Telemar Norte Leste S.A. Announces Early Results for Its Exchange Offer and Receipt of Requisite Consents in Its Consent Solicitation for Its 9.50% Senior Notes Due 2019
RIO DE JANEIRO, Sept. 23 /PRNewswire/ -- Telemar Norte Leste S.A. ("Telemar") announced today that, pursuant to its previously announced private exchange offer (the "exchange offer") for any and all of its outstanding 9.50% Senior Notes due 2019 (the "old notes") for its 5.50% Senior Notes due 2020 (the "new notes") and the related solicitation of consents (the "consent solicitation") to certain previously announced proposed amendments to the indenture governing the old notes (the "old notes indenture"), eligible holders (as defined below) of approximately U.S.$602.30 million in aggregate principal amount of old notes, representing 80.3% of the outstanding old notes, had validly tendered and not withdrawn their old notes and delivered the related consents at or prior to 5:00 p.m., New York City time, on September 22, 2010 (the "early exchange date"). Telemar also announced that it has accepted for exchange all the old notes that were validly tendered at or prior to the early exchange date.
Telemar has received the requisite consents to execute a supplemental indenture to the old notes indenture containing the proposed amendments, which, among other items, amends certain provisions, including certain restrictive covenants and events of default, under the old notes indenture to conform to the corresponding provisions in the indenture governing the new notes.
Eligible holders who validly tendered their old notes and delivered their consents (and which were not withdrawn) at or prior to the early exchange date will receive U.S.$1,295.12 in principal amount of new notes for each U.S.$1,000.00 in principal amount of such old notes, consisting of an exchange price of U.S.$1,265.12 in principal amount of new notes (the "exchange price") plus an early exchange payment of U.S.$30.00 in principal amount of new notes (the "early exchange payment"). The exchange offer is scheduled to expire at 11:59 p.m., New York City time, on October 6, 2010 (the "expiration date"). Eligible holders who validly tender their old notes after the early exchange date but at or prior to the expiration date will receive the exchange price, but will not receive the early exchange payment.
All eligible holders whose old notes are validly tendered (and not withdrawn) and accepted for exchange will also receive a cash payment equal to the accrued and unpaid interest on such old notes accepted for exchange from the last interest payment date up to but excluding the applicable settlement date, less accrued and unpaid interest on the new notes to be received by such holders from September 15, 2010 up to but excluding the applicable settlement date.
The exchange offer and consent solicitation are being solicited only from "eligible holders" of old notes who are (i) "qualified institutional buyers" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), (ii) "accredited investors" (as defined in Rule 501 of Regulation D under the Securities Act) or (iii) non-"U.S. Persons" (as defined in Regulation S under the Securities Act).
The new notes have not been and will not be registered under the Securities Act or any state securities laws, may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements, and will therefore be subject to substantial restrictions on transfer.
This press release is neither an offer to sell nor the solicitation of an offer to buy any security. This press release is also not a solicitation of any consent to the proposed amendments to the old notes indenture. The exchange offer and consent solicitation are being made solely pursuant to a confidential offering memorandum, dated September 9, 2010, and the related letter of transmittal and consent (together, the "exchange offer documents"). No recommendation is made as to whether eligible holders of old notes should tender their old notes for exchange in the exchange offer and deliver their consents in the consent solicitation.
Global Bondholder Services Corporation is acting as the information agent and the exchange agent for the exchange offer and consent solicitation. Holders can contact the information agent at (212) 430-3774 or toll-free at (866) 873-6300 to request the eligibility letter that needs to be completed to determine if such holder is eligible to receive the exchange offer documents.
Notice regarding forward-looking statements
This press release contains forward-looking statements. The words "will," "may," "should," "believes," "anticipates," "intends," "estimates," "expects," "projects," "plans," "seek" or similar expressions are intended to identify forward-looking statements. All statements in this press release (other than statements of historical fact), including statements regarding the potential terms of the exchange offer, the consent solicitation, the proposed amendments to the old notes indenture and the new notes, are forward-looking statements. The potential transactions described in this press release may not occur on the terms described, or at all. All forward-looking statements speak only as of the date on which they are made. They rely on a number of assumptions concerning future events and are subject to a number of risks and uncertainties, many of which are outside Telemar's ability to control or predict, which could cause actual results to differ materially from such statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Telemar disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Telemar Norte Leste S.A.
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