Telecom Italia S.p.A. (the Company) announces the expiration of its previously announced cash tender offer for any and all of the $1,000,000,000 6.999 per cent. Guaranteed Senior Notes due 2018 (the 2018 Notes) and $1,000,000,000 7.175 per cent. Guaranteed Senior Notes due 2019, in each case issued by Telecom Italia Capital S.A. (TI Capital) and guaranteed by the Company (the 2019 Notes and, together with the 2018 Notes, the Notes and each a Series) (such invitation, the Tender Offer). The terms and conditions of the Tender Offer are described in the offer to purchase dated July 7, 2015 (the Offer to Purchase), the related Letter of Transmittal and the Notice of Guaranteed Delivery prepared in connection with the Tender Offer.
The Tender Offer expired at 5:00 p.m., New York City time, on Wednesday, July 15, 2015 (the Expiration Time).
According to information provided by Global Bondholder Services Corporation, the Depositary and Information Agent for the Tender Offer, $323,356,000 aggregate principal amount of the 2018 Notes and $240,870,000 aggregate principal amount of the 2019 Notes were validly tendered at or prior to the Expiration Time and not validly withdrawn, which amount includes $66,000 aggregate principal amount of the outstanding 2018 Notes and $820,000 aggregate principal amount of the 2019 Notes that remain subject to the guaranteed delivery procedures described in the Offer to Purchase.
The following table sets forth certain information relating to pricing of the Tender Offer, as announced yesterday, July 15, 2015, as well as results of the Tender Offer.
*Includes Notes subject to guaranteed delivery procedures.
**Per $1,000 principal amount of Notes accepted for purchase.
The Company expects to accept for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time, resulting in an aggregate principal amount purchased of $564,226,000. The conditions to the Tender Offer have been satisfied; therefore, the Company expects the payment for the purchased Notes, including Notes delivered in accordance with guaranteed delivery procedures, to be made on July 20, 2015.
In addition, holders whose Notes are purchased in the Tender Offer will be paid accrued and unpaid interest on their purchased Notes from the last interest payment date up to, but not including, the payment date for such purchased Notes.
Further Information
Questions and requests for assistance in connection with the Tender Offer may be directed to:
Questions and requests for assistance in connection with the tender of Notes including requests for a copy of the Offer to Purchase may be directed to:
Each Holder is solely responsible for making its own independent appraisal of all matters as such Holder deems appropriate (including those relating to the Tender Offer).
None of the Dealer Managers, the Depositary and Information Agent, the Bank of New York Mellon (the Trustee) or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, TI Capital, the Notes or the Tender Offer contained in this announcement or in the Offer to Purchase. None of the Dealer Managers, the Depositary and Information Agent, the Trustee or any of their respective directors, officers, employees, agents or affiliates is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer, and accordingly none of the Dealer Managers, the Depositary and Information Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company, TI Capital or the Notes which is material in the context of the Tender Offer and which is not otherwise publicly available.
None of the Dealer Managers, the Depositary and Information Agent, the Company, TI Capital, the Trustee or any of their respective directors, officers, employees, agents or affiliates make any representation or recommendation whatsoever regarding the Tender Offer.
Disclaimer
This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the contents of this announcement or the Offer to Purchase or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession either this announcement or the Offer to Purchase comes are required by each of the Company, TI Capital, the Trustee, the Dealer Managers and the Depositary and Information Agent to inform themselves about, and to observe, any such restrictions.
Milan, 16 July 2015
