Telecom Italia - Exchange Offer 2024 (XS/US) - Update (Multiple Offers)

Telecom Italia Capital - EARLY PARTICIPATION DEADLINE ANNOUNCEMENT

02 MAY 2024

Full announcement including disclaimers and offer restrictions available via Luxse

"Luxembourg, May 2, 2024 / PRNewswire. TIM, TIF and Telecom Italia Capital (“TICAP” or the “Issuer”) have announced on the date hereof that the Total Cap for the Exchange Offers has been increased to €5,536,319,601 from €5.0 billion (based on the Euro/USD exchange rate of 1.07145). TIM and TIF have also announced on the date hereof that the aggregate principal amount of the EUR Original Notes accepted for exchange in the EUR Exchange Offers was €3,669,680,000. TICAP hereby announces that the USD Maximum Acceptance Amount is $2,000,011,000, the Maximum Series Acceptance Amount has been increased to $500,006,000 for the USD Original 2033 Notes, $500,001,000 for the USD Original 2034 Notes and $500,004,000 for the USD Original 2038 Notes. As of the Early Participation Deadline of 5:00 p.m., New York City time, on May 1, 2024, the USD Maximum Acceptance Amount was reached and the Maximum Series Acceptance Amount for each of the USD Original Notes was reached. Assuming that the USD Original Notes tendered by the Early Participation Deadline are accepted for payment at the Expiration Time, the proration factors would be 85.6200000% for the USD Original 2033 Notes, 93.9516130% for the USD Original 2034 Notes, 74.9288000% for the USD Original 2036 Notes and 67.4166670% for the USD Original 2038 Notes, respectively. The final proration calculations will be made upon acceptance as soon as practicable following the Expiration Time, and TICAP will disclose the final proration factors at such time."

...

---

Telecom Italia Finance/TIM S.p.A./Telecom Italia Capital - RESULTS ANNOUNCEMENT OF EUR EXCHANGE OFFERS

02 MAY 2024

Full announcement including disclaimers and offer restrictions available via Luxse

...

"Results Announcement of the EUR TIM Exchange Offers

TIM S.p.A. (“TIM”) hereby announces the final results of the EUR TIM Exchange Offers (as defined in the exchange offer memorandum dated April 18, 2024 (the “EUR TIM Exchange Offer Memorandum”)). The EUR TIM Exchange Offers are made on the terms and subject to the conditions set out in the EUR TIM Exchange Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the EUR TIM Exchange Offer Memorandum. TIM hereby announces that the final aggregate principal amount of EUR TIM Original Notes accepted for exchange is €3,310,538,000 and that TIM, TIF and TICAP have decided to increase the Total Cap to €5,536,319,601.

TIM hereby also announces that the results of the EUR TIM Exchange Offers are as follows:"

...

"Results Announcement of the EUR TIF Exchange Offer

Telecom Italia Finance (“TIF”) hereby announces the final results of the EUR TIF Exchange Offer (as defined in the exchange offer memorandum dated April 18, 2024 (the “EUR TIF Exchange Offer Memorandum”)). The EUR TIF Exchange Offer is made on the terms and subject to the conditions set out in the EUR TIF Exchange Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the EUR TIF Exchange Offer Memorandum. TIF hereby announces that the final aggregate principal amount of EUR TIF Original Notes accepted for exchange is €359,142,000 and that TIM, TIF and TICAP have decided to increase the Total Cap to €5,536,319,601.

TIF hereby also announces that the results of the EUR TIF Exchange Offer are as follows:"

...

---

Telecom Italia Finance/TIM S.p.A./Telecom Italia Capital - Exhange Offers

18 APRIL 2024

Full announcement including disclaimers and offer restrictions available via Luxse

...

Invitation byTelecom Italia Finance

to Eligible Holders to offer to exchange up to the Total Cap €1,050,000,000 7.750 per cent. Guaranteed Notes due 24 January 2033 – (ISIN: XS0161100515)

for

an equal aggregate principal amount of new 7.750 per cent. Guaranteed Notes due January 24, 2033

...

Invitation byTIM S.p.A.

to Eligible Holders to offer to exchange up to the Total Cap€750,000,000 2.875 per cent. Notes due January 28, 2026 – (ISIN: XS1846631049)€1,000,000,000 3.625 per cent. Notes due May 25 2026 – (ISIN: XS1419869885)€1,250,000,000 2.375 per cent. Notes due October 12, 2027 – (ISIN: XS1698218523)€1,250,000,000 6.875 per cent. Notes due February 15, 2028 – (ISIN: XS2581393134)€1,500,000,000 7.875 per cent. Notes due July 31, 2028 – (ISIN: XS2637954582)€1,000,000,000 1.625 per cent. Notes due January 18, 2029 – (ISIN: XS2288109676)€850,000,000 5.250 per cent. Notes due March 17, 2055 – (ISIN: XS0214965963)

foran equal aggregate principal amount of, in the case of:(i) the EUR Original January 2026 Notes, new 2.875 per cent. Notes due January 28, 2026(ii) the EUR Original May 2026 Notes, new 3.625 per cent. Notes due May 25, 2026(iii) the EUR Original October 2027 Notes, new 2.375 per cent. Notes due October 12, 2027(iv) the EUR Original February 2028 Notes, new 6.875 per cent. Notes due February 15, 2028(v) the EUR Original July 2028 Notes, new 7.875 per cent. Notes due July 31, 2028(vi) the EUR Original January 2029 Notes, new 1.625 per cent. Notes due January 18, 2029(vii) the EUR Original March 2055 Notes, new 5.250 per cent. Notes due March 17, 2055

...

Invitation byTelecom Italia Capital

Offers to Exchange Each Series of the Securities Listed Below up to the USD Maximum Acceptance Amount

6.375% USD Original Notes due 2033 – ISINs/CUSIPs – US87927VAF58/87927VAF5 / US87927VAC28/87927VAC2 (144A) / ST92762AC63 /T92762AC6 (Reg S)6.000% USD Original Notes due 2034 – ISIN/CUSIP – US87927VAM00 / 87927VAM07.200% USD Original Notes due 2036 – ISIN/CUSIP – US87927VAR96 / 87927VAR97.721% USD Original Notes due 2038 – ISIN/CUSIP – US87927VAV09 / 87927VAV0

for an equal aggregate principal amount, in the case of:(i) TICAP’s existing Series C 6.375% Guaranteed Senior Global Notes due 2033, with new 6.375%. Notes due 2033(ii) TICAP’s existing 6.000% Guaranteed Senior Global Notes due 2034, with new 6.000%. Notes due 2034(iii) TICAP’s existing 7.200% Guaranteed Senior Notes due 2036,  with new 7.200%. Notes due 2036(iv) TICAP’s existing 7.721% Guaranteed Senior Notes due 2038, with new 7.721%. Notes due 2038

...