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Exchange Offer

09/25/2024 - 12:30 PM

Exchange Offer on certain series of TIM, Telecom Italia Finance and Telecom Italia Capital Notes in preparation for NetCo Deal


On April 18, 2024, each of TIM S.p.A (“TIM”), Telecom Italia Finance (“TIF”) and Telecom Italia Capital (“TICAP”), (together the “Issuers” and each, an “Issuer”) announced that it has commenced an invitation to holders to offer to exchange (the “EUR TIM Exchange Offers”, the “EUR TIF Exchange Offer” and the “USD Exchange Offers” respectively and, collectively, the “Exchange Offers” and each, an “Exchange Offer”) up to 5.0 billion euro in aggregate principal amount of their respective securities listed below (the “Original Notes”) for an equal aggregate principal amount of new securities listed below (the “New Notes”), as further described in the exchange offer memorandum with respect to the EUR TIM Exchange Offers (the “EUR TIM Exchange Offer Memorandum”), the exchange offer memorandum with respect to the EUR TIF Exchange Offer (the “EUR TIF Exchange Offer Memorandum”) and the exchange offer memorandum with respect to the USD Exchange Offers (the “USD Exchange Offer Memorandum” and, collectively, the “Exchange Offer Memoranda” and each, an “Exchange Offer Memorandum”).


Further information: Redacted version of Exchange Offer Memorandum

EUR TIM Notes

Series of EUR TIM Original Notes

ISIN/Common Code of EUR TIM Original Notes

Aggregate Principal Amount Outstanding

Series of EUR TIM New Notes

€750,000,000 2.875 per cent. Notes due January 28, 2026

XS1846631049/ 184663104

€750,000,000

2.875 per cent. Notes due January 28, 2026

€1,000,000,000 3.625 per cent. Notes due May 25 2026

XS1419869885/141986988

€1,000,000,000

3.625 per cent. Notes due May 25, 2026

€1,250,000,000 2.375 per cent. Notes due October 12, 2027

XS1698218523/169821852

€1,250,000,000

2.375 per cent. Notes due October 12, 2027

€1,250,000,000 6.875 per cent. Notes due February 15, 2028

XS2581393134/258139313

€1,250,000,000

new 6.875 per cent. Notes due February 15, 2028

€1,500,000,000 7.875 per cent. Notes due July 31, 2028

XS2637954582/263795458

€1,500,000,000

7.875 per cent. Notes due July 31, 2028

€1,000,000,000 1.625 per cent. Notes due January 18, 2029

XS2288109676/228810967

€1,000,000,000

1.625 per cent. Notes due January 18, 2029

€850,000,000 5.250 per cent. Notes due March 17, 2055

XS0214965963/021496596

€670,000,000

5.250 per cent. Notes due March 17, 2055

(collectively the “EUR TIM New Notes”)

EUR TIF Notes

EUR TIF Original Notes

ISIN/Common Code of EUR TIF Original Notes

Aggregate Principal Amount Outstanding

Series of EUR TIF New Notes

€1,050,000,000 7.750 per cent. Guaranteed Notes due January 24, 2033

XS0161100515/016110051

€1,015,000,000

7.750 per cent. Guaranteed Notes due January 24, 2033 (the “EUR TIF New Notes” and, together with the EUR TIM New Notes, the “EUR New Notes”)

USD TICAP Notes

USD Original Notes Series

ISIN /CUSIP of USD Original Notes

Aggregate Principal Amount Outstanding

Series of USD TICAP New Notes

6.375% USD Original Notes due 2033

US87927VAF58 / 87927VAF5 / US87927VAC28 / 87927VAC2 (144A)
UST92762AC63 (Reg S) / T92762AC6

US$1,000,000,000

6.375% USD New Notes due 2033

6.000% USD Original Notes due 2034

US87927VAM00 / 87927VAM0

US$1,000,000,000

6.000% USD New Notes due 2034

7.200% USD Original Notes due 2036

US87927VAR96 / 87927VAR9

US$1,000,000,000

7.200% USD New Notes due 2036

7.721% USD Original Notes due 2038

US87927VAV09 / 87927VAV0

US$1,000,000,000

7.721% USD New Notes due 2038

(collectively the “USD New Notes”)