Vivendi raises prices in tender offer

New York, June 9 - Vivendi Universal SA amended its tender offer to spend up to €1 billion on buying back its outstanding notes, raising the prices on offer for most of the notes and extending the consent date.

The offer covers Vivendi's euro-denominated 9½% senior notes due 2010, dollar-denominated 9¼% senior notes due 2010, and its dollar- and euro-denominated 6¼% notes due 2008.

It increased the prices on offer for its 9¼% senior notes due 2010, its dollar 6¼% notes due 2008 and its euro-denominated 9½% senior notes due 2010.

The order of priorities for buying the notes remains unchanged.

The top priority is the $935 million of outstanding dollar-denominated 9¼% senior notes due 2010. It is offering $1,151.95 per $1,000 principal amount for the notes, up from $1,140 previously. The consent payment remains $30 per $1,000 principal amount.

The second priority is the $975 million of outstanding dollar-denominated 6¼% senior notes due 2008. It is offering $1,035.33 per $1,000 principal amount, up from $1,015. The consent payment remains $30 per $1,000 principal amount.

The third priority is the €325 million of outstanding euro-denominated 9½% senior notes due 2010. It is offering €1,165.55 per €1,000 principal amount, up from €1,160. The consent payment remains €30 per €1,000 principal amount.

The fourth priority is the €500 million of outstanding euro-denominated 6¼% senior notes due 2008. The offer remains €1,042.50 per €1,000 principal amount. The consent payment remains €30 per €1,000 principal amount.

Vivendi pushed the consent deadline back to 5 p.m. ET on June 15 from 5 p.m. ET on June 8.

The expiration date is unchanged at midnight ET on June 24.

Holders who have already tendered do not need to take any action to receive the higher amount on offer.

Vivendi announced the tender and consent solicitation on May 25.

The consent solicitation is for amendments to, and waivers under, the indentures governing the four series of notes that would eliminate substantially all of the restrictive covenants, certain events of default and related provisions.

Vivendi said it would rank the notes tendered in an order of priority, ranging from one to four; all notes having a higher acceptance priority level will be accepted for purchase before any tendered notes having a lower acceptance priority level are accepted.

Since the total cash consideration in the offer is limited to €1 billion, notes that are validly tendered and not withdrawn on or before the expiration deadline may be subject to pro ration, should the total principal amount tendered exceed the maximum tender amount.

Vivendi will also pay accrued and unpaid interest on all tendered notes accepted for payment. Interest will be calculated up to, but not including, the settlement date for the tender offer, which will be promptly following the expiration date.

The offer is not conditioned on any minimum amount of notes being tendered.

The consent payment is not conditioned upon the adoption of the proposed indenture amendments, and the tender offer is not conditioned upon the receipt of the required consents.

Adoption of the proposed amendments requires the consent of at least a majority of the holders of the outstanding 2010 notes, as a class, or the 2008 notes, as a class.

The proposed amendments to the notes' indentures will not become operative if Vivendi does not have sufficient funds to purchase all such 2010 notes or 2008 notes that are validly tendered.

The 9¼% dollar notes due 2010 and the 9½% euro-denominated notes due 2010 vote together as a class for purposes of adopting the proposed amendments, as do the 6¼% dollar- and euro-denominated notes due 2008.

If the proposed amendments are adopted for a class of notes and all notes of that series that are validly tendered and not withdrawn are purchased under the rules of the tender offer, all remaining notes of a particular series that will remain outstanding will be subject to the terms of the applicable indenture, as modified by the applicable supplemental indenture.

The dealer managers for the offer will be Banc of America Securities LLC (call 212 847-5834 or 888 292-7000) and J.P. Morgan Securities Inc. (call 212 834-4802 or +44 (0)207-7742-750 or 866 834-4666). The information agent is Global Bondholder Services Corp. (call +44 (0)20-7864-9136; or for banks and brokers, 212 430-3774 or at 866-470-4500).

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