UbiquiTel purchases $129 million 14% discount notes with add-on note-sale proceeds

New York, Oct. 15 - UbiquiTel Inc. said that its wholly owned subsidiary, UbiquiTel Operating Co., has purchased more than $129 million face amount - nearly all of the bonds outstanding - of its two series of 14% discount notes due 2010, as part of the company's tender offer and consent solicitation for those notes.

The company said that it had closed on its recently sold $150 million principal amount of 9 7/8% add-on senior notes due 2011 and had used $136.7 million of the $151.9 million total proceeds from the note sale to repurchase the 14% notes.

Specifically, UbiquiTel purchased $97.94 million principal amount the 14% subordinated discount notes due 2010 (Caa3/CC) and $31.42 million principal amount of 14% senior notes due 2010 (Caa1/CCC) that had been tendered to the company by the now-expired consent deadline of 5 p.m. ET on Oct. 12.

Ubiquitel purchased the notes for total consideration of $1,056.90 per $1,000 principal amount of notes tendered and accepted for payment, which included a $30 per $1,000 principal amount consent payment for those holders who tendered their notes and delivered related consents to proposed indenture amendments by the consent deadline. UbiquiTel set the consideration on Oct. 13 using a previously announced formula.

The amendments, which had been approved by the holders of more than the required amount of the notes, became effective upon the company's purchase of the notes.

The underlying tender offer meanwhile continues and is scheduled to expire on Oct. 26, subject to possible extension.

As previously announced, UbiquiTel, a Conshohocken, Pa.-based telecommunications company, said on Sept. 28 that the UbiquiTel Operating Co. subsidiary had begun a cash tender offer for any and all of the company's outstanding 14% senior and senior subordinated discount notes and was 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 now-passed consent deadline of 5 p.m. ET on Oct. 12 and said the offer would expire at midnight ET on Oct. 26. It said the prices which the company will pay for the two series of notes would 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, with all deadlines 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 said the total consideration per $1,000 principal amount of each series of notes would 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 first call date), 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 holders tendering their notes and delivering 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 and will receive payment after the tender offer expires.

The company said holders could not tender their notes without delivering consents nor deliver consents without tendering their notes. Tendered notes could not be withdrawn and consents could not be revoked after the Oct. 12 consent deadline.

The tender offer is subject to certain conditions, including a financing condition and a required consent condition. UbiquiTel said it plans to finance the tender offer with the proceeds from a Rule 144A/Regulation S sale of senior notes, together with other available funds (the company separately announced plans on Sept. 28 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; the notes were priced the following day at 103.5% of their face amount).

On Oct. 13, Ubiquitel announced the receipt of tenders and related consents from holders of $97.94 million principal amount or 97.6% of the 14% senior subordinated discount notes and $31.42 million principal amount or 99.8% of its 14% senior discount notes as of the consent deadline, which expired as scheduled at 5 p.m. ET on Oct. 12, without extension.

The company said those amounts exceed the required amount of noteholder consents needed to approve proposed changes in the notes' indenture, which would become effective when the notes were accepted for purchase.

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

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.