Altice Europe N : France announces launch of offering of €900 million (equivalent) senior secured notes due 2028
09/14/2020 | 09:30am EST
ALTICE FRANCE S.A.
Altice France announces launch of offering of €900 million (equivalent) senior secured
notes due 2028
September 14, 2020
Today, Altice France S.A. a public limited liability company (société anonyme) incorporated under the laws of France (the "Issuer") announced that it has launched an offering (the "Offering") of €900 million (equivalent) in an aggregate principal amount of fixed rate senior secured notes due 2028 (the "Notes").
If consummated, €750 million from the proceeds from the Offering will be used by Altice Group Lux S.à r.l. (a subsidiary of Altice Europe N.V.) to repay the Altice Corporate Financing facility. The remaining €150 million will be used to refinance amounts outstanding under the Issuer's revolving credit facilities.
For further information, please contact:
Sam Wood, Head of Investor Relations Altice Europe +41 79 538 66 82
Arthur Dreyfuss, Head of Communications Altice Europe +41 79 946 4931
The Offering will be made by means of an offering memorandum (the "Offering Memorandum") to be made available to certain eligible investors. This announcement does not constitute the solicitation of an offer to buy or an offer to sell the Notes or any other security and shall not constitute an offer, sale or solicitation in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
The Notes will be offered and sold (1) in the United States only to "qualified institutional buyers" as defined in Rule 144A under 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 and who would be participating in any transaction in accordance with Regulation S. The 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, or to, or for the account or benefit of, U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to the, registration requirements of the Securities Act and applicable state or local securities laws.
This announcement does not describe all the material terms of the Offering and no investment decision should be made on the basis of this announcement. The complete terms and conditions of the Offering will be 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 Offering. You should consult your own counsel, accountant and other advisers as to legal, tax, business, financial and related aspects of a purchase of the Notes.
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 ("FSMA"). 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 FSMA) in connection with the issue or sale of any 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 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 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.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Offering has led to the conclusion that: (i) the target market for the Offering is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the 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 Offering (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the
Regulation (EU) 2017/1129 (as amended), and any relevant implementing measure in the relevant Member State of the European Economic Area or the United Kingdom (the "Prospectus Regulation"). The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation, as implemented in the Member States of the European Economic Area or the United Kingdom, from the requirement to produce a prospectus for offer of securities.
This announcement may include "forward looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by the use of forward looking terminology, including the term "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the Issuer or its affiliates' intentions, beliefs or current expectations concerning, among other things, the Offering.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the Issuer and its affiliates' actual results of operations, financial condition and liquidity, and the development of the industry in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Issuer or its affiliates' results of operations, financial condition and liquidity, and the development of the industry in which they operate are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results.
Disclosure of inside information by Altice France 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.
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Altice Europe NV published this content on 14 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 September 2020 13:29:06 UTC