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VEON Announces Investor Meetings for a Potential Dual Tranche USD Notes Offering and Related Tender Offer for 2027 Notes

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VEON (Nasdaq: VEON) announced investor meetings for a potential dual-tranche unsecured USD notes offering via VEON MidCo B.V. The planned five-year and seven-year notes are expected to extend average debt maturity and, with a concurrent tender offer, support capital structure optimization.

VEON intends to use net proceeds to fund a tender offer of up to USD 750 million for its outstanding 3.375% Senior Notes due 2027, which total USD 1,013,973,000 in principal, with any remaining funds directed to additional debt reduction and general corporate purposes.

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Positive

  • Planned tender offer of up to USD 750 million for 2027 notes
  • Potential extension of VEON’s average debt maturity through new five- and seven-year notes
  • Remaining proceeds earmarked for additional debt reduction and general corporate purposes

Negative

  • Only part of USD 1,013,973,000 2027 notes targeted in current tender offer
  • New unsecured notes could increase gross debt before tender and repayments

News Market Reaction – VEON

+0.52%
+0.52% Session close to close

In the May 18 session, VEON gained 0.52%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement outlines a potential dual-tranche USD notes issue and a tender offer of up to USD ...
Analysis

This announcement outlines a potential dual-tranche USD notes issue and a tender offer of up to USD 750 million for 3.375% Senior Notes due 2027, aiming to extend average debt maturity and support capital-structure optimization. Compared with prior offering-tagged events, which had an average move of -1.26%, it continues VEON’s focus on active balance-sheet management alongside its recently reported revenue and EBITDA growth. Investors may watch execution, final pricing, and uptake in the tender.

Key Figures

Five-year notes tranche: 5-year, non-callable for 2 years Seven-year notes tranche: 7-year, non-callable for 3 years 2027 Notes coupon: 3.375% +3 more
6 metrics
Five-year notes tranche 5-year, non-callable for 2 years Unsecured USD medium term notes tranche
Seven-year notes tranche 7-year, non-callable for 3 years Unsecured USD medium term notes tranche
2027 Notes coupon 3.375% Coupon on Senior Notes due 2027 targeted by tender
Tender offer cap USD 750 million Aggregate purchase price cap for 2027 Notes tender
2027 Notes outstanding USD 1,013,973,000 Outstanding principal amount of 3.375% Senior Notes due 2027
2027 maturity 2027 Maturity year of targeted Senior Notes

Previous Offering Reports

2 past events · Latest: Feb 03 (Neutral)
Same Type Pattern 2 events
Date Event Sentiment 24h Move Catalyst
Feb 03 Kyivstar secondary closes Neutral -0.6% Completion of oversubscribed Kyivstar secondary offering and cash proceeds to VEON.
Jan 29 Kyivstar secondary pricing Neutral -1.9% Pricing of Kyivstar secondary shares held by VEON at a set offer price.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Past offering-related news for VEON has been followed by modest negative reactions, with an average move of -1.26%, suggesting capital-markets actions have historically had a slightly pressured but contained impact.

Recent Company History

Recent VEON news has focused on capital-markets activity, including Kyivstar secondary offerings that expanded free float and generated proceeds for VEON. These events, tagged as offerings, saw modest negative share-price reactions of -0.58% and -1.94%. Today’s planned dual-tranche USD notes and tender offer fit this pattern of balance-sheet and equity-structure optimization rather than changes to operating fundamentals.

Key Terms

medium term notes, tender offer, senior notes, non-callable, +2 more
6 terms
medium term notes financial
"a potential offering of unsecured US dollar medium term notes in two tranches"
Medium term notes are debt securities companies or governments sell to borrow money for a few years—generally from about two to ten years—paying regular interest and returning your principal at maturity. Think of them like an IOU with a set length and interest schedule that investors can buy to earn income; they matter because their credit quality, interest rate type (fixed or floating) and maturity affect how much return and risk an investor takes on compared with short-term bills or long-term bonds.
tender offer financial
"pursuant to a tender offer launched today"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
View in glossary
senior notes financial
"its outstanding 3.375% Senior Notes due 2027"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
non-callable financial
"a five-year tranche, non-callable for two years, and a seven-year tranche"
Non-callable describes a bond or similar debt security that the issuer cannot repay or cancel before its scheduled maturity date, so the investor is guaranteed the agreed interest payments and return of principal on the original timeline. This matters to investors because it removes the risk that the issuer will redeem the issue early when interest rates fall—think of it like a rental agreement the landlord cannot terminate early—so income is more predictable but the holder also bears full interest-rate price swings.
Regulation S regulatory
"Regulation S Global Note ISIN: XS2824764521"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Rule 144A regulatory
"Rule 144A Global Note ISIN: XS2824766146"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Dubai and New York, May 18, 2026VEON Ltd. (Nasdaq: VEON), a global digital operator (“VEON” or the “Company”), today announces that its subsidiary VEON MidCo B.V. has initiated a series of investor meetings in connection with a potential offering (the “Offering”) of unsecured US dollar medium term notes in two tranches: a five-year tranche, non-callable for two years, and a seven-year tranche, non-callable for three years (together, the “Notes”).

The Offering is expected to extend VEON’s average debt maturity and, together with the concurrent tender offer described below, support the Company's ongoing optimization of its capital structure.

The Company intends to use the net proceeds from the Offering to fund the purchase its outstanding 3.375% Senior Notes due 2027 (the "2027 Notes") for an aggregate purchase price of up to USD 750 million, pursuant to a tender offer launched today. The 2027 Notes have an outstanding principal amount of USD 1,013,973,000 (Regulation S Global Note ISIN: XS2824764521; Rule 144A Global Note ISIN: XS2824766146). Any remaining net proceeds are expected to support additional debt reduction and general corporate purposes.

About VEON  
VEON is a digital operator that provides connectivity and digital services to over 150 million connectivity customers and more than 228 million digital users. Operating across five countries that are home to more than 6% of the world’s population, VEON is transforming lives through technology-driven services that empower individuals and drive economic growth. VEON is listed on NASDAQ. For more information, visit: https://www.veon.com/.

This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

Contact Information 
VEON media inquiries
pr@veon.com

Cautionary Statement
There is no assurance that the notes will be issued or, if issued, as to the terms under which they will be issued.

Promotion of the notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at 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 securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”).

The notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.

Manufacturer target market (MIFID II/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or the United Kingdom.

Disclaimer
This press release contains “forward-looking statements,” as the phrase is defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including in relation to VEON’s intended use of proceeds from its planned notes issue. These forward-looking statements generally are identified by the words “expect,” “will,” “will be,” and similar expressions (including the negative versions of such words or expressions).

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors 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 are based on numerous assumptions and that the Group’s or any of its affiliates’ actual results of operations.


FAQ

What did VEON (Nasdaq: VEON) announce on May 18, 2026 about new USD notes?

VEON announced investor meetings for a potential dual-tranche unsecured US dollar medium term notes offering. According to the company, the notes would have five-year and seven-year maturities, both non-callable for initial periods of two and three years respectively.

How will VEON use proceeds from the potential USD notes offering (VEON)?

VEON intends to use net proceeds mainly to buy back its 3.375% Senior Notes due 2027 via a tender offer. According to VEON, any remaining funds are expected to support further debt reduction and general corporate purposes.

What are the key details of VEON’s tender offer for 3.375% 2027 notes?

VEON launched a tender offer to purchase its outstanding 3.375% Senior Notes due 2027 for up to USD 750 million aggregate purchase price. According to VEON, the 2027 notes have USD 1,013,973,000 principal outstanding under Regulation S and Rule 144A tranches.

How could the potential VEON USD notes and tender offer affect its capital structure?

The potential notes and tender offer are expected to support VEON’s capital structure optimization. According to VEON, extending average debt maturity and reducing 2027 notes outstanding may improve its debt profile while directing remaining proceeds to further debt reduction.

What maturities and call protections are planned for VEON’s potential dual-tranche notes?

VEON is considering a five-year tranche non-callable for two years and a seven-year tranche non-callable for three years. According to VEON, both tranches would be unsecured US dollar medium term notes issued by subsidiary VEON MidCo B.V.

What is the outstanding principal of VEON’s 3.375% Senior Notes due 2027?

VEON’s 3.375% Senior Notes due 2027 have an outstanding principal amount of USD 1,013,973,000. According to VEON, these notes are issued under Regulation S Global Note ISIN XS2824764521 and Rule 144A Global Note ISIN XS2824766146.