Impsat begins tender offer, solicitation of consents and waivers for 6% convertibles

By Angela McDaniels

Seattle, Jan. 29 - Impsat Fiber Networks, Inc. said it launched a cash tender offer, consent solicitation and waiver for its series A 6% senior guaranteed convertible notes due 2011 and series B 6% senior guaranteed convertible notes due 2011.

Noteholders who tender will receive $1,010 per $1,000 principal amount of notes plus accrued interest up to but excluding the payment date. Noteholders may not tender without granting consent or without granting a waiver.

The offer ends at 5 p.m. ET on Feb. 26.

There were $92.9 million of the notes outstanding as of Jan. 29, including $67.3 million of the series A notes and $25.6 million of the series B notes.

The conversion price for the series A notes is $13.56 per share of Impsat common stock, and the conversion price for the series B notes is $20.78 per share. The company's stock closed at $9.23 on Jan. 29 (OTCBB: IMFN).

The company is soliciting consents to eliminate certain restrictive covenants and events of default contained in the indenture governing the notes and is seeking waivers of its obligation to hold an offer to purchase the notes within 30 days following its planned merger with Global Crossing Ltd. and GC Crystal Acquisition, Inc.

Under the proposed merger, Impsat will be acquired by Global Crossing and will receive $9.32 in cash per share of common stock, according to a company news release.

The consent solicitation is conditioned upon the receipt of valid tenders from holders of a majority of each series of notes, the waiver is conditioned upon the receipt of waivers from holders of two-thirds of each series of notes and the proposed amendments and waivers will not become operative until the closing of the merger.

There is no separate payment for the consent solicitation and waiver, and satisfaction of the consent solicitation and waiver is not a condition for the closing of the tender offer, the company said.

Goldman, Sachs & Co. (800 828-3182 toll free or 212 357-0775 collect) is dealer manager and solicitation agent, Georgeson Inc. (212 440-9800 banks and brokers or 866 277-5068 toll free) is information agent and The Bank of New York is the depositary agent for the offer.

Impsat is based in Buenos Aires, Argentina, and provide private telecommunications network and internet services in Latin America.

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