Wed 08/03/2022 10:19 AM
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Dutch-headquartered telecoms group Veon has launched a bondholder identification exercise, sources told Reorg's EMEA Core Credit team. The exercise relates to all notes due between 2023 and 2027 and will expire on Aug. 15.

Houlihan Lokey and Milbank have been talking to investors holding approximately 30% of Veon’s bond debt ahead of a potential proposal from the company. The company has not sounded out the group about the purpose of the identification process, sources said.

The company told Reorg it is looking to update its general understanding of who holds its bonds in light of recent trading volumes.

Veon with its large Russian market exposure also has a number of Russian investors holding its notes and the company may be trying to identify any sanctioned entities among its own creditors, sources close told Reorg. Veon itself is not sanctioned but its largest indirect shareholders, Mikhail Fridman and Petr Aven, were sanctioned on Feb. 28 following Russia’s invasion of Ukraine four days earlier. Fridman resigned from the board on the same day.

In its 2021 annual report, Veon warned that it has experienced “difficulties in transacting with certain key suppliers, business partners and other key counterparties at the group level” adding that it may struggle to hire an auditing firm for the 2022 financials.

Management underscored that without audited financials, Veon may not obtain financing to meet its capital needs, service its debt, or to even access the existing cash held in third-party bank accounts. Further, it could lead to a delisting of the group’s securities.

Veon noted that many multinational companies and firms, including certain of its service providers, partners and suppliers, are self-sanctioning due to Veon’s significant Russia operations, as a result of the ongoing war between Russia and Ukraine.

Houlihan Lokey and Milbank declined to comment.

Veon’s capital structure is below:

























































































































































































































































































































































































Veon Group - Pro Forma as of 03/11/2022


12/31/2021

EBITDA Multiple

(USD in Millions)

Amount

Maturity

Rate

Book


PKR 5B Loan due 2022 (lender: Habib Bank) 1

24.2

Jun-2022

K + 0.350%

PKR 12.8B Syndicated Credit Facility due 2022

-

Jun-2022

K + 0.350%

PKR 2.9B Syndicated Credit Facility due 2023

-

Dec-2023


PKR 1.8B Syndicated Credit Facility due 2023

-

Dec-2023


PKR 33.848B Syndicated Credit Facility due 2026

191.2

Sep-2026

K + 0.550%

PKR 10B Islamic Financing Facility due 2026 (lender: Habib Bank) 1

81.2

Sep-2026

K + 0.550%

PKR 20B Syndicated Facility due 2028 (agent: MCB Bank)

28.2

Sep-2026

K + 0.550%

PKR 50B Syndicated Credit Facility due 2031 2

56.5

Jun-2031


Other Debt 1

33.0



Total Opco Debt - Secured (Pakistan Mobile Communications)

414.3

0.1x

Banglalink: BDT 436M Syndicated Credit Facility due 2021

45.9

2021


VimpelCom: bonds/loans

13.7



Kyivstar: UAH 1,480M Loan due 2023 (lender: Alpha Bank)

57.1

Dec-14-2023

10.150%

Kyivstar: UAH 1,250M Loan due 2023 (lender: OTP Bank)

42.6

Dec-22-2023

Reference Rate + 3.000%

Kyivstar: UAH 1,275M Loan due 2024 (lender: Credit Agricole)

43.4

Nov-26-2025


Kyivstar: UAH 1,350M Loan due 2024 (lender: Citi)

46.0

Mar-2024

Reference Rate + 3.000%

Kyivstar: UAH 1,400M Loan due 2025 (lender: Raifeissen)

47.7

Nov-2025

11.000%

Kyivstar: Others

1.0



Total Opco Debt - Unsecured

297.4

0.2x

$417M Unsecured Notes due 2022 3

-

Mar-2022

7.504%

$529M Unsecured Notes due 2023

529.0

Feb-2023

5.950%

$700M Unsecured Notes due 2023

700.0

Apr-2023

7.250%

$1.2B Syndicated RCF matur. in 2024 4

430.0

Mar-2024


$533M Unsecured Notes due 2024

533.0

Jun-2024

4.950%

$1B Unsecured Notes due 2025

1,000.0

Apr-2025

4.000%

RUB 20B Unsecured Notes due 2025

172.4

Jun-2025

6.300%

RUB 10B Unsecured Notes due 2025

86.2

Sep-11-2025

6.500%

RUB 15B Loan due 2026 (lender: Alfa Bank) 5

129.3

Mar-2026

Reference Rate + 2.150%

RUB 20B Unsecured Notes due 2026

172.4

Jun-2026

8.125%

RUB 45B Loan due 2026 (lender: Sberbank) 5

387.9

Dec-2026

1.900%

RUB 30B Loan due 2026 (lender: Sberbank) 5

258.6

Dec-2026

10.100%

$1.2B Unsecured Notes due 2027

1,250.0

Nov-25-2027

3.375%

RUB 30B Loan due 2028 (lender: VTB) 6

400.0

Feb-2028


Total HoldCo Debt - Unsecured

6,048.8

2.0x

Cash-pool Overdrawn Accounts

13.0



Other Debt

42.6



Total Other Group Debt

55.6

2.0x

Operating Lease Liability - IFRS 16 7

2,662.0



Total Lease Liability

2,662.0

2.8x

Total Debt

9,478.1

2.8x

Less: Cash and Equivalents

(2,100.0)

Net Debt

7,378.1

2.2x

Plus: Market Capitalization

1,370.0

Enterprise Value

8,748.1

2.6x

Operating Metrics

LTM Revenue

7,788.0

LTM Reported EBITDA

3,332.0


Liquidity

RCF Commitments

1,274.0

Less: Drawn

(430.0)

Plus: Cash and Equivalents

2,100.0

Total Liquidity

2,944.0

Credit Metrics

Gross Leverage

2.8x

Net Leverage

2.2x


Notes:
Market cap. as of Mar. 3, 2022. Cash balance as of Feb. 27 (as rep on Mar. 2). 2021 year end cash balance : $2.252B.
1. Loan balance as of 2020 year-end.
2. Signed in June 2021. Banking consortium led by Habib Bank Limited
3. Guarantor: PJSC VimpelCom. On Feb. 28, company drew $430M under RCF to repay its $417M notes due in March.
4. Signed in Mar. 2021. Initial tenor of three years, with company having the right to request two one-year extensions. On Feb. 28, company drew $430M under RCF to repay its $417M notes due in March.
5. Issuer: VEON Finance Ireland DAC.
6. Contracted in Feb. 2022. Repaid in Mar. 2022.
7. Amortized value.
Pro Forma: for new €30B RUB 7Y term loan contracted in Feb. 2022 with Sberbank, and $430M drawdown on RCF to repay $417M Notes due Mar. 2022.



– Connor Lovell, Magnus Scherman
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