ETB announces the commencement of a tender offer for up to Ps.400,000,000,000 in aggregate principal amount of its outstanding 7.00% Senior Notes due 2023
Empresa de Telecomunicaciones de Bogotá S.A. E.S.P. ("ETB" or the "Company") announced today its offer to purchase for cash up to Ps. 400,000,000,000 in aggregate principal amount (the "Maximum Tender Amount") of its outstanding 7.00% Senior Notes due 2023 (CUSIP No.: 29245Y AB5 (144A) / P3711Z AB5 (REG S) / ISIN No.: US29245YAB56 (144A) / USP3711ZAB50 (REG S)) (the "Notes"), from beneficial owners thereof (each, a "Holder" and collectively, the "Holders"), at the price set forth below, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 1, 2019 (as it may be amended or supplemented from time to time, the "Offer to Purchase") (the "Offer"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer to Purchase.
The Offer is not being conducted in a manner eligible for the tender offer procedures of the Depository Trust Company ("DTC"). To participate in the Offer, Holders of DTC Notes must either hold such Notes through a direct participant in Euroclear or Clearstream or arrange for the transfer of its Notes so that they are held through such a direct participant. There is no letter of transmittal in connection with this Offer. You will NOT be able to submit tenders through DTC.
D.F. King & Co., Inc. is acting as the tender agent (in such capacity, the "Tender Agent") and as the information agent (in such capacity, the "Information Agent") for the Offer. Itau BBA USA Securities, Inc. is acting as Dealer Manager for the Offer (the "Dealer Manager").
ETB's obligation to purchase Notes in the Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer to Purchase. The Offer is not conditioned upon the tender of any minimum principal amount of Notes.
The Offer will expire at 5:00 p.m., New York City time, on December 2, 2019 (the "Expiration Date"). Holders of Notes must validly tender and not validly withdraw their Notes on or prior to 5:00 p.m., New York City time, on November 15, 2019, unless extended by the Company in its sole discretion (such date and time, as the same may be extended, the "Early Tender Date") to be eligible to receive the early tender consideration of Ps.975 per Ps.1,000 principal amount of Notes tendered (the "Early Tender Consideration"). Holders who validly tender their Notes after the Early Tender Date and on or prior to the Expiration Date will be eligible to receive an amount equal to the expiration consideration of Ps.945 per Ps.1,000 principal amount of Notes tendered (the "Expiration Consideration" and, together with the Early Tender Consideration, the "Consideration"). The applicable Consideration will be payable in U.S. dollars and converted at the representative market rate (tasa representativa del mercado) for the purchase of U.S. dollars with Colombian pesos as calculated and published by the Superintendence of Finance of Colombia (Superintendencia Financiera de Colombia) at the end of the Business Day prior to the Early Tender Date or the Expiration Date, as the case may be. In addition, Holders whose Notes are accepted for purchase will also be paid accrued and unpaid interest from, and including, the last interest payment date up to, but not including, the applicable Settlement Date (as defined below) ("Accrued Interest"). In the event of a termination of the Offer with respect to the Notes, neither the applicable Consideration nor any Accrued Interest will be paid or become payable to Holders and all Notes tendered pursuant to the Offer will be promptly returned to the tendering Holders.
(1) The amount to be paid for each Ps.1,000 principal amount of Notes validly tendered and accepted for purchase, excluding Accrued Interest.
For the Notes validly tendered (including causing such Notes to be held in book-entry form through the facilities of Euroclear or Clearstream, if not already held through such facilities) on or prior to the Early Tender Date (and not subsequently validly withdrawn) and accepted by the Company for purchase pursuant to the Offer, subject to the Maximum Tender Amount and proration, ETB will have the option for settlement to occur promptly after the Early Tender Date, subject to all conditions to the Offer having been satisfied or, where possible waived by us (the "Early Settlement Date"). The Company expects the Early Settlement Date to be on November 21, 2019, if it occurs, which is the fourth Business Day following the Early Tender Date, unless the Early Tender Date is extended by the Company in its sole discretion. If no Early Settlement Date occurs, then settlement for all Notes that are validly tendered at any time prior to the Expiration Date and that are accepted for purchase will be made on the Final Settlement Date (as defined below).
For the Notes validly tendered (including causing such Notes to be held in book-entry form through the facilities of Euroclear or Clearstream, if not already held through such facilities) after the Early Tender Date and on or prior to the Expiration Date, and accepted by the Company for purchase pursuant to the Offer, subject to the Maximum Tender Amount and proration, settlement will occur promptly after the Expiration Date, subject to all conditions to the Offer having been satisfied or, where possible waived by us upon satisfaction (the "Final Settlement Date" and, together with the Early Settlement Date, the "Settlement Date"). The Company expects the Final Settlement Date to be on December 6, 2019, which is the fourth Business Day following the Expiration Date, unless the Expiration Date is extended by the Company in its sole discretion.
Holders should take note of the following dates in connection with the Offer:
All of the Notes shall represent beneficial interests held in book-entry form through the facilities of Euroclear or Clearstream to be tendered in the Offer. All Holders whose Notes are not already held through the facilities of Euroclear or Clearstream shall cause their Notes to be held in book-entry form through the facilities of Euroclear or Clearstream prior to the Expiration Date to be able to participate in the Offer. Such Holders are advised to check with any bank, securities broker or other intermediary (each, a "Nominee") through which they hold Notes in the facilities of the DTC as to when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to cause its Notes to be held in book-entry form through the facilities of Euroclear or Clearstream prior to the Expiration Date and be to participate in, or withdraw its instruction to participate in, an Offer before the deadlines specified in the Offer to Purchase.
You are advised further to check with the Nominee through which you hold your Notes as to the deadlines by which such Nominee would require receipt of instructions from you to participate in the Offer in accordance with the terms and conditions of the Offer as described in the Offer to Purchase in order to meet the deadlines set out above. The deadlines set by Euroclear, Clearstream or any such intermediary for the submission of tenders of Notes may be earlier than the relevant deadlines specified in the Offer to Purchase. You may only submit tenders through Euroclear or Clearstream. You will NOT be able to submit tenders through DTC.
Notes may be tendered and accepted for purchase only in principal amounts equal to Ps. 20 million and integral multiples of Ps.2 million in excess thereof. No alternative, conditional or contingent tenders will be accepted. All references in the Offer to Purchase to (i) "Ps." are to Colombian pesos and (ii) "U.S.$" are to U.S. dollars.
If the conditions to the Offer are not satisfied or if the company chooses to delay, extend, terminate or modify the terms of the Offer, it will notify the Tender and Information Agent in writing and make a public announcement as promptly as practicable. In the case of a termination, all Notes tendered pursuant to the terminated Offer and not accepted for purchase will be returned promptly to the tendering Holders.
The minimum period during which the Offer will remain open following material changes in the terms of the Offer or in the information concerning the Offer will depend upon the facts and circumstances of such change, including the materiality of the changes. If any of the terms of the Offer are amended in a manner determined by the Company to constitute a material change adversely affecting any Holder, the Company will (i) promptly disclose any such amendment in a manner reasonably calculated to inform Holders of such amendment, (ii) extend the Offer for a period that the Company deems appropriate, subject to applicable law, depending upon the significance of the amendment and the manner of disclosure to Holders, if the Offer would otherwise expire during such period, and (iii) extend withdrawal rights for a period that the Company deems appropriate to allow tendering Holders a reasonable opportunity to respond to such amendment.
Without limiting the manner in which any public announcement may be made in relation to the Offer, ETB shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release through a widely disseminated news or wire service disclosing the basic terms of the Offer.
Any Notes that are tendered may be withdrawn at any time prior to 5:00 p.m., New York City Time, on November 15, 2019 (such time and date, as it may be extended, the "Withdrawal Date").
THE OFFER TO PURCHASE SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE WITH RESPECT TO THE OFFER.
NEITHER THE OFFER TO PURCHASE NOR ANY OTHER DOCUMENTS RELATING TO THE OFFER HAVE BEEN FILED WITH OR REVIEWED BY ANY FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF OTHER DOCUMENT RELATING TO THE OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
In the event that the Offer with respect to the Notes is withdrawn or otherwise not completed, the applicable Consideration will not be paid or become payable to Holders who have validly tendered their Notes in connection with the Offer. In any such event, Notes previously tendered pursuant to the Offer will be promptly returned to the tendering Holder.
Subject to applicable laws and the terms set forth in the Offer, ETB reserves the right, with respect to the Notes, (i) to waive or modify in whole or in part any and all conditions to the Offer, (ii) to extend the Withdrawal Date, Early Tender Date, Expiration Date, Early Settlement Date or Final Settlement Date, (iii) to modify or terminate the Offer or (iv) to otherwise amend the Offer in any respect.
NONE OF ETB, ITS BOARD OF DIRECTORS, THE INDENTURE TRUSTEE, THE INFORMATION AGENT, THE TENDER AGENT, ANY DEALER MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER, OR REFRAIN FROM TENDERING AS TO ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF THEIR NOTES PURSUANT TO THE OFFER, NOR SHOULD THE OFFER TO PURCHASE BE CONSTRUED AS INVESTMENT, ACCOUNTING, LEGAL OR TAX ADVICE BY SUCH PARTIES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, ATTORNEYS OR EMPLOYEES. HOLDERS MUST MAKE THEIR OWN DECISIONS AND SHOULD CONSULT THEIR OWN ATTORNEYS, ACCOUNTANTS AND OTHER ADVISORS WITH REGARD TO TENDERING NOTES.
The Offer to Purchase does not constitute an offer to purchase the Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or "blue sky" laws. If ETB becomes aware of any jurisdiction in which the making of the Offer would not be in compliance with applicable laws, ETB will make a good faith effort to comply with any such laws. If, after such good faith effort, ETB cannot comply with any such laws, the Offer will not be made to (nor will tenders of Notes be accepted from or on behalf of) the owners of Notes residing in such jurisdiction. Neither the delivery of the Offer to Purchase nor any purchase hereunder shall under any circumstances create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that there has been no change in the information set forth herein or in any attachments hereto or in ETB's affairs since the date hereof. The Dealer Manager may be tendering Notes in connection with the Offer.
The Offer to Purchase does not constitute an offer to sell any securities or the solicitation of an offer to buy any securities (other than the Notes). Any offering of securities will only be made by an offering document and any such offering may not be registered with the United States Securities and Exchange Commission.
The Tender and Information Agent for the Offer is:
D.F. King & Co., Inc.
E-mail: [email protected]
Any questions or requests for assistance or additional copies of this Offer to Purchase may be directed to the Tender and Information Agent at its telephone number or address set forth above. Any questions related to the terms of the Offer may be directed to the Dealer Manager.
You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.
The Dealer Manager for the Offer is:
ITAU BBA USA Securities, Inc.
540 Madison Avenue, 24th Floor
New York, NY, 10022
Attention: Chief Compliance Officer
Toll free: (888) 770-4828
Collect: (212) 710-6749
The Offer to Purchase shall be available online at www.dfking.com/etb until the consummation or termination of the Offer.
This press release contains forward-looking statements and information that are necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the final terms of any such transactions. ETB assumes no obligation to update or correct the information contained in this press release.