Vimpelcom Amsterdam B.V. Announces Tender Offer Results
OREANDA-NEWS. On 2 March 2015, VimpelCom Amsterdam B.V. (the “Company”) announced its offer to purchase up to U.S.\$2,100,000,000 (subject to the terms and conditions set out in the offer to purchase dated 2 March 2015 (the “Offer to Purchase”), the “Maximum Tender Amount”) of its outstanding (i) U.S.\$500,000,000 6.493% Loan Participation Notes due 2016 issued by, but with limited recourse to, VIP Finance Ireland Limited (the “Series 1 Notes”), (ii) U.S.\$600,000,000 8.25% Loan Participation Notes due 2016 issued by, but without recourse to, UBS (Luxembourg) S.A. (the “Series 2 Notes”), (iii) U.S.\$1,000,000,000 9.125% Loan Participation Notes due 2018 issued by, but with limited recourse to, VIP Finance Ireland Limited (the “Series 3 Notes” and together with the Series 1 Notes and the Series 2 Notes, the “First Priority Notes”), (iv) U.S.\$1,000,000,000 7.748% Loan Participation Notes due 2021 issued by, but with limited recourse to, VIP Finance Ireland Limited (the “Series 4 Notes” and the “Second Priority Notes”), (v) U.S.\$500,000,000 6.2546% Guaranteed Notes due 2017 issued by VimpelCom Holdings B.V. (the “Series 5 Notes”), (vi) U.S.\$1,500,000,000 7.5043% Guaranteed Notes due 2022 issued by VimpelCom Holdings B.V. (the “Series 6 Notes” and together with the Series 5 Notes, the “Third Priority Notes”), (vii) U.S.\$600,000,000 5.20% Notes due 2019 issued by VimpelCom Holdings B.V. (the “Series 7 Notes”) and (viii) U.S.\$1,000,000,000 5.95% Notes due 2023 issued by VimpelCom Holdings B.V. (the “Series 8 Notes” and together with the Series 7 Notes, the “Fourth Priority Notes”) (the “Offer”). The First Priority Notes, Second Priority Notes, Third Priority Notes and Fourth Priority Notes are collectively referred to herein as the “Notes”.
Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Offer to Purchase.
Further to the announcement of the Offer on 2 March 2015 and the announcement of the early tender results and clearing prices for the Fourth Priority Notes on 16 March 2015, the Company hereby informs Noteholders that, as at the Expiration Time (being 4.00 pm London time (11.00 a.m. New York time) on 30 March 2015), the aggregate principal amount of each Series of Notes validly tendered and accepted for purchase by the Company is set out in the sixth column of the table below under the heading “Aggregate Principal Amount Accepted for Purchase”, representing U.S.\$1,837,572,000 of principal amount of the Notes. The consideration payable (including any Early Tender Payment (as defined in the Offer to Purchase) but excluding Accrued Interest (defined below)) by the Company in respect of the Notes validly tendered and accepted for purchase, is set out in the eighth column of the table below under the heading “Consideration payable”, and amounts to U.S.\$1,850,737,740 in aggregate. Accrued Interest payable in respect of Notes validly tendered and accepted for purchase is set out in the ninth column of the table below under the heading “Accrued Interest”, and amounts to U.S.\$38,819,938.80 in aggregate. All Notes validly tendered in the Offer have been accepted in full and there will be no pro-ration.
First Priority Notes(1)
ISINs | CUSIP | Title of Security | Maturity Date | Priority Acceptance Level(2) | Aggregate Principal Amount Accepted for Purchase | Aggregate Principal Amount Outstanding following settlement of the Offer | Consideration payable(3) | Accrued Interest(4) |
---|---|---|---|---|---|---|---|---|
US918242AC23 (Rule 144A) / XS0587030957 (Reg S) | 918242AC2 | U.S.\$500,000,000 6.493% Loan Participation Notes issued by VIP Finance Ireland Limited (the Series 1 Notes) | 2016 | U.S.\$500,000,000 | U.S.\$235,678,000 | U.S.\$264,322,000 | U.S.\$242,432,742.50 | U.S.\$2,550,428.72 |
US90263MAE49 (Rule 144A) / XS0253861834 (Reg S) | 90263MAE4 | U.S.\$600,000,000 8.25% Loan Participation Notes issued by UBS (Luxembourg) S.A. (the Series 2 Notes) | 2016 | U.S.\$600,000,000 | U.S.\$334,219,000 | U.S.\$265,781,000 | U.S.\$350,094,402.50 | U.S.\$9,880,349.40 |
US918242AB40 (Rule 144A)/ XS0361041808 (Reg S) | 918242 AB4 | U.S.\$1,000,000,000 9.125% Loan Participation Notes issued by VIP Finance Limited (the Series 3 Notes) | 2018 | U.S.\$1,000,000,000 | U.S.\$500,851,000 | U.S.\$499,149,000 | U.S.\$525,842,550.00 | U.S.\$19,296,676.26 |
Second Priority Notes(1)
ISINs | CUSIP | Title of Security | Maturity Date | Priority Acceptance Level(2) | Aggregate Principal Amount Accepted for Purchase | Aggregate Principal Amount Outstanding following settlement of the Offer | Consideration payable(3) | Accrued Interest(4) |
---|---|---|---|---|---|---|---|---|
US918242AD06 (Rule 144A)/ XS0587031096 (Reg S) | 918242AD0 | U.S.\$1,000,000,000 7.748% Loan Participation Notes issued by VIP Finance Ireland Limited (the Series 4 Notes) | 2021 | U.S.\$1,000,000,000 | U.S.\$349,430,000 | U.S.\$650,570,000 | U.S.\$335,446,800 | U.S.\$4,512,306.23 |
Third Priority Notes(1)
ISINs | CUSIP | Title of Security | Maturity Date | Priority Acceptance Level(2) | Aggregate Principal Amount Accepted for Purchase | Aggregate Principal Amount Outstanding following settlement of the Offer | Consideration payable(3) | Accrued Interest(4) |
---|---|---|---|---|---|---|---|---|
US92718WAA71 (Rule 144A)/ XS0643176448 (Reg S) | 92718W AA7 | U.S.\$500,000,000 6.2546% Guaranteed Notes issued by VimpelCom Holdings B.V. (the Series 5 Notes) | 2017 | U.S.\$500,000,000 | U.S.\$151,357,000 | U.S.\$348,643,000 | U.S.\$150,972,607.50 | U.S.\$815,194.47 |
US92718WAB54 (Rule 144A) / XS0643183220 (Reg S) | 92718W AB5 | U.S.\$1,500,000,000 7.5043% Guaranteed Notes issued by VimpelCom Holdings B.V. (the Series 6 Notes) | 2022 | U.S.\$1,500,000,000 | U.S.\$219,977,000 | U.S.\$1,280,023,000 | U.S.\$205,347,937.50 | U.S.\$1,421,499.45 |
Fourth Priority Notes(1)
ISINs | CUSIP | Title of Security | Maturity Date | Priority Acceptance Level(2) | Aggregate Principal Amount Accepted for Purchase | Aggregate Principal Amount Outstanding following settlement of the Offer | Consideration payable(3) | Accrued Interest(4) |
---|---|---|---|---|---|---|---|---|
US92718WAD11 (Rule 144A)/ XS0889401054 (Reg S) | 92718W AD1 | U.S.\$600,000,000 5.20% Notes issued by VimpelCom Holdings B.V. (the Series 7 Notes) | 2019 | U.S.\$600,000,000 | U.S.\$28,935,000 | U.S.\$571,065,000 | U.S.\$26,258,512.50 | U.S.\$204,795.56 |
US92718WAE93 (Rule 144A)/ XS0889401724 (Reg S) | 92718W AE9 | U.S.\$1,000,000,000 5.95% Notes issued by VimpelCom Holdings B.V. (the Series 8 Notes) | 2023 | U.S.\$1,000,000,000 | U.S.\$17,125,000 | U.S.\$982,875,000 | U.S.\$14,342,187.50 | U.S.\$138,688.71 |
(1) Pursuant to the Offer, the Company invited Noteholders to tender for purchase for cash (i) in respect of the First Priority Notes, any and all of the First Priority Notes, (ii) in respect of the Second Priority Notes, the Maximum Tender Amount less the aggregate principal amount of the First Priority Notes validly tendered and accepted for purchase in the Offer, (iii) in respect of the Third Priority Notes, the Maximum Tender Amount less the aggregate principal amount of the First Priority Notes and Second Priority Notes validly tendered and accepted for purchase in the Offer and (iv) in respect of the Fourth Priority Notes, the lower of (a) the Maximum Tender Amount less the aggregate principal amount of the First Priority Notes, Second Priority Notes and Third Priority Notes validly tendered and accepted for purchase in the Offer and (b) U.S.\$350,000,000.
(2) Aggregate principal amount of Notes outstanding as at the date of this announcement.
(3) Consideration payable in respect of a Series of Notes is the Tender Offer Consideration in respect of Notes validly tendered and accepted for purchase plus, if applicable, any Early Tender Payment. Does not include Accrued Interest.
(4) Accrued Interest in respect of each Series of Notes consists of interest accrued but unpaid from the previous interest payment date up to, but not including, the Settlement Date.
No Notes purchased pursuant to the Offer will be reissued or resold.
Settlement
The expected settlement date for the Offer is 2 April 2015 (the “Settlement Date”).
Holders of Notes who validly tendered and did not withdraw their Notes before the Early Tender Time will receive the Total Consideration (as defined in the Offer to Purchase) on the Settlement Date, which includes the Early Tender Payment (as defined in the Offer to Purchase) of U.S.\$30 per U.S.\$1,000 principal amount of Notes validly tendered and accepted for purchase. Holders who tendered their Notes after the Early Tender Time will receive the Tender Offer Consideration (as defined in the Offer to Purchase) on the Settlement Date, which is the Total Consideration minus the Early Tender Payment.
Subject to the conditions set out in the Offer to Purchase, the Company will pay to holders of Notes in cash on the Settlement Date (i) the Total Consideration or the Tender Offer Consideration, as applicable, and (ii) accrued interest up to, but not including, the Settlement Date (“Accrued Interest”).
The Offer has now expired and no further Notes can be tendered for purchase pursuant to the Offer.
Notes that have not been tendered and accepted for purchase by the Company pursuant to the Offer will remain outstanding and will remain subject to the terms and conditions of such Notes.
Forward-Looking Statements
The Company considers portions of this announcement and the Offer to Purchase and the documents incorporated by reference to be forward-looking statements. Forward-looking statements can be identified by the use of words such as “may”, “will”, “plan”, “should”, “expect”, “anticipate”, “estimate”, “continue” or comparable terminology. Forward-looking statements are inherently subject to risks and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, the Company can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of risks and uncertainties, including, without limitation, possible changes in the timing and consummation of the Offer. Holders are cautioned not to place undue reliance on these forward-looking statements. The Company assumes no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise except as may be required under Rule 14e-l under the U.S. Securities Exchange Act of 1934.
The forward-looking statements contained in this announcement, the announcements dated 2 March 2015 and 16 March 2015 and the Offer to Purchase, respectively, speak only as of the date of this announcement, the announcements dated 2 March 2015 and 16 March 2015, respectively, and the Offer to Purchase. The Company does not undertake to publicly update, except as required by U.S. federal securities laws, any forward-looking statement to reflect events or circumstances after such dates or to reflect the occurrence of unanticipated events.
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