CALI, Colombia, Dec. 23 /PRNewswire-Asia/ -- Transtel Intermedia S.A. (the “Company”) today announced that it has launched a (i) private offer to exchange, for each $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 $100,000 principal amount of its unissued Senior Secured Amortizing Step-up Notes due 2016 (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, and (b) make certain amendments to documentation relating to the indenture governing the Existing Notes and the warrant agreement governing the Company’s warrants issued on May 17, 2006 (the “Consent Solicitation”).
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conditioned upon at least 95% of the outstanding aggregate amount of the Existing Notes being validly tendered and not withdrawn, which condition may be waived by the Company in its sole discretion.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 expires 20 business days after this date of launch, at 5:00 p.m., New York City time, on January 22, 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 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 will act as the dealer manager and solicitation agent for the Exchange Offer and Consent Solicitation. D.F. King & Co. will act as information agent and HSBC Bank USA, National Association will act as exchange agent for the Exchange Offer and Consent Solicitation.
Eligible recipients can obtain copies of the Exchange Offer and Consent Solicitation documents by calling D.F. King at +1 (888) 567-1626. Banks and brokers may call collect at +1 (212) 269-5550.
Any questions on the Exchange Offer and Consent Solicitation may be addressed to Morgan Stanley by calling U.S. toll free at (800) 624-1808 or calling collect at +1 (212) 761-1864.
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 September 30, 2008, the Company provided telephone, internet and pay-television services to 286,413 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.
