Transtel Intermedia Announces Extension Of Private Offer To Exchange And Solicitation Of Consents To 3

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2nd February 2009, 04:46pm - Views: 1140

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Transtel Intermedia Announces Extension of Private Offer to Exchange and Solicitation of Consents to

February 6, 2009

CALI, /PRNewswire-AsiaNet/ --

    Transtel Intermedia S.A. (the "Company") today announced that it has extended the expiration 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 $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 the indenture governing the Existing Notes,  the security documents related to the

Existing Notes, certain other documentation related to 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 now scheduled to expire at 5:00 p.m., New York City time, on February 6, 2009, unless

extended by the Company in its sole discretion.  

    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amount of the Existing Notes being validly tendered and not withdrawn, which condition may be waived by the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.  As of 5:00 p.m., New York City time, on January 30, 2009, the Company was

advised by HSBC Bank USA, National Association, the exchange agent, that an aggregate principal amount of

US$44.5 million of the Existing Notes had been validly tendered. 

    Any questions on the Exchange Offer and Consent Solicitation may be addressed to Morgan Stanley & Co.

Incorporated, the dealer manager and solicitation agent for the Exchange Offer and Consent Solicitation, 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    The information contained herein is not for publication or distribution into the United States.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 an offering memorandum 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.

SOURCE:  Transtel Intermedia S.A.

   CONTACT:  Guillermo O. Lopez

             Chief Executive Officer

             Transtel Intermedia S.A.


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