Telefónica S.A. Reports Tender Offer Results

TL;DR

Telefónica just dropped tender offer results, check it out.

AI Summary

On March 14, 2024, Telefónica, S.A. filed a Form 6-K to report the results of a tender offer. The filing indicates that Telefónica is a foreign private issuer and is submitting this report for the month of March 2024.

Why It Matters

This filing provides crucial information for investors regarding the outcome of a tender offer, which can impact share prices and company ownership structure.

Risk Assessment

Risk Level: low — This is a routine reporting form (6-K) that provides information about a completed corporate action (tender offer results) and does not introduce new financial risks.

Key Players & Entities

• Telefónica, S.A. (company) — Registrant
• March 14, 2024 (date) — Filing Date

FAQ

Filing Documents

• form6kresultofthetenderoff.htm (6-K) — 31KB
• image_0.jpg (GRAPHIC) — 4KB
• 0000814052-24-000049.txt ( ) — 37KB

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 Result of the Tender Offer 2 TELEFNICA, S.A. (hereinafter, Telefnica), in compliance with the Securities Market legislation, hereby communicates the following OTHER RELEVANT INFORMATION Further to the communication made on 6 March 2024, Telefnica Europe B.V. (the Issuer ) has announced the final results of the invitation to holders of its outstanding EUR 1,300,000,000 Undated 6 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities (ISIN XS1933828433) (the Notes ) irrevocably guaranteed by Telefnica, S.A. (the Guarantor ), to tender such Notes for purchase by the Issuer for cash (the Offer ). The Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 6 March 2024 (the Tender Offer Memorandum ) and are subject to the offer restrictions more fully described in the Tender Offer Memorandum. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum. The final results of the Offers are as follow Description of Notes First Call Date Aggregate Principal Amount Outstanding (prior to completion of the Offer) Purchase Price Aggregate Principal Amount Tendered Pro-ration factor (if any and subject to adjustments, as applicable) Aggregate Principal Amount of Notes accepted for purchase EUR 1,300,000,000 Undated 6 Year Non-Call Deeply Subordinated Guaranteed Fixed Rate Reset Securities Current Coupon 4.375 per cent. 14 December 2024 EUR 1,300,000,000 EUR 100,300 per EUR 100,000 EUR 1,096,600,000 NA EUR 1,096,600,000 The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum. Whether the Issuer will purchase any Notes validly tendered in the Offer is subject, without limitation, to the satisfaction or waiver of the New Financing Condition. Subject to the satisfaction or waiver of the New Financing Condition, the expected Settlement Date is 18 March 2024. All Notes repurchased pursuant to the Offer will be cancelled. Assuming the satisfaction or waiver of the New Financing Condition, following the settlement of the Offer and subsequent cancellation of the repurchased Notes, more than 75 per cent. of the initial aggregate principal amount of the Notes will have been purchased and cancelled by the Issuer. Pursuant to the terms and conditions of the Notes (the Conditions ), the Issuer will therefore have the option to redeem (after providing the required notice) all of the remaining outstanding Notes (in whole but not in part) at their principal amount plus any interest accrued to, but excluding, the relevant day on which the Notes become due for early redemption in accordance with the Conditions and any Arrears of Interest (as defined in the Conditions). The Issuer may at its sole discretion exercise this option following the settlement of the Offer. Madrid, 14 March 2024 Neither the Offer, the Tender Offer Memorandum nor this announcement constitute an offer of securities to the public under Regulation (EU) 20171129 of the European Parliament and of the Council or a tender offer in Spain under the Spanish Law 62023, of 17 March, on the Securities Markets and the Investment Services (Ley 62023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversin) or under Royal Decree 10662007, of 27 July, all of them as amended, and any regulation issued thereunder. Accordingly, neither the Tender Offer Memorandum nor this announcement has been and will not be submitted for approval nor approved by the Spanish Securities Market Regulator (Comisin Nacional del Mercado de Valores). Not for distribution in or into or to any person located or resident in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands, any state of the United States and the District of Columbia) (the United States) or to any U.S. person or into any other jurisdiction where it is unla

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View this 6-K filing on SEC EDGAR