Transtelco Holding, Inc. Announces Cash Tender Offer For Any And All Outstanding 8% Senior Secured Notes Due 2024 Of Maxcom Telecomunicaciones, S.A.B. de C.V. And Solicitation Of Consents To The Related Indenture
Holders of Notes tendered after the Early Tender Date will not be eligible to receive the related Early Tender Premium.
EL PASO, Texas, Sept. 23, 2021 /PRNewswire/ -- Transtelco Holding, Inc. ("Transtelco") today announced that, in connection with the proposed Acquisition described below, it has commenced a 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 terms and conditions of the Offer and Consent Solicitation are described in the Offer to Purchase for Cash and Solicitation of Consents to the Related Indenture, dated September 23, 2021 (the "Offer to Purchase").
The following table summarizes the pricing terms of the Offer and Consent Solicitation:
|
Payment per $1,000 Principal Amount of Notes |
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|
Title of |
CUSIP |
Aggregate Principal |
Tender Offer |
Early Tender |
Total |
|
8% Senior |
57773A |
US$56,858,270 |
US$465.00 |
US$50.00 |
US$515.00 |
|
(1) |
No representation is made as to the correctness or accuracy of the CUSIP number, it is provided for convenience only. |
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|
(2) |
As of the date of the Offer to Purchase. |
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|
(3) |
Per $1,000 principal amount of the Notes tendered at or prior to the Expiration Date and accepted for purchase. Holders of Notes tendered and accepted (and not validly withdrawn) will be deemed (subject to payment of the Tender Offer Consideration or the Total Consideration (as applicable) in respect of such Notes) to have waived any other amounts owed under or in respect of such Notes, including in respect of accrued and unpaid interest on such Notes. |
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|
(4) |
The Total Consideration includes the Early Tender Premium for Notes tendered (and not validly withdrawn) at or prior to the Early Tender Date. |
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The Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on October 21, 2021, unless extended or earlier terminated (the "Expiration Date"). The consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on October 6, 2021, unless extended (the "Early Tender Date"), and accepted for purchase pursuant to the Offers will be the applicable Total Consideration set forth in the table above, which includes the Early Tender Premium. The consideration for each $1,000 principal amount of Notes validly tendered after the Early Tender Date and at or prior to the Expiration Date and accepted for purchase pursuant to the Offer will be the Tender Offer Consideration set forth in the table above, which consists of the Total Consideration less the Early Tender Premium set forth in the table above. Holders of Notes tendered after the Early Tender Date will not be eligible to receive the related Early Tender Premium. No additional consideration is payable for a consent in the Consent Solicitation but the Tender Offer 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.
If Transtelco receives validly delivered (and not validly revoked) consents from holders of a majority in aggregate principal amount of the outstanding Notes, as permitted by the Indenture, subject to completion of the Acquisition, the Issuer, the guarantors and the trustee will execute the Supplemental Indenture promptly following the receipt of the requisite consents. The Supplemental Indenture will become effective upon execution by the Issuer and the trustee but will provide that the Proposed Amendments will become operative only upon Transtelco's purchase, pursuant to the Offer and Consent Solicitation, of at least 90% in aggregate outstanding principal amount of Notes. The Proposed Amendments would, among other things, eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in the Indenture.
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, meaning that their Notes will be governed by the Indenture as amended by the Supplemental Indenture
The purpose of the Offer is to purchase any and all of the Notes in connection with the Acquisition (as defined below), a principal objective of which is to help the Issuer avoid a potential insolvency proceeding (Concurso Mercantil) governed by the Mexican Concursos Law (Ley de Concursos Mercantiles) in Mexico or a potential U.S. bankruptcy proceeding. The Acquisition is subject to the completion of the Offer and Consent Solicitation, among other conditions. Transtelco understands that Maxcom does not have the means to repay the amounts that will become due and payable under the Notes. Transtelco understands that Maxcom is currently not likely to find a material source of financing to fund the interest and principal payments on the Notes, including the interest payment that was due and not paid on April 26, 2021. Transtelco believes that the completion of the Acquisition and the Offer is critical to resolving the Maxcom's liquidity crisis and ensuring its continued viability. Transtelco also believes that the Offer would benefit both the holders of the Notes and Maxcom by helping Maxcom to avoid contentious litigation that could cause business disruptions or eliminate the overall value of its business. Additionally, Transtelco has no intention to make any scheduled payments of interest or principal on the Notes not purchased in the Offer.
Transtelco has entered into a Support Agreement dated as of September 23, 2021 with certain beneficial holders of Notes representing approximately 56% of the total amount of Notes outstanding (the "Consenting Noteholders"), whereby the Consenting Noteholders agreed to tender their Notes in the Offer subject to the terms and conditions set forth in the Offer to Purchase.
The Offer and the Consent Solicitation is being made in connection with, and is 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 October 26, 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.
In addition, upon successful completion of the Acquisition, which Transtelco acknowledges will result in a change of control requiring a mandatory redemption under the indenture governing the Issuer's junior payment-in-kind notes (the "Junior PIK Notes"), Transtelco acknowledges an equity value implied by the Acquisition of US$30.4 million and that the aggregate amount payable to holders of the Junior PIK Notes as a result of such mandatory redemption would be approximately US$7.6 million based on such implied equity value (subject to currency exchange rate fluctuations). Transtelco has agreed to fund the mandatory redemption obligation with respect to the Junior PIK Notes simultaneously with the settlement of the Offer.
The Offer and Consent Solicitation is also subject to the successful completion by Transtelco of one or more borrowings under credit facilities, on terms and conditions acceptable to Transtelco in its sole discretion, that, together with available cash, is sufficient to fund the purchase of all Notes tendered pursuant to the Offer, as well as other customary conditions specified in the Offer to Purchase. Subject to all conditions to the Offer having been either satisfied or waived by Transtelco, the settlement for all Notes accepted for purchase in the Offer will occur on a date promptly following the Expiration Date, which is expected to be October 21, 2021. No tenders will be valid if submitted after the Expiration Date.
Notes tendered and consents delivered may be withdrawn or revoked at any time prior to 11:59 p.m., New York City time, on October 21, 2021. Holders of Notes who validly tender their Notes will be deemed to have validly delivered the related consents. Holders of Notes may not tender Notes without delivering the related consents.
In addition, the Offer is subject to, and conditioned upon, the satisfaction of waiver of the condition that at least 90% in aggregate outstanding principal amount of the Notes (including any Notes which are owned by Transtelco or its affiliates) be validly tendered and not validly withdrawn on or prior to the Expiration Date. Transtelco reserves the absolute right, subject to applicable law, to: (i) waive any or all conditions to the Offer (ii) extend, terminate or withdraw the Offer; or (iii) otherwise amend the Offer in any respect. Transtelco intends to use a portion of the net proceeds from one or more borrowings under its credit facilities, on terms and conditions acceptable to Transtelco in its sole discretion,to fund the aggregate consideration for all Notes validly tendered (and not validly withdrawn) pursuant to the Offer and accepted for purchase, and to pay all fees and expenses incurred in connection with the Offer and Consent Solicitation.
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. Copies of the Offer to Purchase may be obtained by contacting D.F. King & Co., Inc. at (866) 796-7184 (toll-free) for noteholders or (212) 269-5550 for banks and brokers or email: [email protected].
None of Transtelco, the Issuer, the dealer manager, the tender agent and the information agent or the trustee for the Notes makes any recommendation as to whether holders of the Notes should tender or refrain from tendering the Notes.
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.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or to buy or sell any other securities, or a solicitation of any vote or approval. The Offer and Consent Solicitation is made only through the Offer to Purchase. The Offer and Consent Solicitation is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky and other laws of such jurisdiction. In any jurisdiction in which the Offer and Consent Solicitation is required to be made by a licensed broker or dealer, the Offer and Consent Solicitation will be deemed to be made on behalf of Transtelco by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
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.
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