Vodafone offers to buy up to $2 billion of notes from three series

By Marisa Wong

Los Angeles, Feb. 7 – Vodafone Group plc has launched three concurrent but separate offers to purchase for cash any and all of three outstanding series of notes. The company has set the maximum tender acceptance amount across the three series at $2 billion, according to a press release.

Vodafone is offering to purchase the following series, listed in order of acceptance priority level:

• $3 billion outstanding 5.25% notes due May 2048 (Cusip: 92857WBM1), with the purchase price to be calculated using the 3% U.S. Treasury due Aug. 15, 2052 and a fixed spread of 175 basis points;

• $1.4 billion outstanding 4.375% notes due February 2043 (Cusip: 92857WBD1), with the purchase price to be calculated using the 4% U.S. Treasury due Nov. 15, 2042 and a fixed spread of 155 bps; and

• $1 billion outstanding 5% notes due May 2038 (Cusip: 92857WBL3), with the purchase price to be calculated using the 4.125% U.S. Treasury due Nov. 15, 2032 and a fixed spread of 155 bps.

The company said it will issue a press release specifying the consideration for each series as soon as reasonably practicable after the dealer managers determine pricing.

The company will also pay accrued interest to but excluding the settlement date.

Each offer is conditioned on the aggregate principal amount of the tendered notes of the particular series, together with the aggregate principal amount of notes of each series accepted for purchase with a higher acceptance priority level, not exceeding the maximum tender acceptance amount.

It is possible that any series of notes with any acceptance priority level will fail to meet the maximum tender acceptance amount condition and therefore will not be accepted for purchase even if one or more series with a lower acceptance priority level is accepted for purchase.

If any series of notes is accepted for purchase, all notes of that series that are tendered will be accepted for purchase. No series of notes will be subject to proration.

The tender offers are subject to a new financing condition. Vodafone announced on Tuesday plans to issue new dollar-denominated notes and, through indirect wholly owned subsidiary Vodafone International Financing DAC, new euro-denominated notes.

The company said the purpose of the tender offers and the issuance of new notes is to proactively manage its outstanding debt portfolio.

The tender offers will end at 5 p.m. ET on Feb. 13. Results are expected to be announced on Feb. 14.

Settlement is expected to occur on Feb. 15.

Tenders under guaranteed delivery procedures are due by Feb. 16.

Merrill Lynch International (888 292-0070, 980 387-3907 or +44-20 7996 5420; dg.lm-emea@bofa.com) and Goldman Sachs & Co. LLC (800 828-3182, 212 902-6351 or +44 20 7774 4836; liabilitymanagement.eu@ny.email.gs.com) are dealer managers, and D.F. King (+44 20 7920 9700, 212 269-5550 or 800 605-1957; vodafone@dfkingltd.com) is information and tender agent.

The telecommunications company is based in Berkshire, United Kingdom.

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