UbiquiTel tenders for 14% notes

New York, Sept. 28 - UbiquiTel Inc. said that its wholly owned subsidiary, UbiquiTel Operating Co., has begun a cash tender offer for any and all of the company's outstanding 14% senior subordinated discount notes due 2010 (Caa3/CC) and 14% senior discount notes due 2010 (Caa1/CCC). Ubiquitel is also seeking noteholder consents to proposed changes in the bonds' respective indentures that would eliminate substantially all of the restrictive covenants.

The company set a consent deadline of 5 p.m. ET on Oct. 12 and said the offer would expire at midnight ET on Oct. 26.

The prices which the company will pay for the two series of notes will be determined at 2 p.m. ET on Oct. 13, while the initial payment date, for those holders tendering by the consent deadline, is expected to be on or about Oct. 14. All deadlines are subject to possible extension; should the tender offer expiration date be extended, the new price determination date will be set on the 10th business day prior to expiration.

UbiquiTel, a Conshohocken, Pa.-based telecommunications company which sells Sprint Corp.'s wireless PCS service to mid-sized markets in eight states, mostly in the western and midwestern U.S., said that the total consideration per $1,000 principal amount of each series of notes validly tendered by the consent deadline and not subsequently withdrawn will be equal to the present value on the initial payment date of $1,070 (i.e., the redemption price for each series of notes on April 15, 2005, the earliest possible redemption date for each series), determined based on a fixed spread of 50 basis points over the yield on the price determination date of the reference security, the 1 5/8% U.S. Treasury note due March 31, 2005. The total consideration will include a $30 per $1,000 principal amount consent payment for all holders tendering their notes and delivering the required consents by the consent deadline. Those holders would receive payment for their notes on the initial payment date.

Holders tendering their notes after the consent deadline but before the offer expires will not receive the consent payment as part of their consideration and will receive their payment after the tender offer expires.

Holders may not tender their notes without delivering consents, nor deliver consents without tendering their notes. Tendered notes may not be withdrawn and consents may not be revoked after the Oct. 12 consent deadline.

The tender offer is subject to the satisfaction of certain conditions, including a financing condition and a requisite consent condition, among other general conditions.

UbiquiTel plans to finance the tender offer with the proceeds from a Rule 144A/Regulation S private placement of senior notes, together with other available funds (the company separately announced plans to sell $135 million 9 7/8% senior notes due 2011 as an add-on to its already outstanding $270 million of the notes, which were sold back in February).

Banc of America Securities LLC (contact High Yield Special Products, in the U.S. at 888 292-0070 or collect at 704 388-9217) and Bear, Stearns & Co. Inc. (call toll-free at 877-693-BEAR) will act as dealer managers for the tender offer and solicitation agents for the consent solicitation. D.F. King & Co. Inc. is the information agent for the tender offer (call 800 714-3313 or collect at 212 269-5550).

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