IEnova Announces Consent Solicitations for Senior Notes due 2028, 2048 and 2051

MEXICO CITY, Dec. 8, 2022 /PRNewswire/ -- INFRAESTRUCTURA ENERGÉTICA NOVA, S.A.P.I. DE C.V. ("IEnova"), a unit of Sempra Infrastructure Partners, LP ("Sempra Infrastructure") announced today that it is soliciting (the "Consent Solicitations") consents (the "Consents") from holders (the "Holders") of IEnova's outstanding 3.750% Notes due 2028 (the "2028 Notes"), 4.875% Senior Notes due 2048 (the "2048 Notes") and 4.750% Senior Notes due 2051 (the "2051 Notes" and, together with the 2028 Notes and the 2048 Notes, the "Notes" and each a "Series of Notes") as of 5:00 p.m. New York City time, on December 7, 2022 (the "Record Date") to effect amendments to each of the indentures governing the Notes (each, an "Indenture" and collectively, the "Indentures"), as described below, upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated December 8, 2022 (as may be amended or supplemented from time to time, the "Consent Solicitation Statement"). The Consent Solicitations will expire at 5:00 p.m. New York City time, on December 16, 2022 (such time and date, as the same may be extended from time to time, the "Expiration Date").

Certain details regarding the Notes and the Consent Solicitations are set forth in the table below.

IEnova is soliciting Consents in order to amend the definition of "IFRS" in each Indenture so that the term encompasses not only International Financial Reporting Standards but also U.S. Generally Accepted Accounting Principles ("GAAP"), as further described under "The Proposed Amendments" in the Consent Solicitation Statement (the "Proposed Amendments").

Following the creation of the Sempra Infrastructure platform in 2021 and the delisting of IEnova's common stock from the Mexican Stock Exchange, in order to simplify IEnova's internal reporting to align with that of its parent, Sempra Infrastructure, IEnova wishes to adopt the same set of accounting standards as Sempra Infrastructure. The definition of "IFRS" across all Indentures is that IFRS means the International Financial Reporting Standards adopted by the International Accounting Standards Board. Accordingly, IEnova is requesting consent from Holders of each Series of Notes to amend the definition of "IFRS" in each Indenture to also include GAAP.

For the actual text of the Proposed Amendments, see "The Proposed Amendments" in the Consent Solicitation Statement. Except for the Proposed Amendments, all of the existing terms of each Indenture will remain unchanged.

The obligation to pay (or cause to be paid) the Consent Payment for valid and unrevoked Consents to the Proposed Amendments for each Series of Notes is subject to and conditioned upon (i) the receipt of the Requisite Consents (as defined below) for such Series of Notes on or prior to the applicable Expiration Date for such Notes, (ii) the receipt of the Requisite Consents and the adoption of the Proposed Amendments with respect to each other Series of Notes and (iii) the absence of any law or regulation, and the absence of any injunction or action or other proceeding (pending or threatened), that (in the case of any action or proceeding if adversely determined) would make unlawful or invalid or enjoin or delay the implementation of the applicable Proposed Amendments, the entering into of the applicable Supplemental Indenture (as defined below) or the payment of the applicable Consent Payment to the Holders of that Series of Notes or that would question the legality or validity thereof (collectively, the "Consent Conditions").

If the Holders of at least a majority of the aggregate outstanding principal amount of a Series of Notes validly deliver and do not validly revoke Consents to the applicable Proposed Amendments (the "Requisite Consents"), IEnova and, upon receipt of an officers' certificate and an opinion of counsel, the trustee shall execute a supplemental indenture (each, a "Supplemental Indenture") to the applicable Indenture effecting the Proposed Amendments. The time and date on which a Supplemental Indenture is executed is hereinafter referred to as the "Consent Time" with respect to the applicable Series of Notes. Consents to the Proposed Amendments for any Series of Notes may not be revoked at any time after the earlier of the applicable Consent Time and 5:00 p.m., New York City time, December 16, 2022 (such time, as may be extended by IEnova, in its sole discretion for one or more Series of Notes, the "Revocation Deadline"), even if the applicable Revocation Deadline for such Notes is later than such Consent Time.  Although each Supplemental Indenture and the related Proposed Amendments will become effective immediately upon execution at the applicable Consent Time, such Proposed Amendments will not be operative until the applicable Consent Payment is paid to The Depository Trust Company ("DTC") for the benefit of the applicable Holders on the Settlement Date. IEnova expects to pay, or cause to be paid, the applicable Consent Payment to DTC for the benefit of the applicable Holders within two business days of the Expiration Date and upon the satisfaction or waiver of all Consent Conditions with respect to the applicable Notes (such date with respect to the applicable Series of Notes, the applicable "Settlement Date"). Once a Supplemental Indenture is effective, any Consents given with respect to the applicable Series of Notes may not be revoked and all Holders, including non-consenting holders, and their respective transferees will be bound by the terms thereof. If the applicable Consent Time is earlier than the applicable Revocation Deadline, then such Consent Time will be the latest time by which Holders can revoke Consents. If the Consent Conditions are not satisfied or waived with respect to a Series of Notes, no Consent Payment with respect to such Notes will be paid to any Holder thereof.

The Consent Solicitations are being made solely by the Consent Solicitation Statement and on the terms and subject to the conditions set forth in the Consent Solicitation Statement. IEnova may, in its sole discretion, terminate, extend or amend any Consent Solicitation at any time as described in the Consent Solicitation Statement. In particular, subject to applicable law, IEnova, in its sole discretion, may extend the Expiration Date with respect to a Series of Notes without also extending the Revocation Deadline with respect to such Series of Notes. This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security and is not a solicitation of consents with respect to the Proposed Amendments or any securities. The Consent Solicitations are not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or blue sky laws. In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitations to be made by a licensed broker or dealer, the Consent Solicitations will be deemed to be made on IEnova's behalf by the solicitation agent or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Neither the Consent Solicitation Statement nor any documents related to the Consent Solicitations have been filed with, and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Consent Solicitation Statement or any documents related to the Consent Solicitations, and it is unlawful and may be a criminal offense to make any representation to the contrary.

SMBC Nikko Securities America, Inc. ("SMBC") is acting as the Solicitation Agent for the Consent Solicitations. D.F. King & Co., Inc. is acting as the Information and Tabulation Agent for the Consent Solicitations. Questions or requests for assistance related to the Consent Solicitations or for additional copies of the Consent Solicitation Statement may be directed to SMBC at (212) 224-5328 (banks and brokers) and (888) 284-9760 (all others, toll free), or to D.F. King & Co., Inc. at +1 (212) 269-5550 (banks and brokers, collect), +1 800-487-4870 (all others, toll free) or by email at [email protected]. The Consent Solicitation Statement is available at: www.dfking.com/ienova. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitations. Holders are urged to review the Consent Solicitation Statement for the detailed terms of the Consent Solicitations and the procedures for consenting to the Proposed Amendments.

About IEnova and Sempra Infrastructure

IEnova, a unit of Sempra Infrastructure, develops, builds, and operates energy infrastructure in Mexico.

Sempra Infrastructure delivers energy for a better world. Through the combined strength of its assets in North America, the company is dedicated to enabling cleaner energy for its customers. With a continued focus on sustainability, innovation, world-class safety, championing people, resilient operations and social responsibility, its more than 2,000 employees develop, build and operate clean power, energy networks and LNG and net-zero solutions, that are expected to play a crucial role in the energy systems of the future. For more information about Sempra Infrastructure, please visit Sempra Infrastructure's website at www.semprainfrastructure.com or Twitter account @SempraInfra.

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SOURCE Infraestructura Energética Nova, S.A.P.I. de C.V.