Veolia Environnement Launches Cash Tender Offer to Purchase its Dollar-Denominated Notes due 2018

Wed May 29, 2013 8:21am EDT

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Veolia Environnement Launches Cash Tender Offer to Purchase its Dollar-Denominated Notes due 2018

Veolia Environnement (the “Company”) (Paris:VIE) today announces the commencement of a cash tender offer to purchase for cash (the “Offer”) any and all of its outstanding US$546,830,000 6.00% Notes due 2018 (the “Notes”).

The Offer is being made pursuant to an offer to purchase dated today (the “Offer to Purchase”), which sets forth a more comprehensive description of the terms of the Offer. Capitalized terms used but not otherwise defined in this press release shall have the meanings given to them in the Offer to Purchase. The table below sets forth information with respect to the Notes and the Offer.

Notes

 

CUSIP No.

 

Principal Amount
Outstanding

 

Reference
Treasury Security

 

Reference Page

 

Fixed Spread
(basis points)

6.00% Notes

due 2018

92334NAB9 $546,830,000

0.625% due
April 2018

FIT1 115

The purpose of the Offer is to optimize the use of the Company's cash and cash equivalents realized from recent divestitures, and to reduce its U.S. dollar indebtedness. The Company currently has significant liquidity; repurchasing the Notes would optimize this liquidity by reducing the Company’s cost of carrying cash and cash equivalents.

The Purchase Price payable for each $1,000 principal amount of Notes validly tendered and accepted for purchase will be equal to the price, determined in accordance with standard market practice as described in the Offer to Purchase, that equates to a yield to maturity equal to the sum of the Fixed Spread (specified in the table above) plus the Reference Yield, which shall be based on the bid-side price of the Reference Treasury Security (specified in the table above) as quoted at or around 12:00 p.m., New York City time, on June 6, 2013, unless the Offer is extended.

The Offer will remain open until 5:00 p.m., New York City time, on June 6, 2013, unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Date”). Holders who validly tender (and do not withdraw) their Notes at or prior to the Expiration Date will be eligible to receive the Purchase Price as well as accrued and unpaid interest from, and including, the last interest payment date for the Notes (being June 1, 2013) to, but not including, the Settlement Date. The Settlement Date for the Offer is expected to occur on June 12, 2013.

The obligation of the Company to accept for purchase, and to pay for, Notes validly tendered pursuant to the Offer is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase. The Offer is not conditioned on the tender of a minimum principal amount of Notes. The Company is not soliciting consents from holders of Notes in connection with the Offer.

The complete terms and conditions of the Offer are described in the Offer to Purchase, copies of which may be obtained by contacting Global Bondholder Services Corporation, which is acting as the Information and Tender Agent, at +1-866-924-2200 (toll-free). The Company has engaged Citigroup Global Markets Limited to serve as sole Dealer Manager for the Offer. Questions regarding the terms of the Offer may be directed to Citigroup Global Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom, Attention: Liability Management Group, at (800) 558-3745 (toll-free), (212) 723-6106 (collect) or +44 (0) 20 7986 8969 (London).

This press release is neither an offer to purchase nor a solicitation to tender any of these Notes nor is it a solicitation for acceptance of the Offer.

This press release does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Offer is made only by and pursuant to the terms of the Offer to Purchase and the information in this press release is qualified by reference to the Offer to Purchase. None of the Company, the Dealer Manager or the Information and Tender Agent makes any recommendations as to whether Holders should tender their Notes pursuant to the Offer. The Offer is not being made to (nor will tenders of Notes be accepted from or on behalf of) holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

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United Kingdom. The communication of this press release and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at (1) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (2) high net worth companies, and other persons to whom it may 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 only available to, and any invitation, offer or agreement to purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this Offer to Purchase or any of its contents.

France. The Offer is not being made, directly or indirectly, to the public in France. Neither this press release nor any other documents or offering materials relating to the Offer have been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France, and only (i) persons licensed to provide the investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account, and/or (iii) legal entities whose total assets exceed €5 million, or whose annual turnover exceeds €5 million, or whose managed assets exceed €5 million, or whose annual headcount exceeds 50, all as defined in, and in accordance with, Articles L.341-2, L.411-2, and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offer. This press release has not been and will not be submitted to the clearance procedures (visa) of nor approved by the Autorité des marchés financiers.

Italy. Neither this press release nor any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to Article 101-bis, paragraph 3-bis of Legislative Decree no. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 3 and/or paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "CONSOB Regulation"), as the case may be.

Holders or beneficial owners of the Notes that are located or resident in Italy can tender Notes for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations and with requirements imposed by CONSOB or any other Italian authority.

European Economic Area. In any European Economic Area ("EEA") Member State that has implemented Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, together with any applicable implementing measures in any Member State, the “Prospectus Directive”), this press release is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

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Veolia Environnement (Paris Euronext: VIE and NYSE: VE) is the worldwide reference in environmental solutions. With 220,000 employees*, the company has operations all around the world and provides tailored solutions to meet the needs of municipal and industrial customers in three complementary segments: water management, waste management and energy management. Veolia Environnement recorded revenue of €29.4 billion* in 2012.
(*) Excluding VeoliaTransdev employees and revenues currently under divestment

Analysts’ and institutional investors’ contact:
Ronald Wasylec – Tel +33 (0)1 71 75 12 23
or
U.S. investors contact:
Terri Anne Powers – Tel +1 312-552-2890