EUR New Issue: Eesti Energia (ESTONE) PerpNC5.25-year Green Corporate Hybrid
Issuer
Eesti Energia AS
Issuer LEI
5493005044RTLQ5RZU70
Issuer Ratings (M/S&P)
Baa3 st / BBB- neg
Expected Instrument Ratings (M/S&P)
B1 / B+
Expected Equity Credit (M/S&P)
[Moody’s: Basket [M] ([50]% Equity Credit) / S&P [50]% until First Reset Date]
Status of the Notes
The Securities and the Coupons constitute direct, unsecured and subordinated obligations of the Issuer and rank and will rank pari passu, without any preference among themselves and with Parity Obligations.
“Parity Obligations” means (i) any present or future obligations of the Issuer, issued or incurred directly or indirectly by it which rank, or are expressed to rank, pari passu with the Securities; and (ii) any present or future securities or other instruments or obligations issued or incurred by any Subsidiary of the Issuer which have the benefit of a guarantee or similar instrument or obligation from the Issuer, which guarantee or similar instrument or obligation ranks, or is expressed to rank, pari passu with the Securities.
Format
Reg. S, bearer form (TEFRA D rules apply, no communications with or into the U.S.)
Currency
EUR
Size
EUR 400mm (will not grow)
Maturity
Perpetual NC5.25
Price Guidance
8.50% area
Settlement Date
15 July 2024 (T+5)
First Call Date
15 July 2029
First Reset Date
15 October 2029
Interest
[∙]% Fixed rate until the First Reset Date
Resets every 5 years thereafter to the sum of the prevailing EUR 5-year mid-swap rate + the initial credit spread + any relevant coupon step-up(s), subject to Benchmark Discontinuation provisions
Day Count Fraction
Actual/Actual (ICMA)
First Step-up Date (+25bps)
15 October 2034
Second Step-up Date (+75bps, 100bps cumulative)
15 October 2049
Interest Payment Date
15 October in each year commencing on 15 October 2024 (Short-first coupon)
Denominations
EUR 100,000 + EUR 1,000 up to and including EUR 199,000
Optional Interest Deferral
Optional deferral of interest, in whole or in part, at any time at the Issuer’s discretion. Any interest not paid on an Interest Payment Date and deferred in accordance with the terms of the Securities, together with further interest accrued thereon, shall, so long as the same remains outstanding, constitute “Arrears of Interest”. Cash cumulative and compounding.
Optional Settlement of Arrears of Interest
Arrears of Interest may be satisfied at the option of the Issuer, in whole or in part, at any time, in accordance with the Conditions.
Mandatory Settlement of Arrears of Interest
The Issuer shall pay any outstanding Arrears of Interest in whole, but not in part, on the first occurring Mandatory Settlement Date following the Interest Payment Date on which any outstanding Deferred Interest Payment was first deferred.
“Mandatory Settlement Date” means the earliest of
1.as soon as reasonably practicable (but not later than the tenth business day) following the date on which a Deferred Interest Payment Event occurs;
2.on the next scheduled Interest Payment Date on which the Issuer does not elect to defer in whole the interest accrued in respect of the relevant Interest Period; and
3.the date on which the Securities are redeemed or repaid in accordance with the Conditions or become due and payable in accordance with the Conditions, including at the Liquidation Event Date (unless otherwise required by mandatory provisions of applicable law).
A “Deferred Interest Payment Event” means any one or more of the following events
1.the declaration or payment of any distribution or dividend or any other payment made by the Issuer on its share capital or any other Junior Obligations or by the Issuer or any Subsidiary of the Issuer, as the case may be, on any Parity Obligations; and/or
2.the redemption, repurchase, repayment, cancellation, reduction or other acquisition by the Issuer or any Subsidiary of the Issuer of any shares of the Issuer or any other Junior Obligations; and/or
