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Telecom Italia Capital Triumphs with $2 Billion USD Exchange Offer Success


Robert Tavares

May 17, 2024 - 11:59 am


Telecom Italia Capital Reveals USD Exchange Offer Results and Lays Out Key Dates

LUXEMBOURG, May 17, 2024 /PRNewswire/

Telecom Italia Capital, better known as TICAP, has publicly shared the conclusive figures of its U.S. dollar-denominated Exchange Offers, concluding a process that has been keenly observed by investors and market analysts. The detailed terms and conditions of these offers were explicated in the exchange offer memorandum circulated on April 18, 2024 (dubbed the "USD Exchange Offer Memorandum"). This announcement provides insights into capitalized terms not defined within it, aimed at delivering clarity on the interpretations applied throughout the memorandum.

Telecom Italia Capital Logo (PRNewsfoto/Telecom Italia Capital)

In a move that demonstrates significant investor interest, TICAP has announced that the total principal amount of USD Original Notes tendered for exchange has reached the massive sum of $2,000,011,000. This hefty figure underscores the high investor engagement and the success of the firm's exchange initiatives.

Delving deeper, the summary of the USD Exchange Offers is revealed in granular detail. The noteworthy series of USD Original Notes consisted of:

  • $1,000,000,000 6.375% Guaranteed Senior Notes due November 15, 2033 (the "USD Original 2033 Notes")
  • $1,000,000,000 6.000% Guaranteed Senior Notes due September 30, 2034 (the "USD Original 2034 Notes")
  • $1,000,000,000 7.200% Guaranteed Senior Notes due July 18, 2036 (the "USD Original 2036 Notes")
  • $1,000,000,000 7.721% Guaranteed Senior Notes due June 4, 2038 (the "USD Original 2038 Notes")

Each of these series of notes showcased varied aggregate principal amounts validly offered for exchange, with resultant final series acceptance amounts and remaining aggregate principal amounts post-exchange.

For instance, the USD Original 2033 Notes began with a sum of $582,056,000 validly offered for exchange, culminating in a final series acceptance amount of $500,006,000, leaving a residual of $499,994,000. Compellingly, each series adhered to a pro-ration factor based on the total notes tendered for exchange, clearly indicating the strong demand for the exchange, and administrative fairness in the allocation of new notes.

The process entailed a uniquely calculated pro-ration factor, which determined the percentage of tenders accepted from those proposed. For the USD Original 2033 Notes, this percentage was roughly 85.62%, while for the USD Original 2034 Notes it increased to approximately 93.95%. The USD Original 2036 Notes saw an acceptance of about 74.93%, and the figure stood at approximately 67.42% for the final series, the USD Original 2038 Notes.

To elucidate further, these numbers corresponded to (1) the aggregate principal amount tendered; (2) the final series acceptance amount for each series of notes; and (3) the remaining aggregate principal amount of each series of notes post the settlement date. It should be noted that no tenders were accepted post the Early Participation Deadline due to the Maximum Series Acceptance Amount being reached beforehand.

TICAP has also clarified several vital schedules, pivotal for the smooth operation and transition as part of the USD Exchange Offers. Notably, the Issue Date for the USD New Notes has been slated for May 21, 2024, with the first interest payment expected to be onsite on June 4, 2024. For this commencement payment, a record date is set as one day post Issue Date, specifically May 22, 2024. However, for subsequent interest payment dates following June 4, the usual record dates shall stay as immediately preceding May 16 and November 15.

Further emphasizing the procedure, the ultimate outcome is that the relevant USD Original notes not offered or not embraced by TICAP will remain outstanding post-implementation of the USD Initial Exchange on the Settlement Date. Succinctly, the final principal amounts left relevant to each series display the efficient handling and exchange undertaking by TICAP as well as its adherence to its predetermined terms.

As part and parcel of the exchange process, on the Settlement Date, Participating Holders of USD Original Notes that have been endorsed for exchange will additionally be credited with Accrued Interest and for those eligible, the Early Bird Premium. This integral aspect indicates an added financial benefit for holders of the USD Original Notes and represents an incentive for early participation in the exchange offers.

An indicative timetable with critical events and corresponding dates was provided, giving stakeholders a clear view of the process milestones. This timetable is purely suggestive, and it annunciates that actual events might significantly deviate from those projected. The outlined events included:

  • Settlement of the USD Exchange Offers
  • USD Acquisition Exchange
  • The Longstop Date and potential settlement of this exchange

The Settlement Date is a crucial point in time when the exchange of USD Original Notes for USD New Notes materializes. It is projected for May 21, 2024. It is also the date when participating holders will receive a cash payment from TICAP, which will cover Accrued Interest on their accepted USD Original Notes. Furthermore, the holders eligible for the Early Bird Premium will also be compensated accordingly, ensuring incentivization for early and committed participation.

The announcement shed light on the USD Acquisition Exchange, which is a potential continuation from the Settlement Date. If the Acquisition is realized on or before the Longstop Date of October 15, 2024, each series of the USD New Notes will remain independent and will not intermingle with the corresponding series of USD Original Notes not tendered or accepted by the Issuer as part of the USD Exchange Offers. This is crucial as it illustrates the consequences should the Acquisition not materialize within the specified timeframe.

Moreover, the statement further elaborates that upon successful consummation of the Acquisition by the Longstop Date, the mandatory exchange of USD New Notes into USD Optics Notes will proceed without requiring any further action by the Noteholders. The specific date for this occurrence will be conveyed through a written notice to all stakeholders, as outlined in the 'Announcements' section.

The significance of these announcements is heightened due to their correspondence with information that is potentially classified as inside information as per Article 7(1) of the Market Abuse Regulation (EU) 596/2014 ("MAR"). TICAP advises that the substance of the announcement may have contained such insider information.

In adherence to the regulatory compliance under MAR and Article 2 of the Commission Implementing Regulation (EU) 2016/1055, this disclosure is being made by Fabio Adducchio, the Managing Director of TICAP.

For further information, the logos of Telecom Italia Capital can be accessed through these links:

If any clarifications or assistance is needed throughout this process, contact can be made via:

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: [email protected] Website:

SOURCE: Telecom Italia Capital

In essence, this detailed announcement from Telecom Italia Capital marks a significant development in its financial restructuring process. Expected to have sweeping ramifications across its financial affairs and investor relations, the balance of clear communication and adherence to regulatory standards is evident. This transparency and due diligence serve as indicators of the managing body's commitment to both regulatory compliance and the financial well-being of its stakeholders.

The embedded URLs not only offer pragmatic points of reference but also enhance the verifiability of the announcements, thus underscoring the credibility of the information being presented. As TICAP advances through its financial calendar, the market attentively watches, recognizing that each step within such transactions commands a significant impact on the overall health of the corporation's financial instruments.