EL PASO, Texas, Oct. 22, 2021 /PRNewswire/ -- Transtelco Holding, Inc. ("Transtelco") announced today that it has extended the Early Tender Date and the Expiration Date (each as defined below) for its 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").
As previously announced, 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"). In order to facilitate and provide additional time for the completion of certain closing conditions associated with the Acquisition, Transtelco has extended the expiration date for the Equity Tender Offer to November 5, 2021 and the new closing date for the Acquisition is expected to be 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.
Because the expiration date for the Equity Tender Offer has been extended, Transtelco has also extended the Early Tender Date and the Expiration Date for the Offer and Consent Solicitation. The new Early Tender Date is 5:00 p.m., New York City time, on November 5, 2021 (the "Early Tender Date"), which is also the expiration date of the Offer (the "Expiration Date"). The consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn at or prior to the Early Tender Date, and accepted for purchase pursuant to the Offer, will be $515.00 per $1,000 principal amount of Notes (the "Total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.
In addition to extending the Early Tender Date and the Expiration Date, Transtelco also announced today the tender results of the Offer and Consent Solicitation to date. According to information received from D.F. King & Co., Inc., the tender agent and information agent for the Offer, as of 11:59 p.m., New York City time, on October 21, 2021, an aggregate of $53,948,583 principal amount of the Notes, representing approximately 94.88 % of the outstanding Notes, had been validly tendered and not withdrawn pursuant to the Offer. Because the principal amount of Notes tendered to date exceeds a majority of the outstanding Notes, the requisite consents necessary to adopt the Proposed Amendments have been obtained, and (assuming such Notes tendered are not subsequently withdrawn) 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.
The purpose of the Offer is to purchase any and all of the Notes in connection with the Acquisition, 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 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.
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.
Notes tendered and consents delivered may be withdrawn or revoked at any time prior to 11:59 p.m., New York City time, on November 5, 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.
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@example.com.
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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