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Rating Action:

Moody's assigns (P)Ba3 rating to VimpelCom's proposed Eurobond; stable outlook

06 Feb 2013

London, 06 February 2013 -- Moody's Investors Service has today assigned a provisional rating of (P)Ba3, with a loss given default (LGD) assessment of LGD4/50%, to the proposed issuance of up to $2 billion worth of notes by VimpelCom Holdings B.V., a Dutch wholly owned subsidiary of VimpelCom Ltd (VimpelCom; Ba3 stable). The outlook assigned to the rating is stable.

VimpelCom OJSC, a wholly owned subsidiary of VimpelCom Holdings B.V. operating in Russia, will guarantee the notes, subject to further conditions of the issuance. VimpelCom Holdings B.V., a holding company consolidating operating subsidiaries of VimpelCom group operating in Russia, Ukraine and the Commonwealth of Independent states (CIS), will use the proceeds from the notes placement to refinance part of its subsidiaries' debt maturing in 2013.

RATINGS RATIONALE

"The (P)Ba3 rating assigned to the proposed notes is equivalent to VimpelCom's corporate family rating, reflecting our assumption that the notes will rank pari passu with the other unsecured and unsubordinated financial debt of VimpelCom group, guaranteed by VimpelCom OJSC," says Artem Frolov, a Moody's Assistant Vice President - Analyst and lead analyst for VimpelCom.

The notes' documentation contains VimpelCom Holdings B.V.'s option to terminate the guarantee under certain circumstances, in particular, if the notes' rating is upgraded to investment grade by any of the defined rating agencies, or debt at the level of VimpelCom Holdings B.V.'s subsidiaries is reduced below 25% of its consolidated total assets. In the latter case, if the notes' rating is downgraded within 60 days as a result of the guarantee termination, a put option, guaranteed by VimpelCom OJSC, may be exercised by noteholders (subject to terms and conditions of the notes). Given that the potential termination of the guarantee could affect the relative ranking of the notes compared with other debt instruments in the issuer's consolidated debt portfolio, the notes' rating positioning relative to VimpelCom's corporate family rating (CFR) may change over time, if the CFR approaches an investment-grade level, or if the guarantee is terminated under other circumstances.

The Ba3 CFR continues to reflect Moody's view that, notwithstanding geographic diversification and its significantly larger scale following the acquisition of Wind Telecom S.p.A. in April 2011, VimpelCom remains reliant upon its Russian and Ukrainian subsidiaries consolidated under VimpelCom Holdings B.V. (VimpelCom OJSC and Kyivstar, respectively), which continue to determine its financial flexibility. Therefore, Moody's primarily bases its assessment of VimpelCom's business and financial profile on its Russian and Ukrainian operations.

Moody's does not consider that the highly leveraged nature of Wind Telecom's business in Italy (Wind) directly affects VimpelCom's ability to service its debt obligations at this time, as Wind Italy is fully ring-fenced from VimpelCom, to which Wind's creditors have no recourse. At the same time, VimpelCom does not receive any cash distributions from Wind.

Moody's assumes that VimpelCom does not intend to provide financial assistance to Wind at least until July 2013, when the voluntary prepayment of part of Wind's expensive debt becomes possible.

Should VimpelCom decide to provide financial support to Wind, Moody's would need to reassess to what extent Wind's profile would then negatively affect that of VimpelCom. On the other hand, if limitations on cash flow movements within the group structure were removed, a reassessment of VimpelCom's profile would be warranted. Specifically, this reassessment would take into account the consolidated group's improved scale of operations, geographical and industrial diversification, and the new mix of mature and emerging market assets in its portfolio.

The stable outlook on the ratings reflects Moody's expectation that there will be no demands on VimpelCom OJSC's cash flows on behalf of the larger group beyond the currently envisaged levels, and that the company will maintain its market position.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive pressure would be exerted on VimpelCom's ratings if the company were to deleverage to below 2.0x debt/EBITDA on a sustainable basis, while maintaining its competitive position in the core Russian market.

Any of the following developments could exert downward pressure on the ratings: (1) large bolt-on debt-financed acquisitions; (2) aggressive financial policies and an increase in leverage to above 3.0x debt/EBITDA on a sustained basis; (3) a material deterioration in VimpelCom's financial, business and liquidity profile; and (4) unfavourable economic conditions leading to liquidity concerns.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was the Global Telecommunications Industry published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Domiciled in Bermuda, VimpelCom is a holding company for VimpelCom OJSC, Kyivstar, Wind Telecomunicazioni S.p.A. (B1 negative), and Orascom Telecom Holding S.A.E., with leading or strong positions in Russia, Ukraine, Kazakhstan, Italy, Algeria, Pakistan, and operations in countries in the CIS, Africa, South-East Asia and North America. In the last 12 months to 30 September 2012, VimpelCom generated revenue of $23.0 billion and EBITDA of $9.4 billion (as adjusted by Moody's). VimpelCom Holdings B.V., which consolidates Russian VimpelCom OJSC and Ukrainian Kyivstar, the major cash-contributing subsidiaries of VimpelCom, generated revenue of $12.2 billion and EBITDA of $5.8 billion (as adjusted by Moody's) for the same period.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this rating action, and whose ratings may change as a result of this rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

Artem Frolov
Asst Vice President - Analyst
Corporate Finance Group
Moody's Investors Service Limited, Russian Branch
7th floor, Four Winds Plaza
21 1st Tverskaya-Yamskaya St.
Moscow 125047
Russia
Telephone: +7 495 228 6060
Facsimile: +7 495 228 6091

David Staples
MD - Corporate Finance
Corporate Finance Group
Telephone: 00971 4237 9536

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Moody's assigns (P)Ba3 rating to VimpelCom's proposed Eurobond; stable outlook
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