Multicanal again extends solicitation, tender offer

New York, June 20 - Multicanal SA said that it extended its previously announced consent solicitation and concurrent cash tender offer for its notes and bank debt to 5 p.m. ET on June 27 from June 20.

Covered by the solicitation and the tender are Multicanal's 9¼% notes due 2002, 10½% notes due 2007, 13.125% series E notes due 2009, series C 10½% notes due 2018 and series J floating-rate notes due 2003. The tender offer also applies to the Buenos Aires, Argentina company's bank debt.

Multicanal said that as of 5 p.m. ET on June 19, holders of $245.6 million, or 46.6% of the existing debt (notes plus bank debt) had either tendered under the cash tender offer or had agreed to participate in the consent solicitation - up slightly from the $245.4 million (46.5%) recorded on June 12 and announced on June 13, when the consent solicitation and tender offer were last extended previously.

Among the holders tendering or agreeing to participate in the consent solicitation, holders of approximately $145.5 million principal amount of the existing debt (34.1% of the outstanding amount) had agreed to the consent solicitation as of June 19, up slightly from $145.3 million on June 12, and holders of approximately $100.1 million of the debt (12.5% of the outstanding amount) had tendered under the cash tender offer, unchanged from the previous participation level.

Under the tender offer, Multicanal is offering to buy up to U.S $100 million of its existing debt - notes or bank debt - at $300 per $1,000 principal amount in cash.

The solicitation is for consent for powers of attorney in favor of an attorney-in-fact to execute an acuerdo preventive extrajudicial (APE), a legal remedy which the company says would afford its creditors an opportunity to achieve a restructuring of the existing debt on a consensual basis. Multicanal believes that the APE procedure "presents important advantages for the Company as well as its creditors, by avoiding the complexities and costs of the [non-consensual] concurso preventivo process."

Upon approval of the APE by the bankruptcy court, holders who accept the solicitation will receive for each $1,000 principal amount of existing debt, at the holder's option either $1,000 principal amount of 10-year step-up notes or $315 principal amount of either 7% seven-year notes or seven-year floating rate. Holders will also receive 598 shares of class C common stock.

Multicanal is seeking to exchange approximately $100 million principal amount of its existing debt for $100 million of 10-year notes, $157.4 million principal amount of its existing debt for $102.3 million of its seven-year notes (either fixed or floating) and capitalize approximately $167.4 million principal amount of existing debt.

Multicanal will not pay any accrued and unpaid interest (including default interest and additional amounts, if any) on existing debt that is exchanged or capitalized under the APE.

The information agent for the cash tender offer and the APE solicitation is D.F. King & Co., Inc. (212 493-6920); the depositary is JPMorgan Chase Bank (212 623-5162).

Alestra announces new tender offer, ends old one

New York, June 20 - Alestra S de RL de CV announced a new cash tender and exchange offer for its outstanding 12 1/8% senior notes due 2006 and 12 5/8% senior notes due 2009 and terminated the old one.

Under the new offer, for each $1,000 principal amount of the outstanding senior notes due 2006 and 2009, holders may choose $1,060 principal amount of new senior notes due June 30, 2010, $550 in cash or a combination of both.

The interest rate on the new notes will be 8% of the participation rate in the offer is less than 95% and 9% if it is 95% or more. The new notes also have fixed principal amortization beginning on Dec. 30, 2005.

Alestra will not pay accrued interest on the tender notes.

Completion of the offer is subject to at least 90% of the existing notes being tendered.

The offer will be financed by a $100 million capital contribution from Alestra's equity holders, to be provided 51% by Onexa and 49% by AT&T and an additional $8.5 million payment from AT&T.

Alestra will also be soliciting consents for a prepackaged Chapter 11 filing if the tender is not successful but other thresholds are met. Alestra said it may choose to pursue a prepackaged plan of reorganization which will attempt to restructure the debt on terms similar to the tender offer.

The San Pedro Garza Garcia, Mexico telecommunications company said it has filed a registration statement for the offer with the Securities and Exchange Commission but it has not yet become effective. It also need authorizations from the Comision Nacional Bancaria y de Valores de Mexico.

Notes tendered in the old offer will be returned.

Previously Alestra had said it was negotiating with the ad hoc committee of noteholders about the terms of the offer.

It had been offering either $970 principal amount of new senior step-up notes due May 2008 and an early consent payment of $30 principal amount of those new notes or a cash payment of $400 and an early consent payment of $30 per $1,000 principal amount of the outstanding 12 1/8% notes. The 2008 step-up notes will pay cash interest of 5% until May 2006 and 7% thereafter.

And it had been offering either $970 principal amount of new senior step-up notes due February 2011, and an early consent payment of $30 principal amount of those new notes or a cash payment of $400 and an early consent payment of $30 per $1,000 principal amount of the outstanding 12 5/8% notes. The 2011 step-up notes will pay cash interest of 5% until August, 2006 and 8% thereafter.

SEC filing for the new offer at:

http://www.sec.gov/Archives/edgar/data/1098504/000119312503011652/df4.htm

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