Vodafone reveals final results of tender offers for Unitymedia notes

By Sarah Lizee

Olympia, Wash., Sept. 25 – Vodafone Group plc announced the final results of the any-and-all cash tender offers, consent solicitations and concurrent change-of-control offers for four series of notes issued by Unitymedia entities.

The any-and-all tender offers expired at 11:59 p.m. ET on Sept. 24.

In the any-and-all offers, holders had tendered the following amounts by 5 p.m. ET on Sept. 10, the early tender date:

• €360,524,700 of the €378 million of 4.625% senior secured notes due 2026 co-issued by Unitymedia Hessen GmbH & Co. KG and Unitymedia NRW GmbH for a tender consideration of €1,059.80 per €1,000 of notes;

• €427,842,000 of the €500 million of 3.5% senior secured notes due 2027 co-issued by Unitymedia Hessen and Unitymedia NRW for a tender consideration of €1,035.16 per €1,000 of notes;

• €386,881,200 of the €427.5 million of 6.25% senior secured notes due 2029 co-issued by Unitymedia Hessen and Unitymedia NRW for a tender consideration of €1,085.84 per €1,000 of notes; and

• €635,194,000 of the €700 million of 3.75% senior notes due 2027 issued by Unitymedia GmbH for a tender consideration of €1,039.77 per €1,000 of notes.

Holders tendered the following amounts after the early tender date and before the expiration date:

• €90,000 of the remaining €17,475,300 of 4.625% senior secured notes due 2026;

• €400,000 of the remaining €72,158,000 of 3.5% senior secured notes due 2027;

• €1,012,500 of the remaining €40,618,800 of 6.25% senior secured notes due 2029; and

• €1 million of the remaining €64,806,000 of 3.75% senior notes due 2027.

The tender consideration amounts were set using an early tender yield of negative 0.05%.

Holders who tendered their notes by the early tender date will also receive an early tender premium of €30.00 per $1,000 of notes, which is not included in the tender considerations listed above.

Holders will also receive accrued interest.

Consent solicitations

In conjunction with the tender offers, the issuers solicited consents from holders to proposed amendments to the indentures under which the notes were issued to, among other things, eliminate substantially all of the restrictive covenants and certain events of default and terminate certain reporting requirements.

Holders who validly tendered their notes are deemed to have delivered their consents.

In order for the proposed amendments to be adopted for each series, consents had to be received for at least a majority of the aggregate principal amount of the notes then outstanding.

The offers were not conditional upon the receipt of the requisite consents, and each offer and consent solicitation was not conditional upon any of the other offers and consent solicitations.

Change-of-control offer

As a result of the Liberty Global plc acquisition closing on July 31, a change of control occurred and the issuers are required to offer to purchase all of the notes at 101 plus accrued interest, if any, on Sept. 26.

The change-of-control offer expired at 11:59 p.m. ET on Sept. 24.

By the expiration time, €520,000 of 3.5% notes, €10,876,500 of 6.25% notes and €100,000 of 3.75% notes were tendered.

Tenders of notes under the change-of-control offer did not result in the giving of a consent under the consent solicitations, and holders of notes tendered in the change-of-control offer were not be entitled to the total consideration of the any-and-all offers.

After settlement of the tender offer and change-of-control offer, it is expected that €17,385,300 of 4.625% notes, €71,238,000 of 3.5% notes, €28,729,800 of 6.25% notes and €63,706,000 of 3.75% notes will remain outstanding.

Purpose of offers, consent bid

The offers were made as part of Vodafone's liability management and to provide liquidity to holders following the completion of Vodafone’s acquisition of certain operations of Liberty Global.

The offers also provide investors with an opportunity to sell their notes for the relevant total consideration, which is in excess of the 101 purchase price that is required by the change-of-control provisions of the indentures.

Immediately following settlement of the tender offers and the change-of-control offer, the co-issuers intend to redeem up to 10% of the original aggregate principal amount of the 2026 notes, the 2027 notes and the 2029 notes at a redemption price of 103 plus accrued interest and additional amounts, if any.

Only the notes that are not tendered under the offers or the change-of-control offer are subject to the redemption, and as a result the offers provided holders with an opportunity to sell their notes and avoid a partial redemption at 103.

D.F. King (800 714-3306, 212 269-5550 for banks and brokers, +44 20 7920 9700 or vodafone@dfkingltd.com) is the information and tender agent. Deutsche Bank AG, London Branch (+44 20 7545 8011) and Merrill Lynch International (+44 20 7996 5420 and DG.LM_EMEA@baml.com) are dealer managers.

Vodafone is a telecommunications company based in London.

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