Total Play to refinance at least 90% of 2025 notes, gives early results of exchange offer

By Marisa Wong

Los Angeles, April 10 – Mexico’s Total Play Telecomunicaciones, SAPI de CV has reached a binding agreement to refinance at least $518 million, or 90%, of its $575 million 7˝% senior notes due 2025 (Cusip: 89157FAA8, P9190NAB9), extending the maturity until 2028, according to a Wednesday press release.

The amount of the refinancing is the sum of the private exchange of $213.5 million of the 2025 notes conducted on Feb. 21 and the amount to be accepted under the ongoing exchange offer launched on March 22.

Of the remaining $361,514,000 of the 2025 notes, $304.5 million was tendered by the early tender date and accepted for exchange.

The early tender date was 5 p.m. ET on April 9, previously extended from 5 p.m. ET on April 5. The extended early tender date was also the withdrawal deadline.

The exchange offer and related consent solicitation for the 2025 notes remains open until 11:59 p.m. ET on April 18, as previously announced.

As previously announced, the company is offering to exchange the 2025 notes for 10˝% senior secured notes due 2028.

Holders were offered a par exchange if they tendered their notes early. Late tendering holders will receive a consideration of $950 per $1,000 note.

The new notes are secured by designated receivables and have an increasing amortization schedule of 20% in 2026, 30% in 2027 and 50% in 2028.

The new notes will be listed in Singapore.

Terms of the new notes also include an equity clawback of up to 40% at 110.5.

Call protection will include the greater of 101 or a Treasuries plus 50 basis points make-whole premium before July 1, 2025. The notes may be redeemed after July 1, 2025 at 105.25, then 102.625 the following year and then at par.

The company will also be creating a reserve account to guarantee coupon payments, additional to the one established in the source of payment trust that covers the entire payment of any subsequent coupon, after the completion of the preceding payment.

The conditions of the current exchange offer are the same as the February private offer.

Ipreo LLC is the information agent and exchange agent (212 849-3880, 888 593-9546, ipreo-exchangeoffer@ihsmarkit.com).

Jefferies LLC is the dealer manager and solicitation agent (212 284-2542).

Total Play is a Mexico City-based telecom.

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