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Terremark begins consent solicitation for 6.625% convertibles due 2013
By Angela McDaniels
Tacoma, Wash., Feb. 14 - Terremark Worldwide, Inc. began a consent solicitation for its $57,192,000 of outstanding 6.625% senior convertible notes due 2013, according to a company news release.
The proposed amendment to the note indenture would remove the company's obligation to provide the trustee with copies of some reports it files with the Securities and Exchange Commission. In the event that Terremark is no longer required to file reports with the SEC, it would provide the trustee and noteholders with financial statements and other information relating to Terremark and, upon request, provide the information required under Rule 144A(d)(4) of the Securities Act.
The proposed amendment would become operative only after Verizon Communications Inc. acquires a majority of the shares of Terremark's common stock.
Verizon Holdings Inc., a subsidiary of Verizon Communications, is holding a tender offer for all outstanding Terremark shares. It expires on March 10.
Consenting noteholders are being offered a consent fee of $5 per $1,000 principal amount of convertibles.
The adoption of the proposed amendment requires the consent of holders of at least a majority of the outstanding convertibles.
The consent solicitation will expire at 5 p.m. ET on Feb. 28. It is open to holders of record as of 5 p.m. ET on Feb. 9.
The payment of the consent fee is conditioned on, among other things, the receipt of the necessary consents and the completion of the Verizon acquisition.
The solicitation agent is Goldman Sachs & Co. (212 902-5183 or 800 828-3182).
Terremark is an information technology company based in Miami. Verizon is a New York-based broadband and telecommunications company.
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