Shearman & Sterling represented Nokia in connection with the update of its €5 billion Euro Medium Term Note Programme, the drawdown of €1.25 billion in senior notes and Nokia’s tender offer for cash for existing debt.
On March 15, 2017, Nokia completed the issuance of its €1.25 billion aggregate principal amount of new notes comprised of (i) €500 million, 1.00% senior notes due 2021 and (ii) €750 million, 2.00% senior notes due 2024, each issued under its €5 billion Euro Medium Term Note Programme (the “EMTN Programme”). The base prospectus for the EMTN Programme was approved by the Central Bank of Ireland on February 22, 2017, and the new notes were issued and admitted to listing and trading on the Irish Stock Exchange on March 15, 2017.
The proceeds of the new notes were used to finance Nokia’s tender offer for up to $1 billion in cash consideration for: (i) the €500 million, 6.75% notes due February 4, 2019 issued under its existing EMTN Programme; (ii) the $300 million, 6.5% debentures due January 15, 2028; and (iii) the $1.36 billion, 6.45% debentures due March 15, 2029. The dollar-denominated notes were issued by Lucent Technologies Inc. (the predecessor to Alcatel-Lucent USA Inc., Nokia’s wholly owned subsidiary). The tender offer settled on March 23, 2017.
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The Shearman & Sterling team included partners David Dixter (London-Capital Markets), Mei Lian (London-Finance) and Kristen Garry (Washington, DC-Tax); and associates David Shennan, Ankita Sethia (both London-Finance), Saif Alaqili (London-Capital Markets) and Eric Grosshandler (New York-Tax). Secondee Teresa Mendez Florez also assisted on the transaction.