VEON (VEON) prices $1.4B bond deal and retires most 2027 notes
Rhea-AI Filing Summary
VEON Ltd. has significantly advanced its liability management by closing a USD 1.4 billion dual-tranche senior unsecured notes offering through subsidiary VEON MidCo B.V. and running an oversubscribed cash tender for its 3.375% Notes due 2027.
The new debt consists of USD 700 million 6.95% Senior Notes due June 1, 2031 and USD 700 million 7.45% Senior Notes due June 1, 2033, both issued at par and rated BB- by Fitch and S&P. Proceeds are being used to refinance substantially all of VEON’s 2027 maturities, nearly doubling the average maturity of its debt excluding leases to over four years on a pro forma basis.
Holders tendered USD 936,022,000 of the USD 1,013,973,000 3.375% Notes due 2027, exceeding the maximum participation amount. VEON accepted USD 886,075,000 of these at an Early Tender Offer Purchase Price of USD 987.50 per USD 1,000 in principal, with an aggregate purchase price of USD 874,999,062.50 and a proration factor of 0.922911.
Positive
- Substantial 2027 debt refinancing completed: VEON issued USD 1.4 billion of new senior notes and used proceeds to refinance substantially all of its 3.375% Notes maturing in 2027, materially reducing near-term refinancing risk and extending average debt maturity to over four years on a pro forma basis.
Negative
- None.
Insights
VEON extends its debt maturity profile by refinancing most 2027 notes with a USD 1.4B bond deal.
VEON has issued USD 1.4 billion of senior unsecured notes via VEON MidCo B.V., split into USD 700 million 6.95% Notes due 2031 and USD 700 million 7.45% Notes due 2033. Both tranches priced at par and are rated BB- by Fitch and S&P, ranking pari passu with existing debt.
In parallel, the group ran a cash tender for its U.S.$1,013,973,000 3.375% Notes due 2027. Holders tendered U.S.$936,022,000, above the U.S.$875,000,000 Maximum Aggregate Purchase Price, leading VEON to accept U.S.$886,075,000 at U.S.$987.50 per U.S.$1,000, with proration at 0.922911 and an aggregate purchase price of U.S.$874,999,062.50.
Management states this refinances substantially all 2027 maturities and nearly doubles average debt maturity excluding leases to over four years based on reported Group debt as of 1Q 2026. This reduces near-term refinancing pressure and, combined with strong demand from global institutional investors, supports VEON’s stated focus on balance sheet discipline and its AI1440 strategy, though ultimate impact will depend on future operating performance and interest-rate conditions.
Key Figures
Key Terms
Tender Offer financial
New Financing Condition financial
Senior Notes financial
Rule 144A regulatory
Regulation S regulatory
Market Abuse Regulation (EU) 596/2014 regulatory
Offering Details
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 June 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 June 2, 2026 the Registrant issued two announcements, copies of which are furnished hereto as Exhibits 99.1 and Exhibit 99.2.
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.
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EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 99.1 | Tender Offer Early Results Announcement, dated June 2, 2026 | |
| 99.2 | Bond Offering Closing, dated June 2, 2026 |
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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: June 2, 2026 | ||
| By: | /s/ Sebastian Rice | |
| Name: | Sebastian Rice | |
| Title: | Group General Counsel | |
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Exhibit 99.1
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS AMENDED (“MAR”).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
2 June 2026
VEON MidCo B.V. Announces Early Results of the Tender Offer
On 18 May 2026, VEON MidCo B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the “Company”), announced its invitation to the holders of its outstanding U.S.$1,013,973,000 3.375 per cent. Notes due 2027 issued by the Company and guaranteed by VEON Amsterdam B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the “Guarantor”) (Regulation S Global Note ISIN: XS2824764521, Rule 144A Global Note ISIN: XS2824766146) (the “Notes”) to tender such outstanding Notes for cash subject to the satisfaction or waiver of the New Financing Condition (as defined in the Tender Offer Memorandum (as defined below)) and the other conditions described in the tender offer memorandum dated 18 May 2026 (the “Tender Offer Memorandum”) prepared by the Company (such invitation, the “Tender Offer”). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Company hereby informs the Holders of the results of the Tender Offer as at the Early Tender Deadline as follows. Since the aggregate Early Tender Offer Purchase Price of the Notes validly tendered (and not withdrawn) prior to the Early Tender Deadline exceeds the Maximum Aggregate Purchase Price, the Company does not expect to accept any further tenders of Notes following the Early Tender Deadline.
This announcement is to be read together with the Tender Offer Memorandum. Holders should read carefully the Tender Offer Memorandum for full details of the Tender Offer, including information on the procedures for participating in the Tender Offer.
The Tender Offer is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.
| Description
of the Notes |
ISIN | Outstanding Principal Amount of Notes as at the date of the Tender Offer Memorandum |
Early Tender Offer Purchase Price (per U.S.$1,000 in principal amount of Notes accepted for purchase) |
Principal Amount of Notes validly tendered (and not withdrawn) as at the Early Tender Deadline |
Principal Amount of Notes validly accepted |
Maximum Aggregate Purchase Price | ||||||
| U.S.$1,013,973,000 3.375 per cent. Notes due 2027 | Regulation S Global Note ISIN XS2824764521 Rule 144A Global Note ISIN XS2824766146 |
U.S.$1,010,973,000 | U.S.$987.50 (the “Early Tender Offer Purchase Price”) |
U.S.$936,022,000 | U.S.$886,075,000 | Subject to adjustment as set out in the Tender Offer Memorandum, U.S.$875,000,000 in aggregate Purchase Price of the Notes (excluding any accrued and unpaid interest) |
According to information provided by the Information and Tender Agent, based on valid Tender Instructions received and not withdrawn as at the Withdrawal Time, U.S.$936,022,000 in aggregate principal amount of the Notes have been validly tendered as at the Early Tender Deadline pursuant to the Tender Offer. The Company intends to accept U.S.$886,075,000 in aggregate principal amount of such validly tendered Notes, subject to scaling at a Proration Factor of 0.922911. The aggregate Purchase Price for the Notes accepted for purchase at the Early Tender Deadline is U.S.$874,999,062.50.
The Company also confirms that, as at today’s date, the New Financing Condition has been satisfied.
Holders of the Notes validly tendered (and not withdrawn) prior to the Early Tender Deadline and accepted for purchase will be eligible to receive the Early Tender Offer Purchase Price, together with the Accrued Interest Amount in respect of such Notes, on the Early Settlement Date (expected to be on or around 4 June 2026).
The Expiration Deadline for the Tender Offer is 16 June 2026. However, as set out above, the Company does not expect to accept any further tenders of Notes following the Early Tender Deadline.
Further Information
All documentation relating to the Tender Offer and any updates will be available via the Tender Offer Website: https://debtxportal.issuerservices.citigroup.com.
A complete description of the terms and conditions of the Tender Offer is set out in the Tender Offer Memorandum. Questions and requests for assistance in connection with the: (i) Tender Offer may be directed to the Dealer Managers; and (ii) delivery of the Tender Instruction may be directed to the Information and Tender Agent, in each case, at their respective addresses and telephone numbers set out below. Additional copies of the Tender Offer Memorandum and other related materials may be obtained from the Information and Tender Agent at its address and telephone numbers as set out below. Beneficial owners may also contact their brokers, dealers, custodian banks, depositories, trust companies or other nominees through which they hold the Notes with questions and requests for assistance.
Before making a decision with respect to the Tender Offer, Holders should carefully consider all of the information in the Tender Offer Memorandum and, in particular, the information contained in the section entitled “Risk Factors and Other Important Information”.
This announcement is released by the Company and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014, encompassing information relating to the Tender Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Anand Ramachandran, Chief Corporate Development Officer of the Company.
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Contact Information
Dealer Managers
Barclays Bank Ireland PLC
One Molesworth Street
Dublin 2
Ireland D02 RF29
| Telephone (in Europe): | +44 20 3134 8515 |
| Telephone (in United States) – toll-free: | +1 800 438 3242 |
| Telephone (in United States) – collect: | +1 212 528 7581 |
| Email: | eu.lm@barclays.com |
| Attention: | Liability Management Group |
Citigroup Global Markets Europe AG
Börsenplatz 9
60313 Frankfurt am Main
Germany
| Telephone (in Europe): | +44 20 7986 8969 |
| Telephone (in United States) – toll-free: | +1 800 558 3745 |
| Telephone (in United States) – collect: | +1 212 723 6106 |
| Email: | liabilitymanagement.europe@citi.com |
| Attention: | Liability Management Group |
Information and Tender Agent
Citibank, N.A., London Branch
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
| Telephone: | +44 20 7508 3867 |
| Email: | citiexchanges@citi.com |
| Attention: | Exchanges Team |
DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the action it should take, such Holder is recommended to immediately seek its own financial advice, including tax advice relating to the consequences resulting from the Tender Offer, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose 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 tender such Notes pursuant to the Tender Offer. None of the Company, the Dealer Managers or the Information and Tender Agent, or any director, officer, employee, agent or affiliate of any such person, is acting for any Holder or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer, and, accordingly, none of the Company, the Dealer Managers or the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates makes any recommendation whatsoever regarding the Tender Offer, or any recommendation as to whether Holders should tender their Notes for purchase pursuant to the Tender Offer.
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OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. In certain jurisdictions, the distribution of this announcement and/or the Tender Offer Memorandum may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.
General
Neither this announcement nor the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to buy any securities or the solicitation of a Tender Instruction in any jurisdiction in which such offer or solicitation is unlawful, and Tender Instructions by Holders originating from any jurisdiction in which such offer or solicitation is unlawful will be rejected. In those jurisdictions where the securities laws, “blue sky” laws or other applicable laws require the Tender Offer to be made by a licensed broker or dealer and any Dealer Manager or any of its respective affiliates is such a licensed broker or dealer in such jurisdiction, the Tender Offer shall be deemed to be made on behalf of the Company by such Dealer Manager or affiliate (as the case may be) in such jurisdiction and the Tender Offer is not made in any such jurisdiction where either a Dealer Manager or any of its affiliates is not licensed. Neither the delivery of this announcement or the Tender Offer Memorandum nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof, or that the information herein or in the Tender Offer Memorandum is correct as of any time subsequent to the date hereof or thereof.
Each Holder participating in the Tender Offer will be deemed to give certain representations in respect of the jurisdictions referred to below, and generally, on submission of a Tender Instruction in the Tender Offer. Any submission of a Tender Instruction pursuant to the Tender Offer from a Holder that is unable to make these representations may be rejected. Each of the Company, the Dealer Managers and the Information and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any Tender Instruction, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender may be rejected.
United Kingdom
This announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer (including memoranda, information circulars, brochures or similar documents) have not been approved by an authorised person in the United Kingdom for the purposes of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials relating to the Tender Offer are not being distributed to, and must not be passed onto, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (as amended) (the “Financial Promotion Order”)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (such persons together being the “relevant persons”). This announcement and the Tender Offer Memorandum are only available to relevant persons and the transactions contemplated herein will be available only to, and engaged in only with, relevant persons. This announcement and the Tender Offer Memorandum must not be relied or acted upon by persons other than relevant persons.
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No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply.
France
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”) other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended). Neither this announcement nor the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Tender Offer. This announcement, the Tender Offer Memorandum and any other document or material relating to the Tender Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.
Italy
None of the Tender Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations.
The Tender Offer is being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Notes may tender some or all of their Notes pursuant to the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer.
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Exhibit 99.2
VEON Closes USD 1.4 Billion Bond Offering, Refinancing 2027 Notes Ahead of Schedule
Dubai and New York, June 2, 2026 – VEON Ltd. (Nasdaq: VEON), a global digital operator (“VEON” or the “Company”), today announces the successful closing of a USD 1.4 billion dual-tranche senior unsecured notes offering (the “Offering”) by its subsidiary VEON Midco B.V. (the “Issuer”). The Offering refinances substantially all of VEON’s debt maturing in 2027 ahead of schedule and reflects sustained confidence in VEON’s digital operator transformation and AI1440 strategy.
The Offering, which priced on May 19, 2026, attracted strong interest from a diverse global investor base, including significant participation from leading US institutional fixed-income investors, alongside major asset managers and investment funds across Europe, the Middle East and Asia.
“This transaction is VEON’s largest bond offering in over a decade and is a clear endorsement of our strategy and execution. The depth and quality of the order book underscores continued access to international capital markets and confidence in VEON’s financial profile, balance sheet discipline and long-term credit story,” said VEON Group Chief Executive Officer Kaan Terzioglu. “We have positioned VEON to execute on our next phase of growth by addressing our 2027 maturities and nearly doubling the average maturity of our debt excluding leases to over four years on a pro forma basis, based on reported Group debt as of 1Q 2026.”
Transaction Summary
The Notes were issued by VEON Midco B.V. and are guaranteed by VEON Amsterdam B.V. (the “Guarantor”). The Offering comprises USD 700 million 6.95% Senior Notes due June 1, 2031, non-callable for two years, and USD 700 million 7.45% Senior Notes due June 1, 2033, non-callable for three years. Both tranches priced at par and have been assigned a credit rating of BB- by Fitch and S&P. The Notes rank pari passu with the Issuer’s outstanding debt. The Notes were admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange on June 1, 2026. The Notes were offered pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended.
Early Tender Offer Results Support Refinancing Objective
Noteholders tendered over USD 936 million in principal amount of VEON’s outstanding USD 1,013,973,000 3.375% Senior Notes due 2027 (the “2027 Notes”), exceeding the maximum participation amount and enabling VEON to accept and retire approximately USD 886 million of the outstanding 2027 Notes.
In parallel with the Offering, on May 18, 2026 the Issuer launched a cash tender offer (the “Tender Offer”) inviting holders of the 2027 Notes to tender their 2027 Notes for cash, subject to the satisfaction of the New Financing Condition and the other conditions set out in the tender offer memorandum dated May 18, 2026 (the “Tender Offer Memorandum”). On May 20, 2026, the Issuer announced an upsizing of the Maximum Aggregate Purchase Price to USD 875 million from USD 750 million, reflecting strong investor engagement with the transaction.
As of the Early Tender Deadline, holders had validly tendered (and not withdrawn) USD 936,022,000 in aggregate principal amount of the 2027 Notes. The Issuer has accepted USD 886,075,000 in aggregate principal amount of such validly tendered Notes, subject to scaling at a Proration Factor of 0.922911. Holders whose 2027 Notes were validly tendered prior to the Early Tender Deadline and accepted for purchase will receive the Early Tender Offer Purchase Price of USD 987.50 per USD 1,000 in principal amount, together with the Accrued Interest Amount, on the Early Settlement Date of June 4, 2026.
Since the aggregate Early Tender Offer Purchase Price of the Notes validly tendered prior to the Early Tender Deadline exceeds the Maximum Aggregate Purchase Price, the Issuer does not expect to accept any further tenders of Notes following the Early Tender Deadline.
Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum. The Notes were 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.
AI1440 is VEON’s group-wide strategy to embed artificial intelligence across its operations and consumer and enterprise offerings, augmenting human capabilities and creating economic value throughout its markets. The name reflects VEON’s ambition to apply AI throughout all 1,440 minutes of the day.
VEON is listed on NASDAQ under the ticker VEON. For more information, visit: https://www.veon.com.
VEON media contact
pr@veon.com
Cautionary Statement
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 the closing of the Offering, the Tender Offer and VEON’s intended use of proceeds. 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 may differ materially.