Nokia offers to buy up to €700 million of 2024, 2025, 2026 notes

By Marisa Wong

Los Angeles, Feb. 9 – Nokia Oyj has begun offers to purchase its outstanding notes from three series for cash up to a maximum acceptance amount, according to a press release.

The maximum acceptance amount across all three series is €700 million, but the company reserves the right to accept significantly less than the maximum acceptance amount for purchase or to significantly increase the tender cap.

The company is offering to purchase notes from the following series:

• €750 million 2% notes due March 15, 2024 (ISIN: XS1577731604), with pricing to be based on the interpolated mid-swap rate and a fixed spread of negative 35 basis points;

• €500 million 2.375% notes due May 15, 2025 (ISIN: XS2171759256), with pricing to be based on the interpolated mid-swap rate and a fixed spread of 5 bps; and

• €750 million 2% notes due March 11, 2026 (ISIN: XS1960685383), with pricing to be based in the interpolated mid-swap rate and a fixed spread of 25 bps.

The company will also pay accrued interest.

The 2024 notes and 2025 notes have priority in acceptance over the 2026 notes.

If the overall tender cap is exceeded, tendered notes may be accepted on a pro rata basis.

The offers will expire at 11 a.m. ET on Feb. 16.

The purchase prices will be determined at or around 6 a.m. ET on Feb. 17. Tender results will be announced after pricing.

Settlement is slated for Feb. 21.

The tender offers are subject to a new financing condition. Nokia announced on Thursday plans to issue new euro-denominated fixed-rate notes.

Noteholders who participate in the tender offers may be given priority in allocation of the new notes.

The company said the purpose of the tender offers and the proposed issue of new notes is to manage its overall debt and to extend its debt maturity profile in an efficient manner.

The joint dealer managers for the tender offers are BofA Securities SA (+33 1 87 70 10 57; DG.LM-EMEA@bofa.com), Citigroup Global Markets Ltd. (+44 20 7986 8969; liabilitymanagement.europe@citi.com), Deutsche Bank AG (+44 20 7545 8011) and UniCredit Bank AG (+39 02 8862 0581; corporate.lm@unicredit.de).

The tender agent is Kroll Issuer Services Ltd. (+44 20 7704 0880; nokia@is.kroll.com).

The communications technology provider is based in Espoo, Finland.

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