Vivendi seeks to add make-whole call to notes that lack feature

New York, Dec. 1 – Vivendi announced a meeting of holders of its €500 million of 4.25% notes due December 2016, €750 million of 4% notes due March 2017 and €700 million 4.875% notes due December 2019.

The company is requesting consents to add a make-whole call to the notes.

The make-whole call will be exercisable on at least 15 and no more than 30 days’ notice at any time after Jan. 1. For the 4.25% notes, the make-whole price will be Bunds plus 5 basis points, for the 4% notes it is Bunds plus 10 bps and for the 4.875% notes it is Bunds plus 35 bps.

Vivendi noted that following the combination of SFR and Numericable it plans to exercise the make-whole call provision on all of the outstanding notes issued under its euro medium-term note program.

However three series of notes do not include a make-whole call. The meeting of holders is to add that provision.

Assuming it receives sufficient consents, Vivendi plans to call the notes.

Vivendi added that given the amount of cash it expects to have on hand it is considering ending the maintenance of credit ratings on its outstanding debt securities, particularly since there will be a much smaller principal amount of notes outstanding. Vivendi received €13.366 billion of cash on Nov. 27 from the sale of SFR of which €200 million will be contributed to help finance the acquisition of Virgin Mobile by Numericable. A further €3.8 billion is expected in the first half of 2015 from the sale of GVT.

Holders who deliver consents will receive a fee of 10 basis points.

The meeting will be open to holders as of 6 p.m. ET on Dec. 11. Voting forms must be received by 9 a.m. ET on Dec. 16. The meeting will be held at 3 a.m. ET on Dec. 17.

Goldman Sachs International (+44 20 7774 9862 or liabilitymanagement.eu@gs.com), Natixis (+33 1 58 55 82 66/81 34, marc.guegen@natixis.com or gabriel.levy@natixis.com) and Societe Generale (+33 1 42 13 32 40 or liability.management@sgcib.com) are consultation agents.

BNP Paribas Securities Services (+33 1 57 43 34 56) is paying agent and centralization agent.

Vivendi is an entertainment, broadcast and telecommunications company is based in Paris.

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