Telecom italia S.p.A. announces expiration of cash tender offer for any and all of certain usd notes issued by Telecom Italia Capital S.A. bought back principal amount worth 564 mln USD

07/16/2015 - 02:18 PM

  • Media Archive /
  • Press releases /
  • Telecom Italia /
  • Telecom italia S.p.A. announces expiration of cash tender offer for any and all of certain usd notes issued by Telecom Italia Capital S.A. bought back principal amount worth 564 mln USD
- + Text size
Print

Telecom Italia S.p.A. (the Company) announces the expiration of its previously announced cash tender offer for any and all of the $1,000,000,000 6.999 per cent. Guaranteed Senior Notes due 2018 (the 2018 Notes) and $1,000,000,000 7.175 per cent. Guaranteed Senior Notes due 2019, in each case issued by Telecom Italia Capital S.A. (TI Capital) and guaranteed by the Company (the 2019 Notes and, together with the 2018 Notes, the Notes and each a Series) (such invitation, the Tender Offer). The terms and conditions of the Tender Offer are described in the offer to purchase dated July 7, 2015 (the Offer to Purchase), the related Letter of Transmittal and the Notice of Guaranteed Delivery prepared in connection with the Tender Offer.

The Tender Offer expired at 5:00 p.m., New York City time, on Wednesday, July 15, 2015 (the Expiration Time).

According to information provided by Global Bondholder Services Corporation, the Depositary and Information Agent for the Tender Offer, $323,356,000 aggregate principal amount of the 2018 Notes and $240,870,000 aggregate principal amount of the 2019 Notes were validly tendered at or prior to the Expiration Time and not validly withdrawn, which amount includes $66,000 aggregate principal amount of the outstanding 2018 Notes and $820,000 aggregate principal amount of the 2019 Notes that remain subject to the guaranteed delivery procedures described in the Offer to Purchase.

The following table sets forth certain information relating to pricing of the Tender Offer, as announced yesterday, July 15, 2015, as well as results of the Tender Offer.

 

Notes

 

 

Coupon

 

 

ISIN/CUSIP Numbers

 

 

Outstanding Principal Amount

 

 

Principal Amount Tendered*

 

 

U.S. Treasury Reference Security

 

 

U.S. Treasury Reference Yield

 

 

Fixed Spread (basis points)

 

 

Purchase Price**

 

2018 Notes

6.999%

US87927VAU26

/87927VAU2

$1,000,000,000

$323,356,000

UST 1.125% due June 15, 2018

1.027%

170 bps

$1,117.21

2019 Notes

7.175%

US872456AA66

/872456AA6

$1,000,000,000

$240,870,000

UST 1.625% due June 30, 2020

1.679%

160 bps

$1,141.88

*Includes Notes subject to guaranteed delivery procedures.
**Per $1,000 principal amount of Notes accepted for purchase.

 

The Company expects to accept for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time, resulting in an aggregate principal amount purchased of $564,226,000. The conditions to the Tender Offer have been satisfied; therefore, the Company expects the payment for the purchased Notes, including Notes delivered in accordance with guaranteed delivery procedures, to be made on July 20, 2015.

In addition, holders whose Notes are purchased in the Tender Offer will be paid accrued and unpaid interest on their purchased Notes from the last interest payment date up to, but not including, the payment date for such purchased Notes.

Further Information

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

GLOBAL COORDINATOR AND SOLE STRUCTURING ADVISOR OF THE TENDER OFFER

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

London E14 5LB

United Kingdom

+44 20 79868969 (Europe)

+1 800 558 3745 (US toll free)

+1 212 723 6106 (US collect)

 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: +44 207 648 7516

+1 212 728 1705

Email: liabilitymanagement@bbva.com

 

BNP Paribas

10 Harewood Avenue

London NW1 6AA

United Kingdom

 

Attention: Liability Management Group

Telephone: +44 20 7595 8668

Email: Email: liability.management@bnpparibas.com

 

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

London E14 5LB

United Kingdom

 

Telephone: +44 20 79868969 (Europe)

+1 800 558 3745 (US toll free)

+1 212 723 6106 (US collect)

Email: liabilitymanagement.europe@citi.com

 

Credit Agricole Securities (USA) Inc.

1301 Avenue of the Americas

New York, New York 10019

 

Attention: Cyril Chatelain

Toll-free: (866) 807-6030

Collect: +44(0) 20 7214 7440

Email: liability.management@ca-cib.com

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

 

Attention: Liability Management Desk

Toll Free: (866) 834-4666

Collect: (212) 834-3424

 

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

Questions and requests for assistance in connection with the tender of Notes including requests for a copy of the Offer to Purchase may be directed to:

THE DEPOSITARY AND INFORMATION AGENT

Global Bondholder Services Corporation

By Facsimile (Eligible Institutions Only):

(212) 430-3775

Attention:  Corporate Actions

For Information or

Confirmation by Telephone:

(212) 430-3774

 

By Mail or Hand:

65 Broadway – Suite 404
New York, New York 10006
Attention:  Corporate Actions

 

 

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

None of the Dealer Managers, the Depositary and Information Agent, the Bank of New York Mellon (the Trustee) 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, TI Capital, the Notes or the Tender Offer contained in this announcement or in the Offer to Purchase. None of the Dealer Managers, the Depositary and Information Agent, the Trustee or any of their respective directors, officers, employees, agents or affiliates is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer, and accordingly none of the Dealer Managers, the Depositary and Information 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, TI Capital or the Notes which is material in the context of the Tender Offer and which is not otherwise publicly available.

None of the Dealer Managers, the Depositary and Information Agent, the Company, TI Capital, the Trustee or any of their respective directors, officers, employees, agents or affiliates make any representation or recommendation whatsoever regarding the Tender Offer.

Disclaimer

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the contents of this announcement or the Offer to Purchase 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 Offer to Purchase constitutes an invitation to participate in the Tender Offer 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 Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession either this announcement or the Offer to Purchase comes are required by each of the Company, TI Capital, the Trustee, the Dealer Managers and the Depositary and Information Agent to inform themselves about, and to observe, any such restrictions.

Milan, 16 July 2015

Bondholders