Mexico’s Total Play starts exchange offer for remaining 2025 notes

Chicago, March 22 – Total Play Telecomunicaciones, SA de CV started an exchange offer and consent solicitation for holders of the $361,514,000 remaining notes in its issue of $575 million of 7˝% senior notes due 2025 (Cusips: 89157FAA8, P9190NAB9), according to a press release.

The company is offering to exchange the notes for 10˝% senior secured notes due 2028.

The company conducted a private exchange agreement on Feb. 21 with a group of investors for $213.5 million of the notes.

The conditions of the current exchange offer are the same as the private offer.

Noteholders are being offered a par exchange if they tender their notes early. Late tendering holders will receive a consideration of $950 per $1,000 note.

The new notes are secured by designated receivables and have an increasing amortization schedule of 20% in 2026, 30% in 2027 and 50% in 2028.

The new notes will be listed in Singapore.

Terms of the new notes also include an equity clawback of up to 40% at 110.5.

Call protection will include the greater of 101 or a Treasuries plus 50 basis points make-whole premium before July 1, 2025. The notes may be redeemed after July 1, 2025 at 105.25, then 102.625 the following year and then at par.

The company will also be creating a reserve account to guarantee coupon payments, additional to the one established in the source of payment trust that covers the entire payment of any subsequent coupon, after the completion of the preceding payment.

The early deadline is 5 p.m. ET on April 5.

The offer expires at 11:59 p.m. ET on April 18.

Ipreo LLC is the information agent and exchange agent (212 849-3880, 888 593-9546, ipreo-exchangeoffer@ihsmarkit.com).

Jefferies LLC is the dealer manager and solicitation agent (212 284-2542).

Total Play is a Mexico City-based telecom.

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