Orange Switzerland has asked its bondholders to waive their change-of-control rights following Xavier Niel’s SFr2.8bn (US$2.9bn) agreement to acquire the mobile operator from Apax Partners announced on 18 December.
Niel, who founded French challenger…
Orange Switzerland has asked its bondholders to waive their change-of-control rights following Xavier Niel’s SFr2.8bn (US$2.9bn) agreement to acquire the mobile operator from Apax Partners announced on 18 December.
Niel, who founded French challenger Iliad (Free), is buying the Swiss telco through NJJ Capital, his private holding company.
NJJ has mandated Credit Suisse and Societe Generale to lead the consent solicitation launched by Orange Switzerland. JP Morgan and Natixis are also working on the transaction.
The covenants of the outstanding SFr1.7bn (US$1.7bn) high-yield notes give bondholders a put option to sell those back to the issuer if there is a change of control at the company.
NJJ would prefer to keep the debt on Orange Switzerland’s books and will likely pay a consent payment to the bondholders, as is customary in such transactions.
The consent solicitation offer expires on 14 January. Orange Switzerland will have to refinance any notes for which the rights have not been waived in the process.
Niel’s acquisition is subject to regulatory approval and is expected to close in Q1 2015.
Orange Switzerland was bought by Apax from French incumbent Orange in 2012 for €1.6bn, beating off competition from a number of other interested parties including Niel.
Commenting on his latest acquisition last month, Niel said he and his team had been watching the operator’s progress very closely since Apax acquired it and was impressed with how it had been modernised.
Orange had 20% of the Swiss mobile market as of June last year, just behind Sunrise with 21%, but well short of incumbent Swisscom’s 59% share.
NJJ was advised by Lazard and BNP Paribas on the deal. Its lawyers were Niederer Kraft & Frey, Shearman & Sterling, and MNKS. KPMG provided accounting advice.
Credit Suisse acted as Apax’s M&A adviser. Its legal team was made up of Simpson Thacher & Bartlett and Bar & Karrer. PwC served as Apax’s accountant.
