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Mexico CityMay 23, 2026 /PRNewswire/ — ESENTIA Energy Development, S.A.B. de C.V. (Mexican Stock Exchange: ESENTIA, “ESENTIA” or the “Company”) today announced the successful completion of a $2 billion issuance of senior unsecured notes under Rule 144A/Reg S. The transaction consists of two tranches: $1 billion in notes with a coupon of 6.125% maturing in 2033, and $1 billion in notes with a coupon of 6.500% maturing in 2038, both with bullet repayment at maturity. The issuance was oversubscribed by 4.5 times. The proceeds will be used to fully repay approximately $2.1 billion in existing project-level debt across four operating subsidiaries. Concurrently, the Company established a $600 million committed revolving credit facility to enhance financial flexibility and liquidity position.
This transaction marks a significant milestone in ESENTIA’s corporate development. The proceeds fully repay approximately $2.1 billion in project-level debt across four operating subsidiaries, consolidating years of asset-by-asset development into a single, unified corporate capital structure. This new structure significantly enhances ESENTIA’s financial flexibility, eliminates principal amortization, releases restricted cash, and establishes a covenant framework aligned with the Company’s long-term growth strategy. Through this issuance, ESENTIA has entered the international debt capital markets for the first time as an investment-grade corporate issuer—a transformation that, together with the Company’s initial public offering on the Mexican Stock Exchange in November 2025, positions ESENTIA as a leading investment-grade energy company in Latin America.
Chief Executive Officer Daniel Bustos stated: “This is a defining moment for ESENTIA. Fully refinancing all project financing debt and replacing it with investment-grade corporate bonds completes the deep restructuring of ESENTIA’s capital structure that began with our successful IPO last November. The global energy market is experiencing unprecedented growth in AI-related electricity demand, coupled with a significant increase in energy supply costs and risks. Mexico is no exception, and we believe the Company is uniquely positioned to capture both organic and inorganic growth opportunities.”
Chief Financial Officer Stephen Griffiths stated: “The 4.5 times oversubscription and the quality of the investor book reflect the global investment community’s confidence in ESENTIA’s credit profile and financial discipline. The two tranches—seven-year and twelve-year maturities—extend our debt tenure, providing ample room to execute our expansion plans and long-term growth strategy.”
Investment-Grade Ratings
The notes received investment-grade ratings from each of the three major global rating agencies, all with stable outlooks:
- Moody’s Ratings: Baa3, stable outlook
- S&P Global Ratings: BBB–, stable outlook
- Fitch Ratings: BBB–, stable outlook
These ratings reflect the Company’s highly predictable cash flow profile (supported by long-term, U.S. dollar-denominated take-or-pay contracts) and ESENTIA’s strategic role as critical natural gas infrastructure, supplying approximately 16% of Mexico’s daily natural gas demand.
Note: Securities ratings are not recommendations to buy, sell, or hold securities, and may be revised or withdrawn at any time.
Transaction Execution
The issuance was led by ESENTIA’s finance and legal teams, with joint bookrunners including BofA Securities Inc., Citigroup Global Markets Inc., and ING Financial Markets Inc. Davis Polk & Wardwell LLP and Galicia Abogados served as legal counsel to the Company. Milbank LLP and Ritch, Mueller y Nicolau, S.C. served as legal counsel to the underwriters.
About ESENTIA ENERGY DEVELOPMENT
ESENTIA Energy Development, S.A.B. de C.V. (Mexican Stock Exchange: ESENTIA) is Mexico’s largest private natural gas pipeline operator, owning and operating the Wahalajara system—an approximately 2,000-kilometer interconnected pipeline network linking the Waha Hub in West Texas to industrial and power generation centers in central-western Mexico. The Company’s revenue is primarily derived from long-term, U.S. dollar-denominated take-or-pay contracts. ESENTIA completed its initial public offering on the Mexican Stock Exchange in November 2025.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often begin with words such as “believe,” “expect,” “may,” “anticipate,” “plan,” “intend,” “assume,” “will,” or similar expressions. The forward-looking statements contained herein relate to the Company’s note issuance and the intended use of proceeds, among other matters. These expectations may not materialize. Some expectations may be based on assumptions or judgments that prove to be incorrect. Additionally, ESENTIA’s business and operations involve numerous risks and uncertainties, many of which are beyond ESENTIA’s control, that could cause ESENTIA’s expectations not to be realized or otherwise materially affect ESENTIA’s financial condition, results of operations, and cash flows.
Forward-looking statements speak only as of the date they are made, and ESENTIA undertakes no (and expressly disclaims any) obligation to update any forward-looking statements to reflect events or circumstances occurring after the date such statements are made, or to reflect the occurrence of any unanticipated events. Given the foregoing risks and uncertainties, and the possibility that actual results may differ materially from the assumptions underlying certain forward-looking statements, investors should be aware that the results, events, or developments disclosed in any forward-looking statement in this document may not occur, and actual results may differ materially from those described herein, including those described as expectations, anticipations, goals, projections, or similar expressions.