Globe Telecom Launches Tender Offer for All Outstanding 13.5% Senior Notes Originally Due 2006 Issued by Bayan Telecommunications, Inc.
MANILA, Philippines, Nov. 7, 2012 /PRNewswire/ -- Globe Telecom, Inc. ("Globe") announced that it has launched a tender offer to purchase for cash any and all of the 13.5% Senior Notes originally due 2006 (the "Notes") issued by Bayan Telecommunications, Inc. (the "Issuer"). The tender offer is being made subject to the terms and conditions set forth in an offer to purchase (the "Offer to Purchase") and a related letter of transmittal (the "Letter of Transmittal"), each dated as of November 5, 2012, which set forth the complete terms and conditions of the tender offer.
The tender offer will expire at 11:59 p.m., New York City time, on December 18, 2012 (such date and time, the "Original Expiration Date"), subject, at Globe's option, to extension or earlier termination (the Original Expiration Date, as it may be extended, the "Expiration Date"). In order to be eligible to receive the Total Consideration, as defined below, holders of the Notes must validly tender (and not validly withdraw) their Notes on or prior to 5:00 p.m., New York City time, on November 19, 2012, subject to extension at Globe's option (such date and time, as it may be extended, the "Early Tender Date"). Tendered Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on November 19, 2012, subject to extension at Globe's option (such date and time, as it may be extended, the "Withdrawal Date"), but not thereafter.
The original aggregate outstanding principal amount of the Notes is US$200.0 million. However, Globe understands that the aggregate remaining principal amount of the Notes as recognized under the Issuer's rehabilitation plan is US$184,478,129.26, or approximately US$922.391 per US$1,000 original principal amount of Notes. Globe refers to this amount in its tender offer as the "Remaining Principal Amount" of Notes. The consideration that Globe will offer in the tender offer is based on the Remaining Principal Amount of Notes and not on the original principal amount of such Notes.
The consideration that Globe will pay in the tender offer will also depend on the Acceptance Level (as defined in the Offer to Purchase) of the tender offer by holders of Notes, taken together with the acceptance level of holders of certain other debt of the Issuer (the "Loans") and debt of a subsidiary of the Issuer, Radio Communications of the Philippines, Inc. (the "RCPI Debt" and together with the Loans, the "Other Debt"), that Globe is offering to purchase in a concurrent offer.
Subject to the terms and conditions set forth in the Offer to Purchase, Globe is offering to pay to each holder who validly tenders (and does not validly withdraw) all of its Notes on or prior to the Early Tender Date, for each US$1,000 Remaining Principal Amount of Notes tendered (and not validly withdrawn) and accepted for purchase in the tender offer an amount in cash (the "Total Consideration") equal to (a) US$280.00, if the Acceptance Level is less than 75%, (b) US$290.00, if the Acceptance Level is equal to or greater than 75% but is less than 80%, (c) US$300.00, if the Acceptance Level is equal to or greater than 80% but is less than 85% and (d) US$310.00, if the Acceptance Level is equal to or greater than 85%. Holders who validly tender their Notes after the Early Tender Date and on or prior to the Expiration Date will be entitled to receive only the applicable Tender Offer Consideration if such Notes are accepted for purchase. The "Tender Offer Consideration" is an amount in cash equal to the Total Consideration for the applicable Acceptance Level minus US$2.50 for each US$1,000 Remaining Principal Amount of Notes.
Globe's obligation to accept any Notes for purchase is subject to, among other conditions, (i) the "Minimum Tender Condition," which requires that at least 70% of the aggregate Remaining Principal Amount of Notes be validly tendered (and not validly withdrawn) in the tender offer, and (ii) the "Other Debt Offers Condition," which requires that at least 70% of the aggregate Remaining Principal Amount of the Loans be validly tendered in the concurrent offer and at least 70% of the aggregate Remaining Principal Amount of the RCPI Debt be validly tendered in the concurrent offer.
The "Settlement Date" will be promptly after the Expiration Date. Payment of the Total Consideration or Tender Offer Consideration, as applicable, will be made on the Settlement Date. If the Original Expiration Date is extended, Globe intends to accept for purchase and pay for all Notes validly tendered (and not validly withdrawn) on or prior to the Original Expiration Date, subject to the satisfaction or waiver of the conditions to the tender offer, on a date (the "Initial Settlement Date") promptly after the Original Expiration Date. Globe currently anticipates that the Initial Settlement Date will occur on or about December 21, 2012.
If, after the Original Expiration Date, additional Notes or Other Debt are validly tendered into the tender offer or concurrent offer such that the Tender Offer Consideration is increased, we will pay each holder whose Notes were purchased on the Initial Settlement Date, and who has provided accurate payment instructions in a completed Letter of Transmittal, an additional amount per US$1,000 Remaining Principal Amount of Notes purchased equal to the difference between the Tender Offer Consideration paid on the Initial Settlement Date and the Tender Offer Consideration paid on the Settlement Date. Such payment will be made on or promptly after the Settlement Date and will be made directly by Globe and not through DTC or DTC's normal tender procedures.
Globe will not pay any accrued interest to holders whose Notes are accepted in the tender offer.
Certain holders of the Notes and Other Debt (the "Lock-Up Creditors") have entered into lock-up agreements with Globe pursuant to which the Lock-Up Creditors have agreed to tender all of their Notes on or prior to the Early Tender Date and to tender all of their Other Debt in the concurrent offer. Based on the representations of the Lock-up Creditors, Globe estimates that the Lock-up Creditors hold, in the aggregate, approximately 45.4% of the Notes and 79.1% of the Other Debt.
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 is only being made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. The tender offer is not being made to holders of Notes in any jurisdiction where such an offer would be unlawful. For a complete statement of the terms and conditions of the tender offer, holders of the Notes should refer to the Offer to Purchase, which is being sent to all holders of record of the Notes.
Globe has retained Citigroup Global Markets Inc. to serve as dealer manager (the "Dealer Manager") for the tender offer. Questions concerning the terms of the tender offer should be directed to the Dealer Manager at +1 (800) 558-3745 (U.S. toll-free) or +1 (212) 723-6108 (collect).
Holders of Notes may obtain copies of the Offer to Purchase and the related Letter of Transmittal from the tender agent, Citibank N.A., London Branch (the "Tender Agent"), at +44 (0) 20 7508 3867.
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 should tender their Notes, and no one has been authorized to make such a recommendation.
About Globe Telecom
Globe Telecom, Inc. is a corporation incorporated in the Philippines. Globe has over 5,000 employees, and operates mobile, fixed-line and broadband networks in the Philippines. Globe and its affiliates have over 30 million mobile subscribers, over 1.4 million broadband customers, and over 600,000 landline subscribers. Globe is listed on the Philippines Stock Exchange under the ticker GLO and had a market capitalization of 149.96 billion Philippine Pesos at the end of 2011. The principal shareholders of Globe are the Ayala Corporation and Singapore Telecom.
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 to Purchase might not occur in the way we expect, or at all. Holders of Notes 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 to Purchase as well as other factors beyond our control. The information and statements in this press release and the Offer to Purchase are 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.
SOURCE Globe Telecom