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Allen & Overy advises on Enel EUR3.5bn sustainability-linked bond and on the contextual tender offer of USD bonds

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Tommasi Cristiano
Cristiano Tommasi

Partner

Rome

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Byrne Craig
Craig Byrne

Partner

Milan

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Sarah Capella

Senior Associate

Rome

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Carolina Gori

Associate

Milan

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Billik Diana
Diana Billik

Partner

Paris

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Mosher Thomas
Tom Mosher

Counsel

London

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Heeringa Jonathan
Jonathan Heeringa

Partner

Amsterdam

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Canepone Cristina
Cristina Canepone

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Milan

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28 September 2021

Allen & Overy has advised Enel S.p.A. and Enel Finance International N.V. on a triple tranche EUR3.5bn sustainability-linked bond and on the launch of a non-binding voluntary tender offer for the partial repurchase of three series of outstanding conventional bonds denominated in US dollars, for an overall maximum target amount of USD1.5bn.

The new issue is linked to the achievement of Enel's sustainable objective relating to the reduction of Direct Greenhouse Gas Emissions (Scope 1), contributing to the United Nations Sustainable Development Goal 13 (Climate Action) and in line with the Group's Sustainability-Linked Financing Framework (the “Framework”). The transaction follows the previous "Sustainability-Linked bonds" of 3.25 billion euros issued by EFI last June and of 4 billion US dollars issued by the same EFI last July.

In line with the Framework, the three tranches of the bond are linked to the Key Performance Indicator (KPI) of Direct Greenhouse Gas Emissions Amount (Scope 1) at Group level, measured in grams of CO2eq per kWh, contributing to the achievement of the United Nations Sustainable Development Goal 13.

The issue is structured in three tranches, EUR1.250 billion (fixed rate of 0.000%, maturing May 28th, 2026); EUR1 billion (fixed rate of 0.375%, maturing May 28th, 2029); EUR1.250 billion (fixed rate of 0.875%, maturing September 28th, 2034). The issue is expected to be listed on the Euronext Dublin regulated market.  

At the same time, the company launched a non-binding voluntary tender offer ("Tender Offer") aimed at repurchasing, and subsequently canceling,  for an overall maximum target amount of 1.5 billion US dollars, three series of outstanding conventional bonds denominated in US dollars.

In line with the Group's current Strategic Plan, the liability management operation together with the new multi-tranche sustainability-linked issue indicated above will further accelerate the achievement of the Group’s targets of sustainable finance sources on Group’s total gross debt, set to 48% in 2023 and more than 70% in 2030.

The A&O cross-jurisdiction team was led by Italy International Capital Markets partners Cristiano Tommasi and Craig Byrne, supported by senior associate Sarah Capella and associate Carolina Gori, with senior associate Elia Ferdinando Clarizia advising for the tax aspects. A team with partner Diana Billik, counsel Thomas Mosher and Neilab Rahimzada advised for US law aspects. The Amsterdam office with a team coordinated by partner Jonathan Heeringa with support from Victoria Schepers assisted for Dutch law aspects.

 

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