EDF announces the success of its senior multi-tranche bond issue for a nominal amount of $1.9 billion
On 6 January 2025: EDF (BBB positive S&P / Baa1 stable Moody’s / BBB+ negative Fitch) successfully priced a senior bond issuance in 3 tranches for a nominal amount of U.S. $1.9 billion (the “USD Bonds”):
- $ 700 million bond, with a 10-year maturity and a 5.750% fixed coupon;
- $ 800 million bond, with a 30-year maturity and a 6.375% fixed coupon;
- $ 400 million additional issue of the bond issued on 22 April 2024 with an initial maturity of 40 years and a 6.000% fixed coupon (1).
This transaction enables EDF to finance its strategy and objective to contribute to achieving carbon neutrality by 2050.
Settlement and delivery of the USD Bonds will take place on 13 January 2025, the date on which the USD Bonds are expected to be admitted to trading on the multilateral trading facility of the Euro MTF, operated by the Luxembourg Stock Exchange.
The expected rating for the USD Bonds is BBB / Baa1 / BBB+ (S&P / Moody’s / Fitch).
Important Notice
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. The securities to which this press release relates (the “USD Bonds”) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration requirements. There will be no public offer of USD Bonds in the United States.
EDF has not authorized any offer of USD Bonds to retail investors in any member state of the European Economic Area (a “Member State”). No action has been undertaken or will be undertaken to make an offer of USD Bonds to retail investors requiring publication of a prospectus in any Member State. As a result, the USD Bonds may only be offered in Member States (i) to any legal entity that is a qualified investor as defined in the Prospectus Regulation or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression an “offer” means the communication in any form and by any means of sufficient information on the terms of the offer and the USD Bonds to be offered so as to enable an investor to decide to exercise, purchase or subscribe for the USD Bonds, the expression “Prospectus Regulation” means Regulation (EU) No 2017/1129, as amended, and the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended or superseded, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.
The USD Bonds are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). No action has been undertaken or will be undertaken to make available any USD Bonds to any retail investor in the United Kingdom. For the purposes of this provision: (a) the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”), or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA, or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.
This press release is an advertisement and not a prospectus within the meaning of the Prospectus Regulation. Any offer to acquire securities will be made, and any investor should make its investment, solely on the basis of information that will be contained in the offering document that has been made available in connection with the offering. Copies of the offering document may be obtained at no cost from EDF or through the website of EDF. No Prospectus Regulation compliant prospectus, subject to the approval of the French Autorité des Marchés Financiers or any other Member State’s regulator, has been or will be published. The information in this announcement is subject to change.
In the United Kingdom, this press release may only be distributed to, and is only directed at, persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any USD Bonds may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This press release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity in the USD Bonds is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The EDF Group is a key player in the energy transition, as an integrated energy operator engaged in all aspects of the energy business: power generation, distribution, trading, energy sales and energy services. The Group is a world leader in low-carbon energy, with a low carbon output of 434TWh (1), a diverse generation mix based mainly on nuclear and renewable energy (including hydropower). It is also investing in new technologies to support the energy transition. EDF’s raison d’être is to build a net zero energy future with electricity and innovative solutions and services, to help save the planet and drive well-being and economic development. The Group supplies energy and services to approximately 40.9 million customers (2) and generated consolidated sales of €139.7 billion in 2023.
(1) See EDF’s 2023 URD sections 1.2.3, 1.3.2 and 3.1
(2) Customers are counted per delivery site. A customer may have two delivery points.
(1) See press release on 16 April 2024
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