Naftogaz reached agreement with 90% of creditors: €1.2 billion debt postponed — this is already the second restructuring in three years

The company avoided default by stretching payments until 2032–2033 and raising the rate to 8.95%. More expensive for investors. For Naftogaz — time enough for two heating seasons.

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Фото: Нафтогаз України

On July 17, the euro bond issuer Kondor Finance plc published a final announcement on the Euronext Dublin exchange: restructuring completed. Behind it stand two issues — €600 million maturing in 2026 and $500 million maturing in 2028. Now both mature in 2032–2033 respectively.

What changed in the terms

The interest rate for both issues increased to 8.95% per annum — compared to 7.125% and 7.625% previously in effect. For comparison: the only other Ukrainian issuer that placed eurobonds during the full-scale war did so at 10.5%. In other words, Naftogaz obtained terms cheaper than the wartime market — but significantly more expensive than pre-war rates.

Beyond the rate, creditors agreed to gradual amortization: for the 2032 eurobonds, the first payments begin in January 2027 — 6% of the amount, then 7.5% in July, the rest in equal semi-annual tranches from 2029 onwards. The dollar issue maturing in 2033 will be repaid later: 17.5% semi-annually from mid-2030.

Owners of securities who supported the deal early — by July 9 — received a one-time bonus: 1% of par value for holders of the 2026 issue and 0.5% for the 2028 issue. Members of the ad hoc committee, representing approximately 40% of the securities and first sitting down to negotiate in June, received an additional 0.25%.

Obligations mechanism — not just a schedule

The agreement contains structural restrictions on the company. Until full repayment of both series, Naftogaz does not pay dividends — except where required directly by Ukrainian law. The company is also obligated to continuously maintain a credit rating from at least one international agency.

Separately, restrictions on new borrowing are fixed. These are standard covenants for similar agreements, but their presence is important: they give creditors leverage if the company tries to take on new debt ahead of scheduled payments.

Why now — and a second time

This is already the second restructuring of Naftogaz eurobonds in three years. The previous one was agreed in late July 2023 — then the company received a deferral against the backdrop of military risks and the need to preserve the energy system's liquidity. The current agreement is essentially a continuation of that logic.

"The restructuring of eurobonds gives us greater opportunities to direct additional resources toward restoring infrastructure after Russian attacks, of which there have been nearly 250 this year alone, and preparing for the heating season."

Serhiy Koretskyi, CEO of Naftogaz Group

Koretskyi explained the financial logic: due to destruction of production facilities, the company is forced to purchase imported gas — more expensive than its own. Only in 2025 did Russia inflict 229 strikes on Naftogaz facilities — more than in the previous three years combined. In 2026, he said, already over 170.

The group's revenue for 2025 grew by 5.7% — to 270.9 billion hryvnia. But costs grew faster, which determined the need to revise the debt schedule.

Market reaction

Over 90% of owners of each series voted "in favor" — with a minimum threshold of 75%. Negotiations took place in two stages: first with the ad hoc committee of international investors, then an open consent procedure for all bondholders. Notably, the agreement was technically closed after Koretskyi was appointed prime minister: the company's chief duties at the time of completion were performed by another manager.

Successful voting confirms the preservation of international creditors' confidence in the state company amid active combat operations — but it does not resolve the question: will the same situation repeat in 2032–2033 if infrastructure remains vulnerable and own production remains below pre-war levels.

If after the war's end Naftogaz does not restore its own production to levels that cover domestic needs without expensive imports, will the 8.95% rate be enough to keep creditors at the table a third time?

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