Transtelco Holding, Inc. Announces Final Tender Results Of Cash Tender Offer For Any And All Outstanding 8% Senior Secured Notes Due 2024 Of Maxcom Telecomunicaciones, S.A.B. De C.V.

EL PASO, Texas, Nov. 8, 2021 /PRNewswire/ -- Transtelco Holding, Inc. ("Transtelco") announced today the final results of Transtelco's previously announced cash tender offer to purchase any and all of the outstanding 8% Senior Secured Notes due 2024 (the "Notes") of Maxcom Telecomunicaciones, S.A.B de C.V., a sociedad anónima bursátil organized under the laws of the United Mexican States ("Maxcom" or the "Issuer") from holders of the Notes (the "Offer") and solicitation of consents from holders of the Notes (the "Consent Solicitation") to effect certain amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture"). The Offer expired at 5:00 p.m. (New York City time) on November 5, 2021 (such date and time, the "Expiration Date").

According to information received from D.F. King & Co., Inc., the tender agent and information agent for the Offer, as of the Expiration Date, an aggregate of $53,993,665 principal amount of the Notes, representing approximately 94.96% of the outstanding Notes, had been validly tendered and not withdrawn pursuant to the Offer, for which related consents have been delivered (and not validly revoked) pursuant to the Consent Solicitation. As a result, the requisite consents necessary to adopt the Proposed Amendments have been obtained, and Transtelco intends to cause the Issuer, the guarantors and the trustee to execute a supplement to the indenture governing the Notes to effect the Proposed Amendments on the Settlement Date (defined below), which will become operative upon Transtelco's purchase of the Notes in accordance with the Offer and Consent Solicitation.

As previously announced, for each $1,000 principal amount of Notes validly tendered and not withdrawn at or prior to the Expiration Date, and accepted for purchase pursuant to the Offer, holders of Notes accepted for purchase will receive $515.00 (the "Total Consideration"), which includes an early tender premium of $50.00. No additional consideration is payable for a consent in the Consent Solicitation but the Total Consideration for the Notes also constitutes consideration for the related consent. Other than the Total Consideration, holders of Notes accepted for purchase will not receive any additional payments in respect of accrued and unpaid interest on such Notes or otherwise.

Subject to the satisfaction or waiver of the conditions to the Offer set forth in the Offer to Purchase dated September 23, 2021 (the "Offer to Purchase"), including the satisfaction or waiver of the financing condition described therein, Transtelco expects to accept and pay for all Notes tendered at or prior to the Expiration Date on or about November 10, 2021 (the "Settlement Date").  

If the Offer or the Consent Solicitation is terminated or withdrawn, the existing Indenture governing the Notes will remain in effect in its present form. However, if the Proposed Amendments become operative, holders who do not tender Notes will be bound by the Proposed Amendments following the Settlement Date, meaning that their Notes will be governed by the Indenture as amended by the Supplemental Indenture.

The Offer and the Consent Solicitation were made in connection with, and were expressly conditioned upon the closing of, the acquisition of by Transtelco Acquisitions III, S. de R.L. de C.V., a Mexican limited liability company (Sociedad de Responsabilidad Limitada de Capital Variable (S. de R.L. de C.V.)), of shares representing no less than 85% of the capital stock of Maxcom pursuant to a public mandatory tender offer (Oferta Pública Forzosa de Adquicisión) (the "Equity Tender Offer") made in accordance with the applicable provisions of the Mexican Stock Exchange Act (Ley del Mercado de Valores) (such acquisition of the outstanding Maxcom shares through the Equity Tender Offer, the "Acquisition"). The Acquisition is expected to close on or about November 10, 2021, subject to satisfaction of the conditions specified in the Prospectus (Folleto Informativo) for the Equity Tender Offer. Following completion of the Acquisition, Maxcom will be an indirect subsidiary of Transtelco.

BCP Securities, LLC has been retained as dealer manager. D.F. King & Co., Inc. has been retained to serve as both the tender agent and the information agent. Persons with questions regarding the Offer and the Consent Solicitation should contact BCP Securities, LLC at (203) 629-2186. To contact D.F. King & Co., Inc., noteholders may call at (866) 796-7184 (toll-free) and banks and brokers may call at (212) 269-5550 or email: [email protected].

 Cautionary Statement Regarding Forward-Looking Information

This press release includes certain statements concerning expectations for the future that are forward-looking within the meaning of the federal securities laws, including, without limitation, information concerning the Acquisition, the Equity Tender Offer, the terms and timing of the Offer and Consent Solicitation, and the impact of completion of the Offer and Consent Solicitation. Transtelco may modify the terms or timing of the Offer and Consent Solicitation with requisite notice. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements including statements about the Offer and Consent Solicitation and statements about the Notes that remain outstanding after the Offer, and may contain the words "expect," "intend," "plan," "anticipate," "estimate," "believe," "will be," "will continue," "will likely result," and similar expressions, or future conditional verbs such as "may," "will," "should," "would," and "could." All statements other than statements of historical fact included in this press release, including statements regarding the anticipating financing for the Offer, the anticipated Acquisition and the ability to realize anticipated synergies and cost savings, the financial position, business strategy, production and growth and other plans and objectives for our future operations, are forward-looking statements. Forward-looking statements also contain known and unknown risks and uncertainties (many of which are difficult to predict and beyond management's control) that may cause Transtelco's and Maxcom's actual results in future periods to differ materially from anticipated or projected results. Any forward-looking statements in this press release are made as of the date of this press release and Transtelco undertakes no obligation to update or revise any forward-looking statements to reflect new information or events.

About Transtelco Holding, Inc.

Headquartered in El Paso, Texas, Transtelco is a leading global digital infrastructure solutions provider, which includes a state-of-the-art long-haul and metropolitan fiber network in the Southwestern U.S., Mexico and Latin America. It offers Dedicated Internet Access, Long-Haul & Metro Transport, Colocation and Telephony services to global telecom carriers and blue-chip enterprise customers. Transtelco's differentiated bi-national and bi-cultural approach allows it to consistently deliver superior results to customers and exceed expectations. Transtelco delivers services over its own infrastructure that spans over 15,000 miles from Los Angeles to Dallas and Tijuana to Mexico City through a unique network that provides route diversity, redundancy and protection. For more information, visit transtelco.net. 

SOURCE Transtelco Holding, Inc.