Telefonica tenders for up to $500 million of notes from three series

By Marisa Wong

Los Angeles, Nov. 20 – Telefonica, SA’s wholly owned subsidiaries Telefonica Emisiones SAU and Telefonica Europe BV have begun a debt tender offer to purchase for cash their debt securities guaranteed by Telefonica with the aggregate principal amount for both offerors and all series of securities capped at $500 million, according to a press release.

The tender offer covers the following securities, listed in order of acceptance priority level:

• $750 million outstanding 4.665% notes due 2038 (Cusip: 87938WAV5), subject to a $350 million sub-cap, with pricing to be determined using the 4½% U.S. Treasury due Nov. 15, 2033 and a fixed spread of 175 basis points;

• $1.5 billion outstanding 4.103% notes due 2027 (Cusip: 87938WAT0), with pricing to be based on the 4 7/8% U.S. Treasury due Oct. 31, 2028 and a fixed spread of 100 bps; and

• $1.25 billion outstanding 8¼% notes due 2030 (Cusip: 879385AD4), subject to a $100 million sub-cap, with pricing to be based on the 4½% U.S. Treasury due Nov. 15, 2033 and a fixed spread of 130 bps.

The total consideration includes an early tender premium of $50 per $1,000 principal amount of notes tendered by the early deadline.

Holders tendering after the early tender deadline will only be eligible to receive the tender offer consideration, which is the total consideration less the early tender premium.

In addition, the company will pay accrued interest.

Tenders may be subject to proration if the offer is oversubscribed.

The early tender deadline is at 5 p.m. ET on Dec. 4. Tenders may be withdrawn prior to that time.

Pricing will be determined at 10 a.m. ET on Dec. 5.

Early settlement is expected to be on Dec. 7.

The offer will expire at 5 p.m. ET on Dec. 19.

Final settlement is slated for Dec. 22.

The offer is not conditioned on any minimum amount of securities being tendered.

The offerors reserve the right to waive any and all conditions to the offer, extend or terminate the offer, increase or decrease the maximum tender amount or any sub-cap or otherwise amend the offer in any way.

BofA Securities Europe SA (+33 1 87 70 10 57 or 888 292-0070; DG.LM-EMEA@bofa.com), Citigroup Global Markets Europe AG (+44 20 7986 8969, 212 723-6106 or 800 558-3745; liabilitymanagement.europe@citi.com) and Goldman Sachs Bank Europe SE (+44 20 7774 4836; liabilitymanagement.eu@gs.com) are dealer managers for the offer.

The information and tender agent is Global Bondholder Services Corp. (https://www.gbsc-usa.com/telefonica/; 212 430-3774 for banks and brokers or 855 654-2015 for all others; contact@gbsc-usa.com).

Telefonica is a telecommunications company based in Madrid.

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