Pac-West starts tender for 13½% notes

New York, Oct. 30 - Pac-West Telecomm, Inc. said it has begun a cash tender offer to buy up to $74.0 million, or 77.8%, of the $95.1 million outstanding principal amount of its series B 13½% senior notes due 2009.

The Stockton, Calif. communications company said it is also soliciting consents to amend the indenture governing the notes. These changes would among other things eliminate most of the principal restrictive covenants.

Pac-West is offering $900 per $1,000 principal amount of senior notes plus accrued interest up to but not including the settlement date.

Holders who tender by the early deadline of 5.00 p.m. ET on Nov. 13 will receive an additional $20 premium for a total of $920 per $1,000 principal amount.

The tender offer and consent solicitation expire at 5.00 p.m. ET on Dec. 4.

Of the total consideration, $0.25 per $1,000 is the consent payment payable to holders who tender their senior notes and validly deliver their consents prior to the expiration of the consent solicitation, whether or not such consents are accepted by Pac-West. The early tender premium and consent payment will only be paid if the tender offer is completed.

The amendment to the indenture requires the consent of holders of at least a majority of the principal amount of the notes outstanding.

Holders who tender their notes are required to consent to the proposed amendments and holders may not deliver consents without tendering their notes.

Tendered notes may be withdrawn and consents may be revoked at any time prior to the execution of the supplemental indenture, which is expected to occur promptly following the expiration of the early tender period.

The tender offer is conditioned upon, among other things, receipt of the necessary consents for the proposed amendments, the execution of the supplemental indenture, the completion of the previously announced financing transaction with Deutsche Bank and customary conditions.

UBS Securities LLC is dealer manager and solicitation agent for the tender offer and the consent solicitation (contact Brian Taylor at 415 352-6085). The depositary is Wells Fargo Bank Minnesota, NA. The information agent is Georgeson Shareholder (800 843-0079).

Full details at:

http://www.sec.gov/Archives/edgar/data/1071598/000095013703005573/c80410exv99w2.htm

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