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Published on 12/14/2005 in the Prospect News Convertibles Daily, Prospect News Emerging Markets Daily and Prospect News High Yield Daily.

Transtel Tenderco terminates tender for parent Transtel units

By Jennifer Chiou

New York, Dec. 14 - Transtel Tenderco, Ltd., a wholly owned subsidiary of Transtel SA, announced the termination of its tender offer for Transtel SA's 152,086 units because of failure to meet the funding condition for the tender and consent solicitation.

The offer was conditioned upon the receipt of consents from holders of at least 90% of the units, completion of a private placement of new notes and the execution of supplemental indentures implementing the matters for consent among other conditions.

On Nov. 29, the company said it extended its tender for the units to 8 a.m. ET on Dec. 13 from 8 a.m. ET on Nov. 29. As of the old deadline, holders had tendered more than 94% of the units.

Transtel previously said on Dec. 17 that it received consents from holders of more than 94% of Transtel SA's 152,086 units as of the consent deadline at 5 p.m. ET on Nov. 16.

The units covered by the tender are made up of $1,000 of 12½% senior secured convertible notes due 2008, $205 initial accreted value convertible subordinated notes due 2008 and one shares trust certificate for 634,970 Transtel shares.

Tenderco had received the required consents to, among other things, terminate the mandatory sale process agreement for the 12½% notes' indenture, separate the units into their component securities, eliminate restrictive covenants and events of default on the notes' indentures, waive any existing defaults, amend the shareholders agreement and modify payment schedules for intercompany notes.

The consent deadline had been extended from 5 p.m. ET on Nov. 14.

Transtel, which announced the offer on Oct. 31, had said it would pay $1,167.14 per unit, which included a $25.00 consent payment for those who tendered before the consent deadline. It had also planned to pay accrued interest up to but excluding the payment date.

Depositary HSBC Bank USA, NA will return tendered units to the holders, the company said.

MacKenzie Partners, Inc. is the information agent (call collect 212 929-5550 or 800 322-2885). UBS Investment Bank is dealer manager and solicitation agent (call collect 203 719-4210 or 888 722-9555, extension 4210).

Based in Cali, Colombia, Transtel is a fixed-line private telecommunications company.


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