Innogy SE

DC Decision

The EMEA DC considered the DC Question in respect of innogy SE and noted that there were two potential successions to consider. No Eligible Information suggested that the two potential successions formed part of a single Steps Plan. Accordingly, the EMEA DC considered the two potential successions separately.

Merger of innogy SE into E.ON Verwaltungs SE (now known as innogy SE)

On 2 June 2020, innogy SE (Original innogy) merged into E.ON Verwaltungs SE and ceased to exist. E.ON Verwaltungs SE (the surviving entity) then changed its name to innogy SE (New innogy). The EMEA DC concluded that Original innogy had at least one Relevant Obligation outstanding at the time of the merger and all obligations were assumed by New innogy due to the merger. Accordingly, the EMEA DC concluded that New innogy was a Universal Successor, was the sole Successor to Original innogy and the Succession Date was 2 June 2020.

Transfer of obligations to E.ON SE

On 13 August 2020, E.ON announced that it would conduct a debt “optimization measure” that would allow all innogy bondholders to become E.ON creditors. This was achieved through (i) a consent solicitation process in respect of seventeen series of notes guaranteed by New innogy; and (ii) an exchange offer in respect of JPY 20,000,000,000 Reverse Dual Currency Notes due February 2040 directly issued by New innogy (ISIN: XS1535776097) (the 2040 Notes).

All of the New innogy guarantees were replaced with an E.ON SE guarantee through the consent solicitation process. The 2040 Notes were exchanged for replacement notes due 2040 directly issued by E.ON SE.

The EMEA DC noted that (i) all of the potential Relevant Obligations of New innogy have been transferred to E.ON SE; (ii) as directly issued debt, the 2040 Notes constitute Relevant Obligations of New innogy and the replacement 2040 Notes constitute Relevant Obligations of E.ON SE; and (iii) based on the available Eligible Information, the replacement E.ON SE guarantee is a Qualifying Guarantee.

Accordingly, the EMEA DC concluded that E.ON SE is the sole Successor to New innogy. It was not necessary to assess whether each individual existing guarantee of New innogy was a Qualifying Guarantee as it would not affect the EMEA DC’s conclusion. Each of the New innogy guarantees is either (i) a Qualifying Guarantee and a Relevant Obligation that E.ON SE has succeeded to; or (ii) not a Relevant Obligation and not relevant to the Successor test.

In relation to the Succession Date, the EMEA DC noted that Section 2.2(j) of the 2014 Definitions provides that the Succession Date will be the legally effective date of the final succession under a Steps Plan or, if earlier, the date on which a Successor determination would not be affected by any further related successions. On the basis that the EMEA DC had not determined whether each individual New innogy guarantee was a Qualifying Guarantee, the EMEA DC concluded the Succession Date was 25 November 2020, being the date that the final transfer occurred.

Pursuant to the standing resolution passed by the EMEA Determinations Committee (DC) on June 21, 2010, the first meeting of the EMEA DC to deliberate the DC Questions relating to this DC Issue has been deferred pending deliberation of such DC Questions by the EMEA DC legal subcommittee.

Please refer to EMEA_DC_Standing_Resolution_210610.