Telefonica tender oversubscribed by early deadline; pricing announced

By Marisa Wong and Wendy Van Sickle

Los Angeles, Dec. 5 – Telefonica, SA’s wholly owned subsidiaries, Telefonica Emisiones SAU and Telefonica Europe BV, announced the pricing, early results and acceptance amounts in their Nov. 20 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.

The offerors decided to accept an aggregate principal amount of securities of $500,008,000, according to a Tuesday press release.

As of 5 p.m. ET on Dec. 4, the early tender deadline, holders had tendered the following securities, with the series listed in order of acceptance priority level and with the total considerations per $1,000 principal amount:

• $249,597,000 of the $750 million outstanding 4.665% notes due 2038 (Cusip: 87938WAV5), all of which were accepted. The series was subject to a $350 million sub-cap, and pricing was set at $876.31, determined using the 4½% U.S. Treasury due Nov. 15, 2033 and a fixed spread of 175 basis points;

• $434,521,000 of the $1.5 billion outstanding 4.103% notes due 2027 (Cusip: 87938WAT0), $250,411,000 of which were accepted on a pro rata basis, subject to a scaling factor of 53.625%. Pricing was set at $967.32, based on the 4 7/8% U.S. Treasury due Oct. 31, 2028 and a fixed spread of 100 bps; and

• $174,107,000 of the $1.25 billion outstanding 8¼% notes due 2030 (Cusip: 879385AD4), none of which were accepted. The series was subject to a $100 million sub-cap.

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

In addition, the company will pay accrued interest.

Pricing was 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. However, because the aggregate principal amount of securities tendered at or prior to the early tender deadline exceeds the overall cap, the offerors will not accept for purchase any securities tendered after the early deadline.

Tenders may no longer be withdrawn as of the early tender deadline.

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 and to extend, terminate or withdraw an offer for any series without amending, extending, terminating or withdrawing the offer with respect to any other series.

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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