Form 6-K VimpelCom Ltd. For: Mar 12

 

 

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 2015

Commission File Number 1-34694

 

 

VimpelCom Ltd.

(Translation of registrant’s name into English)

 

 

The Rock Building, Claude Debussylaan 88, 1082 MD, Amsterdam, the Netherlands

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover 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):  ¨.

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):  ¨.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨            No   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            .

 

 

 

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Press Release of WAF

On March 12, 2015, Wind Acquisition Finance S.A. (“WAF”), a subsidiary of VimpelCom Ltd., issued a press release, which is included as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Report”).

Cautionary Statement Regarding Forward-Looking Statements

This Report contains “forward-looking statements”, as the phrase is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to use of proceeds from the offering and other expected proceeds and borrowings, as well as refinancing objectives, including capital structure optimization and deleveraging process enhancement. These and other forward-looking statements are based on the best assessment of management. The actual outcome may differ materially from these statements. Certain factors that could cause actual results to differ materially from those discussed in any forward-looking statements include the risk factors described in VimpelCom Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2013 and other public filings made by VimpelCom Ltd. with the U.S. Securities and Exchange Commission, which risk factors are incorporated herein by reference. VimpelCom Ltd. disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this Report, or to make corrections to reflect future events or developments.

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Exhibits

 

Exhibit No.		Description of Exhibit
99.1		Press release issued by WAF on March 12, 2015

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

				VIMPELCOM LTD.
				(Registrant)
Date: March 12, 2015
				By:		/s/ Scott Dresser
				Name:		Scott Dresser
				Title:		Group General Counsel

Exhibit 99.1

WIND ACQUISITION FINANCE S.A. ANNOUNCES THE PRICING

OF €775 MILLION SENIOR SECURED NOTES OFFERING

Luxemburg, Grand Duchy of Luxembourg – March 12, 2015

Wind Acquisition Finance S.A. (“WAF”) announced today the pricing of an offering of €775 million Senior Secured Notes, guaranteed by WIND Telecomunicazioni S.p.A. (“WIND”), in a combination of €400 million euro-denominated Euribor plus 4.125% Floating Rate Notes due 2020 and a tap issue of €375 million of WAF’s currently outstanding euro-denominated 4% Senior Secured Notes due 2020, offered at 101.25 with a YTW of 3.60% (the “Offering”). In light of the very strong demand the Offering of €600 million was increased to €775 million.

Proceeds from the Offering will be lent by WAF to WIND. WIND will utilize the funds from the WAF loan, along with €500 million of the expected €693 million of proceeds from the previously announced planned sale of a 90% stake in its towers subsidiary and expected borrowings of €700 million under its new amended and restated senior facilities to refinance its existing Senior Facilities Agreement (the “refinancing”).

The refinancing will further optimize the capital structure of WAF and WIND by further reducing interest costs by approximately €25 million per annum, in addition to the approximate €300 million interest savings achieved through the refinancing transactions in 2014, and by extending maturities. Additionally, the use of the towers sale proceeds to repay debt and the increased cash flows resulting from the refinancing will enable the WIND Group to enhance its deleveraging process.

The press release shall not constitute an offer to sell or the solicitation of an offer to buy securities. There will not be any sale of these securities in any such state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or country.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933 as amended (the “Securities Act”) and may not be offered and sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

This press release may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of WAF and WIND about further events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.

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This press release shall not be considered an “offer of securities to the public” for purposes of the Luxembourg law on prospectus for public offering dated 10 July 2005 or of the Italian legislative decree no. 58 dated 24 February 1998, or give rise to or require a prospectus in an EU member state which has implemented the prospectus directive.

Within the United Kingdom, this announcement is directed only at persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“relevant persons”). The investment or investment activity to which this announcement relates is only available to and will only be engaged in with relevant persons and person who receive this announcement who are not relevant persons should not rely or act upon it.

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