Freshfields advises Naturgy on its largest-ever debt refinancing

Freshfields Bruckhaus Deringer (‘Freshfields’) has advised the Spanish multinational energy group Naturgy on a €1bn tender offer for outstanding bonds and the issuance of two new senior bonds for an aggregate amount of €1bn. This transaction marked Naturgy’s largest refinancing in its 180-year history.

In the tender offer, Naturgy offered to buy back bonds across five different series in accordance with pre-established priority acceptance levels. In the end, the tender offer was almost two times oversubscribed.

To finance the tender offer, Naturgy issued two series of senior bonds to be listed in Luxembourg, with a six- and ten-year maturity, respectively. According to press reports, Naturgy received more than €7bn of orders for these bonds.

The bonds were issued by Naturgy’s finance subsidiary Naturgy Finance Iberia, which had recently completed a cross-border conversion from the Netherlands to Spain. This transaction, on which Freshfields also advised, was the first such cross-border conversion carried out in Spain under the recent EU Mobility Directive.

The Freshfields team advising Naturgy was led by counsel Joe Amann, with support from partner Alfonso de Marcos. The deal team also included associates Javier González and Álvaro Luaces and trainee Xabier León, all Madrid. Partner Doug Smith provided US advice and partner Bosco Montejo and associates Javier Sánchez and Inés Palma assisted with tax matters.