Wind tenders for four note series, calls $5.25 billion, €5.35 billion

New York, Oct. 18 – Wind Telecomunicazione SpA’s Wind Acquisition Finance SA subsidiary began a tender offer for four series of notes and also announced that it would redeem those notes and several other series totaling $5.25 billion and €5.35 billion.

In the tender offer Wind is offering to buy notes as follows:

• €150 million of floating-rate senior secured notes due 2019 at 100.115% of par;

• $550 million 6½% senior secured notes due 2020 at 103.402% of par;

• $2.8 billion of 7 3/8% senior notes due 2021 at 103.86% of par; and

• €1.75 billion of 7% senior notes due 2021 at 103.663% of par.

Included in the amounts listed is an early tender premium of 3% of par that will only be paid to holders who participate by the early tender deadline of 5 p.m. ET on Oct. 21.

The tender ends at 11:59 p.m. ET on Nov. 15.

In addition to the amounts above, holders will also receive accrued interest up to but excluding the settlement date.

Initial settlement is planned for Nov. 3 and final settlement for Nov. 16.

The tender is subject to conditions that include the pricing of an offering of new notes, the receipt of advances under a new credit facility to be obtained by Wind Tre SpA and the repayment of loans by Wind Tre to the issuer providing sufficient funds to finance the tender offer and the redemption of any remaining notes.

Wind Tre is offering new euro- and dollar-denominated senior secured notes.

Lucid Issuer Services Ltd. (+44 20 7704 0880 or wind@lucid-is.com) is tender agent.

Deutsche Bank AG, London Branch (+44 20 7545 8011 or 212 250-7527), Merrill Lynch International (+44 20 7996 5420, 888 292-0070, 980 388-3646 or DG.LM_EMEA@baml.com) and HSBC Bank plc (+44 20 7992 6237, 888 HSBC-4LM, 212 525-5552 or lm_emea@hsbc.com) are dealer managers.

In addition to the tender offer Wind Acquisition called for redemption notes totaling $5.25 billion and €5.35 billion.

Included in the redemption are all the notes that remain outstanding after the end of the tender offer.

The company will redeem the following notes:

• $1.9 billion of 4¾% senior secured notes due 2020 on Nov. 3 at a price of 101.188% of par;

• €2,475,000,000 of 4% senior secured notes due 2020 on Nov. 3 at a price of 101% of par;

• €575 million of floating-rate senior secured notes due 2020 on Nov. 3 at a price of par;

• €400 million of floating-rate senior secured notes due 2020 on Nov. 3 at a price of par;

• €150 million of floating-rate senior secured notes due 2019 on Nov. 17 at a price of par;

• $550 million of 6½% senior secured notes due 2020 on Nov. 17 at a price of 103.25% of par;

• €1.75 billion of 7% senior notes due 2021 on Nov. 17 at a price of 103.5% of par; and

• $2.8 billion of 7 3/8% senior notes due 2021 on Nov. 17 at a price of 103.688% of par.

In each case, holders will also receive accrued interest.

The redemptions are all subject to the issuer receiving sufficient cash from loans with Wind Tre SpA to provide funding.

Wind Telecomunicazioni is a Rome-based wireless, fixed-line telecom and internet provider.

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