Open Infra US Assets AB (publ) initiates written procedure in relation to its outstanding bonds with ISIN NO0013140640
Press release
Stockholm, 26 August 2026
Open Infra US Assets AB (publ) initiates written procedure in relation to its outstanding bonds with ISIN NO0013140640
Open Infra US Assets AB (publ) (the "Company") has instructed the agent for the Company's outstanding USD 50,000,000 senior secured bonds with ISIN NO0013140640 with a framework of USD 150,000,000 (the "Bonds") to initiate a written procedure to request (the "Request") the bondholders to vote in favour of (i) a waiver of the Maintenance Breach (as defined below) and (ii) certain amendments and waivers to the terms and conditions of the Bonds (the "Terms and Conditions).
As announced by the Company on 6 July 2026, the Company breached, the maintenance test under its Bonds for the reference period ending on 30 June 2026, resulting in an event of default under the Bonds (the "Maintenance Breach"). Pursuant to paragraph (c) of Clause 13.1 (Maintenance Test) of the Terms and Conditions, the number of households connected held by the group shall be at least 9,500 on each reference date. On the reference date falling on 30 June 2026, the number of households connected was 8,600. Following the announcement on 6 July 2026, the Company engaged certain holders of the Bonds and has reached an agreement with, and received voting undertakings from, bondholders representing approximately 60 per cent. of the outstanding nominal amount under the Bonds (the "Relevant Bondholders"). In addition, the Company has received indicative support from additional bondholders to vote in favour of the Request which, together with the Relevant Bondholders, is expected to exceed the majority requirement, and the Company is thus expecting that the written procedure will be approved.
The proposed amendments and the waiver are set out in full in the notice of the written procedure and include (but are not limited to):
(i)waiving the Maintenance Breach;
(ii)amending the maintenance test so that the Company shall ensure that:
- the ratio of net debt to EBITDA is less than 8.25:1 on each reference date after the amendment effective date to, and including, 30 June 2027;
- the ratio of net debt to EBITDA is less than 6.00:1 on each reference date after 30 June 2027;
- the ratio of EBITDA to net finance charges is more than 1.10:1 in relation to each reference period ending after the amendment effective date to, and including, 30 June 2027;
- the ratio of EBITDA to net finance charges is more than 1.75:1 in relation to each reference period ending after 30 June 2027; and
- the households connected held by the group on each reference date falling on or after the second amendment effective date, is at least 6,500 provided that this amount may be decreased upon divestments of any household connected (as further specified in the amended and restated terms and conditions);
(iii)increasing the call premium from 102 to 104 per cent. of the nominal amount (together with accrued but unpaid interest) for any redemption made after the date falling 36 months from the first issue date;
(iv)introducing a mandatory partial redemption pursuant to which the Company shall, as soon as practicable following the second amendment effective date but no later than thirty (30) Business Days following the second amendment effective date, apply an amount of USD 10,000,000 towards a partial redemption of the Bonds (the "Mandatory Prepayment"). The Mandatory Prepayment shall be made together with (i) a premium of 1.00 per cent. of the amount so redeemed and (ii) any accrued but unpaid interest on the amount so redeemed;
(v)waiving the incurrence test requirement in Clause 12.5(b) of the Terms and Conditions to permit the release of funds standing to the credit of the overfunding account, such funds to be paid to the Company, and releasing the pledge over the overfunding account granted under the overfunding account pledge agreement, with the agent being instructed to release such pledge; and
(vi)extending the final redemption date from 22 February 2027 to 22 February 2028.
Further details and the terms of the Request are set out in detail in the notice of the written procedure.
If the Request set out in the written procedure is duly adopted by a requisite majority participating in the written procedure and voting for the Request, the Company will, as part of the agreement with the Relevant Bondholders, pay a consent fee in an amount equal to 0.50 per cent. of the nominal amount of each Bond in accordance with the terms and subject to the conditions specified in the notice of the written procedure.
The notice of the written procedure will be delivered to all holders of Bonds through the CSD and will include additional information for holder of the Bonds to consider. The written procedure will end on 11 September 2026. To be eligible to participate in the written procedure, a person must fulfil the formal criteria for being a Bondholder on 31 August 2026.
The notice of the written procedure is available on the Company's website (https://openinfra.com/investerare/) and on Stamdata (www.stamdata.com).
DNB Carnegie is acting as financial advisor to the Company and Roschier Advokatbyrå is acting as legal advisor to the Company.
For further information, please contact:
Erik Stiernstedt, CEO
+ 46 (0)70 550 30 73
Karl Johan Kulling, DNB Carnegie
karljohan.kulling@dnbcarnegie.se
This information is information that Open Infra US Assets AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 20:00 CEST on 26 August 2026.