Globe Announces Further Preliminary Results for its Tender Offers
for All Outstanding 13.5% Senior Notes Originally Due 2006 Issued
by Bayan Telecommunications, Inc. and for All Outstanding Loans
Made to Bayan Telecommunications, Inc. and Radio Communications of
the Philippines, Inc.
MANILA, Philippines,
Dec. 7, 2012 /PRNewswire/ -- Globe Telecom, Inc.
("Globe") announced today further preliminary results of its
previously announced tender offers. These tender offers are:
(i) for the 13.5% Senior Notes originally due 2006 (the "Notes")
issued by Bayan Telecommunications, Inc. ("Bayantel"), its tender
offer to purchase for cash any and all of the Notes (the "tender
offer for the Notes"); and (ii) for the outstanding loans made to
Bayantel (the "BTI Loans") and to Radio Communications of
the Philippines, Inc. (the "RCPI
Loans" and together with the BTI Loans, the "Loans"), in each case
that were and are subject to the Rehabilitation Plan of Bayantel
and Radio Communications of the
Philippines, Inc. ("RCPI"), its tender offer to purchase for
cash any and all of the outstanding Loans (the "tender offer for
the Loans," and together with the tender offer for the Notes, the
"tender offers").
As of December 6, 2012, Notes
representing approximately 91.66% of the aggregate Remaining
Principal Amount of Notes had been tendered and not withdrawn in
the tender offer for the Notes, approximately 98.21% of the
aggregate Remaining Principal Amount of BTI Loans had been tendered
and not withdrawn in the tender offer for the Loans, and
approximately 85.07% of the aggregate Remaining Principal Amount of
RCPI Loans had been tendered and not withdrawn in the tender offer
for the Loans. The overall "Acceptance Level," as such term
is defined in the offer documents (as defined below), is 94.10%.
All such tenders remain subject to validation by Globe.
The Chief Financial Officer of Globe, Mr. Alberto de Larrazabal, stated: "Globe is very
pleased with the preliminary results of its tender offers for the
restructured debt of Bayantel and RCPI. Creditors of
Bayantel and RCPI have demonstrated overwhelming support for
Globe's tender offers."
As Globe has previously announced: (i) the Total Consideration
for the tender offers, as such term is defined in the offer
documents, has been fixed at the highest level contemplated under
the previous terms of the tender offers (US$310.00 per US$1,000 Remaining Principal Amount of Notes or
Remaining Principal Amount of Loans, as the case may be, validly
tendered (and not validly withdrawn) and accepted for purchase in
the applicable tender offer, or in the case of PHP-denominated
Loans, PHP 310.00 per PHP 1,000 of Remaining Principal Amount of BTI
Loans and Remaining Principal Amount of RCPI Loans, as the case may
be, validly tendered (and not validly withdrawn) and accepted for
purchase in the tender offer for the Loans); (ii) in the tender
offer for the Notes, Globe is now offering to pay, to each holder
of Notes who validly tenders all of its Notes after the Extended
Early Tender Date and on or prior to the Expiration Date (as such
terms are defined in the offer documents for the Notes), for each
US$1,000 Remaining Principal Amount
of Notes of such holder validly tendered (and not validly
withdrawn) and accepted for purchase in the tender offer, an amount
in cash, defined as the "Tender Offer Consideration," equal to the
Total Consideration of US$310,
minus US$2.50 – that is,
US$307.50; (iii) Globe has waived the
particular condition which, under the previous terms of the tender
offers, required a 70% aggregate participation level with respect
to the RCPI Loans (though it now appears, subject to verification
of tendered RCPI Loans, that this condition would have been met);
and (iv) Globe now expects that the Settlement Date of both tender
offers, as such term is defined in the offer documents, will occur
not later than December 21, 2012,
New York City time.
Other Information
In the tender offer for the Notes, Globe has previously extended
the Extended Early Tender Date to 11:59
p.m., New York City time,
on December 11, 2012. The
Extended Early Tender Date has not been further extended and
remains 11:59 p.m., New York City time, on December 11, 2012.
In the tender offer for the Notes, the Withdrawal Date (as such
term is defined in the offer documents for the Notes, as defined
below) occurred at 5:00 p.m.,
New York City time, on
November 19, 2012. The
Withdrawal Date in the tender offer for the Notes has not been
extended. Thus, holders of Notes who validly tendered and did
not validly withdraw their Notes at or prior to 5:00 p.m., New York
City time, on November 19,
2012, and holders who validly tender their Notes after that
time, may not withdraw their tendered Notes.
In accordance with the terms of the tender offer for the Notes,
holders of Notes may still tender their Notes at any time at or
prior to 11:59 p.m., New York City time, on December 18, 2012 subject, at Globe's option, to
extension or earlier termination.
The expiration date of the tender offer for the Loans occurred
as of 11:59 p.m., New York City time, on December 4, 2012. However, Globe may exercise its
right, under the terms of the offer documents for the Loans (as
defined below), to accept for purchase tenders of certain Loans
submitted after the expiration date of that Offer.
All other terms and conditions of the tender offer for the Notes
and tender offer for the Loans, as set forth in their respective
offer documents, remain unchanged.
Notice to Investors
This press release is for informational purposes only and is not
an offer to buy or sell or the solicitation of an offer to sell or
buy any securities. The tender offer for the Notes and the tender
offer for the Loans are only being made pursuant to the terms of
their respective offer documents. The tender offers are not being
made in any jurisdictions where such an offer would be unlawful.
For a complete statement of the terms and conditions of the
tender offers, (i) holders of the Notes should refer to the offer
documents for the Notes and (ii) Lenders should refer to the Offer
to Purchase Loans, dated November 5,
2012, as amended on or about November
8, 2012, and related letter of transmittal (the "offer
documents for the Loans").
Holders of Notes may obtain copies of the Amended and Restated
Offer to Purchase dated as of November 6,
2012, the related Letter of Transmittal, and Globe's prior
press releases dated November 20,
2012 and November 28, 2012,
and December 4, 2012
(collectively, the "offer documents for the Notes," and
together with the "offer documents for the Loans," the "offer
documents") from the tender agent, Citibank N.A., London Branch (the "Tender Agent"), by
telephone at: +44-(0)-20-7508-3867 or by e-mail at:
exchange.gats@citi.com
Globe has retained Citigroup Global Markets Inc. to serve as
dealer manager (the "Dealer Manager") for the tender offers.
Questions concerning the terms of the tender offers should be
directed to the Dealer Manager at +1-800-558-3745 (U.S. toll-free),
+1-212-723-6108 (collect) and in Hong
Kong at +852-2501-2961 (collect).
None of Globe, the Issuer, the Dealer Manager, the Tender Agent,
the trustee under the indenture governing the Notes, or any other
party is making any recommendation as to whether or not holders of
the Notes or Lenders should tender their Notes or Loans,
respectively, and no one has been authorized to make such a
recommendation.
Forward-Looking Statements
This press release contains forward-looking statements that are,
by their nature, subject to significant risks and
uncertainties. The words "anticipate," "believe," "estimate,"
"expect," "intend," "seek," "plan," "may," "will," "would," "could"
and similar expressions, are intended to identify a number of these
forward-looking statements. These forward-looking statements
are subject to risks, uncertainties and assumptions, some of which
are beyond our control. Because of these risks, uncertainties
and assumptions, the forward-looking events and circumstances
discussed in this press release and the offer documents might not
occur in the way we expect, or at all. Holders of Notes and
Lenders should not place undue reliance on any forward-looking
information. In addition, these forward-looking statements
reflect current views with respect to future events and are not a
guarantee of future performance. Actual results may differ
materially from information contained in the forward‑looking
statements as a result of a number of factors, including general
economic, political and other conditions in the Philippines, and the risk factors
discussed in the offer documents, as well as other factors beyond
our control. The information and statements in this press release
is made on the date hereof. We do not intend to update or
otherwise revise any forward-looking statements whether as a result
of new information, future events or otherwise, unless such
information is material within the purview of applicable laws, the
mandate of which is to enforce investor protection.
For more information, please contact:
Yoly Crisanto
Head,
Corporate Communications
Globe Telecom,
Inc.
Tel No. +63-2-730-2627
Fax No.
+63-2-739-3075
globe.corpcomm@gmail.com
SOURCE Globe Telecom, Inc.