Final pricing of repurchase of convertible bonds

International Cons Airlines Group

12 May 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "INVITATION AND DISTRIBUTION RESTRICTIONS" BELOW).

12 May 2026

International Consolidated Airlines Group, S.A. announces the final repurchase price of the repurchase of its outstanding EUR 825,000,000 1.125% senior unsecured convertible bonds due 2028

On Monday, 11 May 2026, International Consolidated Airlines Group, S.A. (the "Purchaser"), announced that it had accepted for purchase for cash, on the terms and conditions set out in the Invitation (as defined below), EUR 819,000,000 in aggregate principal amount of its outstanding EUR 825,000,000 Senior Unsecured Convertible Bonds due 2028 with ISIN code: XS2343113101 (the "Bonds") in connection with the invitation announced by the Purchaser on Monday, 11 May 2026 (the "Invitation"). Following continued interest from holders of the Bonds, the Purchaser has today accepted for purchase pursuant to the Invitation a further EUR 2,700,000 in aggregate principal amount of Bonds, and has therefore accepted for purchase a total of EUR 821,700,000 in aggregate principal amount of Bonds (which represents 99.6% of the aggregate principal amount of the Bonds currently outstanding).

The Invitation was fully described in an invitation term sheet (the "Invitation Term Sheet") prepared by the Purchaser in connection with the Invitation.

The Purchaser hereby announces that the Final Repurchase Price payable by the Purchaser per EUR 100,000 in principal amount of Bonds accepted for purchase will be EUR 145,685.11, as calculated in accordance with the terms and conditions of the Invitation.

Subject to the satisfaction or waiver of the Financing Condition (as defined in the Invitation Term Sheet), settlement of the repurchase of Bonds pursuant to the Invitation is expected to occur on or around Tuesday, 19 May 2026, following which the Bonds repurchased will be cancelled in accordance with the terms and conditions of the Bonds.

Following settlement of the Invitation, EUR 3,300,000 in aggregate principal amount of the Bonds is expected to remain outstanding (although, following the cancellation of the Bonds purchased pursuant to the Invitation, the Purchaser intends to exercise the clean-up call and redeem the remaining outstanding Bonds, in whole but not in part, at their principal amount, together with accrued but unpaid interest, in accordance with the terms and conditions of the Bonds).

BofA Securities Europe SA ("BofA Securities") and HSBC Continental Europe ("HSBC") acted as Joint Dealer Managers for the Invitation.

Purchaser's LEI: 959800TZHQRUSH1ESL13

For further information please contact:

BofA Securities Joint Dealer Manager Clifford Lucas / Thore Zimmermann	[phone]
HSBC Continental Europe Joint Dealer Manager Dan Kosary / Tony Sand	[phone]

IMPORTANT INFORMATION - INVITATION AND DISTRIBUTION RESTRICTIONS

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET COME(S) ARE REQUIRED BY EACH OF THE PURCHASER AND THE JOINT DEALER MANAGERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

GENERAL

THE REPURCHASE PERIOD FOR THE INVITATION HAS NOW ENDED, AND NEITHER THIS ANNOUNCEMENT, THE INVITATION TERM SHEET NOR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY BONDS. IN THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE INVITATION TO BE MADE BY A LICENSED BROKER OR DEALER AND EITHER OF THE JOINT DEALER MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES IS SUCH A LICENSED BROKER OR DEALER IN ANY SUCH JURISDICTION, THE INVITATION SHALL BE DEEMED TO BE MADE BY SUCH JOINT DEALER MANAGER OR SUCH AFFILIATE, AS THE CASE MAY BE, ON BEHALF OF THE PURCHASER IN SUCH JURISDICTION.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER FACTORS

Certain statements included herein AND/OR IN THE INVITATION TERM SHEET may constitute forward-looking statements within the meaning of the securities laws of certain jurisdictions. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "are expected to", "intends", "will", "will continue", "should", "would be", "seeks", "anticipates" or similar expressions or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement AND/OR THE INVITATION TERM SHEET and include statements regarding the intentions, beliefs or current expectations of the Purchaser concerning, among other things, the results in relation to operations, financial condition, liquidity, prospects, growth and strategies of the Purchaser and the industry in which it operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE INVITATION TERM SHEET. THE INVITATION TERM SHEET CONTAINS IMPORTANT INFORMATION WITH RESPECT TO THE INVITATION.

THE JOINT DEALER MANAGERS ARE ACTING EXCLUSIVELY FOR THE PURCHASER AND NO-ONE ELSE IN CONNECTION WITH THE INVITATION. THE JOINT DEALER MANAGERS WILL NOT REGARD ANY OTHER PERSON AS THEIR RESPECTIVE CLIENTS AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE PURCHASER FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS, NOR FOR PROVIDING ADVICE IN RELATION TO THE INVITATION OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET.

NEITHER OF THE JOINT DEALER MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET) OR ANY OTHER INFORMATION RELATING TO THE PURCHASER, WHETHER WRITTEN, ORAL OR IN A VISUAL OR ELECTRONIC FORM, AND HOWSOEVER TRANSMITTED OR MADE AVAILABLE, OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET OR THEIR CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.

 

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