Transtel Intermedia Issues Third Supplemental Offering Memorandum And Consent Solicitation Statement

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14th May 2009, 08:57pm - Views: 774





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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tendered and not withdrawn, which condition may be waived by the Company in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.

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    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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