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IG TENDER: Prosus Tender for All 4.85% Sr Notes due 2027 & 3.257% Sr Notes due 2027 Final Results

IGC US Market: Deal Flow - TendersIGC European Market: Deal Flow - Tenders

PROSUS N.V. ANNOUNCES RESULTS OF CASH TENDER OFFERS FOR ITS 4.850% NOTES DUE 2027 AND 3.257% NOTES DUE 2027


AMSTERDAM, July 15, 2026 /PRNewswire/ -- Prosus N.V. (the "Company"), a public company with limited liability (naamloze vennootschap)under the laws of the Netherlands, with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, announced today the results of its previously announced cash tender offers (the "Offers") for its outstanding 4.850% Notes due 2027 (the "Any and All Notes") and its outstanding 3.257% Senior Notes due 2027 (the "Capped Tender Offer Notes").


The Offers were made upon and are subject to the terms and conditions set forth in the Offer to Purchase dated July 6, 2026 (the "Offer to Purchase"). Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase.


The Offers expired at 5:00 p.m. (New York City time) on July 14, 2026 (the "Expiration Date").


Title of
Security

CUSIP/ISIN

Maturity
Date

Principal Amount
Outstanding(1)

Principal
Amount
Tendered(2)

Principal
Amount
Accepted

Total
Consideration(3)

4.850% Notes due 2027 (the "Any and All Notes")

62856R AD7 / US62856RAD70

N5946F AD9/ USN5946FAD98

July 6, 2027

U.S.$614,146,000

U.S.$157,029,000

U.S.$157,029,000

U.S.$1,002.31

3.257% Senior Notes due 2027 (the "Capped Tender Offer Notes")

74365P AG3 / US74365PAG37

N7163R AW3/ USN7163RAW36

January 19, 2027

U.S.$1,000,000,000

U.S.$462,045,000

U.S.$462,045,000

U.S.$994.50


__________________________

Notes:


1. As of the commencement date of the Offers.

2. Notes validly tendered on or before the Expiration Date.

3. Per U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Offers.


The Company was advised by the Information and Tender Agent that as of the Expiration Date, the aggregate principal amount of each of the Any and All Notes and the Capped Tender Offer Notes specified in the table above was validly tendered and not validly withdrawn. The table above provides the aggregate principal amount of each of the Any and All Notes and the Capped Tender Offer Notes that the Company has accepted in the Offers on the terms and subject to the conditions set forth in the Offer to Purchase. No Scaling Factor has been applied in the Capped Tender Offer.


Payment of the applicable Total Consideration for all Notes validly tendered and accepted for purchase by the Company pursuant to the Offers will be made on July 16, 2026 (the "Settlement Date"). In addition to the Total Consideration as set forth in the table above, all Holders whose Notes are validly tendered and accepted for purchase will also receive accrued and unpaid interest on such Notes from, and including, the applicable last interest payment date up to, but not including, the Settlement Date, payable on the Settlement Date.


All Notes accepted for purchase in the Offers will be cancelled and retired, and will no longer remain outstanding obligations of the Company.


The Company has elected to exercise its optional redemption right in respect of any outstanding Any and All Notes following settlement of the Any and All Tender Offer, in accordance with the terms and conditions of the Any and All Notes, and issued a notice of redemption on July 9, 2026. Accordingly, Holders of Any and All Notes who did not tender their notes in the Any and All Tender Offer will have their notes redeemed on August 10, 2026 at the applicable make-whole redemption price calculated in accordance with the terms and conditions of the Any and All Notes, which may be higher or lower than the Total Consideration for the Any and All Notes. Nothing in this announcement constitutes a redemption notice.


FURTHER INFORMATION

The Offer to Purchase sets out the full terms of the Offers. The Offer to Purchase and any other relevant notice and documents with respect to the Offers are available at https://clients.dfkingltd.com/prosus, operated by the Information and Tender Agent for the purpose of the Offers, and from the Information and Tender Agent at the telephone number or e-mail address set out below. Holders may also contact the Dealer Managers at the telephone numbers or addresses set out below for information concerning the Offers. Holders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offers.

DEALER MANAGERS



Goldman Sachs & Co. LLC

BNP Paribas Securities Corp.

787 Seventh Avenue

New York, NY 10119

United States of America

Attention: Liability Management Group

Telephone:

In the United States:

+1 (888) 210-4358 (toll-free)

+1 (212) 841-3059 (collect)

In Europe:

+33 1 55 77 78 94

Email: liability.management@bnpparibas.com

BofA Securities Europe SA

51 rue La Boétie

75008 Paris

France

Attention: Liability Management Group

Telephone:

In the United States:

+1 (888) 292-0070 (toll-free)

+1 (980) 387-3907 (collect)

 In Europe:

 +33 1 877 01057

Email: DG.LM-EMEA@bofa.com

200 West Street

New York, NY 10282-2198

United States of America

Attention: Liability Management Group

Telephone:

In the United States:

+1 (800) 828-3182 (toll-free)

+1 (212) 357-1452 (collect)

In Europe:

+44 207 774 4836

Email:

liabilitymanagement.eu@gs.com

THE INFORMATION AND TENDER AGENT

D.F. King

In New York:

28 Liberty Street, 53rd Floor

New York, NY 10005, USA

Banks and brokers call:

(646) 677-2521

All others call toll free:

(800) 967-5051

E-mail: prosus@dfkingltd.com

In London:

51 Lime Street, London

EC3M 7DQ, United Kingdom

Banks and brokers call:

+44 20 7920 9700

Offer Website: https://clients.dfkingltd.com/prosus