Transtel Intermedia Issues Third Supplemental Offering Memorandum and Consent
Solicitation Statement
CALI, May 14 /PRNewswire-AsiaNet/ --
Transtel Intermedia S.A. (the "Company") today announced that it has
amended 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,
(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tendered and not withdrawn, which condition may be waived by the Company in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.
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 +1 (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, Transtel Intermedia
S.A., +57-2-680-8801
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