Vodafone completes change-of-control tender offer for Cableuropa notes

By Jennifer Chiou

New York, Aug. 29 – Vodafone Group plc announced the close of Vodafone Holdings Europe SLU’s change-of-control offer for five series of notes issued by Nara Cable Funding Ltd. and ONO Finance II plc.

The tender offers ended at 5 p.m. ET on Aug. 28 for the dollar-denominated notes and at noon ET on Aug. 28 for the euro-denominated notes.

As reported, the company offered a premium over the 101% of par purchase price required under the change-of-control covenant in the note terms.

The issuers are standalone companies that issued the notes to provide loans to Cableuropa SAU. Vodafone Holdings Europe is the parent of Vodafone Espana SAU, which recently acquired Grupo Corporativo ONO, SA, the parent company of Cableuropa, resulting in a change of control under the notes indenture.

According to a press release, the following notes were tendered and accepted:

• €241,511,000 of the €1 billion of 8.875% senior secured notes due 2018 issued by Nara Cable Funding Ltd. at a price of 106.059;

• $356,235,000 of the €1 billion of 8.875% senior secured notes due 2018 issued by Nara Cable Funding Ltd. at a price of 106.059;

• €134.99 million of the €310 million of 8.875% senior secured notes due 2018 issued by Nara Cable Funding Ltd. at a price of 106.059;

• €53,723,000 of the €295 million of 11.125% senior notes due 2019 issued by ONO Finance II plc at a price of 108.808; and

• $65,526,000 of the €225 million of 10.875% senior notes due 2019 issued by ONO Finance II plc at a price of 108.594.

The company previously said it will pay accrued interest to but excluding the settlement date of Sept. 4.

The company said in a prior release that the offer prices reflect more closely market-based pricing and also reflect a premium to the call prices of the notes in either December or January 2015, which is intended to capture the lower costs of funding for the company compared with the coupon on the notes.

The dealer manager was Deutsche Bank, AG London Branch (866 627-0391, 212 250-2955 or 44 0 207 545 8011 or email to liability.management@db.com). The information and tender agent was Bank of New York Mellon (315 414 3360 or 44 0 120 268 9644 or email to ct_reorg_unit_inquiries@bnymellon.com or debtrestructuring@bnymellon.com).

Vodafone is a London-based telecommunications company. It launched the offer on July 30.

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