Telemar Norte Leste S.A. Announces Successful Completion of Its Exchange Offer and Consent Solicitation

Oct 08, 2010, 17:53 ET from Telemar Norte Leste S.A.

RIO DE JANEIRO, Oct. 8 /PRNewswire/ -- Telemar Norte Leste S.A. ("Telemar") announced today that it has successfully completed its previously announced private exchange offer (the "exchange offer") of 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 U.S.$607,942,000 in aggregate principal amount of old notes, representing 81.06% of the outstanding old notes, had validly tendered and not withdrawn their old notes and delivered the related consents at or prior to 11:59 p.m., New York City time, on October 6, 2010 (the "expiration date").  Telemar also announced that it has accepted for exchange all the old notes that were validly tendered at or prior to the expiration date.  Telemar previously announced that it had 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, as described in the confidential offering memorandum, dated September 9, 2010 (the "offering memorandum"). Such supplemental indenture has been executed and is now effective.

The exchange offer and consent solicitation was solicited only from holders of old notes who properly completed, executed and delivered to the information agent an eligibility letter, whereby such holder represented to Telemar that it is one of the following (i) a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), (ii) an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act) or (iii) a non-"U.S. Person" (as defined in Regulation S under the Securities Act). Holders who satisfied this requirement are referred to as "eligible holders."

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 was made solely pursuant to the offering memorandum and the related letter of transmittal and consent.  

Global Bondholder Services Corporation acted as the information agent and the exchange agent for the exchange offer and consent solicitation.

SOURCE Telemar Norte Leste S.A.