02 Jun 2026
VEON Closes USD 1.4 Billion Bond Offering, Refinancing 2027 Notes Ahead of Schedule Dubai and New York, June 2, 2026 - VEON Ltd. (Nasdaq: VEON), a global digital operator ( VEON or the Company ), today announces the successful closing of a USD 1.4 billion dual-tranche senior unsecured notes offering (the Offering ) by its subsidiary VEON Midco B.V. (the Issuer ). The Offering refinances substantially all of VEON's debt maturing in 2027 ahead of schedule and reflects sustained confidence in VEON's digital operator transformation and AI1440 strategy.
The Offering, which priced on May 19, 2026, attracted strong interest from a diverse global investor base, including significant participation from leading US institutional fixed-income investors, alongside major asset managers and investment funds across Europe, the Middle East and Asia.
This transaction is VEON's largest bond offering in over a decade and is a clear endorsement of our strategy and execution. The depth and quality of the order book underscores continued access to international capital markets and confidence in VEONs financial profile, balance sheet discipline and long-term credit story, said VEON Group Chief Executive Officer Kaan Terzioglu. We have positioned VEON to execute on our next phase of growth by addressing our 2027 maturities and nearly doubling the average maturity of our debt excluding leases to over four years on a pro forma basis, based on reported Group debt as of 1Q 2026.
Transaction Summary
The Notes were issued by VEON Midco B.V. and are guaranteed by VEON Amsterdam B.V. (the Guarantor ). The Offering comprises USD 700 million 6.95% Senior Notes due June 1, 2031, non-callable for two years, and USD 700 million 7.45% Senior Notes due June 1, 2033, non-callable for three years. Both tranches priced at par and have been assigned a credit rating of BB- by Fitch and S&P. The Notes rank pari passu with the Issuers outstanding debt. The Notes were admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange on June 1, 2026. The Notes were offered pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended.
Early Tender Offer Results Support Refinancing Objective
Noteholders tendered over USD 936 million in principal amount of VEON's outstanding USD 1,013,973,000 3.375% Senior Notes due 2027 (the 2027 Notes ), exceeding the maximum participation amount and enabling VEON to accept and retire approximately USD 886 million of the outstanding 2027 Notes.
In parallel with the Offering, on May 18, 2026 the Issuer launched a cash tender offer (the Tender Offer ) inviting holders of the 2027 Notes to tender their 2027 Notes for cash, subject to the satisfaction of the New Financing Condition and the other conditions set out in the tender offer memorandum dated May 18, 2026 (the Tender Offer Memorandum ). On May 20, 2026, the Issuer announced an upsizing of the Maximum Aggregate Purchase Price to USD 875 million from USD 750 million, reflecting strong investor engagement with the transaction.
As of the Early Tender Deadline, holders had validly tendered (and not withdrawn) USD 936,022,000 in aggregate principal amount of the 2027 Notes. The Issuer has accepted USD 886,075,000 in aggregate principal amount of such validly tendered Notes, subject to scaling at a Proration Factor of 0.922911. Holders whose 2027 Notes were validly tendered prior to the Early Tender Deadline and accepted for purchase will receive the Early Tender Offer Purchase Price of USD 987.50 per USD 1,000 in principal amount, together with the Accrued Interest Amount, on the Early Settlement Date of June 4, 2026.
Since the aggregate Early Tender Offer Purchase Price of the Notes validly tendered prior to the Early Tender Deadline exceeds the Maximum Aggregate Purchase Price, the Issuer does not expect to accept any further tenders of Notes following the Early Tender Deadline.
Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum. The Notes were offered pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended.
About VEON
VEON is a digital operator that provides connectivity and digital services to over 150 million connectivity customers and more than 228 million digital users. Operating across five countries that are home to more than 6% of the worlds population, VEON is transforming lives through technology-driven services that empower individuals and drive economic growth.
AI1440 is VEONs group-wide strategy to embed artificial intelligence across its operations and consumer and enterprise offerings, augmenting human capabilities and creating economic value throughout its markets. The name reflects VEONs ambition to apply AI throughout all 1,440 minutes of the day.
VEON is listed on NASDAQ under the ticker VEON. For more information, visit: https://www.veon.com.
Contact Information
VEON media contact
pr@veon.com
Cautionary Statement
Promotion of the notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the FSMA ), and accordingly, the notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at persons who (i) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order ), (ii) are persons falling within Article 49(2)(a) to (d) ( high net worth companies, unincorporated associations, etc. ) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the iss
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