Terremark Worldwide, Inc. announced today that it is soliciting consents
from holders of its outstanding 6.625% Senior Convertible Notes due 2013
to approve an amendment to the indenture relating to the Notes that
would remove the Company’s obligation to provide the trustee under the
Indenture with copies of certain reports it files with the Securities
and Exchange Commission and in the event that Terremark is no longer
required to file reports with the SEC, to provide the Trustee and each
holder of Notes with financial statements and other information relating
to Terremark and, upon request, to provide the information required
under Rule 144A(d)(4) of the Securities Act of 1933, as amended. The
proposed amendment would become operative only following the direct or
indirect acquisition by Verizon Communications Inc. of a majority of the
shares of common stock of Terremark then outstanding determined on a
fully-diluted basis.
Verizon previously announced on February 10, 2011 that, pursuant to an
Agreement and Plan of Merger dated January 27, 2011, by and among
Terremark, Verizon and Verizon Holdings Inc., a wholly owned subsidiary
of Verizon, Verizon Holdings Inc. had commenced a tender offer for all
outstanding shares of common stock of Terremark.
Consenting holders are being offered a fee of $5.00 per $1,000 principal
amount of Notes for consenting to the proposed amendment. Adoption of
the proposed amendment requires the consent of holders of at least a
majority of the outstanding aggregate principal amount of the Notes. The
aggregate outstanding principal amount of the Notes as of February 9,
2011 was $57,192,000. Goldman, Sachs & Co. is acting as Solicitation
Agent for the Consent Solicitation.
The Consent Solicitation will expire at 5:00 p.m., New York City time,
on February 28, 2011, unless extended by the Company. Only holders of
record of the Notes as of 5:00 p.m., New York City time, on February 9,
2011, are eligible to deliver consents to the proposed amendment in the
Consent Solicitation.
Payment of the consent fee is conditioned upon, among other things, the
receipt of the requisite consents at or prior to the Expiration Date,
the entering into of a supplemental indenture in order to document the
amendment to the Indenture, the consummation of the Verizon Acquisition,
and certain other conditions set forth in the Consent Solicitation
Statement, dated February 14, 2011, and the related Consent Form. The
consent fee will be paid promptly following the Verizon Acquisition and
satisfaction of the other conditions described above.
Consents with respect to the Notes may not be revoked after the time and
date on which the requisite consents are received by the Company and the
Company enters into a supplemental indenture. The Consent Solicitation
does not affect the ability of a holder to convert its Notes pursuant to
the terms of the Indenture or any other rights of the holder under the
Indenture following a Change of Control (as defined in the Indenture).
The Consent Solicitation is being made solely on the terms and subject
to the conditions set forth in the Consent Documents. The Consent
Solicitation is conditioned upon the receipt of the requisite consents
on or prior to the Expiration Date and certain other conditions set
forth in the Consent Solicitation Statement. However, in no event will
the proposed amendment become operative until the consummation of the
Verizon Acquisition as described above.
The Consent Solicitation presents risk for holders who consent, as set
forth more fully in the Consent Solicitation Statement. That document
contains important information, and holders should read it carefully
before making any decision.
Copies of the Consent Documents and other related documents may be
obtained from Georgeson Inc., the Information Agent, at (877) 278-4751
(toll free). Holders of the Notes are urged to review the Consent
Documents for the detailed terms of the Consent Solicitation and the
procedures for consenting to the proposed amendment. Any persons with
questions regarding the Consent Solicitation should contact the
Solicitation Agent, Goldman, Sachs & Co., at (212) 902-5183 (collect) or
(800) 828-3182 (toll free).
This announcement is for information purposes only and is neither an
offer to sell nor a solicitation of an offer to buy any security. This
announcement is also not a solicitation of consents with respect to the
proposed amendment or any securities. No recommendation is being made as
to whether holders of Notes should consent to the proposed amendments.
The solicitation of consents is not being made in any jurisdiction in
which, or to or from any person to or from whom, it is unlawful to make
such solicitation under applicable state or foreign securities or "blue
sky" laws.
Additional Information and Where to Find It
This press release is not an offer to purchase nor a solicitation of an
offer to sell securities. Verizon’s tender offer for shares of
Terremark’s common stock commenced on February 10, 2011, and, in
connection with the offer, Verizon caused a new subsidiary, Verizon
Holdings Inc., to file a tender offer statement on Schedule TO with the
Securities and Exchange Commission (the "SEC”). Terremark stockholders
are strongly advised to read the tender offer statement (including the
offer to purchase, letter of transmittal and related tender offer
documents) and the related solicitation/recommendation statement on
Schedule 14D-9 filed by Terremark with the SEC because they contain
important information about the proposed transaction. These documents
are available at no charge on the SEC’s website at www.sec.gov.
In addition, a copy of the offer to purchase, letter of transmittal and
certain other related tender offer documents may be obtained free of
charge by directing a request to Verizon at 212-395-1525. A copy of the
tender offer statement and the solicitation/recommendation statement are
also available to all stockholders of Terremark by contacting
Terremark’s Investor Relations at 305-961-3109 or hblankenbaker@terremark.com.
This communication may be deemed to be solicitation material in respect
of the proposed acquisition of Terremark by Verizon. In connection with
the proposed acquisition, Terremark intends to file relevant materials
with the SEC, including Terremark’s proxy statement in preliminary and
definitive form. Terremark stockholders are strongly advised to read all
relevant documents filed with the SEC, including Terremark’s definitive
proxy statement, because they will contain important information about
the proposed transaction. These documents will be available at no charge
on the SEC’s website at www.sec.gov.
In addition, documents will also be available for free from Terremark by
contacting Terremark’s Investor Relations at 305-860-7822 or hblankenbaker@terremark.com.
Participants in Solicitation
Verizon and its directors and executive officers, and Terremark and its
directors and executive officers, may be deemed to be participants in
the solicitation of proxies from the holders of Terremark common stock
in respect of the proposed transaction. Information about the directors
and executive officers of Verizon is set forth in the proxy statement
for Verizon’s 2010 Annual Meeting of Stockholders, which was filed with
the SEC on March 22, 2010. Information about the directors and executive
officers of Terremark is set forth in the proxy statement for
Terremark’s 2010 Annual Meeting of Stockholders, which was filed with
the SEC on June 17, 2010. Investors may obtain additional information
regarding the interest of such participants by reading the definitive
proxy statement regarding the acquisition when it becomes available.
Certain statements in this communication regarding the proposed
transaction between Verizon and Terremark and any other statements
regarding Terremark’s future expectations, beliefs, goals or prospects
constitute forward-looking statements. Any statements that are not
statements of historical fact (including statements containing the words
"believes," "plans," "anticipates," "expects," "estimates" and similar
expressions) should also be considered forward-looking statements. A
number of important factors could cause actual results or events to
differ materially from those indicated by such forward-looking
statements. Terremark assumes no obligation to update the information in
this communication, except as otherwise required by law. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof. This press release is
neither an offer to sell nor the solicitation of an offer to buy the
notes or any other securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which, or to any persons to
whom, such an offer, solicitation or sale is unlawful.
