Shearman & Sterling represented the initial purchasers in connection with WP/AP Telecom Holdings IV B.V.’s offering of €800 million 3.750 percent senior secured notes due 2029 and WP/AP Telecom Holdings III B.V.’s offering of €550 million 5.500 percent senior notes due 2030. The offering, which was conducted pursuant to Rule 144A and Regulation S under the U.S. Securities Act, closed on December 23, 2021.

Shearman & Sterling also advised the banks in connection with the company’s €2.4 billion term loan B, revolving facility and intercreditor agreement.

The proceeds of the offering of the notes, that are being placed into escrow pending completion of the acquisition by funds advised by Apax Partners and Warburg Pincus LLC of T-Mobile Netherlands (the “Acquisition”), will be used to (a) finance the Acquisition (including the payment of the Acquisition consideration and the refinancing certain of T-Mobile Netherlands’ existing debt) and (b) pay certain costs, fees and expenses incurred in connection with the transactions, including the offering of the notes. The completion of the Acquisition is conditioned upon the receipt of certain regulatory approvals.

T-Mobile Netherlands, which operates four brands—T-Mobile, Tele2, Ben, and Simpel—is a leading European telecommunications operator.

The Shearman & Sterling team below included associates Tochie Israel-Bolarinwa (London-M&A) and Sydney Kane (Washington-Tax).

The Team