Transtel Intermedia Issues Third Supplemental Offering Memorandum and Consent Solicitation Statement
ALI, Colombia Private Placement
Transtel Intermedia S.A. announced that it has amended the terms of its (i) private offer to exchange, for each US$100,000 of principal amount (excluding accrued but unpaid interest) of its outstanding 12% Senior Notes due 2016 (the “Existing Notes”), one of its units (the “New Units”), each New Unit consisting of either US$100,000 principal amount of its unissued Senior Secured Amortizing Step-up Dollar Notes due 2016 (the “New Dollar Notes”) or the Peso-equivalent of US$100,000 of principal amount of its unissued Senior Secured Amortizing Step-up Peso-Denominated Notes (payable in U.S. dollars) (the “New Peso Notes” and, together with the New Dollar Notes, the “New Notes”) and 100 warrants to purchase shares of its common stock (the “New Warrants”, and such private offer to exchange being the “Exchange Offer”), and (ii) solicitation of consents to (a) delist the Existing Notes from the Euro MTF, the alternative market of the Luxembourg Stock Exchange, (b) make certain amendments to documentation relating to (A) the indenture governing the Existing Notes, (B) the indenture governing the 12-1/2% Senior Secured Convertible Notes due 2008 (the “12-1/2% Secured Notes”), (C) the warrant agreement governing the warrants offered by the Company pursuant to the offer to exchange completed May 17, 2006, (D) the security documents relating to the Existing Notes and (E) certain other documentation relating to the Existing Notes (the “Consent Solicitation”), and (c) waive certain events of default relating to the Company’s 12-1/2% Secured Notes and the Existing Notes. The revised terms of the Exchange Offer and Consent Solicitation are set forth in Supplement No. 3 to the Offering Memorandum and Consent Solicitation Statement dated May 14, 2009.
The Exchange Offer and Consent Solicitation are conditioned upon at least 95% of the outstanding aggregate amount of the Existing Notes being validly tendered and not withdrawn, which condition may be waived by the Company in its sole discretion. The Exchange Offer and Consent Solicitation are scheduled to expire at 5:00 p.m., New York City time, on May 15, 2009, unless extended by the Company in its sole discretion. The Company will not receive any cash proceeds from the Exchange Offer, nor will any consent fee be payable pursuant to the Consent Solicitation.
The purpose of the Exchange Offer and Consent Solicitation is to alleviate the Company’s short term liquidity constraints and to provide the Company with greater short term financial flexibility in order to promote its growth and improve its financial position.
Each New Warrant will entitle holders, subject to certain conditions and to adjustments under certain circumstances, to purchase fully paid and non-assessable shares of the Company’s common stock at an exercise price of Colombian Ps.1.00 per share. The New Warrants will be exercisable at any time after issuance thereof and, unless earlier exercised, will expire at 5:00 p.m. New York City time on December 1, 2016. Upon exercise, the holders of the New Warrants will be entitled, in the aggregate, to purchase shares representing 7.5% of the Company’s common stock on a fully-diluted basis as of the closing of the Exchange Offer, subject to adjustments in certain circumstances.
Morgan Stanley & Co. Incorporated is acting as the dealer manager and solicitation agent for the Exchange Offer and Consent Solicitation. D.F. King & Co. is acting as information agent and HSBC Bank USA, National Association is acting as exchange agent for the Exchange Offer and Consent Solicitation.
The information contained herein is not for publication or distribution into the United States. This press release is for informational purposes only. The New Units, New Notes, New Warrants and the underlying shares of common stock have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and are only being offered to (1) in the United States, qualified institutional buyers as defined in Rule 144A under the Securities Act, in a private placement transaction in reliance upon an exemption from the registration requirements of the Securities Act and (2) outside the United States, in compliance with Regulation S under the Securities Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the New Units in the United States or in any jurisdiction where the offer or sale is not permitted. Further, the New Units, New Notes, New Warrants and the underlying shares of common stock may not be sold in the United States absent registration or an exemption from registration and any public offering of such securities in the United States will be made by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and its management, as well as its financial statements.
The Company is a privately held fixed-line telecommunications service provider operating in Colombia. As of December 31, 2008, the Company provided telephone, internet and pay-television services to 288,194 subscribers. The Company initially established its business by acquiring majority interests in underperforming telecommunications companies that were owned and operated by local municipalities. Following the acquisition of such companies, the Company designed and implemented customized plans for the upgrade and expansion of each of its acquired systems, which today comprise a fully digital, fiber-optic network capable of providing a wide array of voice, data and other media services, including broadband services.
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