VEON tenders for any and all of three series, capped amount of fourth

By Susanna Moon

Chicago, Nov. 13 – VEON Ltd.’s wholly owned subsidiary, VEON Holdings BV, is holding a cash tender for any and all of three series of notes and a capped tender for a fourth issue.

The purpose of the tender is to use proceeds of the sale of VEON's 50% stake in Wind Tre to reduce the principal amount of the notes and interest expense and, in the concurrent consent bid, to amend or remove some note covenants, according to a company announcement.

The tender offer and consent solicitation will run until 5 a.m. ET on Dec. 12.

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.

In the capped offer, the company is 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 will be based on a maximum tender payment of $1.35 billion less the amount paid in the any-and-all offers, the company noted.

The total amount for each series includes an early tender premium of $30.00 per $1,000 principal amount of 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 company announcement.

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

Tenders may be withdrawn before the early deadline.

The tender is not conditional upon the consent solicitation.

Voting instructions are 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 will be held in London on Dec. 14.

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 are the dealer managers. Citibank, NA, London Branch (+44 20 7996 5420 or DG.LM_EMEA@baml.com) is the tender and tabulation agent.

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, the Netherlands.

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