VEON wraps any-and-all tenders, plans to give outcome after meeting

By Susanna Moon

Chicago, Dec. 27 – VEON Ltd.’s wholly owned subsidiary, VEON Holdings BV, wrapped tender offers for three series of notes at 5 a.m. ET on Dec. 26.

As announced Nov. 13, VEON was holding a cash tender for any and all of three series of notes and a capped tender for a fourth issue until 5 a.m. ET on Dec. 12.

The capped offer ended as scheduled on Dec. 12. The any-and-all offers, along with the voting deadline, for the three other issues were extended on Dec. 13.

The following day, the company said that the meetings in London were adjourned due to a lack of quorum and they had been adjourned until Dec. 28.

On Thursday, the company announced that the tender offers had ended and said that it will release the results after the adjourned meetings on Friday.

In the capped offer, the company was tendering for the $900 million of 4.95% notes due June 16, 2024 issued by VEON Holdings for a total purchase price of $962.50 per $1,000 principal amount.

The amount of capped notes accepted for purchase was originally slated to be $400 million excluding accrued interest but was amended to the amount accepted on Dec. 13.

VEON accepted for purchase $367,462,000 of the 4.95% notes for an amount of $353,682,175, according to a previous company update.

After settlement on Dec. 17, there was $532,538,000 of the notes left outstanding.

The capped amount was set at a fixed amount of $400 million on Nov. 28 when the company extended the early tender deadline to coincide with the end of the tender offers.

Originally, the cap was to be based on a maximum tender payment of $1.35 billion less the amount paid in the any-and-all offers.

VEON is offering to purchase any and all of the following notes with a total purchase price and consent payment for each $1,000 principal amount:

• $376,705,000 of outstanding $1 billion 7.748% loan participation notes due Feb. 2, 2021 issued by but with limited recourse to VIP Finance Ireland DAC, formerly VIP Finance Ireland Ltd., with a total purchase price of $1,091.25 and a consent payment of $5.00;

• $628,463,000 of outstanding $1.5 billion 7.5043% guaranteed notes due March 1, 2022 issued by VEON Holdings, formerly VimpelCom Holdings BV and guaranteed by PJSC Vimpel-Communications, with a total purchase price of $1,101.25 and a consent payment of $5.00; and

• $982,875,000 of outstanding $1 billion 5.95% notes due Feb, 13, 2023 issued by VEON Holdings with a total purchase price of $1,037.50 and a consent payment of $5.00.

The total amount for each series, including the 4.95% notes, includes an early tender premium of $30.00 per $1,000 principal amount. Originally the company was offering the amount only for notes tendered by the early deadline of 5 p.m. ET on Nov. 27.

Holders will also receive accrued interest.

The company is soliciting consents for the 2022 notes and the 2023 notes and VIP Finance Ireland DAC is seeking consents for the 2021 notes to amend the notes to remove and amend certain covenants; the terms of the 2022 notes and the 2023 notes to remove the negative pledge covenants; and the loan agreement dated Feb. 1, 2011 between Vimpel as borrower and VIP Finance as lender for the 2021 notes, according to a previous announcement.

Holders were allowed to submit voting instructions for or against the proposed amendments without participating in the tender offer.

The tender was not conditional upon the consent solicitation.

Voting instructions were originally due by 5 a.m. ET on Dec. 12 for the 2021 notes, 5:15 a.m. ET for the 2022 notes and 5:30 a.m. ET for the 2023 notes.

The bondholder meetings were originally set for Dec. 14 in London.

Settlement has now pushed back until Jan. 3.

Barclays Bank plc (800 438-3242, 212 528-7581, +44 20 3134 8515 or liability.management@barclays.com), Citigroup Global Markets Ltd. (800 558-3745, 212 723-6106, +44 20 7986 8969 or liabilitymanagement.europe@citi.com) and Merrill Lynch International (+44 20 7996 5420 or DG.LM_EMEA@baml.com) are the dealer managers.

The tender and tabulation agent is Citibank, NA, London Branch (+44 20 7508 3867 or exchange.gats@citi.com).

VEON Ltd. provides mobile and fixed-line telecommunications services through its subsidiaries. The company is based in Amsterdam.

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