Nigeria’s IHS Towers begins tender offer, consent bid for 8 3/8% notes

By Angela McDaniels

Tacoma, Wash., Sept. 26 – IHS Towers Netherlands Finco NG BV, formerly known as Helios Towers Finance Netherlands BV, began a tender offer and consent solicitation for its $250 million 8 3/8% guaranteed senior notes due 2019, according to a company news release.

The company is soliciting consents to remove most of the covenants and substantially all of the events of default contained in the trust deed for the notes.

The company is offering $1,050 per $1,000 principal amount of notes. This includes an early consent payment of $50 per $1,000 principal amount of notes tendered by the early participation deadline, 5 p.m. ET on Oct. 7.

Holders will also receive accrued interest.

The tender offer will end at 11:59 p.m. ET on Oct. 24, and the settlement date will be Oct. 27.

Holders must tender a minimum of $200,000 of notes in order to participate. In addition, holders who tender must consent to the proposed amendments.

Holders will vote on the proposed amendments at a meeting in London at 5 a.m. ET on Oct. 26. Holders have until 5 a.m. ET on Oct. 24 to submit voting instructions.

IHS Netherlands Holdco BV plans to issue new dollar fixed-rate notes, and the tender offer is conditioned on the issuance of the new notes.

The tender offer, the consent solicitation and the new notes are part of the broader strategy of the IHS group to refinance and extend the average maturity of its debt and centralize funding for the wholly owned members of the group’s Nigerian operations, which includes IHS Netherlands Holdco, IHS Towers Netherlands Finco, IHS Towers NG Ltd. (formerly known as Helios Towers Nigeria Ltd.) and Tower Infrastructure Co. Ltd.

Once the tender offer settles and the new notes are issued, IHS Netherlands Holdco and each of its subsidiaries will guarantee the new notes. In order for IHS Towers Netherlands and the guarantors to provide these guarantees, certain restrictive covenants in the conditions of the notes must be removed.

Noteholder who wish to subscribe for new notes, in addition to participating in the tender offer and consent solicitation, may request priority in the allocation of the new notes. This priority will be given for a principal amount of new notes up to the principal amount of notes that are tendered.

The dealer managers and solicitation agents are Citigroup Global Markets Ltd. (44 20 7986 8969, 800 558-3745, 212 723-6108 or liability.management.europe@citi.com), Goldman Sachs International (44 20 7774 9862, 800 828-3182, 212 902-6941 or liability.management.eu@gs.com) and Standard Chartered Bank (44 20 7885 5739 or Liability_management@sc.com).

The tender and tabulation agent is Lucid Issuer Services Ltd. (44 207 704 0880 or htn.lucid-is.com).

IHS Netherlands Holdco is a telecommunications tower infrastructure owner and operator based in Lagos, Nigeria.

The issuer of the new notes is a wholly owned subsidiary of IHS Holding Ltd., a telecommunications tower infrastructure company based in Port Louis, Mauritius.

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