Esentia Energy Development, S.A.B. de C.V. (“ESENTIA” or the “Company”), today announced the pricing of U.S.$1,000,000,000.00 aggregate principal amount of its 6.125% Senior Notes due 2033 (the “2033 Notes”) and U.S$1,000,000,000.00 aggregate principal amount of its 6.500% Senior Notes due 2038 (the “2038 Notes” and, together with the 2033 Notes, the “Notes”) to be issued by the Company in a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. The 2033 Notes will be issued at a price of 99.517%, and the 2038 Notes will be issued at a price of 98.444%. The 2033 Notes mature on July 30, 2033, and the 2038 Notes mature on July 30, 2038, and will be fully and unconditionally guaranteed by certain of the Company's subsidiaries. The settlement of the Notes is expected to take place on May 14, 2026, subject to customary closing conditions.
The proceeds from the Notes offering will be used by the Company to (i) fund a tender offer conducted by Esentia Gas Enterprises, S. de R.L. de C.V., a subsidiary of the Company, to purchase for cash any and all of its outstanding 6.375% Senior Secured Notes due 2038, (ii) prepay all of the 5.465% Senior Secured Notes due 2041 issued by Esentia Pipeline El Encino, S. de R.L. de C.V., a subsidiary of the Company, (iii) prepay all other outstanding indebtedness for borrowed money from third parties and (iv) the remainder, if any, for general corporate purposes.
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor will there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. The Notes and related guarantees have not been registered under the Securities Act, or any applicable state securities laws, and were offered only to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. Unless so registered, the Notes and related guarantees may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and any applicable state securities laws.
Cautionary Statement on Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often are proceeded by words such as “believes,” “expects,” “may,” “anticipates,” “plans,” “intends,” “assumes,” “will” or similar expressions. The forward-looking statements contained herein include statements about the Company’s Notes offering and its intended use of proceeds therefrom. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that prove to be incorrect. In addition, ESENTIA’s business and operations involve numerous risks and uncertainties, many of which are beyond the control of ESENTIA, which could result in ESENTIA’s expectations not being realized or otherwise materially affect the financial condition, results of operations and cash flows of ESENTIA.
The forward-looking statements are made only as of the date hereof, and ESENTIA does not undertake any obligation to (and expressly disclaims any obligation to) update any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events. In light of the risks and uncertainties described above, and the potential for variation of actual results from the assumptions on which certain of such forward-looking statements are based, investors should keep in mind that the results, events or developments disclosed in any forward-looking statement made in this document may not occur, and that actual results may vary materially from those described herein, including those described as anticipated, expected, targeted, projected or otherwise.
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