ESENTIA Energy Development announced the successful completion of a US$2 billion senior unsecured 144A/Reg S notes offering, marking the company’s debut in the international debt capital markets as an investment-grade corporate issuer.
The offering included two tranches: US$1 billion of 6.125% notes due 2033 and US$1 billion of 6.500% notes due 2038, both structured with bullet maturities. According to the company, the transaction was 4.5 times oversubscribed, reflecting strong investor demand.
ESENTIA said proceeds from the financing were used to fully repay approximately US$2.1 billion of existing project-level debt across four operating subsidiaries. Alongside the bond issuance, the company also established a committed US$600 million revolving credit facility designed to enhance liquidity and financial flexibility.
The company described the refinancing as a major milestone in its transition from a project-finance structure into a unified corporate capital structure. ESENTIA said the new structure eliminates principal amortization requirements, frees restricted cash, and introduces covenant terms aligned with the company’s long-term expansion strategy.
The bond issuance follows ESENTIA’s initial public offering on the Bolsa Mexicana de Valores in November 2025 and further establishes the company as an investment-grade energy infrastructure operator in Latin America.
ESENTIA also achieved simultaneous investment-grade ratings from all three major credit rating agencies, each with a stable outlook. Moody’s Ratings assigned a Baa3 rating, while S&P Global Ratings and Fitch Ratings both assigned BBB– ratings.
The company said the ratings reflect its predictable cash flow profile supported by long-term, U.S. dollar-denominated, take-or-pay contracts, as well as its strategic role in supplying approximately 16% of Mexico’s daily natural gas demand.
ESENTIA operates the Wahalajara pipeline system, an interconnected network spanning approximately 2,000 kilometers that connects the Waha Hub in West Texas to industrial and power generation centers in Central-Western Mexico. The company describes itself as Mexico’s largest privately owned natural gas pipeline operator.
The transaction was led by ESENTIA’s finance and legal teams together with joint bookrunners BofA Securities, Citigroup Global Markets, and ING Financial Markets. Legal counsel included Davis Polk & Wardwell and Galicia Abogados for the company, while Milbank LLP and Ritch, Mueller y Nicolau represented the underwriters.
KEY QUOTES:
“This is a defining moment for ESENTIA. The refinancing of all our project finance debt and its replacement with investment grade corporate bonds complete a profound restructuring of ESENTIA´s capital structure, which started last November with our successful IPO. The global energy markets are experiencing the combined impact of unprecedented AI related power demand and a large increase in the costs and risks of energy supply. Mexico is not an exception, and we believe our company is uniquely positioned to capture both organic and inorganic growth opportunities.”
Daniel Bustos, Chief Executive Officer, ESENTIA
“The 4.5 times oversubscription and the quality of the investor book reflect the confidence of the global investment community in ESENTIA’s creditworthiness and financial discipline. The seven- and twelve-year tranches extend our maturity profile and give us the runway to execute our Expansion Plan and long-term growth strategy.”
Stephen Griffiths, Chief Financial Officer, ESENTIA
