Philippines' Globe Telecom holders tender 92.9% of Bayan notes

By Toni Weeks

San Diego, Dec. 19 - Globe Telecom, Inc. said investors tendered about 92.9% of the $200 million of 13½% senior notes originally due 2006 issued by Bayan Telecommunications, Inc. by 11:59 p.m. ET on Dec. 18, the expiration date of the tender offer.

As previously reported, Globe will pay $310.00 per $1,000 remaining principal amount of notes tendered by 11:59 p.m. ET on Dec. 11, the extended early tender date, and $307.50 per $1,000 principal amount of notes tendered after the extended early tender date and on or before the expiration date.

Settlement is still expected to occur Dec. 21.

The company said that all of the conditions to the tender offer have been satisfied or waived, and it expects to accept for purchase all notes validly tendered and not withdrawn.

The early tender date was originally set for 5 p.m. ET on Nov. 19 and then extended to Nov. 27 and Dec. 11.

As of the original early tender date, holders had tendered 85% of the notes. They tendered 91.66% of the notes as of Dec. 6.

As noted before, the total purchase price for each $1,000 remaining principal amount depended on the acceptance level of the tender offer by holders of the 13½% notes, as follows:

• $280.00 if the acceptance level is less than 75%;

• $290.00 if the acceptance level is between 75% and 80%;

• $300.00 if the acceptance level is between 80% and 85%; and

• $310.00 if the acceptance level is equal to or more than 85%.

The payment also depended on the acceptance level of holders of Bayan's other debt and the debt of Bayan's subsidiary, Radio Communications of the Philippines, Inc., that Globe Telecom is offering to purchase in a concurrent offer, the company previously said.

The total purchase price included an early payment of $2.50 for each $1,000 principal amount of notes tendered by the early offer deadline.

Those who tendered their notes after the early date will receive the tender offer payment, which is the total payment less the early payment.

The company will not pay accrued interest.

Tendered notes could not be withdrawn as of 5 p.m. ET on Nov. 19.

As previously reported, the remaining principal amount of the notes as recognized under the issuer's rehabilitation plan is $184,478,129, or about $922.391 per $1,000 original principal amount of notes.

Globe previously waived the condition that it receive tenders for at least 70% of the remaining principal amount of the 13½% notes and tenders for at least 70% of the remaining principal amount of Bayan's loans and at least 70% of the remaining principal amount of Radio Communications' debt in the concurrent offer.

Updated tally for loans

Holders had tendered about 98.21% of the remaining principal amount of the loans, and about 85.07% of the remaining principal amount of Radio Communications' debt has been tendered and not withdrawn in concurrent offers.

The overall acceptance level was 94.10% as of Dec. 7.

That compares with a previous tally of about 82% of the remaining principal amount of the loans and about 64% of the remaining principal amount of Radio Communications' debt tendered.

The company previously said that if, after the original expiration date, additional notes or other debt are tendered in the tender offer or concurrent offer so that the payment is increased, the company will pay holders whose notes were purchased on the initial settlement date an additional amount per $1,000 of notes purchased equal to the difference between the tender offer payment paid on the initial settlement date and the amount paid on the settlement date.

Some holders of the notes and other debt entered into lock-up agreements, agreeing to tender all of their notes by the early tender date and to tender all of their other debt in the concurrent offer. Based on those agreements, Globe previously said it estimated that the lock-up creditors hold about 45.4% of the notes and 79.1% of the other debt.

The tender offer for the loans ended at 11:59 p.m. ET on Dec. 4.

Citigroup Global Markets Inc. (800 558-3745 or collect 212 723-6108) was dealer manager. Citibank NA, London Branch (+44 0 20 7508 3867) was the tender agent.

The telecommunications company is based in Mandaluyong City, Philippines. It began the tender offer for the senior notes on Nov. 7.

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