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Rating Action:

Moody's assigns (P) Ba2 rating to VimpelCom's proposed new notes; ratings on review for possible downgrade (Russia)

24 Jan 2011

Madrid, January 24, 2011 -- Moody's Investors Service has today assigned a provisional (P) Ba2 rating to the loan participation notes of VIP Finance Ireland Limited, an orphan SPV, created for the sole purpose of issuing notes and on-lending proceeds to open joint-stock company Vimpel-Communications OJSC (VimpelCom). The rating is on review for possible downgrade, in line with all other ratings of VimpelCom, which have been on review for possible downgrade since 5 October 2010. The amount and maturity of the notes are subject to the prevailing market conditions during placement. In the absence of a guarantee from the beneficiary of the proceeds of the notes, credit recourse is provided by the underlying loan agreement with VimpelCom. The loan evidencing the on-lending of the proceeds from the new notes will rank pari passu with all the existing senior unsecured obligations of VimpelCom. This rating assumes that any future debt issuance by VimpelCom or Vimpelcom Ltd (owner of VimpelCom) will be undertaken on a senior unsecured basis and will rank pari passu. Any future senior unsecured debt instruments to be issued are expected to be rated at the same rating level as existing rated debt .

Net proceeds from the new notes offering will be used primarily to re-finance VimpelCom's existing debt and for other corporate purposes, which may include (i) funding a portion of the cash consideration to be paid in connection with VimpelCom Ltd.'s acquisition of Weather Investments (recently renamed Wind Telecom, hereinafter Wind), or (ii) following the closing of the acquisition of Wind, refinancing by direct or indirect intercompany loan a portion of the indebtedness associated with Wind´s indirect subsidiary Orascom Telecom Holding S.A.E. and related parties. The distribution of all or a portion of the net proceeds of the loan to VimpelCom Ltd. or one of its wholly owned subsidiaries and any subsequent refinancing as well as its terms depends upon the closing of the acquisition of Wind, which is subject to the satisfaction of certain conditions precedent.

Moody's issues provisional ratings in advance of the final sale of securities and these ratings reflect the rating agency's preliminary credit opinion regarding the transaction only. Upon a conclusive review of the final documentation, Moody's will endeavour to assign a definitive rating to the notes. A definitive rating may differ from a provisional rating.

RATINGS RATIONALE

"Today's rating action is embedded in the ongoing rating review process that was initiated in response to the announcement of the intention of a merger between VimpelCom Ltd. and Wind (not rated) to create the world's sixth-largest mobile telecoms company in terms of number of subscribers," says Carlos Winzer, a Moody's Senior Vice President and lead analyst for VimpelCom. "However, there is currently uncertainty as to whether the merger will go ahead, given that one of the main shareholders (Telenor -- rated A3, stable -- which currently holds a 36% voting interest and 39.6% economic interest in VimpelCom Ltd) opposes the deal on the grounds of conflicting interest and disagreements on the asset valuation," adds Mr Winzer.

On 17 January 2011, VimpelCom called a shareholders meeting for 17 March 2011 to consider whether to issue VimpelCom Ltd common shares and convertible preferred shares to the shareholders of Wind. Telenor's three nominees on the VimpelCom board voted against the approval of the acquisition because they do not believe it makes strategic or financial sense for VimpelCom and will harm the company's shareholders. The other six members of the VimpelCom board, including all three independent directors and the three Altimo -- nominated directors, voted to approve the transaction.

Under the terms of the revised transaction approved by the VimpelCom Ltd supervisory board, VimpelCom Ltd would own 51.7% of Orascom Telecom and 100% of Wind Telecomunicazioni S.p.A. (Wind Italy) in exchange for a cash consideration of USD1.5 billion and a 20% economic interest and a 30.6% voting interest in the enlarged VimpelCom group. VimpelCom Ltd would finance this with VimpelCom's existing cash and new debt. A number of assets will be demerged after the transaction has closed. These include (i) Wind's 35% stake in ECMS (Egypt); (ii) its 75% stake in Koryolink (North Korea); (iii) some of Orascom Telecom's sub-sea cable and internet portal assets, including the Libero internet portal; (iv) Wind International Services; and (v) one of Wind Italy's sub-sea cable operations.

The companies expect the transaction to be completed during the first half of 2011, and the demerger of Orascom Telecom and Wind Italy assets at or shortly after the closing date of the combination between VimpelCom and Wind.

VimpelCom's ratings remain on review as the rating agency continues to focus on (i) the extent to which the numerous benefits of the deal for the company will offset the potentially higher business risk associated with some of Wind's assets; and (ii) the financial implications for VimpelCom of the funding and future cash flow needs within the group structure. The merger will be positive for VimpelCom in that it will (i) enhance the scale and scope of the company's combined operations; (ii) give the company a broader international footprint; and (iii) enable it to achieve potential synergies and de-leveraging. Moreover, Moody's also notes that the transaction is priced at relatively moderate multiple compared with recent industry deals.

Moody's previous rating action on VimpelCom was implemented on 5 October 2010, when the rating agency placed the ratings of Vimpelcom on review for possible downgrade.

The principal methodology used in this rating was the Global Telecommunications Industry published in December 2010.

Headquartered in Moscow, Russia, VimpelCom OJSC is a leading Russian telecommunications operator, providing voice and data services through a range of wireless, fixed and broadband technologies. VimpelCom is the third-largest mobile operator in Russia, a leading operator in Kazakhstan and has a presence in Ukraine, Uzbekistan, Tajikistan, Armenia, Kyrgyzstan and Georgia. In 2009, the company launched operations in Vietnam and Cambodia. Following the acquisition of the leading Russian altnet, Golden Telecom, in early 2008, VimpelCom became one of Russia's largest integrated nationwide telecommunications providers. In 2009, VimpelCom OJSC generated approximately USD8.7 billion in revenues and USD4.3 billion in reported EBITDA.

REGULATORY DISCLOSURES

Information sources used to prepare the credit rating are the following: parties involved in the ratings and confidential and proprietary Moody's Investors Service information.

Moody's Investors Service considers the quality of information available on the issuer or obligation satisfactory for the purposes of assigning a credit rating.

The rating has been disclosed to the rated entity or its designated agents and issued with no amendment resulting from that disclosure.

Moody's Investors Service may have provided Ancillary or Other Permissible Service(s) to the rated entity or its related third parties within the three years preceding the Credit Rating Action. Please see the ratings disclosure page www.moodys.com/disclosures on our website for further information.

Moody's adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Please see ratings tab on the issuer/entity page on Moodys.com for the last rating action and the rating history.

The date on which some Credit Ratings were first released goes back to a time before Moody's Investors Service's Credit Ratings were fully digitized and accurate data may not be available. Consequently, Moody's Investors Service provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see the Credit Policy page on Moodys.com for the methodologies used in determining ratings, further information on the meaning of each rating category and the definition of default and recovery.

Madrid
Carlos Winzer
Senior Vice President
Corporate Finance Group
Moody's Investors Service Espana, S.A.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

London
Paloma San Valentin
MD - Corporate Finance
Corporate Finance Group
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Moody's Investors Service Espana, S.A.
Barbara de Braganza, 2
Madrid 28004
Spain
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Moody's assigns (P) Ba2 rating to VimpelCom's proposed new notes; ratings on review for possible downgrade (Russia)
No Related Data.
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