VimpelCom receives tenders for $1.8 billion of notes, sets pricing

New York, March 16 – VimpelCom Amsterdam BV said it received tenders for $1.8 billion of notes in its cash tender offer for up to $2.1 billion principal amount of eight series of notes, according to a press release by VimpelCom Holdings BV.

The issuer also set pricing for the fourth priority tier of the offer.

As previously announced, the offer is divided into four priority levels.

By the early tender deadline of 4 p.m. ET on March 13, the tender results were:

• $234,978,000 of the $500 million 6.493% loan participation notes due 2016 issued by, but with limited recourse to, VIP Finance Ireland Ltd. The notes have first priority of acceptance, and VimpelCom will pay $1,028.75 per $1,000 principal amount;

• $334,219,000 of the $600 million 8¼% loan participation notes due 2016 issued by, but without recourse to, UBS (Luxembourg) SA. The notes have first priority of acceptance, and VimpelCom will pay $1,047.50 per $1,000 principal amount;

• $499,151,000 of the $1 billion 9 1/8% loan participation notes due 2018 issued by, but with limited recourse to, VIP Finance Ireland Ltd. The notes have first priority of acceptance, and VimpelCom will pay $1,050.00 per $1,000 principal amount;

• $349,230,000 of the $1 billion 7.748% loan participation notes due 2021 issued by, but with limited recourse to, VIP Finance Ireland Ltd. The notes have second priority of acceptance, and VimpelCom will pay $960.00 per $1,000 principal amount;

• $151,157,000 of the $500 million 6.2546% guaranteed notes due 2017 issued by VimpelCom Holdings BV. The notes have third priority of acceptance, and VimpelCom will pay $997.50 per $1,000 principal amount;

• $190,627,000 of the $1.5 billion 7.5043% guaranteed notes due 2022 issued by VimpelCom Holdings BV. The notes have third priority of acceptance, and VimpelCom will pay $937.50 per $1,000 principal amount;

• $28,935,000 of the $600 million 5.2% notes due 2019 issued by VimpelCom Holdings BV. The notes have fourth priority of acceptance, and pricing was fixed at $907.50, the high end of the acceptable bid range of $887.50 to $907.50; and

• $17,125,000 of the $1 billion 5.95% notes due 2023 issued by VimpelCom Holdings BV. The notes have fourth priority of acceptance, and pricing was fixed at $837.50, the high end of the acceptable bid range of $817.50 to $837.50.

All purchase prices are per $1,000 principal amount of notes and include an early tender premium of $30 per $1,000 of notes that will only be paid to holders who tender by the early deadline.

Pricing for the fourth tier was set using a modified Dutch auction.

VimpelCom will also pay accrued interest on notes accepted for purchase.

As announced earlier, VimpelCom will buy up to $2.1 billion of notes, in order of priority, with a cap of $350 million for the fourth priority notes.

The tender was announced on March 2 and ends at 11 a.m. ET on March 30.

Barclays (+44 20 3134 8515), Citigroup Global Markets Ltd. (800 558-3745 or 212 723-6106 collect or +44 20 7986 8969 outside the United States) and Societe Generale (212 278-6964 collect or +44 207 676 7579 outside the United States) are the dealer managers, and Citibank NA, London Branch (+44 207 508 3867) is the tender agent.

VimpelCom is a telecommunications provider based in Moscow.

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