LUXEMBOURG, May 17, 2024
/PRNewswire/ -- Telecom Italia Capital ("TICAP") hereby
announces the final results of the USD Exchange Offers (as defined
in the exchange offer memorandum dated April
18, 2024 (the "USD Exchange Offer Memorandum")). The
USD Exchange Offers are made on the terms and subject to the
conditions set out in the USD Exchange Offer Memorandum.
Capitalized terms used in this announcement but not defined have
the meanings given to them in the USD Exchange Offer
Memorandum.
TICAP hereby announces that the final aggregate principal amount
of USD Original Notes accepted for exchange is $2,000,011,000.
TICAP hereby also announces that the results of the USD Exchange
Offers are as follows:
|
Series of USD
Original Notes
|
ISIN/CUSIP of USD
Original Notes
|
Aggregate Principal
Amount of relevant Series of USD Original Notes validly offered for
exchange(1)
|
Final Series
Acceptance Amount for each Series of USD Original Notes / Principal
Amount of each Series of USD New Notes to be
issued(2)(3)
|
Aggregate Principal
Amount of each Series of USD Original Notes remaining outstanding
after the Settlement Date (4)
|
Pro-Ration
Factor
|
|
$1,000,000,000 6.375%
Guaranteed Senior Notes due November 15, 2033 (the "USD
Original 2033 Notes")
|
US87927VAF58 /
87927VAF5 / US87927VAC28 / 87927VAC2 (144A) UST92762AC63 (Reg S) /
T92762AC6
|
$582,056,000
|
$500,006,000
|
$499,994,000
|
85.6200000 %
|
|
$1,000,000,000 6.000%
Guaranteed Senior Notes due September 30, 2034 (the "USD
Original 2034 Notes")
|
US87927VAM00 /
87927VAM0
|
$531,855,000
|
$500,001,000
|
$499,999,000
|
93.9516130 %
|
|
$1,000,000,000 7.200%
Guaranteed Senior Notes due July 18, 2036 (the "USD
Original 2036 Notes")
|
US87927VAR96 /
87927VAR9
|
$662,528,000
|
$500,000,000
|
$500,000,000
|
74.9288000 %
|
|
$1,000,000,000 7.721%
Guaranteed Senior Notes due June 4, 2038 (the "USD Original 2038
Notes")
|
US87927VAV09 /
87927VAV0
|
$735,310,000
|
$500,004,000
|
$499,996,000
|
67.4166670 %
|
(1) It represents the Aggregate Principal Amount of
relevant Series of USD Original Notes validly offered for exchange
by Holders of the USD Original Notes on or prior to the Early
Participation Deadline. On or prior to the Expiration Date but
after the Early Participation Deadline, the aggregate principal
amount tendered for each series of USD Original Notes was as
follows: (1) $13,845,000 for the USD
Original 2033 Notes, (2) $5,722,000
for the USD Original 2034 Notes, (3) $8,886,000 for the USD Original 2036 Notes and
(4) $7,202,000 for the USD Original
2038 Notes. Since the Maximum Series Acceptance Amount for each
series of USD Original Notes was reached on the Early Participation
Deadline, the Issuer did not accept any USD Original Notes validly
tendered for exchange at or prior to the Expiration Date but after
the Early Participation Deadline.
(2) Final Series Acceptance Amount of each Series of
USD Original Notes and aggregate principal amount of each Series of
USD New Notes issued to Participating Holders whose USD Original
Notes are accepted for exchange in the USD Exchange Offers upon
implementation of the USD Initial Exchange on the Settlement
Date.
(3) Since the Issue Date for the USD New Notes is
expected to be May 21, 2024, the
record date for the first payment of interest for the USD New 2038
Notes to be made on June 4, 2024 will
be May 22, 2024. For interest payment
dates following June 4, 2024, the
regular record dates for the interest payment dates of June 4 and December
4 of each year will remain the immediately preceding
May 16 and November 15, respectively.
(4) Aggregate principal amount of the relevant
Series of USD Original Notes not offered for exchange or not
accepted by TICAP upon implementation of the USD Initial Exchange
on the Settlement Date.
On the Settlement Date, Participating Holders whose USD Original
Notes have been accepted for exchange in the USD Exchange Offers
will also receive the Accrued Interest and the Early Bird Premium
in respect of the USD Original Notes.
Expected Timetable of Events
Set out below is an indicative timetable based on the dates
appearing in the USD Exchange Offer Memorandum. The actual
timetable may differ significantly from the indicative timetable
below.
|
Events
|
Dates and Time
|
|
(All times are New York
time)
|
|
Settlement
|
|
|
Settlement Date for the
USD Exchange Offers, delivery of USD New Notes in exchange for USD
Original Notes validly tendered (and not validly withdrawn) for
exchange at or prior to the Expiration Time. Participating holders
of USD Original Notes will receive a cash payment from the Issuer
in respect of Accrued Interest, if any, on their accepted USD
Original Notes on the Settlement Date. Those Holders who
are eligible to receive the Early Bird Premium will also receive
payment of the Early Bird Premium.
|
Expected on
May 21,
2024
|
|
USD Acquisition
Exchange; Longstop Date
|
|
|
Following the
Settlement Date, the USD Acquisition Exchange may occur at any time
on or prior to the Longstop Date. If the Acquisition is not
consummated on or prior to the Longstop Date, each series of the
USD New Notes will remain outstanding as a separate series and will
not be fungible with the corresponding series of USD Original Notes
not validly tendered or otherwise accepted by the Issuer as part of
the USD Exchange Offers.
|
October 15, 2024 or any
further date agreed prior to the
then current longstop date between
TIM and Optics pursuant to the Transaction Agreement.
|
|
Settlement of the
USD Acquisition Exchange
|
|
|
If the Acquisition is
or will be consummated on or prior to the Longstop Date, the USD
New Notes will be mandatorily exchanged into USD Optics Notes
without the need for further action by the Noteholders of the USD
New Notes on the date the Acquisition is consummated.
|
To be communicated via
written notice delivered as set out in
"Announcements."
|
****
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION
THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN
THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 ("MAR").
FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION
IMPLEMENTING REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE
BY FABIO ADDUCCHIO, MANAGING
DIRECTOR OF TICAP.
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Contact:
The Exchange and Information Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Arlind Bytyqi /
Jacek Kusion
Email: tim@is.kroll.com
Website: https://deals.is.kroll.com/tim
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SOURCE Telecom Italia Capital