Business Context and Reporting Period
Company: Ellomay Capital Ltd.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: March 23, 2026
Context: The filing provides an update regarding proposed amendments to the terms of the Company's debentures (Series D, E, F, and G) following a recent change in control. Notices for meetings of debenture holders were published on March 22, 2026, to seek approval for these amendments.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, or liquidity metrics. It focuses exclusively on proposed changes to debt instrument terms.
Material Changes and Proposed Amendments
The Company proposes amendments to the deeds of trust for Series D through G debentures, effective June 4, 2026, contingent upon holder approval. Key changes include:
- Change in Control Provision: All series (D-G) will amend Section 9.1.23 to replace references to Messrs. Ran Fridrich and Shlomo Nehama with O.Y. Nofar Energy Ltd. and Mr. Ofer Yanay.
- Series D Convertible Debentures:
- Proposed decrease in conversion price from NIS 165 to NIS 101.5 per ordinary share.
- Implementation is subject to court approval, shareholder approval, and stock exchange listing approvals; timing is currently uncertain.
- Series E Secured Debentures:
- Annual interest rate increase from 6.05% to 6.15%.
- Early redemption spread decrease from 1.25% to 1%.
- Series F Debentures:
- Annual interest rate increase from 5.5% to 5.75% (reversible if rated above Baa1.il).
- Early redemption spread decrease from 1.75% to 1.3%.
- Series G Debentures:
- Annual interest rate increase from 6.34% to 6.59% (reversible if rated above Baa1.il).
- Early redemption spread decrease from 1.5% to 1.3%.
Guidance, Risks, and Contingencies
Contingencies: All proposed amendments are subject to the approval of debenture holders. There is no assurance that the change of control or the amendments will be approved. The Series D conversion price reduction requires additional court and regulatory approvals.
Risks and Uncertainties: The filing highlights substantial risks including:
- Failure of debenture holders to approve amendments or renegotiate terms.
- Impact of military conflicts in Israel, Gaza, and Iran, as well as the war between Russia and Ukraine.
- Regulatory changes, increases in interest rates, inflation, and exchange rate fluctuations.
- Technical disruptions in power plant operations or construction delays.
- Changes in electricity prices, demand, and resource costs (waste, natural gas, oil).
Investor Verification Checklist
- Verify the outcome of the debenture holder meetings scheduled following the March 22, 2026 notices.
- Monitor court and regulatory approvals required for the Series D conversion price reduction.
- Review the Company's credit rating status to determine if interest rate increases on Series F and G are reversible.
- Assess the impact of ongoing regional conflicts on the Company's operational continuity and financing capabilities.
- Confirm the final terms of the change in control transaction involving O.Y. Nofar Energy Ltd. and Mr. Ofer Yanay.