Altice Europe N : Exchange Offer - launch announcement
01/24/2020 | 02:25am EST
THIS ANNOUNCEMENT DOES NOT CONSTITUTE THE SOLICITATION OF AN OFFER TO BUY OR AN OFFER TO SELL ORIGINAL NOTES OR NEW NOTES, AS APPLICABLE IN ANY JURISDICTION IN WHICH SUCH OFFER, SALE OR SOLICITATION WOULD BE UNLAWFUL. THE EXCHANGE OFFER IS ONLY BEING MADE (1) TO "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN A PRIVATE TRANSACTION IN RELIANCE UPON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY SECTION 4(A)(2) THEREOF AND (2) OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT "U.S. PERSONS," AS SUCH TERM IS DEFINED IN RULE 902 OF REGULATION S ("REGULATION S") UNDER THE SECURITIES ACT AND WHO WOULD BE PARTICIPATING IN ANY TRANSACTION IN ACCORDANCE WITH REGULATION S. HOLDERS OF THE ORIGINAL NOTES WHO HAVE CERTIFIED TO THE ISSUER THAT THEY ARE ELIGIBLE TO PARTICIPATE IN THE OFFER PURSUANT TO AT LEAST ONE OF THE FOREGOING CONDITIONS ARE REFERRED TO AS "ELIGIBLE HOLDERS". THE NEW NOTES TO BE OFFERED HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.
MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MIFID II product governance) eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
YPSO FINANCE BIS S.A.
YPSO FINANCE BIS S.A. ANNOUNCES OFFER TO EXCHANGE ALTICE LUXEMBOURG S.A.'S U.S. DOLLAR-DENOMINATED 10.500% SENIOR NOTES DUE 2027 AND EURO- DENOMINATED 8.000% SENIOR NOTES DUE 2027 FOR ITS U.S. DOLLAR- DENOMINATED 10.500% SENIOR NOTES DUE 2027 AND EURO-DENOMINATED 8.000% SENIOR NOTES DUE 2027, RESPECTIVELY.
January 24, 2020
YPSO Finance Bis S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg (the "Issuer") today announced that it has commenced an offer to exchange (the "Exchange Offer") (i) any and all of Altice Luxembourg S.A.'s outstanding U.S. dollar-denominated 10.500% senior notes due 2027 (the "Original Dollar Notes") for its new U.S. dollar-denominated 10.500% senior notes due 2027 (the "New Dollar Notes"); and (ii) any and all of Altice Luxembourg S.A.'s outstanding Euro-denominated 8.000% senior notes due 2027 (the "Original Euro Notes" and, together with the Original Dollar Notes, the "Original Notes") for its new Euro-denominated 8.000% senior notes due 2027 (the "New Euro Notes" and, together with the New Dollar Notes, the "New Notes") upon the terms and conditions of the exchange offer memorandum dated as of January 24, 2020 (as amended or supplemented, the "Offering Memorandum").
Capitalized terms used herein but not defined shall have the meanings assigned to them in the Offering Memorandum.
Any Eligible Holder (as defined below) who properly tenders and does not validly withdraw its Original Notes prior to 11:59 P.M., New York time, on February 24, 2020, (such date and time, as may be extended with respect to any series of Original Notes, the "Expiration Time") will be entitled to receive the applicable Exchange Consideration. Eligible Holders may withdraw Original Notes tendered in the Exchange Offer at any time prior to date on which the Minimum Tender Condition (as
defined below) is satisfied (the "Withdrawal Deadline"), but Eligible Holders may not withdraw tendered Original Notes on or after the Withdrawal Deadline. Eligible Holders must properly tender their Original Notes, and not validly withdraw their Original Notes, prior to the Expiration Time to be eligible to receive the New Notes.
It is a condition to the Exchange Offer with respect to each series of Original Notes that there have been validly tendered by the Expiration Time (and not validly withdrawn) (i) Original Dollar Notes representing at least 50.1% of the aggregate principal amount of the Original Dollar Notes outstanding as of the date hereof, and (ii) Original Euro Notes representing at least 50.1% of the aggregate principal amount of the Original Euro Notes outstanding as of the date hereof ((i) and (ii) together, the "Minimum Tender Condition"). The Exchange Offer is also subject to the satisfaction or waiver of certain additional General Conditions, as described in the Offering Memorandum. In addition, the Issuer reserves the right to extend, amend, terminate or withdraw, in its sole discretion, the Exchange Offer at any time and for any reason before any of the Original Notes are accepted for exchange on the date that is not later than the third Business Day following the Expiration Time (the "Exchange Date"), including if any of the conditions described in the Offering Memorandum are not satisfied. If the Minimum Tender Condition is met and the Issuer decides to proceed with the Exchange Offer in its sole discretion, it is expected that the remaining aggregate principal amount of Original Notes that are not validly tendered in the Exchange Offer will be redeemed at a redemption price of 101.000% of such principal amount plus accrued and unpaid interest in accordance with the terms of the indenture governing the Original Notes.
CUSIP/Common Code and ISIN
Title of Original
Title of New Notes
Interest Rate of
(per $1,000 or
€1,000 of Original
CUSIP 02156DAA7 and ISIN
US02156DAA72 (Rule 144A
Notes due 2027
Notes due 2027
amount of New
issued by Altice
issued by the Issuer
CUSIP L01802AA2 and ISIN
USL01802AA24 (Regulation S
Common Code 199215442 and
ISIN XS1992154424 (Rule 144A
Notes due 2027
Notes due 2027
amount of New
issued by Altice
issued by the Issuer
Common Code 199215434 and
ISIN XS1992154341 (Regulation S
The Exchange Offer is being made solely pursuant to the Offering Memorandum, which more fully sets forth and governs the terms and conditions of the Exchange Offer and the New Notes, how to tender Original Notes in exchange for New Notes in connection with the Exchange Offer, and certain conditions to the Exchange Offer. The Offering Memorandum contains important information that should be read carefully before any decision is made with respect to the Exchange Offer.
Copies of the Offering Memorandum can be obtained by Eligible Holders of the Original Notes from the Exchange Agent and Information Agent at the telephone number below.
None of the Issuer, Altice France Holding S.A., Altice Luxembourg S.A., the Dealer Managers, the Trustee, the Information Agent, or the Exchange Agent (or their respective directors, employees or affiliates) makes any recommendation as to whether or not Eligible Holders of the Original Notes should submit Original Notes for exchange. This announcement does not constitute the solicitation of
an offer to buy or an offer to sell Original Notes or New Notes, as applicable in any jurisdiction in which such offer, sale or solicitation would be unlawful. The Exchange Offer is only being made (1) to "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States to persons that are not "U.S. persons," as such term is defined in Rule 902 of Regulation S ("Regulation S") under the Securities Act and who would be participating in any transaction in accordance with Regulation S. Holders of the Original Notes who have certified to the Issuer that they are eligible to participate in the Offer pursuant to at least one of the foregoing conditions are referred to as "Eligible Holders". The New Notes to be offered have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent an applicable exemption from registration requirements.
This announcement does not describe all the material terms of the Exchange Offer or the New Notes and no decision should be made by any holder of the Original Notes on the basis of this announcement. The complete terms and conditions of the Exchange Offer and the New Notes are described in the Offering Memorandum. This announcement must be read in conjunction with the Offering Memorandum. The Offering Memorandum contains important information which should be read carefully before any decision is made with respect to the Exchange Offer. If any holder is in any doubt as to the contents of this announcement or the Exchange Offer 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. Any individual or company whose Original Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to exchange such Original Notes pursuant to the Exchange Offer.
The information contained in this announcement does not constitute an invitation or inducement to engage in investment activity within the meaning of the United Kingdom Financial Services and Markets Act 2000. In the United Kingdom, this announcement is being distributed only to, and is directed only to persons who (i) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) in connection with the issue or sale of any New Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons").The information contained in this announcement must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. In the United Kingdom, the New Notes are and any investment or investment activity to which this announcement relates, is available only to Relevant Persons, and will be engaged in only with such persons. Any person who is not a Relevant Person should not act or rely on the information contained in this announcement.
MIFID II product governance / Professional investors and ECPs only target market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Exchange Offer has led to the conclusion that: (i) the target market for the Exchange Offer is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the New Notes (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Exchange Offer (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
The Offering Memorandum does not constitute an offer to sell or buy or the solicitation of an offer to sell or buy the Original Notes, or the New Notes, and instructions pursuant to the Exchange Offer will not be accepted, from holders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Exchange Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the invitation to participate in the Exchange Offer shall be deemed to be made on behalf of the Issuer by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.
This announcement must be read in conjunction with the Offering Memorandum. The distribution of this announcement and the Offering Memorandum in certain jurisdictions may be restricted by law. See the "Offer Restrictions" section of the Offering Memorandum for a detailed description.
The Dealer Managers for the Exchange Offer are Goldman Sachs International, Barclays Bank PLC,
BNP Paribas, Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, ING Bank N.V., London Branch, J.P. Morgan Securities LLC, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, RBC Europe Limited, and Société Générale.
Holders of Original Notes with questions regarding the Exchange Offer procedures should contact the Exchange Agent and/or Information Agent for further information. All other questions concerning the Exchange Offer should be directed to the Lead Dealer Manager.
For more information, please contact:
Exchange Agent and Information Agent
LUCID ISSUER SERVICES LIMITED
12 Argyle Walk London WC1H 8HA Telephone: + 44 (0)20 7704 0880 Email: email@example.com Attention: Thomas Choquet
Lead Dealer Manager
GOLDMAN SACHS INTERNATIONAL
25 Shoe Lane London EC4A 4AU United Kingdom
Telephone: +44 (0)20 7552 6157
Attention: Liability Management Group
Disclosure of inside information by YPSO Finance Bis S.A. under Article 17(1) of Regulation (EU) 596/2014.
The present announcement will also be kept accessible, in accordance with Regulation (EU) 596/2014, on www.altice.net.
Altice Europe NV published this content on 24 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 January 2020 07:24:09 UTC