[Kindly refer to the Bonds Offering Memorandum for more information that is available under Fixed Income/Bond Data on the website.]
ACWA POWER MANAGEMENT AND INVESTMENTS ONE LIMITED
(incorporated under the laws of the Dubai International Financial Centre)
US$814,000,000 5.95% Senior Secured Bonds due 2039
We are offering US$814,000,000 5.95% Senior Secured Bonds due 2039 (the "Bonds," and such offering, the "Offering").Interest on the Bonds will accrue from the Issue Date (as defined herein) at a rate of 5.95% per annum and will be payable semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2017. Principal on the Bonds will be payable semiannually in installments, pursuant to an amortization schedule set forth herein, on June 15 and December 15 of each year, commencing on June 15, 2021. Unless previously redeemed or purchased and canceled, the Bonds will mature on December 15, 2039.
ACWA Power Management and Investments One Limited (the "Issuer," "we" or "us"), is a limited company incorporated under the laws of the Dubai International Financial Centre ("DIFC") as a wholly owned subsidiary of International Company for Water and Power Projects, a joint stock company organized under the laws of the Kingdom of Saudi Arabia ("ACWA Power").
The Bonds will be our senior obligations, will rank senior in right of payment to all existing and future debt that is expressly subordinated in right of payment to the Bonds and will rank pari passu in right of payment with all existing and future debt that is not so subordinated. None of ACWA Power, Arabian Company for Water and Power Projects ("APP") or First National Operations & Maintenance Company Limited ("NOMAC"), or any of their respective subsidiaries and affiliates, the Project Companies (as defined herein) or any other person will guarantee the Bonds.
On the Issue Date (as defined herein), our obligations under the Bonds will be secured by a security interest over the Issue Date Bond Collateral (as defined herein). As of the date of this offering memorandum (the "Offering Memorandum"), ACWA Power is in the process of restructuring NOMAC as described under "NOMAC Restructuring." As set out herein, upon the transfer of shares of NOMAC to NOMAC Holding Company (as defined herein), the obligations under the Bonds will be secured by a security interest over the Post-Closing Bond Collateral (as defined herein and, together with the Issue Date Bond Collateral, the "Bond Collateral"). To the extent permitted under the Indenture, ACWA Power Sukuk SPC Limited, a special purpose company incorporated in DIFC with limited liability (and owned by a trustee for the benefit of a charity) may issue senior secured Sukuk trust certificates (the "Trust Certificates") which will share in the Bond Collateral and have the benefit of the assigned cash flows, as described below. If such Trust Certificates are issued, then the holders of the Trust Certificates will have the benefit of a separate collateral package over largely the same assets as the Bond Collateral (excluding the security over certain of our accounts and the pledge over our shares which will be pledged solely to the Offshore Bond Security Agent (as defined herein) for the benefit of the Bondholders (as defined herein)) (the "Sukuk Collateral"). In this case, the collateral will secure the Bonds, any Additional Bonds permitted to be incurred under the Indenture and such Trust Certificates on a pro rata basis based on the aggregate principal amount of the Bonds and Additional Bonds (as defined in the "Description of the Bonds") issued and outstanding and the face amount of the Trust Certificates issued and outstanding. Pursuant to the terms of the Collateral Coordination Agreement (as defined in "Description of the Bonds"), any proceeds received upon any enforcement action over any Bond Collateral will be applied to repayment of all obligations under the Bonds and any Additional Bonds permitted to be incurred under the Indenture, and any proceeds received upon any enforcement action over any Sukuk Collateral will be applied in repayment of all obligations under the Trust Certificates. The Collateral Coordination Agreement will provide for equalization between the Bondholders and the holders of the Trust Certificates in the event that, following such application, the proceeds of enforcement are insufficient to discharge all of the liabilities in respect of both the Bonds and the Trust Certificates. The proceeds from the enforcement of the Bond Collateral may not be sufficient to satisfy the obligations owed to the Bondholders and certain of the Bond Collateral may be released or be subject to certain approvals upon enforcement. See "Risk Factors—Risks Related to the Bonds and the Bond Collateral—Risks Related to the Bond Collateral—The value of the Bond Collateral securing the Bonds may not be sufficient to satisfy our obligations under the Bonds and the Bond Collateral securing the Bonds may be reduced or diluted under certain circumstances." The validity and enforceability of the security interests will be subject to certain limitations. See "Risk Factors—Risks Related to the Bonds and the Bond Collateral" and "Certain Limitations on Validity and Enforceability of Civil Claims and Security Interests." The security interests may be released under certain circumstances.
We may redeem all or a portion of the Bonds at a redemption price equal to 100% of the principal amount of the Bonds redeemed plus accrued and unpaid interest and additional amounts, if any, to the redemption date and a "make whole" premium, if any, as set out in this Offering Memorandum. In addition, we may redeem all, but not less than all, of the
Bonds in the event of certain changes in tax law at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. Upon the occurrence of certain events constituting a change of control, we may be required to make an offer to repurchase all of the Bonds at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. We may also be required to redeem the Bonds under certain specified circumstances as more fully described in "Description of the Bonds—Mandatory Redemption."
The Offering Memorandum includes information relating to the terms of the Bonds, including redemption and repurchase prices, covenants and transfer restrictions. See "Description of the Bonds."
Investing in the Bonds involves a high degree of risk. See "Risk Factors' beginning on page 52 of the Offering Memorandum.
The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act'), or the laws of any other jurisdiction. The Bonds are being offered within the United States only to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A") and to persons outside the United States in reliance on Regulation S under the Securities Act ("Regulation S"). For a description of selling and transfer restrictions, and further details about eligible offerees, see "Notice to Investors," "Plan of Distribution—Selling Restrictions' and "Transfer Restrictions" in the Offering Memorandum. You are hereby notified that sellers of the Bonds may be relying on the exemption from Section 5 of the Securities Act provided by Rule 144A.
[Kindly refer to the Bonds Offering Memorandum for more information that is available under Fixed Income/Bond Data on the website.]
