Luxembourg – July 31, 2026
Luna 2.5 S.à r.l. (the “Issuer”), hereby announces that it has priced €200 million in aggregate principal amount of additional 5½% Senior Secured Notes due 2032 (the “Additional Notes”) in a private tack-on offering pursuant to Regulation S under the U.S. Securities Act of 1933, as amended. The gross proceeds from the placement of the Additional Notes will be used to (i) repay in full the amounts outstanding under the revolving credit facility made available pursuant to the Issuer’s senior facilities agreement dated June 27, 2025 (as amended and restated from time to time) and (ii) for general corporate purposes, including to pay the costs, fees and expenses incurred in connection with the placement. The Additional Notes are expected to be issued on August 14, 2026 subject to customary closing conditions (the “Issue Date”).
The Additional Notes will be issued under the Issuer’s existing indenture, dated July 1, 2025 and as amended and/or supplemented (the “Indenture”) governing the Issuer’s existing €800 million aggregate principal amount of 5½% Senior Secured Notes due 2032 (the ”Existing Notes”).
The Additional Notes will have the same terms and conditions as the Existing Notes and will be fungible with the Existing Notes initially sold outside the United States pursuant to Regulation S, except that the Additional Notes will initially be issued bearing a temporary ISIN and Common Code. On and from the consolidation date (the date which is 40 days after the later of the date of the original issuance of the Additional Notes and the date on which the Additional Notes were first offered to persons other than distributors (as defined in Regulation S of the Securities Act)), we expect the Additional Notes to be consolidated and fully fungible with the Existing Notes initially sold outside the United States pursuant to Regulation S.
There can be no assurance that the placement of the Additional Notes or other transactions will be completed.
The Issuer will apply for the Additional Notes to be listed on the Official List of the Luxembourg Stock Exchange and to have the Additional Notes admitted for trading on the Euro MTF market.
Contact
For further information, please contact:
María Belsa
+34 629 038 061
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Cautionary Statement
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 Additional Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act. The Additional Notes will be offered in a private offering exempt from the registration requirements of the Securities Act and will accordingly be offered only to certain non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act.
This communication is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”) by, a person authorized under the FSMA. Accordingly, this communication is only being distributed to and is only directed at persons who (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 United Kingdom, 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 securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”).
Accordingly, by accepting this communication, 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.
The target market for the Additional Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “MiFID II”). The Additional Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of the following: (i) a “retail client” as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2016/97/EU (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 (the “EU Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the Additional Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Additional Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
The Additional 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 (the “UK”). For these purposes, a retail investor means a person who is either one (or both) of the following: (i) 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 (“EUWA”); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”). Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Additional Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Additional 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 announcement is not a public offering in the Grand Duchy of Luxembourg or an offer of securities to the public in any EEA member state made under the EU Prospectus Regulation and/or the Luxembourg law dated July 16, 2019 relating to prospectuses for securities (Loi Prospectus), as amended.
Forward-Looking Statements
This press release includes “forward-looking statements,” within the meaning of the U.S. securities laws and the laws of certain other jurisdictions, based on our current expectations and projections about future events, including: risks related to the concessional nature of our business; risks related to our Engineering Procurement and Construction activities; our ability to comply with anti-corruption laws, economic and trade sanctions or other similar regulations; risks related to the actions of our directors and employees; changing levels of governmental regulations, including regulations related to climate change; natural disasters, unusual weather conditions, epidemic outbreaks and other events outside of our control; economic downturns; potential liabilities for environmental matters; standards such as environmental, safety and security standards and publicity around our ability to meet those standards; political and administrative decisions out of our control that affect our public sector contracts; industry competition; our ability to retain, renew and win contracts; our ability to successfully enter into collaborations, joint ventures, strategic alliances and third-party partnerships; changing patterns in the generation, treatment, and disposal of waste; our ability to obtain and renew relevant permits; our ability to execute contracts within budget; the exposure of employees and others to various health and safety risks; commodity price fluctuations; the extension of Extended Producer Responsibility scheme operations to waste management and recycling markets; unexpected backlog adjustments; risks related to our international operations; exchange rate fluctuations; wage increases and our ability to negotiate acceptable collective bargaining or union agreements; our ability to attract and retain key personnel; operational risks within our facilities; risks associated with acquisitions or divestments; our ability to successfully execute our business strategy; the possible impairment of the value of intangible assets such as goodwill; risks associated with the ownership and leasing of our facilities and equipment; involvement in any legal, administrative, regulatory and arbitration proceedings; increased insurance costs or liability in excess of insurance coverage; a high level of capital expenditures; our ability to maintain adequate bank guarantee and surety bond capacity; risks associated with any potential security or IT breaches; risks associated with the usage of artificial intelligence; damage and liability caused by potential security breaches; volatility in the global capital and credit markets; potential damage to our reputation caused by the actions of third parties; exposure to counterparty risks and resulting losses; adverse reactions to the expansion of our facilities; our dependence on our reputation and brand; our ability to maintain an effective system of internal financial controls; our ability to identify, manage and provide transparency on our exposure to environmental, social and governance risks; changes in accounting standards and the resulting significant assumptions by management; changes in the tax rates, tax liabilities or tax rules in relevant jurisdictions; challenges to our interpretation of current tax law by relevant tax authorities; and inconsistencies in the interests of our controlling shareholders and other equity holders. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein.
All statements other than statements of historical facts included in this press release, including, without limitation, statements regarding our future financial position, risks and uncertainties related to our business, strategy, capital expenditures, projected costs and our plans and objectives for future operations, may be deemed to be forward-looking statements. Words such as “believe,” “expect,” “anticipate,” “may,” “assume,” “plan,” “intend,” “will,” “should,” “estimate,” “risk” and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. In addition, from time to time we or our representatives, acting in respect of information provided by us, have made or may make forward-looking statements orally or in writing and these forward-looking statements may be included in but are not limited to press releases (including on our website), reports to our security holders and other communications.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, we 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 we undertake 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 us 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.
