Shearman & Sterling advised Orange Switzerland, a subsidiary of Matterhorn Telecom S.A. (the “Senior Secured Notes Issuer”) and Matterhorn Telecom Holding S.A. (the “Senior Notes Issuer” and, together with the Senior Secured Notes Issuer, the “Issuers”), on the combined offering by the Issuers of CHF 2,016.5 million (equivalent) aggregate principal amount of Senior Secured Notes due 2022 and Senior Notes due 2023. The offering, which was conducted pursuant to Rule 144A and Regulation S under the US Securities Act, closed on April 23, 2015. The Senior Secured Notes are guaranteed on a senior secured basis by the Senior Notes Issuer, Matterhorn Mobile S.A., Orange Communications SA and Orange Network SA. The Senior Notes are guaranteed on a senior subordinated basis by the Senior Secured Notes Issuer, Matterhorn Mobile S.A., Orange Communications SA and Orange Network SA. The proceeds from the offering, together with cash on balance sheet, were used to redeem in full all the existing notes issued by various entities of the Matterhorn group, terminate or amend existing hedging obligations, make a distribution to the Matterhorn group’s shareholder, and to pay certain fees and expenses relating to the offering.
Orange Switzerland is one of the leading nationwide mobile network operators in Switzerland focused primarily on offering mobile voice, non-voice and mobile broadband products and services to residential and business customers.
The Shearman & Sterling team of lawyers in the firm’s London and Washington, DC offices included capital markets partner Apostolos Gkoutzinis, counsel Rebecca Marques, and associates Joseph Hutchinson, Arthur Ravignon, and Elena Dzhurova; finance partners Peter Hayes and James Duncan, counsel Jackson Lam, and associates Leona McManus, Camilla Hunter, and Sara Couling; and tax partner Kristen Garry and associate Kammy Lai. Secondee Lennart Østenfjeld and legal assistant Judith Smit-Haffmans also provided assistance on the transaction.