Swisscom : successfully prices offering of Notes for EUR 4 billion and completes financing

Acquisition of Vodafone Italia

Swisscom successfully prices offering of Notes for EUR 4 billion and completes financing

Following the announcement of the acquisition of Vodafone Italia S.p.A. («Vodafone Italia») for EUR 8.0 billion on a debt and cash free basis on 15 March 2024, Swisscom has now successfully completed the financing of the acquisition at attractive terms and well ahead of the expected closing in Q1 2025. After the issuance of CHF 1.145 billion in Swiss Domestic Bonds in the week of 6 May 2024, Swisscom Finance B.V. (the «Issuer») announces yesterday's successful pricing of its issuance of EUR 4.0 billion quintuple-tranche fixed rate notes under its EUR 10 billion Euro Medium Term Note Programme guaranteed by Swisscom Ltd. The remaining amount of the purchase price will be financed by way of a bank term loan available in two tranches, for a total of EUR 3.0 billion.

By Sepp Huber23 May 2024

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EUR 4.0 billion multi-tranche Eurobond offering

The EUR 4.0 billion Eurobond offering consists of five tranches (the «Notes»):

• EUR 500 million with a coupon of 3.50 % and a tenor of 2 years,
• EUR 500 million with a coupon of 3.50 % and a tenor of 4.25 years,
• EUR 1.25 billion with a coupon of 3.50 % and a tenor of 7.5 years,
• EUR 1.0 billion with a coupon of 3.625 % and a tenor of 12.5 years,
• EUR 750 million with a coupon of 3.875 % and a tenor of 20 years.

The offering was close to 3x oversubscribed. Together with the Swiss Domestic Bonds, the Notes will replace a syndicated bridge loan of EUR 5.1 billion entered into by Swisscom to provide funding for the acquisition of Vodafone Italia. The issuance of the Notes was lead-managed by Deutsche Bank, ING and UniCredit as Global Coordinators, supported by BBVA, BofA Securities and Société Générale as Active Bookrunners as well as BNP Paribas, IMI Intesa Sanpaolo, LBBW, Mediobanca and UBS as Passive Bookrunners.

Settlement and issue of the Notes is scheduled for 29 May 2024. Application has been made for the Notes to be listed on the Official List of the Luxembourg Stock Exchange and to trading on the regulated market of the Luxembourg Stock Exchange.

Financing of Vodafone Italia acquisition secured

The final financing structure for the acquisition of Vodafone Italia is now fully secured, also thanks to two previously conducted transactions:

• Swiss Domestic Bond transaction priced on 6 May 2024 for a total of CHF 1.145 billion, consisting of three tranches: CHF 315 million for 6.25 years at a coupon of 1.65%, CHF 455 million for 10.25 years at a coupon of 1.8% and CHF 375 million for 15.5 years at a coupon of 2%.
• A syndicated term loan of EUR 3 billion available in two tranches, with a maturity of 3 and 5 years respectively.

Based on these transactions, the incremental annual interest expense for the acquisition of Vodafone Italia is expected to be at or below CHF 250 million p.a. initially, and is therefore in line with the figures presented in the announcement released on 15 March 2024.

Transaction on track

Overall, the completion of the acquisition of Vodafone Italia is on track, while still subject to the receipt of certain regulatory and other customary approvals. Closing is expected in Q1 2025..

The Base Prospectus is available now, and the final terms of the Notes, when published, will be available on the website of the Luxembourg Stock Exchange at www.luxse.com/issuer/SwisscomFin/102559(opens in new tab)

Disclaimer

THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT'), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS OUTSIDE THE UNITED STATES, ABSENT REGISTRATION, COMPLIANCE WITH REGULATION S OUTSIDE THE UNITED STATES OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

Please note that the information contained in this announcement and/or the Base Prospectus referred to above may be addressed to and/or targeted at persons who are residents of particular countries (specified in this announcement and/or the Base Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in this announcement and/or the Base Prospectus is not addressed. Prior to relying on the information contained in this announcement and/or the Base Prospectus you must ascertain from this announcement and the Base Prospectus whether or not you are part of the intended addressees of the information contained therein.

In the UK, this press release is being distributed to, and is directed at, only (a) persons who have professional experience in matters relating to investments who fall within the definition of «investment professionals» in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the «Order»); or (b) high net worth companies, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as «relevant persons»). The Notes are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.

Relevant stabilisation regulations including FCA/ICMA apply.

MiFID II and UK MiFIR - professionals/ECPs-only/No PRIIPs or UK PRIIPs

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

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