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DEUTSCHE TELEKOM INTERNATIONAL FINANCE B.V. LAUNCHES CASH TENDER OFFER

DEUTSCHE TELEKOM INTERNATIONAL FINANCE B.V. LAUNCHES CASH TENDER OFFER FOR TWO SERIES OF ITS U.S. DOLLAR NOTES


24 FEBRUARY 2023


Full announcement available via Prnewswire


"NEW YORK, Feb. 24, 2023 /PRNewswire/ -- Deutsche Telekom International Finance B.V. (the "Company") has today invited holders of its outstanding: (i) US$1,250,000,000 3.600% Notes due January 2027 (ISIN: US25156PBA03 (Rule 144A) / USN27915AS11 (Reg S)) (the "2027 Notes") and (ii) US$1,200,000,000 4.375% Notes due June 2028 (ISIN: US25156PBB85 (Rule 144A) / USN2557FFL33 (Reg S)) (the "2028 Notes"), each guaranteed by Deutsche Telekom AG (the "Parent Company") (the 2027 Notes and the 2028 Notes each being a "Series", and any notes within any such Series being the "Notes", and the eligible holders of any Notes, the "Holders") to tender their Notes for purchase by the Company for cash (each such invitation an "Offer" and together, the "Offers"), on the terms of, and subject to the Offer Cap and the Acceptance Priority Levels (each as defined below) and the other conditions contained in, an offer to purchase dated February 24, 2023 (the "Offer to Purchase"). Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.


Holders are advised to read carefully the Offer to Purchase for full details of, and information on the procedures for participating in, the Offers.



...


Rationale for the Offers


The purpose of the Offers is, amongst other things, to proactively manage the Company's cost of carry. The Company believes that the Offers also provide Holders with the opportunity to sell their current holdings in the Notes ahead of their respective maturity dates.

Notes purchased by the Company pursuant to the Offers will be cancelled."

 

**PREVIOUS DEUTSCHE TELEKOM OFFER BELOW**

 

Deutsche Telekom AG and Deutsche Telekom International Finance B.V. Final Results


ANNOUNCEMENT OF FINAL RESULTS OF THE TENDER OFFER


30 JANUARY 2023


Full announcement available via LUX SE.


"Final Results of the Offers


As at the Expiration Deadline, March 2026 Notes in an aggregate nominal amount of EUR 71,595,000,

July 2027 Notes in an aggregate nominal amount of EUR 243,095,000, April 2023 Notes in an aggregate

nominal amount of EUR 635,064,000, January 2024 Notes in an aggregate nominal amount of

EUR 416,134,000, October 2024 Notes in an aggregate nominal amount of EUR 58,680,000, December

2024 Notes in an aggregate nominal amount of EUR 170,887,000, April 2025 Notes in an aggregate

nominal amount of EUR 68,234,000, December 2025 Notes in an aggregate nominal amount of

EUR 284,244,000, May 2026 Notes in an aggregate nominal amount of EUR 144,036,000, January 2027

Notes in an aggregate nominal amount of EUR 311,469,000, October 2023 Notes in an aggregate nominal

amount of GBP 91,806,000 and October 2025 Notes in an aggregate nominal amount of GBP 146,981,000

have been validly tendered for purchase pursuant to the terms of the Offers.


The Pricing took place today, 30 January 2023, at or around 12.00 p.m. (CET).

The final results of the Offer are as set out below:


The Final Acceptance Amount is EUR 2,675,082,091 and all valid Tender Instructions have been accepted

and no pro-rata scaling factor has been applied.





 

ANNOUNCEMENT OF INDICATIVE RESULTS OF THE TENDER OFFER


30 JANUARY 2023


Full announcement available via LUX SE.


"Indicative Results of the Offers


Following the Expiration Deadline, the Company and Finance hereby announce the following indicative

results of the Offer:


• Indicative Final Acceptance Amount: EUR 2,676,658,085, all valid Tender Instructions will be

accepted and no pro-rata scaling factor will be applied, and


• with respect to each Series of Notes:

"Determination of the Benchmark Rates, the Purchase Yields, the Purchase Prices and the applicable

GBP/EUR Exchange Rate will take place at or around 12.00 p.m. (CET) today, 30 January 2023

(the "Pricing Time"). As soon as reasonably practicable after the Pricing Time, the Company and Finance

will announce whether they accept for repurchase Notes validly tendered and, if so accepted, each Series

Acceptance Amount, the Benchmark Rates and Purchase Yields for each Series, the applicable GBP/EUR

Exchange Rate, each Purchase Price, any pro-rata scaling factor that will be applied to Notes of any Series,

and the Final Acceptance Amount.


Until the Company and Finance announce the final aggregate nominal amount of each series of Notes

accepted for purchase, no assurance can be given that any Notes validly tendered for purchase pursuant to

the Offer will be accepted."

 

Deutsche Telekom AG (the "Company") announces Tender Offer in respect of its EUR 500,000,000 0.875 per cent. Notes due 2026 (ISIN: DE000A2TSDD4) and EUR 1,250,000,000 0.500 per cent. Notes due 2027 (ISIN: XS2024715794).


Deutsche Telekom International Finance B.V. ("Finance") announces Tender Offer in respect of its EUR 1,750,000,000 0.625 per cent. Notes due 2023 (ISIN: XS1382792197), EUR 1,250,000,000 0.875 per cent. Notes due 2024 (ISIN: XS1557096267), EUR 650,000,000 2.750 per cent. Notes due 2024 (ISIN: XS0847580353), EUR 750,000,000 0.625 per cent. Notes due 2024 (ISIN: XS1732232340), EUR 500,000,000 4.875 per cent. Notes due 2025 (ISIN: XS0503603267), EUR 1,000,000,000 1.375 per cent. Notes due 2025 (ISIN: XS1828032786), EUR 750,000,000 1.125 per cent. Notes due 2026 (ISIN: XS1617898363), EUR 1,250,000,000 1.375 per cent. Notes due 2027 (ISIN: XS1557095616), GBP 300,000,000 1.250 per cent. Notes due 2023 (ISIN: XS1501155748) and GBP 300,000,000 2.500 per cent. Notes due 2025 (ISIN: XS1892151348).


20 JANUARY 2023


Full announcement available via LUX SE.


"20 January 2023. The Company announces today an invitation to eligible holders of its outstanding EUR 500,000,000 0.875 per cent. Notes due 25 March 2026 (ISIN: DE000A2TSDD4) (the "March 2026 Notes") and EUR 1,250,000,000 0.500 per cent. Notes due 5 July 2027 (ISIN: XS2024715794) (the "July 2027 Notes") and Finance announces today an invitation to eligible holders of its outstanding EUR 1,750,000,000 0.625 per cent. Notes due 3 April 2023 (ISIN: XS1382792197) (the "April 2023 Notes"), EUR 1,250,000,000 0.875 per cent. Notes due 30 January 2024 (ISIN: XS1557096267) (the "January 2024 Notes"), EUR 650,000,000 2.75 per cent. Notes due 24 October 2024 (ISIN: XS0847580353) (the "October 2024 Notes"), EUR 750,000,000 0.625 per cent. Notes due 13 December 2024 (ISIN: XS1732232340) (the "December 2024 Notes"), EUR 500,000,000 4.875 per cent. Notes due 22 April 2025 (ISIN: XS0503603267) (the "April 2025 Notes"), EUR 1,000,000,000 1.375 per cent. Notes due 1 December 2025 (ISIN: XS1828032786) (the "December 2025 Notes"), EUR 750,000,000 1.125 per cent. Notes due 22 May 2026 (ISIN: XS1617898363) (the "May 2026 Notes"), EUR 1,250,000,000 1.375 per cent. Notes due 30 January 2027 (ISIN: XS1557095616) (the "January 2027 Notes"), GBP 300,000,000 1.250 per cent. Notes due 6 October 2023 (ISIN: XS1501155748) (the "October 2023 Notes") and GBP 300,000,000 2.500 per cent. Notes due 10 October 2025 (ISIN: XS1892151348) (the "October 2025 Notes") (the March 2026 Notes, the July 2027 Notes, the April 2023 Notes, the January 2024 Notes, October 2024 Notes, the December 2024 Notes, the April 2025 Notes, the December 2025 Notes, the May 2026 Notes, the January 2027 Notes, the October 2023 Notes and the October 2025 Notes together, the "Notes") to tender their Notes for purchase by the Company and Finance, respectively for cash (the "Offer")."



...


"Rationale for the Offer


The purpose of the Offer is, amongst other things, to proactively manage the Company's and Finance's cost of carry. The Offer also provides Noteholders with the opportunity to sell their current holdings in the Notes ahead of the maturity date. Notes purchased by the Company and Finance pursuant to the Offer are expected to be cancelled and will not be re-issued or re-sold.


...


Maximum Acceptance Amount


The Company and Finance propose to accept Notes for purchase up to a maximum aggregate principal amount of, when converted into euro at the Applicable GBP/EUR Exchange Rate, EUR 2,250,000,000 (the "Maximum Acceptance Amount") on the terms and subject to the conditions contained in this Tender Offer Memorandum. The Company and Finance reserve the right, in their sole and absolute discretion, to purchase more than the Maximum Acceptance Amount, subject to applicable law (the final aggregate nominal amount so allocated for the purchase of Notes, the "Final Acceptance Amount"). The Company and Finance will determine the allocation of funds between the Notes of each Series (the "Series Acceptance Amounts") in their sole and absolute discretion, and reserve the right to accept significantly more or less (or none) of any Series as compared to the other Series. Each Series Acceptance Amount and the Final Acceptance Amount will be announced following the Expiration Deadline."

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