US Unwired to swap cash, new senior debt for 13 3/8% '09 subordinated notes

New York, May 16 - US Unwired Inc. (Caa2) said it intends to offer a combination of cash and new senior notes in an exchange offer to the holders of any and all of its $400 million face amount of 13 3/8% senior subordinated discount notes due 2009.

It set 5 p.m. ET on May 30 as the early participation deadline for the offer, which will expire at 5 p.m. ET on June 16, with both deadlines subject to possible extension.

The Lake Charles, La. -based owner of five Sprint PCS affiliates in the southern U.S., announced late Thursday that it would exchange $187 in cash and $185 face amount of the new notes per $1,000 face amount of the existing notes under the terms of its exchange offer.

US Unwired said that the new notes to be issued in the offer will be 13 3/8% senior discount notes due on Nov. 3, 2009 (or, in certain circumstances, on Nov. 1, 2008). The new notes will be senior unsecured obligations of US Unwired Inc., will be guaranteed on a senior unsecured basis by all of the company's existing and future restricted subsidiaries, and will rank senior to any existing 13 3/8% subordinated notes (and such notes' guarantees) ) that may remain outstanding after completion of the exchange offer.

It said that the maximum amount of cash that will be paid to tendering holders in the offer is $37.5 million. Should more than $200 million in aggregate face amount of the existing notes be tendered in the offer, the tendering holders of the existing notes will be subject to proration and will receive cash in a prorated amount, and will receive additional new notes in lieu of cash.

The additional new notes issuable to tendering holders in lieu of cash (in the event more than $200 million face amount of the existing notes are issued) will have a face amount equal to the cash that would have been paid had the cash payment not been prorated, so that the total amount of cash payable and face amount of new notes issuable under the offer is $372.50 per $1,000 face amount of the existing notes.

The company said that the cash component of the exchange offer includes a $50 early participation payment per $1,000 face amount of existing notes tendered, which would be paid only to those holders tendering their notes by the early participation deadline noted above.

Holders who tender their notes after the early participation deadline will accordingly will receive $50 less in cash per $1,000 face amount of existing notes tendered than those who tender their existing notes by the early participation deadline).

The exchange offer is subject to the receipt of majority consents from the lenders under the company's senior secured credit facility; the recommendation by a special committee of the company's board of directors of a new financing to fund the cash portion of the offer; the receipt of a fairness opinion from an investment banking firm with respect to the new financing; the completion of the new financing on terms acceptable to the company; and certain other conditions.

The offer is not subject to the receipt of any consent from holders of the existing notes; however, if at least a majority in face amount of the existing notes is tendered in the offer, substantially all restrictive covenants relating to the existing notes will be eliminated.

US Unwired said the offer is being made inside the U.S. only to investors considered to be "qualified institutional buyers" or "accredited investors," and outside the U.S. to "non-U.S. persons," as defined by the Securities Act of 1933, as amended. The new notes will be issued in a private placement, have not been registered under the Securities Act, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The company will enter into a registration rights agreement under which it will agree to file an exchange offer registration statement with the Securities and Exchange Commission under which the new notes may be exchanged for registered notes having substantially identical terms.

Globix bought back additional senior notes in quarter

New York, May 16 - Globix Corp. said that it had repurchased an additional $3.5 million of its senior notes on April 4, in addition to the $6.4 million of notes that it had repurchased in its 2003 fiscal second quarter, which had been previously reported.

The New York-based provider of Internet-based managed infrastructure services for business customers made its disclosure in announcing its results for the fiscal second quarter ended March 31.

Telecom Argentina extends tender offer

New York, May 16 - Telecom Argentina STET-France Telecom SA said it and its subsidiary Telecom Personal SA extended their cash tender offers for their debt.

The offers will now expire at 4.00 p.m. ET on May 23, extended from 4.00 p.m. ET on May 16.

Telecom Argentina began the cash tender offer to buy part of its debt through a modified dutch auction on April 16.

The Buenos Aires, Argentina company said the tender offer is the first steps in its plans to restructure its debt.

By May 14, GSC Proxitalia SpA, collection agent in Italy, reported that Italian participant banks had received tenders from noteholders for $34 million principal amount of notes. As of May 15, tenders for $14 million principal amount of notes had been received by the custodian for the Telecom Argentina tender offer.

The tender applies to the company's $200 million series C medium-term notes due 2002, $100 million series E medium-term notes due 2005, €250 million series 1 medium-term notes due 2003, €190 million series 2 medium-term notes due 2004, €200 million series I medium-term notes due 2004, €250 million series K medium-term notes due 2002, ITL400 billion series F medium-term notes due 2007 and ITL400 billion series H medium-term notes due 2008.

Holders are invited to submit offers of 43.5% or more of the principal amount but no more than 50%.

Telecom Argentina will spend up to $260 million in the offer.

The company said that on the expiration date it will pay all accrued interest up to June 24, 2002 and 30% of the accrued interest up to Dec. 31, 2002. The company will pay the accrued interest on all the notes, whether tendered or not. It will not pay interest after Dec. 31, 2002.

Morgan Stanley & Co. Inc. and MBA Banco de Inversiones SA are acting as dealer managers for the tender offers with MBA acting in Argentina only.

The information agent in the U.S. and Argentina is Georgeson Shareholder Communications Inc. (banks and brokers cal 212 440-9800, others 866 216-0459, in Argentine call 0800 555-4288, 0800 222-1288 or 0800 288-5288 followed by the U.S. toll free 866 216-0459) and the information agent in Europe is GSC Proxitalia SpA (39 06 4217-1777 or toll free in Italy 800 18 99 23).

Grupo TMM 9 ½% '03 and 10¼% '06 exchange offers end in failure

New York, May 16 - Grupo TMM, SA said its previously announced exchange offers and consent solicitations for its 9½% senior notes scheduled to come due on Thursday (May 15) and its 10¼% senior notes due 2006 expired as scheduled at midnight ET on May 15, with no further extension.

As of that expiration date, less than 80% of the outstanding 9½% notes had been tendered for their holders; the company said accordingly, the conditions to the exchange offers were not satisfied, and Grupo TMM will promptly return all previously tendered notes to their holders.

Grupo TMM - which had previously said that it did not have sufficient liquidity to pay the 9½% notes at maturity - did not immediately disclose its next move in relation to the 9½% notes, now that the exchange offer for them did not succeed.

As previously announced, the Mexico City-based transportation company said on April 29 that it had begun an amended exchange offer for all its outstanding 9½% notes and 10¼% notes; this amended offer modified a previously announced offer to exchange new, longer-maturity debt for the 9½% and 10¼% notes, which had begun back on Dec. 26, 2002 and which had been extended numerous times subsequently.

Under terms of the amended offer, Grupo TMM was inviting holders of the existing notes to exchange that debt for a like principal amount of new 12% senior notes due 2004. The new notes were to have been be guaranteed on a senior unsecured basis by TMM Holdings, SA de CV, a wholly owned subsidiary that indirectly owns all of Grupo TMM's interest in Grupo Transportacion Ferroviaria Mexicana, SA de CV - Grupo TFM - , which operates the company's rail operations.

Both exchange offers were conditioned on at least 80% of the 9½% notes and at least a majority of the 10¼% notes having been tendered. On Wednesday (May 14), when the company announced its last extension of the offer (to May 15 from the previous deadline at midnight ET on Tuesday, May 13), it said that as of that May 13 deadline, just $86.065 million principal amount of the outstanding 9½% notes, or approximately 48.66%, had been tendered and not withdrawn - well below the required minimum tender threshold of 80% of the notes, or $141.5 million. Meanwhile, 86.14% of the outstanding 10¼% notes, or $172.286 million principal amount, representing more than the required majority of the 10¼% notes, had been tendered as of the deadline and not withdrawn.

Grupo TMM was also - concurrently and, ultimately, unsuccessfully - soliciting consents from the holders of the existing notes to eliminate substantially all of the restrictive covenants of the indentures governing the existing notes and to permit the sale of the company's interests in Grupo TFM. Holders tendering their existing notes in the exchange offers would be deemed, as a condition to a valid tender, to have given their consent to the proposed amendments applicable to the series of existing notes that they were tendering.

Another purpose of having extended the exchange offer was to provide the company with sufficient time to complete the previously announced sales of its interests in its ports and terminals division and Grupo TFM.

Grupo TMM said on May 14 that it had completed the previously announced sale of its 51% interest in the TMM Ports and Terminals division to an affiliate of its current partner in the division, SSA Mexico. It said that net proceeds from the transaction of approximately $114 million would be used to repurchase receivables sold to a trust under the company's existing receivables securitization facility in an amount of $31.7 million; to repay other indebtedness; and for working capital purposes.

Grupo TMM further said that it has reached an agreement with one of the holders of certificates under its receivables securitization facility to extend approximately $49.7 million of the certificates until June 30.

Citigroup Global Markets Inc. acted as the dealer manager for the exchange offers and consent solicitations, and Mellon Investor Services LLC (call 888 689-1607 or, for banks and brokers, 917 320-6286) was the information agent.

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