VEON prices $1.4B senior notes offering

VEON Ltd. has priced a USD 1.4 billion senior unsecured bond offering through its subsidiary VEON Midco B.V., in two tranches, guaranteed by VEON Amsterdam B.V.

Rhea-AI Filing Summary

VEON Ltd. has priced a USD 1.4 billion senior unsecured bond offering through its subsidiary VEON Midco B.V., in two tranches, guaranteed by VEON Amsterdam B.V. The transaction is part of VEON’s balance sheet optimization and supports its access to international capital markets.

VEON intends to use the net proceeds to refinance existing indebtedness, including funding the purchase of its outstanding 3.375% Senior Notes due 2027 for an aggregate purchase price of up to USD 750 million under a tender offer launched on May 18, 2026. The notes are expected to be rated BB- by S&P and Fitch, listed on the Euro MTF market of the Luxembourg Stock Exchange, and offered to eligible investors under Rule 144A and Regulation S.

Insights

Credit markets analyst

VEON prices $1.4B in BB- senior notes to refinance 2027 debt.

VEON is issuing senior unsecured US dollar notes totaling USD 1.4 billion via VEON Midco B.V., guaranteed by VEON Amsterdam B.V. The company plans to use proceeds mainly to refinance existing obligations, including a tender offer for up to USD 750 million of 3.375% Senior Notes due 2027.

The new notes are expected to be rated BB- by S&P and Fitch, indicating non-investment-grade but established access to credit. Listing on the Euro MTF market of the Luxembourg Stock Exchange and use of Rule 144A / Regulation S broadens the institutional investor base across U.S. and international markets.

Completion and final terms remain subject to issuance conditions, as the company notes there is no assurance the notes will be issued or on what terms. Subsequent disclosures in company filings may provide details on pricing, maturities, and any impact on its overall debt maturity profile.

Key Figures

Bond offering size: USD 1.4 billion Tender offer target: Up to USD 750 million Coupon on existing notes: 3.375% +4 more

7 metrics

Bond offering size USD 1.4 billion Total senior unsecured US dollar notes priced by VEON Midco B.V.

Tender offer target Up to USD 750 million Aggregate purchase price for 3.375% Senior Notes due 2027

Coupon on existing notes 3.375% Coupon on Senior Notes due 2027 targeted in the tender offer

Expected ratings BB- (S&P and Fitch) Expected credit ratings for the new notes

Connectivity customers Over 150 million VEON connectivity customers across five countries

Digital users More than 228 million VEON digital users across its operating footprint

Geographic footprint Five countries Countries representing more than 6% of the world’s population

Key Terms

Rule 144A, Regulation S, Euro MTF market, Financial Services and Markets Act 2000, +2 more

6 terms

Rule 144A regulatory

"The Notes will be offered pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended."

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.

Regulation S regulatory

"The Notes will be offered pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended."

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.

Euro MTF market financial

"Application will be made for the Notes to be admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange."

A euro MTF market is a European trading venue that matches buyers and sellers of securities—often bonds and some stocks—outside the main national exchanges. Think of it as a specialized marketplace with lighter listing rules and different oversight; it matters to investors because the venue affects how easy it is to buy or sell a security, the transparency of prices, and the level of regulatory protection and reporting they can expect.

Financial Services and Markets Act 2000 regulatory

"Promotion of the notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”)"

A UK law that sets the rules for how financial firms, markets and product sales must operate and how they are supervised, like a traffic code for banks, brokers and investment services. It matters to investors because it defines protections, disclosure requirements and enforcement powers that help ensure markets are fair, reduce fraud and make it clearer what risks and information companies must share.

MiFID II/UK MiFIR product governance regulatory

"Manufacturer target market (MIFID II/UK MiFIR product governance) is eligible counterparties and professional clients only"

PRIIPs key information document (KID) regulatory

"No EU PRIIPs key information document (KID) ... has been prepared as not available to retail investors"

A PRIIPs Key Information Document (KID) is a short, standardized leaflet that explains the essential facts about complex packaged investment products for everyday investors. Like a nutrition label on food, it lays out what you might gain or lose, the main risks, and the costs in a simple, comparable way so buyers can quickly compare options and make informed choices before investing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did VEON (VEON) announce in its May 2026 bond transaction?

VEON priced a USD 1.4 billion senior unsecured bond offering through its subsidiary VEON Midco B.V., guaranteed by VEON Amsterdam B.V. The transaction is structured in two tranches and is part of VEON’s broader balance sheet optimization and access to international capital markets strategy.

How will VEON (VEON) use the USD 1.4 billion bond proceeds?

VEON intends to use net proceeds to refinance existing indebtedness, including funding the purchase of its outstanding 3.375% Senior Notes due 2027. The company launched a tender offer to buy these 2027 notes for an aggregate purchase price of up to USD 750 million.

What are the expected credit ratings for VEON’s new notes?

The new VEON notes are expected to be rated BB- by S&P and Fitch. This non-investment-grade rating reflects speculative status but established access to credit markets. The notes are senior unsecured obligations of VEON Midco B.V., guaranteed by VEON Amsterdam B.V., and will rank pari passu with existing debt.

Where will VEON’s USD 1.4 billion notes be listed and traded?

Application will be made to list the notes on the Euro MTF market of the Luxembourg Stock Exchange. This venue targets institutional and professional investors, supporting secondary trading liquidity for the new VEON senior unsecured US dollar notes once issued and admitted to trading.

Under which regulations is VEON’s bond offering being made?

The notes are being offered under Rule 144A and Regulation S of the U.S. Securities Act of 1933. This structure allows sales to qualified institutional buyers in the United States and to investors outside the United States, without a public offering or registration of the securities.

What restrictions apply to VEON’s bond promotion in the United Kingdom?

Promotion of the notes in the UK is restricted under the FSMA. The announcement is directed only at relevant persons such as investment professionals, high net worth companies, and others legally permitted to receive such communications, and is not intended for the general public or retail investors.

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

Form 6-K: How Foreign Companies Report to the SEC →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/19/2026 - 06:05 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of May 2026

Commission File Number 1-34694

VEON Ltd.

(Translation of registrant’s name into English)

Index Tower (East Tower), Unit 1703, Dubai (DIFC), United Arab Emirates

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

Information contained in this report

On May 19, 2026 the Registrant issued a press release, a copy of which is furnished hereto as Exhibit 99.1.

The information in this Report on Form 6-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

1 

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
99.1		Press Release, dated May 19, 2026

2 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VEON LTD.
	(Registrant)
Date: May 19, 2026
	By:	/s/ Sebastian Rice
	Name:	Sebastian Rice
	Title:	Group General Counsel

3 

Exhibit 99.1

 

VEON Successfully Prices USD 1.4 Billion Bond Offering

Dubai and New York, May 19, 2026 – VEON Ltd. (Nasdaq: VEON), a global digital operator (“VEON” or the “Company”), today announces that its subsidiary VEON Midco B.V. (the “Issuer”) has priced its previously announced USD 1.4 billion bond offering (the “Offering”) of senior unsecured US dollar notes, guaranteed by VEON Amsterdam B.V. (the “Guarantor”), in two tranches (together, the “Notes”):

● USD 700 million 6.95% Senior Notes due 1 June 2031 (the “5-Year Notes”), non-callable for two years, priced at par; and

● USD 700 million 7.45% Senior Notes due 1 June 2033 (the “7-Year Notes”), non-callable for three years, priced at par.

The Offering represents a milestone in VEON’s ongoing balance sheet optimization and further reinforces the Company’s access to international capital markets.

VEON intends to use the net proceeds from the Offering to refinance existing indebtedness, including to fund the purchase of its outstanding 3.375% Senior Notes due 2027 for an aggregate purchase price of up to USD 750 million, pursuant to the tender offer launched on May 18, 2026.

The Notes’ expected credit ratings from S&P and Fitch is BB- and will rank pari passu with the Issuer’s outstanding debt.

Application will be made for the Notes to be admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange. The Notes will be offered pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended.

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.

VEON media contact

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 EU PRIIPs key information document (KID) and no disclosure document required by the FCA Product Disclosure Sourcebook (DISC) has been prepared as not available to retail investors in EEA or the United Kingdom.

Disclaimer

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.

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.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE, DATED MAY 19, 2026 12.0 KB