Telefónica Launches Tender Offer for Notes

TL;DR

Tefonica is buying back up to €1.5B of its 2027/2029 notes. Watch for pricing.

AI Summary

Telefónica, S.A. announced a tender offer for its outstanding notes due 2027 and 2029 on March 6, 2024. The company is offering to purchase up to €1.5 billion aggregate principal amount of these notes, with specific pricing details to be determined.

Why It Matters

This tender offer indicates Telefónica's proactive debt management strategy, potentially aimed at optimizing its capital structure and reducing future interest expenses.

Risk Assessment

Risk Level: low — The filing is a standard tender offer announcement, which is a routine financial disclosure.

Key Numbers

• €1.5B — Tender Offer Amount (Maximum principal amount of notes Telefónica is offering to buy back.)

Key Players & Entities

• Telefónica, S.A. (company) — Registrant making the tender offer
• €1.5 billion (dollar_amount) — Maximum aggregate principal amount of notes to be purchased
• 2027 (date) — Maturity year of some notes subject to the tender offer
• 2029 (date) — Maturity year of some notes subject to the tender offer
• March 6, 2024 (date) — Date of the tender offer announcement

FAQ

Filing Documents

• form6ktenderlaunchannounce.htm (6-K) — 44KB
• image_0.jpg (GRAPHIC) — 4KB
• 0000814052-24-000041.txt ( ) — 51KB

From the Filing

Document 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 March, 2024 Commission File Number 001-09531 Telefnica, S.A. (Translation of registrant's name into English) Distrito Telefnica, Ronda de la Comunicacin sn, 28050 Madrid, Spain +34 91-482 87 00 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F Form 20-F X Form 40-F Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) Yes No X Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) Yes No X Telefnica, S.A. TABLE OF CONTENTS Item Sequential Page Number 1. Telefnica Tender Offer of Hybrid Notes Announcement 2 TELEFNICA, S.A. (Telefnica) in compliance with the Securities Market legislation, hereby communicates the following OTHER RELEVANT INFORMATION Telefnica Europe B.V. (the Issuer ) has today launched an invitation to holders of its outstanding EUR 1,300,000,000 Undated 6 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the Notes ) irrevocably guaranteed by Telefnica, S.A. (the Guarantor ), to tender such Notes for purchase by the Issuer for cash (such invitation the Offer ). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 6 March 2024 (the Tender Offer Memorandum ) and is subject to the offer restrictions set out in the Tender Offer Memorandum. Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Tender Offer Memorandum. Summary of the Offer Description of Notes ISIN First Call Date Aggregate Principal Amount Outstanding Purchase Price Amount subject to the Offer (1) EUR 1,300,000,000 Undated 6 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (the Notes ) Current Coupon 4.375 per cent. XS1933828433 14 December 2024 EUR 1,300,000,000 EUR 100,300 per EUR 100,000 Up to a maximum aggregate principal amount (the Maximum Acceptance Amount ) equal to the aggregate principal amount of the New Notes (as defined herein). However, the Issuer reserves the right to increase the Maximum Acceptance Amount should a Substantial Purchase Event occur in respect of the Notes and the Issuer may or may not exercise its call right upon the occurrence of a Substantial Purchase Event pursuant to the Conditions of the Notes at any time following the Offer. Note (1) For further information refer to Maximum Acceptance Amount and Redemption under Issuer Call Right following a Substantial Purchase Event below. The Offer commences on 6 March 2024 and will expire at 1700 CET on 13 March 2024 (the Expiration Deadline ), unless extended, re-opened, withdrawn or terminated at the sole and absolute discretion of the Issuer. Rationale for the Offer The purpose of the Offer is, amongst other things, to proactively manage the Issuer's layer of hybrid capital. The Offer also provides Noteholders with the opportunity to switch into the New Notes ahead of the upcoming first call date. New Financing Condition The Issuer intends to issue new EUR denominated Undated 8.1 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities guaranteed by the Guarantor (the New Notes ). Whether the Issuer will accept for purchase any Notes validly tendered in the Offer is Purchase Price and Accrued Interest Payment In respect of any Notes accepted for purchase, the Issuer will also pay an amount equal to any accrued and unpaid interest on the relevant Notes from, and including, the interest payment date for the Notes immediately preceding the Settlement Date up to, but excluding, the Settlement Date, which is expected to be on 18 March 2024, if applicable. For the avoidance of doubt, interest due on the interest payment date for the Notes immediately preceding the Settlement Date will be paid in the usual way regardless of whether a Noteholder tenders its Notes before or after such interest payment date. Notes repurchased by the Issuer pursuant to the Offer may be cancelled. Notes which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding after the Settlement Date. Redemption under Issuer Call Right following a Substantial Purchase Event Under the Conditions of the Notes, in the event that the Issuer, the Guarantor, or any subsidiaries of the Guarantor, have purchased and cancelled at least 75 per cent. of the original aggregate principal amount of any of the Notes in accordance with the Conditions (a Substantial Purchase Event ), the Issuer may redeem the remaining Notes (in whole but not in part) at their principal

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View this 6-K filing on SEC EDGAR