#Mexico #Mexico City #Total Play #Telecomunicaciones #New Notes

Total Play Launches Exchange Offer and Consent Solicitation

Total Play Telecomunicaciones, S.A.P.I. de C.V., one of Mexico's leading telecommunications providers, has initiated an exchange offer that aims to enhance its debt profile and provide greater financial flexibility. This strategic move is primarily focused on its outstanding 6.375% Senior Notes that are due in 2028. In exchange for existing notes, Total Play is offering newly issued 11.125% Senior Secured Notes set to mature in 2032, alongside a cash payment for each tendered note.

Overview of the Exchange Offer

Effective from January 7, 2025, Total Play's exchange offer will last until 5:00 PM (New York City time) on February 6, 2025, unless extended. Eligible holders of the existing notes who partake in this offer will be able to obtain a cash payment of U.S. $450 for every U.S. $1,000 worth of existing notes they exchange. This offer is designed to not only appeal to current noteholders but also to strengthen the financial standing of Total Play by revamping its outstanding debt.

For those who submit their exchange orders before the Early Tender Date (January 22, 2025), they will be eligible for what’s termed the Early Tender Consideration. This includes a significant incentive of receiving new notes and increased principal amounts. Late tenders submitted post this date, but by the expiration date, will qualify for slightly lower benefits.

Proposed Amendments

Along with the exchange offer, Total Play is simultaneously soliciting consent from existing noteholders to approve certain proposed amendments to the indenture related to these notes. These amendments include the removal of numerous restrictive covenants and certain events of default. This provision requires the approval of at least a majority of existing noteholders and could foster a more accommodating financial environment for Total Play moving forward.

Financial Security for New Notes

The newly issued notes will come with robust collateral backing, including the Fiber Trust and a Debt Service Reserve Account, ensuring security for investors. Additionally, these new notes will bear a higher interest rate of 11.125% annually, payable quarterly, offering a lucrative return on investment compared to the prior notes.

Total Play is also permitted to redeem up to 40% of the new notes at a premium before July 1, 2028, which allows for further financial maneuverability should the opportunity arise from future equity offerings.

Conclusion

With this strategic exchange offer, Total Play is aiming to not only improve its debt position but also to foster long-term growth and stability in its operations. By gaining approval for the proposed amendments and transitioning to these new notes, the company seeks to enhance its appeal to investors and secure a more favorable outlook in the competitive telecommunications market in Mexico.

Eligible holders are encouraged to review the detailed offer documents and engage with the dealer managers for any assistance regarding their participation in this opportunity. Given the potential benefits associated with the exchange, those interested should act promptly to capitalize on this offer before the set deadlines.