TELECOM ITALIA: ANNOUNCES RESULTS AND PRICING OF ITS TENDER OFFERS
15 March 2014 - 1:33AM
Italian Regulatory (Text)
PRESS RELEASE
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.
TELECOM ITALIA: ANNOUNCES RESULTS AND PRICING OF ITS TENDER
OFFERS
Rome, 14 march 2014 Telecom Italia S.p.A. (the Company) hereby
announces the results and pricing of its invitation to eligible
Noteholders of its 750,000,000 4.75 per cent. Notes due 2014 (the
2014 Notes); 750,000,000 4.625 per cent. Notes due 2015 (the 2015
Notes); 1,000,000,000 5.125 per cent. Notes due 2016 (the January
2016 Notes); and 850,000,000 8.25 per cent. Notes due 2016 (the
March 2016 Notes and, together with the 2014 Notes, the 2015 Notes,
and the January 2016 Notes, the Notes and each a Series) to tender
their Notes for purchase by the Company for cash (such invitations
together, the Offers). The Offers were announced on 7 March 2014
and were made on the terms and subject to the conditions set out in
the tender offer memorandum dated 7 March 2014 (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. As at the Expiration Deadline of 5.00 p.m. (CET)
on 13 March 2014, an aggregate nominal amount of 614,939,000 of
Notes has been validly tendered in the Offers. The Company intends
to (i) increase the Target Acceptance Amount to 598,919,000 and the
March 2016 Notes Target Acceptance Amount to 142,020,000; and (ii)
accept for purchase Notes validly tendered pursuant to the Offers
as set out below. The Purchase Price in respect of the 2015 Notes,
the January 2016 Notes and the March 2016 Notes accepted for
purchase was determined at or around 11.00 a.m. (CET) today in the
manner described in the Tender Offer Memorandum by reference to the
sum of the relevant Purchase Spread and the relevant Benchmark Rate
as follows:
2014 Notes ISIN Outstanding Nominal Amount Reference Benchmark
XS0254905846 556,800,000 N/A
2015 Notes XS0794393040 750,000,000 2015 Notes Interpolated MidSwap
Rate 0.416% 65 bps N/A 1.066% 104.370% 3.497% 172,299,000
577,701,000
January 2016 Notes XS0583059448 1,000,000,000 January 2016 Notes
Interpolated MidSwap Rate 0.450% 105 bps N/A 1.500% 106.587% 0.730%
228,450,000 771,550,000
March 2016 Notes XS0418508924 850,000,000 March 2016 Notes
Interpolated MidSwap Rate 0.459% 120 bps 130 bps 1.659% 112.913%
8.182% 142,020,000 707,980,000
Benchmark Rate Purchase Spread Maximum Purchase Spread Purchase
Yield Purchase Price Accrued Interest Series Acceptance Amount
Nominal Amount outstanding after the Settlement Date
N/A N/A N/A N/A 100.7% 3.943% 56,150,000 500,650,000
The applicable Purchase Price together with Accrued Interest will
be paid to Noteholders whose Notes have been accepted for purchase
by the Company. Settlement is expected to occur on 18 March 2014.
BNP Paribas, Commerzbank Aktiengesellschaft and UniCredit Bank AG
acted as the Dealer Managers for the Offers and Citibank, N.A.,
London Branch acted as the Tender Agent. Questions and requests for
assistance in connection with the Offers may be directed to: SOLE
STRUCTURING ADVISOR BNP Paribas 10 Harewood Avenue London NW1 6AA
United Kingdom Attention: Liability Management Group Telephone: +44
(0) 20 7595 8668 Email: liability.management@bnpparibas.com THE
DEALER MANAGERS BNP Paribas 10 Harewood Avenue London NW1 6AA
United Kingdom Commerzbank Aktiengesellschaft Mainzer Landstrasse
153 DLZ-Geb. 2, Händlerhaus 60327 Frankfurt am Main Germany
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Attention: Liability Management Group Telephone: +44 (0) 20 7595
8668 Email: liability.management@bnpparibas.com
Attention: Liability Management Group Telephone: +49 69 136 59920
Email: Liability.Management@Commerzbank.com
UniCredit Bank AG Arabellastrasse, 12 81925 Munich Germany
Attention: Debt Capital Markets, Italy; Liability Management
Telephone: +39 02 8862 0581; +49 89 378 17425 Email:
dcmitaly@unicredit.eu; corporate.lm@unicredit.de THE TENDER AGENT
Citibank N.A., London Branch 13th Floor Citigroup Centre Canary
Wharf London E14 5LB United Kingdom Telephone: +44 (0)20 7508 3867
Attention: Exchange Team Agency & Trust Email:
exchange.gats@citi.com
Disclaimer This announcement must be read in conjunction with the
Tender Offer Memorandum. 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.
Telecom Italia Press Office +39 06 3688 2610
www.telecomitalia.com/media
Telecom Italia Investor Relations +39 02 8595 4131
www.telecomitalia.com/investorrelations
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