Capital/Financing Update • Oct 3, 2025
Capital/Financing Update
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
8 September 2025
International Consolidated Airlines Group, S.A. (the Company) announces today the indicative results of its separate invitations (together the Offers and each an Offer) to holders of its outstanding (i) €500,000,000 1.50 per cent. Bonds due 2027 (ISIN: XS2020581752) (the 2027 Bonds) and (ii) €700,000,000 3.75 per cent. Bonds due 2029 (ISIN: XS2322423539) (the 2029 Bonds and, together with the 2027 Bonds, the Bonds and each a Series) to tender any and all such Bonds for purchase by the Company for cash, subject to the satisfaction (or waiver) of the New Financing Condition and the other terms and conditions contained in the tender offer memorandum dated 1 September 2025 (the Tender Offer Memorandum) prepared by the Company for the Offers. The Offers were announced on 1 September 2025. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offers was 5.00 p.m. (CEST) on 5 September 2025.
As at the Expiration Deadline: (a) €89,900,000 in aggregate nominal amount of the 2027 Bonds; and (b) €281,200,000 in aggregate nominal amount of the 2029 Bonds, had been validly tendered for purchase pursuant to the relevant Offer.
The Company announces that, in the event that it decides, in line with the terms and conditions (including, but not limited to the New Financing Condition) outlined in the Tender Offer Memorandum, in its sole and absolute discretion, to accept valid tenders of Bonds pursuant to either or both Offers, it expects to accept: (a) €89,900,000 in aggregate nominal amount of the 2027 Bonds; and (b) €281,200,000 in aggregate nominal amount of the 2029 Bonds, validly tendered for purchase pursuant to the relevant Offer.
Bondholders should note that this is a non-binding indication of the levels at which the Company expects to accept valid tenders of Bonds pursuant to the Offers.
If the Company does ultimately purchase on the Settlement Date (and subsequently cancel) €281,200,000 in aggregate nominal amount of the 2029 Bonds validly tendered for purchase pursuant to the relevant Offer, the 80 per cent. threshold for the Issuer Residual Call Option in respect of the 2029 Bonds will have been met, as further described in the Tender Offer Memorandum. It is the current intention of the Company to exercise this call option in respect of the 2029 Bonds if such threshold is met.
Pricing for the Offers will take place at or around 2.00 pm (CEST) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Company will announce today whether it will (subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) accept for purchase valid tenders of Bonds pursuant to either or both of the Offers and, if so, (i) the aggregate nominal amount of each Series validly tendered and accepted for purchase pursuant to the relevant Offer, (ii) the Relevant Benchmark Rate, the Purchase Yield and the Purchase Price in relation to each Series, and (iii) the nominal amount of each Series that will remain outstanding after the Settlement Date.
Subject to the satisfaction or waiver of the New Financing Condition, the expected Settlement Date for the Offers is 12 September 2025.
BofA Securities Europe SA (Telephone: +33 1 877 01057; Attention: Liability Management Group; Email: [email protected]) and Deutsche Bank Aktiengesellschaft (Telephone: +44 207 545 8011; Attention: Liability Management Group) are acting as Joint Dealer Managers in respect of the Offers.
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Arlind Bytyqi; Email: [email protected]; Offer Website: https://deals.is.kroll.com/iag) is acting as Tender Agent in respect of the Offers.
This announcement is released by the Company and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Nicholas Cadbury, Chief Financial and Sustainability Officer at International Consolidated Airlines Group, S.A.
DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. The Offers have now expired.
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