British Telecommunications begins capped tender offers for three notes

By Marisa Wong

Los Angeles, Feb. 6 – British Telecommunications plc announced it is inviting holders of its outstanding €500 million 0.875% notes due Sept. 26, 2023 (ISIN: XS1886402814), €575 million 1% notes due June 23, 2024 (ISIN: XS1637334803) and €1.1 billion 1% notes due Nov. 21, 2024 (ISIN: XS1720922175) to tender their notes for purchase for cash in an aggregate nominal amount up to a maximum acceptance amount.

The company is offering to purchase the 2023 notes at a fixed price of 99.3. The purchase price for the June 2024 notes will be based on the interpolated mid-swap rate and a fixed spread of negative 20 basis points. The purchase price for the November 2024 notes will be based on the interpolated mid-swap rate and a fixed spread of negative 15 bps. The company will also pay accrued interest.

The maximum acceptance amount will be equal to the aggregate nominal amount of new notes the company will issue in a concurrent offering, according to a Monday press release. The new notes, to be guaranteed by BT Group plc, will consist of euro-denominated fixed-rate notes and sterling-denominated fixed-rate notes.

The tender offers are conditioned on the new financing.

Holders participating in the tender offer may be given priority in allocation of the new notes.

The offer cap is expected to be announced on Feb. 7.

The issuer said it will determine the allocation of the aggregate nominal amount accepted for purchase among each series at its discretion and may purchase considerably less (or none) of one series than of another series.

Tenders may be subject to proration.

The offer expires at 11 a.m. ET on Feb. 10. Indicative results are expected to be announced on Feb. 13.

Pricing will be set at or around 7 a.m. ET on Feb. 13. Final results will be announced on the same day.

Settlement is slated for Feb. 15.

Banco Santander, SA (attn.: liability management; liabilitymanagement@santandercib.co.uk) and BNP Paribas (+33 1 55 77 78 94; attn.: liability management; liability.management@bnpparibas.com) are dealer managers for the offers, and Kroll Issuer Services Ltd. (+44 20 7704 0880; attn.: David Shilson; bt@is.kroll.com; https://deals.is.kroll.com/bt) is tender agent.

The company said the purpose of the offers is to optimize its and BT Group’s liquidity and debt maturity profile.

The telecommunications company is based in London.

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