Primus Telecommunications begins exchange offers for 13%, 14¼% notes

By Angela McDaniels

Tacoma, Wash., Feb. 10 - Primus Telecommunications Group, Inc. has begun private exchange offers for units representing $130 million of 13% senior secured notes due 2016 issued by Primus Telecommunications Holding, Inc. and Primus Telecommunications Canada Inc. and $114 million of 14¼% senior subordinated notes due 2013 issued by Primus Telecommunications IHC, Inc., according to a company news release.

Primus Telecommunications Holding will issue up to $240 million of new 9½% senior secured notes due April 15, 2019 in the offer.

The company is offering $1,140 principal amount of new notes for each $1,000 principal amount of 13% notes and $1,020 principal amount of new notes for each $1,000 principal amount of 14¼% notes.

Holders will also receive accrued interest up to but excluding the settlement date.

The company will first accept for exchange any and all 13% notes tendered. It will then accept the maximum principal amount of 14¼% notes that it can, on a pro rata basis, without going over the $240 million cap for the new notes.

The issuers are also soliciting consents to amend the indentures governing the old notes to eliminate some restrictive covenants and events of default and to release collateral securing the 13% notes.

In order to adopt the amendments, consents are needed from the holders of at least a majority of the outstanding notes. To adopt the lien release, consents are needed from the holders of at least two-thirds of the outstanding 13% notes.

Those who tender will be deemed to have given their consents. No separate consent payment will be made.

The exchange offers are conditioned on the success of the consent solicitation.

The exchange offers and consent solicitations will expire at 5 p.m. ET on March 23.

The new notes are being offered only to qualified institutional buyers, as defined in Rule 144A under the Securities Act, in the United States; to persons outside the United States who are not U.S. persons, as defined in Regulation S; and to institutional accredited investors.

The exchange agent is D.F. King & Co., Inc. (800 848-3416 or, for banks and brokers, 212 269-5550).

Primus is a Mclean, Va.-based provider of integrated communications services.

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