Luxembourg – June 9, 2025
Luna 2.5 S.à r.l. (the “Issuer”), the intended direct parent of Luna III S.à r.l. (“Luna III”) (the direct parent of Urbaser S.A.U.), today announced that it has launched an offering (the “Offering”) of euro-denominated senior secured notes due 2032 (the “Notes”) and intends to borrow a Term Loan B Facility under a new senior facilities agreement (together with the Offering, the “Financing”) in order to raise an aggregate principal amount of approximately €2,300 million. The net proceeds of the Financing will be used to (i) repay the existing term loan facilities of Luna III in full, (ii) make a shareholder distribution and (iii) pay transaction costs, fees and expenses.
There can be no assurance that the Financing will be completed.
Contact
For further information, please contact:
María Belsa
+34 629 038 061
mbelsa@urbaser.com
Cautionary Statement
This Offering 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 “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 Notes will be offered in a private offering exempt from the registration requirements of the Securities Act and will accordingly be offered only: (i) in the United States to “qualified institutional buyers” commonly referred to as “QIBs” as defined in Rule 144A under the Securities Act and (ii) 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 Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “MiFID II”). The 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 Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
The 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 UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (“EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as 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 EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. No key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling 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 the UK PRIIPs Regulation.
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 operationsEPRto 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 cause 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.
