Globe Announces Further Preliminary Results for its Tender Offers for All Outstanding 13.5% Senior Notes Originally Due 2006 Issued by Bayan Telecommunications, Inc. and for All Outstanding Loans Made to Bayan Telecommunications, Inc. and Radio Communications of the Philippines, Inc.
MANILA, Philippines, Dec. 7, 2012 /PRNewswire/ -- Globe Telecom, Inc. ("Globe") announced today further preliminary results of its previously announced tender offers. These tender offers are: (i) for the 13.5% Senior Notes originally due 2006 (the "Notes") issued by Bayan Telecommunications, Inc. ("Bayantel"), its tender offer to purchase for cash any and all of the Notes (the "tender offer for the Notes"); and (ii) for the outstanding loans made to Bayantel (the "BTI Loans") and to Radio Communications of the Philippines, Inc. (the "RCPI Loans" and together with the BTI Loans, the "Loans"), in each case that were and are subject to the Rehabilitation Plan of Bayantel and Radio Communications of the Philippines, Inc. ("RCPI"), its tender offer to purchase for cash any and all of the outstanding Loans (the "tender offer for the Loans," and together with the tender offer for the Notes, the "tender offers").
As of December 6, 2012, Notes representing approximately 91.66% of the aggregate Remaining Principal Amount of Notes had been tendered and not withdrawn in the tender offer for the Notes, approximately 98.21% of the aggregate Remaining Principal Amount of BTI Loans had been tendered and not withdrawn in the tender offer for the Loans, and approximately 85.07% of the aggregate Remaining Principal Amount of RCPI Loans had been tendered and not withdrawn in the tender offer for the Loans. The overall "Acceptance Level," as such term is defined in the offer documents (as defined below), is 94.10%. All such tenders remain subject to validation by Globe.
The Chief Financial Officer of Globe, Mr. Alberto de Larrazabal, stated: "Globe is very pleased with the preliminary results of its tender offers for the restructured debt of Bayantel and RCPI. Creditors of Bayantel and RCPI have demonstrated overwhelming support for Globe's tender offers."
As Globe has previously announced: (i) the Total Consideration for the tender offers, as such term is defined in the offer documents, has been fixed at the highest level contemplated under the previous terms of the tender offers (US$310.00 per US$1,000 Remaining Principal Amount of Notes or Remaining Principal Amount of Loans, as the case may be, validly tendered (and not validly withdrawn) and accepted for purchase in the applicable tender offer, or in the case of PHP-denominated Loans, PHP 310.00 per PHP 1,000 of Remaining Principal Amount of BTI Loans and Remaining Principal Amount of RCPI Loans, as the case may be, validly tendered (and not validly withdrawn) and accepted for purchase in the tender offer for the Loans); (ii) in the tender offer for the Notes, Globe is now offering to pay, to each holder of Notes who validly tenders all of its Notes after the Extended Early Tender Date and on or prior to the Expiration Date (as such terms are defined in the offer documents for the Notes), for each US$1,000 Remaining Principal Amount of Notes of such holder validly tendered (and not validly withdrawn) and accepted for purchase in the tender offer, an amount in cash, defined as the "Tender Offer Consideration," equal to the Total Consideration of US$310, minus US$2.50 – that is, US$307.50; (iii) Globe has waived the particular condition which, under the previous terms of the tender offers, required a 70% aggregate participation level with respect to the RCPI Loans (though it now appears, subject to verification of tendered RCPI Loans, that this condition would have been met); and (iv) Globe now expects that the Settlement Date of both tender offers, as such term is defined in the offer documents, will occur not later than December 21, 2012, New York City time.
In the tender offer for the Notes, Globe has previously extended the Extended Early Tender Date to 11:59 p.m., New York City time, on December 11, 2012. The Extended Early Tender Date has not been further extended and remains 11:59 p.m., New York City time, on December 11, 2012.
In the tender offer for the Notes, the Withdrawal Date (as such term is defined in the offer documents for the Notes, as defined below) occurred at 5:00 p.m., New York City time, on November 19, 2012. The Withdrawal Date in the tender offer for the Notes has not been extended. Thus, holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on November 19, 2012, and holders who validly tender their Notes after that time, may not withdraw their tendered Notes.
In accordance with the terms of the tender offer for the Notes, holders of Notes may still tender their Notes at any time at or prior to 11:59 p.m., New York City time, on December 18, 2012 subject, at Globe's option, to extension or earlier termination.
The expiration date of the tender offer for the Loans occurred as of 11:59 p.m., New York City time, on December 4, 2012. However, Globe may exercise its right, under the terms of the offer documents for the Loans (as defined below), to accept for purchase tenders of certain Loans submitted after the expiration date of that Offer.
All other terms and conditions of the tender offer for the Notes and tender offer for the Loans, as set forth in their respective offer documents, remain unchanged.
Notice to Investors
This press release is for informational purposes only and is not an offer to buy or sell or the solicitation of an offer to sell or buy any securities. The tender offer for the Notes and the tender offer for the Loans are only being made pursuant to the terms of their respective offer documents. The tender offers are not being made in any jurisdictions where such an offer would be unlawful. For a complete statement of the terms and conditions of the tender offers, (i) holders of the Notes should refer to the offer documents for the Notes and (ii) Lenders should refer to the Offer to Purchase Loans, dated November 5, 2012, as amended on or about November 8, 2012, and related letter of transmittal (the "offer documents for the Loans").
Holders of Notes may obtain copies of the Amended and Restated Offer to Purchase dated as of November 6, 2012, the related Letter of Transmittal, and Globe's prior press releases dated November 20, 2012 and November 28, 2012, and December 4, 2012 (collectively, the "offer documents for the Notes," and together with the "offer documents for the Loans," the "offer documents") from the tender agent, Citibank N.A., London Branch (the "Tender Agent"), by telephone at: +44-(0)-20-7508-3867 or by e-mail at: email@example.com
Globe has retained Citigroup Global Markets Inc. to serve as dealer manager (the "Dealer Manager") for the tender offers. Questions concerning the terms of the tender offers should be directed to the Dealer Manager at +1-800-558-3745 (U.S. toll-free), +1-212-723-6108 (collect) and in Hong Kong at +852-2501-2961 (collect).
None of Globe, the Issuer, the Dealer Manager, the Tender Agent, the trustee under the indenture governing the Notes, or any other party is making any recommendation as to whether or not holders of the Notes or Lenders should tender their Notes or Loans, respectively, and no one has been authorized to make such a recommendation.
This press release contains forward-looking statements that are, by their nature, subject to significant risks and uncertainties. The words "anticipate," "believe," "estimate," "expect," "intend," "seek," "plan," "may," "will," "would," "could" and similar expressions, are intended to identify a number of these forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. Because of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release and the offer documents might not occur in the way we expect, or at all. Holders of Notes and Lenders should not place undue reliance on any forward-looking information. In addition, these forward-looking statements reflect current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in the forward‑looking statements as a result of a number of factors, including general economic, political and other conditions in the Philippines, and the risk factors discussed in the offer documents, as well as other factors beyond our control. The information and statements in this press release is made on the date hereof. We do not intend to update or otherwise revise any forward-looking statements whether as a result of new information, future events or otherwise, unless such information is material within the purview of applicable laws, the mandate of which is to enforce investor protection.
For more information, please contact:
Head, Corporate Communications
Globe Telecom, Inc.
Tel No. +63-2-730-2627
Fax No. +63-2-739-3075
SOURCE Globe Telecom, Inc.