Terremark Worldwide, Inc. Announces Completion of a Private Exchange Offer for a Majority of its Outstanding 9% Senior Convertib
May 02 2007 - 4:30PM
Business Wire
Terremark Worldwide, Inc. (the �Company�) (AMEX:TWW) announced that
it has completed a private exchange offer with a limited number of
holders for $57.2 million aggregate principal amount of its
outstanding 9% Senior Convertible Notes due 2009 (the �Outstanding
Notes�) in exchange for an equal aggregate principal amount of the
Company�s newly issued 6.625% Senior Convertible Notes due 2013
(the �New Notes�). After completion of the private exchange offer,
$29.1 million aggregate principal amount of the Outstanding Notes
remain outstanding. The private exchange offer was made pursuant to
Section 3(a)(9) of the Securities Act of 1933, as amended. Today
the Company also announced that it will initiate a public exchange
offer to the remaining holders of its Outstanding Notes to exchange
any and all of their Outstanding Notes for an equal aggregate
principal amount of New Notes. The public exchange offer will be
made pursuant to Section�3(a)(9) of the Securities Act of 1933, as
amended. The terms of the New Notes are substantially similar to
the terms of the Outstanding Notes except that the New Notes do not
have a Company redemption option, the early conversion incentive
payment that is applicable to the Outstanding Notes does not apply
to the New Notes, and the New Notes provide for a make whole
premium payable upon conversions occurring in connection with a
change in control in which at least 10% of the consideration is
cash, while the Outstanding Notes provide for certain cash make
whole payments in connection with a change of control in which at
least 50% of the consideration is cash. This press release is for
informational purposes only and is not an offer to purchase, a
solicitation of an offer to purchase, or a solicitation of an offer
to sell securities. The public exchange offer may be made only
pursuant to the terms of an offering memorandum, letter of
transmittal and related exchange offer materials. The Company
intends to file a Schedule TO, including the offering memorandum
and letter of transmittal, describing the exchange offer with the
Securities and Exchange Commission. Holders of the Outstanding
Notes are encouraged to read the Schedule TO and its exhibits
carefully when they become available before making any decision
with respect to the exchange offer because it will contain
important information. When filed, the Schedule TO, offering
memorandum, letter of transmittal and other related exchange offer
documents will be available free of charge at the website of the
Securities and Exchange Commission � www.sec.gov. In addition, when
filed, the Company will provide copies of the Schedule TO and
related documents upon request free of charge to holders of its
Outstanding Notes. About Terremark Worldwide, Inc. Terremark
Worldwide, Inc. (AMEX:TWW) is a leading operator of integrated
Internet exchanges and a global provider of managed IT
infrastructure solutions for government and private sectors.
Terremark delivers its portfolio of services from seven locations
in the U.S., Europe and Latin America and from four service
aggregation and distribution locations, which aggregate network
traffic and distribute network-based services in Europe and Asia to
meet specific customer needs. Terremark's flagship facility, the
NAP of the Americas�, is the model for the carrier-neutral Internet
exchanges the company has in Santa Clara, California (NAP of the
Americas/West), in Sao Paulo, Brazil (NAP do Brasil) and in Madrid,
Spain (NAP de las Americas - Madrid). The carrier-neutral NAP of
the Americas is a state-of-the-art facility that provides exchange
point, colocation and managed services. Terremark is headquartered
at 2601 S. Bayshore Drive, 9th Floor, Miami, Florida USA,
305-856-3200. More information about Terremark Worldwide can be
found at http://www.terremark.com. Statements contained in this
press release may constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Terremark's actual results may differ materially from those
set forth in the forward-looking statements due to a number of
risks, uncertainties and other factors, as discussed in Terremark's
filings with the SEC. These factors include, without limitation,
Terremark's ability to obtain funding for its business plans,
uncertainty in the demand for Terremark's services or products and
Terremark's ability to manage its growth. Terremark does not assume
any obligation to update these forward-looking statements.
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