VEON · VEON Ltd.

VEON Ltd. (Nasdaq: VEON) filed a Form 6-K on May 18, 2026, announcing a strategic capital management initiative. The company's subsidiary, VEON MidCo B.V., has initiated investor meetings for a potential dual-tranche unsecured USD medium-term notes offering, comprising a 5-year non-call 2 tranche and a 7-year non-call 3 tranche. Concurrently, VEON launched a tender offer to purchase up to $750 million in aggregate purchase price of its outstanding 3.375% Senior Notes due 2027 (ISINs: XS2824764521 and XS2824766146), which have an outstanding principal of approximately $1.014 billion. The net proceeds from the new notes are intended to fund the tender offer, with any remainder used for additional debt reduction and general corporate purposes. The tender offer is subject to a New Financing Condition, requiring successful issuance of the new notes on terms acceptable to VEON. The early tender deadline is June 1, 2026, with a purchase price of $987.50 per $1,000 principal, while the final expiration is June 16, 2026, with a purchase price of $957.50. Holders tendering early may also receive priority allocation in the new notes. This refinancing extends VEON's average debt maturity and optimizes its capital structure, reflecting proactive liability management. The filing also includes Q1 2026 financial results, showing revenue of $1,201 million (up 17.0% YoY), operating profit of $306 million, and Adjusted EBITDA of $517 million (up 17.7% YoY), driven by pricing monetization and digital expansion across key markets like Pakistan and Ukraine. The company's strong operational performance supports its deleveraging strategy.