Clifford Chance

Clifford Chance advises ONO on Tender Offer and €460 million High Yield Notes Offering

Clifford Chance's London and Madrid offices have just advised ONO, the second largest provider of broadband internet, pay television and fixed telephony services in Spain, on a tender offer in respect of certain existing subordinated notes and a Rule 144A/Reg. S offering of €460 million equivalent high yield notes due 2019 (comprising €295 million 11.125% Senior Notes and $225 million 10.875% Senior Notes).

The Senior Notes were issued by a financing vehicle, ONO Finance II plc, and guaranteed by members of the ONO Group. The Notes are governed by New York law and are expected to list on the MTF market of the Luxembourg Stock Exchange.

The tender offer and the Senior Notes offering follow on the success of the October 2010 offering of €700 million 8.875% Senior Secured Notes due 2018 on which Clifford Chance also advised. As a result of the tender offer and the Senior and Senior Secured Notes offerings, the ONO Group was able to refinance, in an efficient manner and on favourable terms, over €1.15 billion of existing indebtedness maturing in the short term. These transaction, completed in less than four months, have significantly improved ONO's debt maturity profile and overall financial position.

Clifford Chance advised on all aspects of the tender offer and the Senor Notes offering, providing integrated New York, Spanish and English law advice as well as specialised Spanish tax, U.S. tax, telecoms regulatory and ERISA advice. The deal team was led by John Connolly in London and Carlos Hernández-Canut in Madrid and also included Michael Dakin, George S. Georgiev and Rodrigo Uria.