Terremark (AMEX:TWW)
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From May 2019 to May 2024
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.