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Veolia Environnement Launches Cash Tender Offer to Purchase Certain of its Dollar-Denominated Notes due 2038

PARIS, Nov. 26, 2019 /PRNewswire/ -- Veolia Environnement S.A. (the "Company") today announced the commencement of an offer to purchase for cash (the "Tender Offer") up to $100,000,000 aggregate principal amount (the "Maximum Tender Amount") (subject to possible increase or decrease at the Company's discretion) of its 6.750% Notes due 2038 (the "2038 Notes"). The 2038 Notes have an aggregate principal amount outstanding of $400,000,000.

The purpose of the Tender Offer is to repurchase a portion of the aggregate $400,000,0000 outstanding principal amount of 2038 Notes and thereby reduce the Company's outstanding indebtedness and interest expense.  The Tender Offer is being made concurrently with the closing of the previously announced sale of the Company's district energy assets in the United States through its subsidiary, Veolia Energy North America Holdings, Inc.

The price paid in the Tender Offer will be determined based on the yield to maturity, corresponding to the bid-side price of the U.S. Treasury reference security ("Reference Security") specified in the table below plus a fixed spread as set forth in the table below ("Fixed Spread"), all as more fully described in the Offer to Purchase dated November 26, 2019 (the "Offer to Purchase," as it may be amended or supplemented from time to time). The Offer to Purchase sets forth in further detail the terms and conditions of the Tender Offer.

2038 Notes validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on December 10, 2019, unless extended by us in our sole and absolute discretion (the "Early Participation Date") and accepted for purchase will be eligible to receive the total consideration (the "Total Consideration"), which will include an early tender premium equal to $50 per $1,000 principal amount of 2038 Notes (the "Early Tender Premium"). 2038 Notes tendered after the Early Participation Date and on or prior to the expiration date, which will be 5:00 p.m., New York City time, on January 3, 2020, unless extended or earlier terminated (the "Expiration Date"), and accepted for purchase will be eligible to receive only the tender offer consideration ("Tender Offer Consideration"), which is equal to the Total Consideration minus the Early Tender Premium.

The Total Consideration payable for the 2038 Notes will be a price per $1,000 principal amount of the 2038 Notes calculated in accordance with the terms set forth in the Offer to Purchase, reflecting, as of the final settlement date (the "Final Settlement Date") (or, in the case of 2038 Notes accepted for purchase that were validly tendered and not validly withdrawn on or prior to the Early Participation Date, if we elect to have an early settlement date (the "Early Settlement Date" and each of the Early Settlement Date and Final Settlement Date, a "Settlement Date"), the Early Settlement Date) , a yield to the maturity date of the 2038 Notes equal to the sum of (i) the yield to maturity, corresponding to the bid-side price of the Reference Security and (ii) the Fixed Spread, excluding accrued and unpaid interest on such 2038 Notes from the last interest payment date, but not including, the applicable Settlement Date (in respect of any applicable Settlement Date, "Accrued Interest").

Title of
Security


Issuer


CUSIP / ISIN


Maturity

Date


Principal
Amount
Outstanding


Early
Tender
Premium(1)
(per $1,000)


U.S.
Treasury
Reference
Security


Bloomberg
Reference
Page(2)


Fixed
Spread
(basis
points
)


Hypothetical
Total
Consideration(3)

6.750% Notes
due 2038


Veolia
Environnement
S.A.


92334N AC7 /
US92334NAC74


June 1, 2038


$400,000,000


$50


UST 2.25%
due August
15, 2049


FIT1


130


$1,438.13

________

(1)

The Total Consideration payable for each $1,000 principal amount of  2038 Notes validly tendered and not validly withdrawn on or prior to the Early Participation Date and accepted for purchase by us includes the Early Tender Premium. In addition, holders whose 2038 Notes are accepted will also receive Accrued Interest on such 2038 Notes.

(2)

The applicable page on Bloomberg from which the Dealer Managers will quote the bid side price of the U.S. Treasury Security.

(3)

Per $1,000 principal amount of 2038 Notes and shows a hypothetical Total Consideration based on the Reference Yield (as defined below) as of 10:00 a.m., New York City time on November 25, 2019 assuming that we elect to purchase the 2038 Notes validly tendered and not validly withdrawn on or prior to the Early Participation Date and assuming the hypothetical Total Consideration therefore is paid, on December 12, 2019.

Tendered 2038 Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on December 10, 2019 (the "Withdrawal Date"), but may not be withdrawn thereafter. Holders of 2038 Notes who tender them after the Withdrawal Date, but on or prior to the Expiration Date, may not withdraw their tendered 2038 Notes. Notes validly tendered and not validly withdrawn pursuant to the Tender Offer and accepted for purchase by Veolia will be accepted for purchase subject to the Maximum Tender Amount, priority of acceptance, proration, if any, and the other terms and conditions of the Tender Offer as described in the Offer to Purchase.

In addition, 2038 Notes validly tendered and not validly withdrawn at or prior to the Early Participation Date will have priority in acceptance over 2038 Notes validly tendered and not validly withdrawn after the Early Participation Date.

The Total Consideration and the Tender Offer Consideration will be payable in cash. In addition, the Company will also pay accrued and unpaid interest from, and including, the last interest payment date for the 2038 Notes to, but not including, the  Early Settlement Date or the Final Settlement Date, as the case may be.

The Company reserves the right, but is under no obligation, at any point in time following the Early Participation Date and on or prior to the Expiration Date, subject to all conditions to the Tender Offer having been satisfied or waived by the Company, to accept for purchase, subject to the Maximum Tender Amount and proration, if any, on the Early Settlement Date any 2038 Notes validly tendered (and not subsequently validly withdrawn) on or prior to the Early Participation Date, as described in the Offer to Purchase. The Early Settlement Date will be determined at the Company's option, subject to all conditions to the Tender Offer having been satisfied or waived by the Company. If the Company elects to have an Early Settlement Date, it will purchase any 2038 Notes validly tendered (and not subsequently validly withdrawn) on or prior to the Early Participation Date on such date, subject to the Maximum Tender Amount and proration, if any.

The Company's obligation to accept for purchase, and to pay the Total Consideration or the Tender Offer Consideration (as the case may be) for 2038 Notes validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction or, where applicable, the Company's waiver, of a number of conditions described in the Offer to Purchase. The Company expressly reserves the right, in its sole discretion, subject to applicable law, to terminate the Tender Offer at any time prior to the Expiration Date. The Tender Offer is not contingent upon the tender of any minimum principal amount of 2038 Notes.

The Final Settlement Date for the Tender Offer will occur promptly after the Expiration Date. The Company currently anticipates that the Final Settlement Date for the Tender Offer will be January 7, 2020.

The Company has retained Citigroup Global Markets Limited and MUFG Securities Americas Inc. to serve as the dealer managers for the Tender Offer (the "Dealer Managers"). Global Bondholder Services Corporation has been retained to serve as the information agent and depositary.

For additional information regarding the terms of the Tender Offer, please contact Citigroup Global Markets Limited at +1 (800) 558-3745 (toll free in the United States), or +44 20 7986 8969, or MUFG Securities Americas Inc. at +1 (877) 744-4532 (toll free in the United States) or +44 20 7577 4048/4218. 

Requests for documents and questions regarding the tender of 2038 Notes may be directed to Global Bondholder Services Corporation at +1 (866) 470-4200 (toll free in the United States).

The Offer to Purchase is expected to be distributed to holders of 2038 Notes beginning today. Copies of the Offer to Purchase may also be obtained at no charge from Global Bondholder Services Corporation.

None of the Company, the Dealer Managers or the information agent makes any recommendation as to whether any holder of the 2038 Notes should tender or refrain from tendering all or any portion of the principal amount of the 2038 Notes.

This press release is neither an offer to purchase nor a solicitation to tender any of these 2038 Notes nor is it a solicitation for acceptance of the Tender Offer. The Company is making the Tender Offer only by, and pursuant to the terms of, the Offer to Purchase. The Tender Offer is not being made to (nor will tenders of 2038 Notes be accepted from or on behalf of) holders of 2038 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. This announcement must be read in conjunction with the Offer to Purchase.

United Kingdom. This communication and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France. The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Offer to Purchase nor any other document or material relating to the Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), acting for their own account, with the exception of individuals, within the meaning ascribed to them in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, and applicable regulations thereunder, are eligible to participate in the Tender Offer. The Offer to Purchase has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Italy. None of the Tender Offer, the Offer to Purchase or any other document or materials relating to the Tender Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Tender Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial owners of the 2038 Notes that are located in Italy can tender 2038 Notes for purchase in the Tender Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the 2038 Notes and/or the Tender Offer.

Belgium. Neither the Offer to Purchase nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services et marchés financiers) and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither the Offer to Purchase nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of June 16 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, the Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

Important Disclaimer

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the words "assume," "believe," "could," "estimate," "anticipate," "expect," "intend," "may," "will," "plan," "continue," "ongoing," "potential," "predict," "project," "risk," "target," "seek," "should" or "would" and similar expressions or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth and strategies, our reserves and the industry in which we operate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results.

Veolia group is the global leader in optimized resource management. With over 171,000 employees worldwide, the Group designs and provides water, waste and energy management solutions which contribute to the sustainable development of communities and industries. Through its three complementary business activities, Veolia helps to develop access to resources, preserve available resources, and to replenish them.

In 2018, the Veolia group supplied 95 million people with drinking water and 63 million people with wastewater service, produced nearly 56 million megawatt hours of energy and converted 49 million metric tons of waste into new materials and energy. Veolia Environnement (listed on Paris Euronext: VIE) recorded consolidated revenue of €25.91 billion in 2018 (USD 30.6 billion). www.veolia.com

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SOURCE Veolia Environnement S.A.