28 May 2025

Nitrogénművek Zrt.
Park Tower
53 Alkotas Street
Budapest
Hungary 

Nitrogénművek Zrt. announces Maturity Extension Transaction with support of greater than 75% of its €200m 7.00 percent Senior Unsecured Notes due 2025

Nitrogénművek Zrt. (the “Company”) is pleased to announce that it has agreed the terms of a maturity extension transaction (“the “Transaction”) with holders of more than 75% of its €200m 7.00 percent Senior Unsecured Notes due 2025 (the “SUNs”) by value.

The Transaction

When completed, the Transaction will extend the maturity date of the SUNs to 30-June-2028, which will strengthen the Company’s balance sheet position, providing a stable platform for Nitrogénművek to continue benefitting from improving macroeconomic fundamentals, executing its business plan, and pursuing its CO2 taxes litigation.

The key Transaction highlights are:

• SUNs to be exchanged at 100 per cent. of the outstanding principal of the SUNs into new senior secured registered private placement notes (the “New Notes”). A portion of the New Notes will be held by a special purpose vehicle, which will in turn issue cleared and listed notes in respect of such New Notes (the “SPV Notes”)
• Holders of the existing SUNs will be given the option to elect either New Notes or SPV Notes. Should holders of the SUNs not make an election, or fail to meet the eligibility criteria to hold New Notes, their SUNs will be exchanged into the SPV Notes
• Coupon on the New Notes and the SPV Notes will be 8.80% per annum (an increase of 1.80% per annum), payable in cash semi-annually, starting from 31 December 2025
• New Notes will benefit from a significant new security package including (i) mortgage over the key assets of the issuer (ii) pledges of unencumbered receivables and inventory (iii) charge over bank accounts and (iv) pledges over shares in certain subsidiaries of the Issuer
• Consenting holders will receive a 1.00% Early Bird Fee if approval is received within 14 days of launching the Transaction
• In addition, parties electing to exchange their SUNs for the PPNs will receive an additional PPN Consent Fee (1.50%) to be paid in four equal instalments over the next four interest payment dates following completion of the Transaction
• Company will be obligated to redeem the New Notes from excess available cash (if any) on a quarterly basis
• New Notes will feature a significantly tightened covenant package compared to the SUNs, including a prohibition on restricted payments, restrictions on new debt, and independent monitoring of transactions with affiliates

No suppliers, customers, employees, trade or financial creditors are expected to be impacted by the Transaction.

Transaction Support Agreement

The Company has entered a Transaction Support Agreement (“TSA”) with an Ad Hoc Group of holders of SUNs (the “AHG”), certain other noteholders and the Shareholder who together represent greater than 75% of SUNs and fully support the Transaction.

The TSA constitutes a key milestone for delivering the Transaction as it provides for customary commitments from the parties to support the Transaction which will be implemented by way of Consent Solicitation requiring support from holders of at least 75% of the SUNs. 

The Company intends to launch the Consent Solicitation as soon as practicable. The Transaction is expected to complete by 14 July 2025.

For further information, please contact the Company’s financial adviser Lazard & Co., Ltd (project.nitrum@lazard.com) and its legal adviser Linklaters LLP (dlllnitrum@linklaters.com).

Nitrogénművek Zrt. is one of the leading nitrogen-based fertilizer producers and agricultural input-material distributor companies in Central European region, headquartered in Pétfürdő, Hungary. It represents the fertilizer production industry in Hungary which is an important EU industry in terms of turnover, employment and most importantly, its contribution to the agri-food sector.