Click here to close now.

Welcome!

Wireless Authors: Lori MacVittie, Carmen Gonzalez, Liz McMillan, Pat Romanski, Esmeralda Swartz

News Feed Item

Globe Telecom Launches Tender Offer for All Outstanding 13.5% Senior Notes Originally Due 2006 Issued by Bayan Telecommunications, Inc.

MANILA, Philippines, Nov. 7, 2012 /PRNewswire/ -- Globe Telecom, Inc. ("Globe") announced that it has launched a tender offer to purchase for cash any and all of the 13.5% Senior Notes originally due 2006 (the "Notes") issued by Bayan Telecommunications, Inc. (the "Issuer"). The tender offer is being made subject to the terms and conditions set forth in an offer to purchase (the "Offer to Purchase") and a related letter of transmittal (the "Letter of Transmittal"), each dated as of November 5, 2012, which set forth the complete terms and conditions of the tender offer.

The tender offer will expire at 11:59 p.m., New York City time, on December 18, 2012 (such date and time, the "Original Expiration Date"), subject, at Globe's option, to extension or earlier termination (the Original Expiration Date, as it may be extended, the "Expiration Date"). In order to be eligible to receive the Total Consideration, as defined below, holders of the Notes must validly tender (and not validly withdraw) their Notes on or prior to 5:00 p.m., New York City time, on November 19, 2012, subject to extension at Globe's option (such date and time, as it may be extended, the "Early Tender Date").  Tendered Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on November 19, 2012, subject to extension at Globe's option (such date and time, as it may be extended, the "Withdrawal Date"), but not thereafter.

The original aggregate outstanding principal amount of the Notes is US$200.0 million. However, Globe understands that the aggregate remaining principal amount of the Notes as recognized under the Issuer's rehabilitation plan is US$184,478,129.26, or approximately US$922.391 per US$1,000 original principal amount of Notes. Globe refers to this amount in its tender offer as the "Remaining Principal Amount" of Notes. The consideration that Globe will offer in the tender offer is based on the Remaining Principal Amount of Notes and not on the original principal amount of such Notes.

The consideration that Globe will pay in the tender offer will also depend on the Acceptance Level (as defined in the Offer to Purchase) of the tender offer by holders of Notes, taken together with the acceptance level of holders of certain other debt of the Issuer (the "Loans") and debt of a subsidiary of the Issuer, Radio Communications of the Philippines, Inc. (the "RCPI Debt" and together with the Loans, the "Other Debt"), that Globe is offering to purchase in a concurrent offer.

Subject to the terms and conditions set forth in the Offer to Purchase, Globe is offering to pay to each holder who validly tenders (and does not validly withdraw) all of its Notes on or prior to the Early Tender Date, for each US$1,000 Remaining Principal Amount of Notes tendered (and not validly withdrawn) and accepted for purchase in the tender offer an amount in cash (the "Total Consideration") equal to (a) US$280.00, if the Acceptance Level is less than 75%, (b) US$290.00, if the Acceptance Level is equal to or greater than 75% but is less than 80%, (c) US$300.00, if the Acceptance Level is equal to or greater than 80% but is less than 85% and (d) US$310.00, if the Acceptance Level is equal to or greater than 85%.  Holders who validly tender their Notes after the Early Tender Date and on or prior to the Expiration Date will be entitled to receive only the applicable Tender Offer Consideration if such Notes are accepted for purchase.  The "Tender Offer Consideration" is an amount in cash equal to the Total Consideration for the applicable Acceptance Level minus US$2.50 for each US$1,000 Remaining Principal Amount of Notes.

Globe's obligation to accept any Notes for purchase is subject to, among other conditions, (i) the "Minimum Tender Condition," which requires that at least 70% of the aggregate Remaining Principal Amount of Notes be validly tendered (and not validly withdrawn) in the tender offer, and (ii) the "Other Debt Offers Condition," which requires that at least 70% of the aggregate Remaining Principal Amount of the Loans be validly tendered in the concurrent offer and at least 70% of the aggregate Remaining Principal Amount of the RCPI Debt be validly tendered in the concurrent offer.

The "Settlement Date" will be promptly after the Expiration Date.  Payment of the Total Consideration or Tender Offer Consideration, as applicable, will be made on the Settlement Date.  If the Original Expiration Date is extended, Globe intends to accept for purchase and pay for all Notes validly tendered (and not validly withdrawn) on or prior to the Original Expiration Date, subject to the satisfaction or waiver of the conditions to the tender offer, on a date (the "Initial Settlement Date") promptly after the Original Expiration Date. Globe currently anticipates that the Initial Settlement Date will occur on or about December 21, 2012.

If, after the Original Expiration Date, additional Notes or Other Debt are validly tendered into the tender offer or concurrent offer such that the Tender Offer Consideration is increased, we will pay each holder whose Notes were purchased on the Initial Settlement Date, and who has provided accurate payment instructions in a completed Letter of Transmittal, an additional amount per US$1,000 Remaining Principal Amount of Notes purchased equal to the difference between the Tender Offer Consideration paid on the Initial Settlement Date and the Tender Offer Consideration paid on the Settlement Date. Such payment will be made on or promptly after the Settlement Date and will be made directly by Globe and not through DTC or DTC's normal tender procedures.

Globe will not pay any accrued interest to holders whose Notes are accepted in the tender offer.

Certain holders of the Notes and Other Debt (the "Lock-Up Creditors") have entered into lock-up agreements with Globe pursuant to which the Lock-Up Creditors have agreed to tender all of their Notes on or prior to the Early Tender Date and to tender all of their Other Debt in the concurrent offer.  Based on the representations of the Lock-up Creditors, Globe estimates that the Lock-up Creditors hold, in the aggregate, approximately 45.4% of the Notes and 79.1% of the Other Debt.

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 is only being made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. The tender offer is not being made to holders of Notes in any jurisdiction where such an offer would be unlawful. For a complete statement of the terms and conditions of the tender offer, holders of the Notes should refer to the Offer to Purchase, which is being sent to all holders of record of the Notes.

Globe has retained Citigroup Global Markets Inc. to serve as dealer manager (the "Dealer Manager") for the tender offer.  Questions concerning the terms of the tender offer should be directed to the Dealer Manager at +1 (800) 558-3745 (U.S. toll-free) or +1 (212) 723-6108 (collect).

Holders of Notes may obtain copies of the Offer to Purchase and the related Letter of Transmittal from the tender agent, Citibank N.A., London Branch (the "Tender Agent"), at +44 (0) 20 7508 3867.

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 should tender their Notes, and no one has been authorized to make such a recommendation.

About Globe Telecom

Globe Telecom, Inc. is a corporation incorporated in the Philippines.  Globe has over 5,000 employees, and operates mobile, fixed-line and broadband networks in the Philippines.  Globe and its affiliates have over 30 million mobile subscribers, over 1.4 million broadband customers, and over 600,000 landline subscribers.  Globe is listed on the Philippines Stock Exchange under the ticker GLO and had a market capitalization of 149.96 billion Philippine Pesos at the end of 2011.  The principal shareholders of Globe are the Ayala Corporation and Singapore Telecom.

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 to Purchase might not occur in the way we expect, or at all.  Holders of Notes 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 to Purchase as well as other factors beyond our control. The information and statements in this press release and the Offer to Purchase are 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.

www.globe.com.ph/press-room

SOURCE Globe Telecom

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

@ThingsExpo Stories
GENBAND has announced that SageNet is leveraging the Nuvia platform to deliver Unified Communications as a Service (UCaaS) to its large base of retail and enterprise customers. Nuvia’s cloud-based solution provides SageNet’s customers with a full suite of business communications and collaboration tools. Two large national SageNet retail customers have recently signed up to deploy the Nuvia platform and the company will continue to sell the service to new and existing customers. Nuvia’s capabilities include HD voice, video, multimedia messaging, mobility, conferencing, Web collaboration, deskt...
SYS-CON Media announced today that @WebRTCSummit Blog, the largest WebRTC resource in the world, has been launched. @WebRTCSummit Blog offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. @WebRTCSummit Blog can be bookmarked ▸ Here @WebRTCSummit conference site can be bookmarked ▸ Here
SYS-CON Events announced today that Cisco, the worldwide leader in IT that transforms how people connect, communicate and collaborate, has been named “Gold Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Cisco makes amazing things happen by connecting the unconnected. Cisco has shaped the future of the Internet by becoming the worldwide leader in transforming how people connect, communicate and collaborate. Cisco and our partners are building the platform for the Internet of Everything by connecting the...
Temasys has announced senior management additions to its team. Joining are David Holloway as Vice President of Commercial and Nadine Yap as Vice President of Product. Over the past 12 months Temasys has doubled in size as it adds new customers and expands the development of its Skylink platform. Skylink leads the charge to move WebRTC, traditionally seen as a desktop, browser based technology, to become a ubiquitous web communications technology on web and mobile, as well as Internet of Things compatible devices.
SYS-CON Events announced today that robomq.io will exhibit at SYS-CON's @ThingsExpo, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. robomq.io is an interoperable and composable platform that connects any device to any application. It helps systems integrators and the solution providers build new and innovative products and service for industries requiring monitoring or intelligence from devices and sensors.
The WebRTC Summit 2014 New York, to be held June 9-11, 2015, at the Javits Center in New York, NY, announces that its Call for Papers is open. Topics include all aspects of improving IT delivery by eliminating waste through automated business models leveraging cloud technologies. WebRTC Summit is co-located with 16th International Cloud Expo, @ThingsExpo, Big Data Expo, and DevOps Summit.
Docker is an excellent platform for organizations interested in running microservices. It offers portability and consistency between development and production environments, quick provisioning times, and a simple way to isolate services. In his session at DevOps Summit at 16th Cloud Expo, Shannon Williams, co-founder of Rancher Labs, will walk through these and other benefits of using Docker to run microservices, and provide an overview of RancherOS, a minimalist distribution of Linux designed expressly to run Docker. He will also discuss Rancher, an orchestration and service discovery platf...
Wearable technology was dominant at this year’s International Consumer Electronics Show (CES) , and MWC was no exception to this trend. New versions of favorites, such as the Samsung Gear (three new products were released: the Gear 2, the Gear 2 Neo and the Gear Fit), shared the limelight with new wearables like Pebble Time Steel (the new premium version of the company’s previously released smartwatch) and the LG Watch Urbane. The most dramatic difference at MWC was an emphasis on presenting wearables as fashion accessories and moving away from the original clunky technology associated with t...
SYS-CON Events announced today that Vitria Technology, Inc. will exhibit at SYS-CON’s @ThingsExpo, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Vitria will showcase the company’s new IoT Analytics Platform through live demonstrations at booth #330. Vitria’s IoT Analytics Platform, fully integrated and powered by an operational intelligence engine, enables customers to rapidly build and operationalize advanced analytics to deliver timely business outcomes for use cases across the industrial, enterprise, and consumer segments.
SYS-CON Events announced today that Solgenia will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY, and the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Solgenia is the global market leader in Cloud Collaboration and Cloud Infrastructure software solutions. Designed to “Bridge the Gap” between Personal and Professional Social, Mobile and Cloud user experiences, our solutions help large and medium-sized organizations dr...
SYS-CON Events announced today that Liaison Technologies, a leading provider of data management and integration cloud services and solutions, has been named "Silver Sponsor" of SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York, NY. Liaison Technologies is a recognized market leader in providing cloud-enabled data integration and data management solutions to break down complex information barriers, enabling enterprises to make smarter decisions, faster.
@ThingsExpo has been named the Top 5 Most Influential M2M Brand by Onalytica in the ‘Machine to Machine: Top 100 Influencers and Brands.' Onalytica analyzed the online debate on M2M by looking at over 85,000 tweets to provide the most influential individuals and brands that drive the discussion. According to Onalytica the "analysis showed a very engaged community with a lot of interactive tweets. The M2M discussion seems to be more fragmented and driven by some of the major brands present in the M2M space. This really allows some room for influential individuals to create more high value inter...
After making a doctor’s appointment via your mobile device, you receive a calendar invite. The day of your appointment, you get a reminder with the doctor’s location and contact information. As you enter the doctor’s exam room, the medical team is equipped with the latest tablet containing your medical history – he or she makes real time updates to your medical file. At the end of your visit, you receive an electronic prescription to your preferred pharmacy and can schedule your next appointment.
The world's leading Cloud event, Cloud Expo has launched Microservices Journal on the SYS-CON.com portal, featuring over 19,000 original articles, news stories, features, and blog entries. DevOps Journal is focused on this critical enterprise IT topic in the world of cloud computing. Microservices Journal offers top articles, news stories, and blog posts from the world's well-known experts and guarantees better exposure for its authors than any other publication. Follow new article posts on Twitter at @MicroservicesE
The list of ‘new paradigm’ technologies that now surrounds us appears to be at an all time high. From cloud computing and Big Data analytics to Bring Your Own Device (BYOD) and the Internet of Things (IoT), today we have to deal with what the industry likes to call ‘paradigm shifts’ at every level of IT. This is disruption; of course, we understand that – change is almost always disruptive.
SYS-CON Events announced today the IoT Bootcamp – Jumpstart Your IoT Strategy, being held June 9–10, 2015, in conjunction with 16th Cloud Expo and Internet of @ThingsExpo at the Javits Center in New York City. This is your chance to jumpstart your IoT strategy. Combined with real-world scenarios and use cases, the IoT Bootcamp is not just based on presentations but includes hands-on demos and walkthroughs. We will introduce you to a variety of Do-It-Yourself IoT platforms including Arduino, Raspberry Pi, BeagleBone, Spark and Intel Edison. You will also get an overview of cloud technologies s...
SYS-CON Events announced today that SafeLogic has been named “Bag Sponsor” of SYS-CON's 16th International Cloud Expo® New York, which will take place June 9-11, 2015, at the Javits Center in New York City, NY. SafeLogic provides security products for applications in mobile and server/appliance environments. SafeLogic’s flagship product CryptoComply is a FIPS 140-2 validated cryptographic engine designed to secure data on servers, workstations, appliances, mobile devices, and in the Cloud.
SOA Software has changed its name to Akana. With roots in Web Services and SOA Governance, Akana has established itself as a leader in API Management and is expanding into cloud integration as an alternative to the traditional heavyweight enterprise service bus (ESB). The company recently announced that it achieved more than 90% year-over-year growth. As Akana, the company now addresses the evolution and diversification of SOA, unifying security, management, and DevOps across SOA, APIs, microservices, and more.
SYS-CON Events announced today that Akana, formerly SOA Software, has been named “Bronze Sponsor” of SYS-CON's 16th International Cloud Expo® New York, which will take place June 9-11, 2015, at the Javits Center in New York City, NY. Akana’s comprehensive suite of API Management, API Security, Integrated SOA Governance, and Cloud Integration solutions helps businesses accelerate digital transformation by securely extending their reach across multiple channels – mobile, cloud and Internet of Things. Akana enables enterprises to share data as APIs, connect and integrate applications, drive part...
Cloud is not a commodity. And no matter what you call it, computing doesn’t come out of the sky. It comes from physical hardware inside brick and mortar facilities connected by hundreds of miles of networking cable. And no two clouds are built the same way. SoftLayer gives you the highest performing cloud infrastructure available. One platform that takes data centers around the world that are full of the widest range of cloud computing options, and then integrates and automates everything. Join SoftLayer on June 9 at 16th Cloud Expo to learn about IBM Cloud's SoftLayer platform, explore se...