Telecom Italia S.p.A. announces final results and pricing of its tender offers on certain of its euro notes

07/16/2015 - 05:50 PM

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NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

Further to the indicative results announcement made earlier today, Telecom Italia S.p.A. (the Company) hereby announces the final results and pricing of its invitation to eligible Noteholders of its €1,000,000,000 7.000 per cent. Notes due 20 January 2017 (the January 2017 Notes), €1,000,000,000 4.500 per cent. Notes due 20 September 2017 (the September 2017 Notes), €750,000,000 4.750 per cent. Notes due 25 May 2018 (the May 2018 Notes), €750,000,000 6.125 per cent. Notes due 14 December 2018 (the December 2018 Notes) and €1,250,000,000 5.375 per cent. Notes due 29 January 2019 (the January 2019 Notes and, together with the January 2017 Notes, the September 2017 Notes, the May 2018 Notes and the December 2018 Notes, the Notes and each a Series) to tender their Notes for purchase by the Company for cash (such invitation, the Offers and each an Offer) up to the Maximum Acceptance Amount (as defined in the tender offer memorandum dated 7 July 2015 (the Tender Offer Memorandum) prepared in connection with the Offers) on the terms set out in the Tender Offer Memorandum.

The Offers were announced on 7 July 2015 and were made on the terms and subject to the conditions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Tender Offer Memorandum.

At the Expiration Deadline of 5.00 p.m. (CET) on 15 July 2015, an aggregate nominal amount of €467,283,000 of Notes has been validly tendered in the Offers.

The Company hereby announces that the Maximum Acceptance Amount (including the Euro Equivalent of the US Repurchased Notes accepted for purchase pursuant to the US Tender Offers) is €979,842,956.

The Company has decided to accept for purchase an aggregate nominal amount of Notes equal to €467,283,000 across the following Series of Notes validly tendered pursuant to the Offers, as set out below.

As stated in the indicative results announcement, the Purchase Price for each Series of Notes accepted for purchase was determined at or around 2.00 p.m. (CET) today in the manner described in the Tender Offer Memorandum by reference to the sum (each sum, the relevant Purchase Yield) of (a) the relevant Purchase Spread and (b) the relevant Benchmark Rate for each Series, as follows:

 

January 2017 Notes

September 2017 Notes

May 2018 Notes

December 2018 Notes

January 2019 Notes

ISIN

XS0693940511

XS0831389985

XS0630463965

XS0794393396

XS0184373925

Outstanding Nominal Amount

€625,692,000

€736,026,000

€714,121,000

€628,986,000

€942,400,000

Reference Benchmark

January 2017 Notes Interpolated Mid-Swap Rate

September 2017 Notes Interpolated Mid-Swap Rate

May 2018 Notes Interpolated Mid-Swap Rate

December 2018 Notes Interpolated Mid-Swap Rate

January 2019 Notes Interpolated Mid-Swap Rate

Benchmark Rate

0.080%

0.120%

0.184%

0.252%

0.268%

Purchase Spread

60 bps

90 bps

115 bps

120 bps

130 bps

Purchase Yield

0.680%

1.020%

1.334%

1.452%

1.568%

Purchase Price

109.420%

107.428%

109.477%

115.395%

112.960%

Series Acceptance Amount

€81,141,000

€107,811,000

€121,223,000

€47,108,000

€110,000,000

Accrued Interest

3.471%

3.736%

0.727%

3.658%

2.533%

Nominal amount outstanding after the Settlement Date

€544,551,000

€628,215,000

€592,898,000

€581,878,000

€832,400,000

The applicable Purchase Price together with the relevant Accrued Interest Payment will be paid to Noteholders whose Notes have been accepted for purchase by the Company.

Settlement is expected to occur on 20 July 2015.

 

Further Information

Banco Bilbao Vizcaya Argentaria, S.A., BNP Paribas, Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, J.P. Morgan Securities plc and Société Générale are the Dealer Managers for the Offers.

Questions and requests for assistance in connection with the Offers may be directed to:

GLOBAL COORDINATOR AND SOLE STRUCTURING ADVISOR OF THE OFFERS

 

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

London E14 5LB

United Kingdom

 

Attention:  Liability Management Group

Telephone: +44 20 7986 8969

Email: liabilitymanagement.europe@citi.com

 

THE DEALER MANAGERS

 

Banco Bilbao Vizcaya Argentaria, S.A.

44th Floor, One Canada Square

London E14 5AA

United Kingdom

 

Attention: Liability Management

Telephone: +44 20 7648 7516

Email: liabilitymanagement@bbva.com

BNP Paribas

10 Harewood Avenue

London NW1 6AA

United Kingdom

 

Attention: Liability Management Group

Telephone: +44 20 7595 8668

Email: liability.management@bnpparibas.com

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

London E14 5LB

United Kingdom

 

Attention:  Liability Management Group

Telephone: +44 20 7986 8969

Email: liabilitymanagement.europe@citi.com

Crédit Agricole Corporate and Investment Bank

Broadwalk House

5 Appold Street

EC2A 2DA London

United Kingdom

 

Attention: Cyril Chatelain

Telephone: +44 207 214 7440

Email: liability.management@ca-cib.com

 

J.P. Morgan Securities plc

25 Bank Street

Canary Wharf

London E14 5JP

United Kingdom

 

Attention: Liability Management

Telephone: +44 (0)207 134 3438

Email: emea_lm@jpmorgan.com

Société Générale

10 Bishops Square

London E1 6EG

United Kingdom

 

 

Attention: Liability Management - DCM

Telephone: +44 20 7676 7579

E-mail: liability.management@sgcib.com

THE TENDER AGENT

Lucid Issuer Services Limited

Leroy House

436 Essex Road

London N1 3QP

United Kingdom

 

Attention: Victor Parzyjagla

Telephone: +44 (0) 20 7704 0880

Email: telecomitalia@lucid-is.com

Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the relevant Offer(s)).

None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Notes or the Offers contained in this announcement or in the Tender Offer Memorandum. None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and accordingly none of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or the Notes which is material in the context of the Offers and which is not otherwise publicly available.

None of the Dealer Managers, the Tender Agent, the Company or any of their respective directors, officers, employees, agents or affiliates make any representation or recommendation whatsoever regarding the Offers.

Disclaimer

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession either this announcement or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

 

Milan, 16 July 2015

Bondholders