VEON (VEON) buys back and cancels $886M of 3.375% 2027 notes
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
VEON MidCo B.V. has completed its cash tender offer for its U.S.$1,013,973,000 3.375% Notes due 2027. Holders validly tendered U.S.$936,022,000 of Notes by the early deadline, and the Company accepted U.S.$886,075,000, applying a Proration Factor of 0.922911.
The purchased Notes have been cancelled, leaving U.S.$124,898,000 aggregate principal amount of the 3.375% Notes due 2027 outstanding after the final settlement date. The tender offer period has expired and no further tenders may be made.
Positive
- Significant reduction of 2027 notes outstanding: VEON MidCo B.V. purchased and cancelled U.S.$886,075,000 of its U.S.$1,013,973,000 3.375% Notes due 2027, leaving only U.S.$124,898,000 outstanding, materially reducing this individual debt maturity after the new financing condition was satisfied.
Negative
- None.
Insights
VEON retires most of its 2027 notes through a large cash tender.
VEON MidCo B.V. invited holders of its U.S.$1,013,973,000 3.375% Notes due 2027 to tender for cash, subject to a New Financing Condition, which the Company confirmed was satisfied on 2 June 2026.
By the Early Tender Deadline, holders had validly tendered U.S.$936,022,000. The Company accepted U.S.$886,075,000, applying a Proration Factor of 0.922911, and paid the Early Tender Offer Purchase Price plus the Accrued Interest Amount on the Early Settlement Date.
Following cancellation of the purchased notes, only U.S.$124,898,000 of this 3.375% 2027 series remains outstanding. This meaningfully reduces the size of this specific debt maturity, with the overall balance-sheet impact depending on the terms of the new financing referenced in the New Financing Condition.
Key Figures
Original notes issued: U.S.$1,013,973,000
Notes tendered early: U.S.$936,022,000
Notes accepted for purchase: U.S.$886,075,000
+5 more
8 metrics
Original notes issued
U.S.$1,013,973,000
Aggregate principal amount of 3.375% Notes due 2027
Notes tendered early
U.S.$936,022,000
Aggregate principal amount validly tendered by Early Tender Deadline
Notes accepted for purchase
U.S.$886,075,000
Aggregate principal amount of Early Tendered Notes purchased
Proration Factor
0.922911
Scaling factor applied to Early Tendered Notes
Notes remaining outstanding
U.S.$124,898,000
Principal amount of 3.375% Notes due 2027 after tender
Coupon rate
3.375 per cent.
Interest rate on Notes due 2027
Tender Offer announcement date
18 May 2026
Date Tender Offer Memorandum was dated
Tender Offer Expiration Deadline
5:00 p.m. NYC time on 16 June 2026
Final deadline for tenders
Key Terms
Tender Offer, New Financing Condition, Proration Factor, Accrued Interest Amount, +2 more
6 terms
Tender Offer financial
"such invitation, the “Tender Offer”). Capitalised terms used in this announcement"
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.
New Financing Condition financial
"for cash subject to the satisfaction or waiver of the New Financing Condition"
Proration Factor financial
"accepted U.S.$886,075,000 in aggregate principal amount of the Early Tendered Notes, subject to scaling at a Proration Factor of 0.922911"
A proration factor is the percentage used to scale back how many shares or rights each investor receives when demand exceeds the available supply, such as in an oversubscribed offering or dividend distribution. It matters because it determines the actual number of shares an investor will get and the effective price or value per share they end up with — like cutting a limited number of pizza slices among more people than there are slices, so everyone gets a proportional piece.
Accrued Interest Amount financial
"paid the Early Tender Offer Purchase Price, together with the Accrued Interest Amount in respect of the Early Tendered Notes"
Market Abuse Regulation (EU) 596/2014 regulatory
"qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014"
An EU law that sets rules to prevent insider trading, market manipulation and other unfair practices in financial markets; it requires timely public disclosure of inside information, keeps records of people with access to confidential information, and gives regulators powers to investigate and sanction wrongdoing. Investors rely on these rules like a sports rulebook and referees: they increase confidence that prices are based on public facts rather than secret deals, which helps protect fair access and reduces the risk of unexpected losses.
inside information regulatory
"relates to the disclosure of information that qualified or may have qualified as inside information"
Information not available to the public that, if known, would likely cause a company’s stock or bonds to rise or fall—for example, undisclosed earnings, deals, product results, or management plans. It matters because trading on that information gives an unfair advantage, can distort market prices, and is typically illegal or subject to strict rules, so investors watch for proper disclosure and compliance to protect fair, transparent markets.
FAQ
What did VEON (VEON) announce regarding its 3.375% Notes due 2027?
VEON MidCo B.V. completed a cash tender offer for its 3.375% Notes due 2027. It accepted U.S.$886,075,000 of Early Tendered Notes and cancelled them, significantly shrinking the outstanding size of this note series.
How many VEON 3.375% Notes due 2027 were tendered and accepted?
Holders tendered U.S.$936,022,000 in aggregate principal amount by the Early Tender Deadline. VEON MidCo B.V. accepted U.S.$886,075,000 of these Early Tendered Notes, applying a Proration Factor of 0.922911 to allocate purchases among participating holders.
How much of VEON’s 3.375% Notes due 2027 remain outstanding after the tender?
After settlement and cancellation of purchased notes, U.S.$124,898,000 aggregate principal amount of the 3.375% Notes due 2027 remains outstanding. This figure reflects the remaining balance of the original U.S.$1,013,973,000 issuance following the tender offer.
When did VEON’s tender offer for the 2027 notes expire and what happened afterward?
The tender offer expired at 5:00 p.m. New York City time on 16 June 2026. No notes were validly tendered after the Early Tender Deadline, so only Early Tendered Notes were accepted, and the tender offer period has now fully closed.
What was the role of the New Financing Condition in VEON’s tender offer?
The tender offer was subject to a New Financing Condition described in the Tender Offer Memorandum. VEON MidCo B.V. announced on 2 June 2026 that this condition had been satisfied, allowing it to proceed with purchasing and settling the Early Tendered Notes for cash.
Do VEON’s tender offer announcement and memorandum constitute a securities offering?
The announcement states it is not an offer or invitation to acquire or exchange securities. Participation in the tender offer is limited by offer and distribution restrictions described in the Tender Offer Memorandum and applicable securities laws in relevant jurisdictions.