Audax advances its international financing strategy with a new bond issuance and the publication of inaugural ratings by S&P and Fitch
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS PRESS RELEASE.
14th MAY 2026.– Audax Renovables, S.A. (ADX.MC) (the “Company” or “Audax”) today announced that it has launched an offering (the “Offering”) of € 350 million in aggregate amount of senior notes due 2031 (the “Notes”), as part of the group’s financing and growth strategy.
The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Audax Renewables Nederland B.V., Audax Energía S.R.L. and Audax Renewables Kft. (the “Guarantors”).
Audax intends to use the net proceeds of the Offering, together with cash on balance sheet, to (i) repay in full the bonds currently outstanding and maturing in December 2027, as well as in July and November 2028 (amounting to a total of €352 million), either through tenders and/or redemptions at maturity, (ii) partially refinance the outstanding promissory notes issued under the MARF-AIAF promissory notes programs (amounting to a total of approximately €154 million outstanding as of December 31, 2025), in an aggregate amount of €56 million across both programs and (iii) pay any associated accrued and unpaid interest under the bonds and promissory notes, and to pay transaction fees and expenses.
In connection with the transaction, S&P Global Ratings and Fitch Ratings have respectively assigned Audax ‘BB-’ and ‘B+’ corporate credit ratings with stable outlooks. Both rating agencies have also assigned ‘BB-‘ ratings for the Notes.
Application will be made to list the Notes on the Official List of the Luxembourg Stock Exchange (the “LuxSE”) and to admit the Notes to trading on the Euro MTF market of the LuxSE (the “Euro MTF Market”). There is no assurance that the Notes will be listed on the Official List of the LuxSE and admitted to trading on the Euro MTF Market.
There can be no assurance that the Offering will be completed.
Trading Update
In the first quarter of 2026, our business performed in line with management’s expectations, supported by the resilience of our commercial model and risk-management framework, notwithstanding increased volatility in energy markets driven by the February 2026 escalation of hostilities involving the United States, Israel and Iran.
Based on preliminary management information, we expect Management EBITDA for the three months ended March 31, 2026 to be in the range of approximately €26 million to €28 million. On an adjusted basis, excluding System Operation Costs, we expect Adjusted Management EBITDA for the three months ended March 31, 2026 to be in the range of approximately €32 million to €33 million. The year-on-year movements primarily reflect temporary effects from commodity-price dynamics and timing impacts within our supply portfolio. These effects are not considered indicative of any material change in the underlying performance or trajectory of the business.
Our hedging framework, indexed-price pass-through structures and long-term Market-Access Agreement with Shell and other tier-1 counterparties continued to provide strong margin visibility and limit working capital exposure throughout the period.
The above information is based on preliminary results and estimates and is not intended to be a comprehensive statement of our financial or operational results. Such information has been prepared by and are the responsibility of management and has not been audited, reviewed or verified by our independent auditors. The preliminary results mentioned above are based on our non-IFRS management accounts, rather than our IFRS financial statements. We have not yet prepared our consolidated interim accounts as of, or for any period following the year ended December 31, 2025. This information has not been prepared in accordance with IFRS and our independent auditors have not audited, reviewed, compiled or performed any procedures with respect to such unaudited preliminary financial information for the purpose of its inclusion herein and accordingly, they have not expressed an opinion or provided any form of assurance with respect thereto for the purpose of this press release. This information is also based on a number of assumptions that are subject to inherent uncertainties and subject to change. While we believe these assumptions to be reasonable, our actual results for such period may vary from the preliminary financial information presented above, and these variations could be material. In light of the foregoing, prospective purchasers of the Notes are cautioned not to place undue reliance on the above preliminary information for the three months ended March 31, 2026 and such estimates should not be regarded as an accurate prediction of actual financial results. Our preliminary results are based on our preliminary review of our results of operations and are inherently subject to modification during the preparation of our financial statements. As a result, our actual results could vary from these estimates and these differences could be material. See “Forward-Looking Statements” further below in this press release.
Cautionary Statement
This offering of senior notes (the “Notes”) is being made by means of an offering memorandum. This press release is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States of America or in any other jurisdiction. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any other jurisdiction. Accordingly, the Notes are being offered and sold only to qualified institutional buyers (“QIBs”) in reliance on Rule 144A under the U.S. Securities Act (“Rule 144A”) and outside the United States in reliance on Regulation S under the U.S. Securities Act (“Regulation S”). There is no assurance that the Offering will be completed or, if completed, as to the terms on which it is completed. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered or sold to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (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 (the “Insurance Distribution Directive”), 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 Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling any in scope instrument or otherwise making such instruments available to retail investors in the EEA has been prepared. Offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This press release does not constitute and shall not, in any circumstances, constitute a public offering or an invitation to the public in connection with any offer within the meaning of the Prospectus Regulation or otherwise. The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities.
The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is not 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 European Union (Withdrawal) Act 2018 (as amended, “EUWA”). Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and, therefore, offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
This press release has not been approved by an authorized person in the United Kingdom and is for distribution only to persons who are “professional clients” 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 European Union (Withdrawal) Act 2018 (as amended, the “EUWA”), who also: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, (iii) are outside the UK, or (iv) are 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 notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Accordingly, by accepting this press release, the recipient warrants and acknowledges that it is such a relevant person. The communication is directed only at relevant persons and must not be acted or relied upon by persons who are not relevant persons. Any investment or investment activity to which this communication relates will be available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not take any action based upon this communication and should not rely on it.
MiFID II professionals / ECPs-only / No PRIIPs KID. Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA.
UK MIFIR professionals / ECPs-only / No UK CCI Regulations product summary. Manufacturer target market (UK MIFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No product summary required by the Consumer Composite Investments (Designated Activities) Regulations 2024 (as amended) (the “CCI Regulations”) has been prepared as not available to retail investors in the United Kingdom.
Neither the content of Audax’s website nor any website accessible by hyperlinks on Audax’s website are incorporated in, or form part of, this press release. The distribution of this press release into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Forward-Looking Statements
This press release includes “forward-looking statements”. Forward-looking statements are based on Audax’s beliefs and assumptions and on information currently available to Audax, and include, without limitation, statements regarding Audax’s business, financial condition, strategy, results of operations, certain of Audax’s plans, objectives, assumptions, expectations, prospects and beliefs and statements regarding other future events or prospects. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “seek,” “anticipate,” “estimate,” “predict,” “potential,” “assume,” “continue,” “may,” “will,” “should,” “could,” “shall,” “risk” or the negative of these terms or similar expressions that are predictions of or indicate future events and future trends. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. You are cautioned that forward-looking statements are not guarantees of future performance and that Audax’s actual results of operations, financial condition and liquidity and the development of the industry in which Audax operates may differ materially from those made in or suggested by the forward-looking statements contained in this press release. Audax undertakes no obligation and does not intend to update these forward-looking statements.
Although Audax believes that the expectations reflected in such forward-looking statements are reasonable, Audax can give no assurance that such expectations will prove to be correct. Any forward-looking statement speaks only as of the date on which it is made and Audax undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. New risk factors emerge from time to time and it is not possible for Audax to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.