Transtel Intermedia Announces Extension of Private Offer to Exchange and
Solicitation of Consents to May 12, 2009 and issues Supplemental Offering
Memorandum
CALI, Apr. 29 /PRNewswire-AsiaNet/ --
Transtel Intermedia S.A. (the "Company") today announced that it has extended
the expiration of and supplemented the terms of its (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 either $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 $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, and (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, (E) certain other documentation relating to the Existing Notes
(the "Consent Solicitation"), and (F) waive certain events of default related 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 the Supplement to
the Offering Memorandum and Consent Solicitation Statement dated April 29, 2009
(the "Supplement").
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and not withdrawn, which condition may be waived by the Company in its sole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 now scheduled to
expire 10 business days from the date hereof, at 5:00 p.m., New York City time,
on May 12, 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 (together with, solely to the extent that
ongoing debt restructuring negotiations are successfully concluded as
contemplated in the Supplement by the date of the indenture governing the New
Notes and contemplate such issuance of warrants, the holder of the DIAN Notes (as
defined in the Supplement)), 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.
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) 761-8051.
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.
SOURCE Transtel Intermedia S.A.
CONTACT: Guillermo O. Lopez, Chief Executive Officer, +57-2-680-8801
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