Greenvolt takeover: Altri and key shareholders to be replaced by US fund KKR for early bond payout

The top brass at Portuguese renewables company Greenvolt have called bondholders who bought bonds in two issues (2022-2027 and 2021-2028) to two meetings of its general assembly on May 14 to approve a change in condition in order for them to be paid out before the bonds mature, if they so desire.

Greenvolt is one of the largest companies in Europe developing large-scale solar and wind energy projects in Europe. The Portuguese company is currently subject to a friendly takeover bid by the US global investment and private equity fund KKR. 

The KKR takeover bid represents a significant move in the renewable energy sector, as the demand for clean energy sources continues to rise globally. With the acquisition of Greenvolt, KKR aims to expand its presence in the European renewable-energy market and capitalise on the growing interest in sustainable energy solutions.

The meetings with shareholders are to effectively amend the conditions under which bondholders can demand early repayment, substituting the reference to Altri and the other reference shareholders with KKR. 

Regarding Greenvolt Green Bonds 2027, the company stresses that this is a early payout situation at the bondholder’s discretion if “all the shares held, directly or indirectly, by one or more KKR entities, no longer represent the majority of the share capital and/or voting rights of the issuer”.

KKR means any entities through which KKR & Co.Inc and/or Kohlberg Kravis Roberts & Co. L.P., directly or indirectly controls the exercise of voting rights inherent to the representative shares of the issuer’s share capital, as well as the attendant voting rights.

In the original prospectus, the text states: “All of the capital share held directly or indirectly by Altri and/or other reference shareholders and/or their legal heirs so that they will no longer represent the majority or the share capital and/or the voting rights of the issuer”.

As to Greenvolt Bonds 2028, the general assembly meeting will also decide on the elimination of the definitions ‘Altri’ and ‘Relevant Entities’.

Greenvolt, which is led by João Manso Neto, announced on April 11 that Mediobanca had increased its share in Greenvolt from 13.28% to 15.55% as part of a KKR takeover bid for Greenvolt.

The Italian bank was instructed by KKR through a total return equity swap contract to buy 19.9% of Greenvolt’s capital at a maximum price of €8.30 — the maximum price offered by the KKR fund.

This swop was accepted by six shareholders which hold 60-86% of the share capital, and which have reached an agreement with KKR to sell their shareholdings in Greenvolt, paying out a total of €703 million to be completed by May 31. It means that KKR will effectively own the renewables company. 

If all goes according to plan, it will mean that the KKR fund will have a 76.41% controlling share in Greenvolt.