The Notes will be offered in minimum denominations of EUR100,000 and integral multiples of EUR1,000 in excess thereof.
“The offering was approved by an extraordinary general meeting of shareholders of Digi Romania, dated 23 September 2025. Digi Romania has made an application for the Notes to be admitted to the official list of the Euronext Dublin and trading on its regulated market, which is a regulated market for the purposes of European Union Directive 2014/65/EU. Barclays Bank Ireland PLC and Citigroup Global Markets Europe AG will act as Joint Global Coordinators and Joint Physical Bookrunners in relation to the Offering. ING Bank N.V., Banco Santander S.A., Société Générale and Unicredit Bank GmbH will act as Joint Bookrunners,” the report reads.
This strategic financial operation is aimed at bolstering the company’s financial structure and involves a conditional full redemption of all outstanding EUR400 million 3.25% senior secured notes due 2028.
The gross proceeds from the new Notes offering will be primarily used for this refinancing. Specifically, they will cover the redemption of the entire principal amount of the 2028 Notes, partially prepay Facility A under a senior facilities agreement dated April 21, 2023, and serve for general corporate purposes, including the payment of transaction costs.
The redemption of the 2028 Notes is conditional upon the successful completion of the new financing transaction. The redemption date is presently expected to be October 30 2025, subject to possible postponement.
The new Notes, which will be Digi Romania’s senior secured obligations, will be offered in minimum denominations of €100,000. The obligations will be secured by first-ranking security interests over a significant portion of Digi Romania’s present and future movable assets, including bank accounts, trade receivables, and intellectual property rights, as well as all shares of Digi Spain held by Digi Romania.
Furthermore, the security package includes certain assets of Digi Communications, notably all shares it holds in Digi Romania. The Notes are being offered to “qualified institutional buyers” and non-U.S. investors outside the US.