WOM S.A. ANNOUNCES THE EXTENSION OF THE EARLY PARTICIPATION DEADLINE AND EXPIRATION DEADLINE OF THE TENDER OFFER AND CONSENT SOLICITATION FOR KENBOURNE INVEST S.A.'S OUTSTANDING U.S.$510,000,000 6 7/8% SENIOR NOTES DUE 2024 AND U.S.$435,000,000 4.7% SENIOR NOTES DUE 2028 AND THE AMENDMENT OF THE PROPOSALS

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).  PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE OFFEROR, THE ISSUER, THE DEALER MANAGER AND SOLICITATION AGENT, AND THE TENDER AND TABULATION AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

SANTIAGO, Chile, Oct. 4, 2022 /PRNewswire/ -- WOM S.A. (the "Offeror") today announces the extension of the Early Participation Deadline (as defined in a tender offer and consent solicitation memorandum dated August 26, 2022 (the "Tender Offer and Consent Solicitation Memorandum")) for its previously announced invitation to eligible holders of Kenbourne Invest S.A.'s (the "Issuer") outstanding 6 ⁷/₈% Senior Notes due 2024 (the "2024 Notes") and 4.7% Senior Notes due 2028 (the "2028 Notes" and together with the 2024 Notes, the "Notes") to tender for cash such Notes, (such invitation, the "Tender Offers"), provided that the Offeror will only accept for purchase up to an aggregate maximum principal amount of the Notes validly tendered and not validly withdrawn equal to US$270.0 million (the "Aggregate Maximum Tender Amount"), and the amendment and restatement of the terms of its previously announced solicitation of consents to certain proposed amendments (the "Proposals", and together with the Tender Offers, the "Offers") to the relevant indentures governing the Notes, as set forth in the attached Schedule 1 to this announcement.  In connection with the restated Proposals, the Offeror further announces an increase to the Early Tender Payment per US$1,000 principal amount of relevant Notes, as set forth in the table below.

The restated Proposals reflect the terms of an executed agreement (the "Support Agreement") between the Issuer, the Offeror and a representative committee of holders (the "Committee") representing 37.6% and 37.7% of the outstanding principal amount of each of the 2024 Notes and 2028 Notes, respectively. The Support Agreement is a binding agreement between the aforementioned parties and includes a commitment, subject to commercially reasonable and customary conditions, to deliver consents to the Proposals of the amended and restated Offers. As of October 3, 2022, consents had been delivered representing 26.0% and 17.8% of each of the 2024 Notes and 2028 Notes, respectively, from Noteholders not represented in the Committee.  The Offeror has extended the Early Participation Deadline to provide (x) members of the Committee and all other Noteholders additional time to deliver their consents and tender their Notes to the Proposals, either through a Tender Instruction, which will constitute a deemed consent, or a Consent Only Instruction, transmitted through their broker, dealer, commercial bank, custodian, trust company or other nominee or intermediary or clearing system (including any Clearing System), and (y) Noteholders who have delivered a Tender Instruction or a Consent Only Instruction prior to the date hereof, a meaningful opportunity to withdraw any tenders or revoke any consents already given pursuant to the Tender Offer and Consent Memorandum.  No withdrawal rights or revocations will be permitted following 5:00 p.m., October 11, 2022 (the "Withdrawal Deadline").  For the avoidance of doubt, a Noteholder may only withdraw the instruction it had submitted prior to the date hereof, and the proper withdrawal of any previously submitted Tender Instruction will constitute a withdrawal of both the Noteholder's tender as well as the deemed consent of its Notes and similarly, any consent delivered in connection with a Noteholder's previously submitted Tender Instruction cannot be withdrawn without also withdrawing the associated tender. The Offeror will determine all questions as to the form and validity (including time of receipt) of any notice of withdrawal of a Tender Instruction or a Consent Only Instruction, in our sole discretion, which determination shall be final and binding. None of the Offeror, Dealer Manager and Solicitation Agent, the Tender and Tabulation Agent, the Trustee, the Notes Agents or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal of a tender or incur any liability for failure to give any such notification.

The amended and restated Proposals, as set forth in detail in the attached Schedule 1, make the following changes to the initial Proposals: (i) addition of a waiver to Section 4.10(b) (Asset Sales) of the Indentures to permit the Parent to apply the net asset sale proceeds from the Towers Sale (as described in the Tender Offer and Consent Solicitation Memorandum) to purchase Notes below par up to a total amount of US$300 million, (ii) removal of all proposed changes to the Issuer's accounting standards (by removing the proposed changes to provide the Issuer with the option to calculate the financial covenants and ratios on a pre-IFRS 16 basis or on a US GAAP basis), (iii) removal of the proposed changes to the asset sale covenant (except as set for in the preceding item (i)) or the leverage-based permitted payment and (iv) removal of all initial changes to Section 4.07 (Restricted Payments) of the Indentures, and instead to provide for an additional Restricted Payments basket of US$116.0 million; each as more fully set forth in the attached Schedule 1 to this announcement.

The Offeror reserves the right (in its sole and absolute discretion), but is under no obligation, to increase or decrease the Aggregate Maximum Tender Amount, the 2024 Notes Sublimit or the 2028 Notes Sublimit (each as defined in the Tender Offer and Consent Solicitation Memorandum).  The Early Tender Payment will not be paid with respect to any Notes for which a valid Tender Instruction is received after the new Early Participation Deadline, and no Consent Payment will be made to any Noteholder who tenders their Notes after the Early Participation Deadline, unless they have submitted and not withdrawn a valid Consent Only Instruction prior to such date.  In all cases, Noteholders whose Notes are accepted for purchase will also receive Accrued Interest on such Notes as further described in the Tender Offer and Consent Solicitation Memorandum.  Any Notes tendered in the Tender Offers will be subject to proration and scaling by the Proration Factor and the Notes Sublimit Reallocation, in each case, as set forth in the Tender Offer and Consent Solicitation Memorandum; however, the Consent Payment will be payable regardless of whether or not the Notes associated with such consents delivered via a Tender Instruction will be prorated or not.

The Offeror's obligation to accept and pay for Notes validly tendered in the Offers remains subject to satisfaction or waiver of the conditions described in the Tender Offer and Consent Solicitation Memorandum.  Previously tendered Notes or consents may be withdrawn in connection with the restated Proposals, however no withdrawals will be accepted following the Withdrawal Deadline. A Noteholder may only submit a Consent Only Instruction prior to the Early Participation Deadline to consent to the Proposals without providing a Tender Instruction.  No consideration will be paid in connection with any Tender Instruction or Consent Only Instruction properly withdrawn prior to the new Early Participation Deadline. 

The Offeror commenced the Offers on August 26, 2022. The new Early Participation Deadline, unless extended or earlier terminated by the Offeror, will be 5:00 p.m., October 13, 2022 for each series of Notes. The settlement of each of the Offers and the payment of the associated consideration (subject to the right of the Offeror to extend, re-open, amend and/or terminate the relevant Offer(s), in its sole and absolute discretion) is expected to take place on the second business day following the Early Participation Deadline and the Expiration Deadline, as applicable. All other terms and conditions of the Offers, as previously announced and described in the Tender Offer and Consent Solicitation Memorandum, remain unchanged.

The following table sets forth certain key events of the Offers, as extended. Further information may be found in the Tender Offer and Consent Solicitation Memorandum:

The Offers are being conducted pursuant to the Tender Offer and Consent Solicitation Memorandum, the announcement dated August 26, 2022, this announcement and the Offeror's other press releases used in the Offers. This announcement does not contain the full terms and conditions of the Offers, which are contained in the Tender Offer and Consent Solicitation Memorandum. Noteholders are advised to read carefully the Tender Offer and Consent Solicitation Memorandum for full details of, and important information with respect to, among other things, the terms and conditions of the Offers, certain significant considerations for Noteholders, offer restrictions, representations, warranties and undertakings, and the procedures for participating in the Offers. Capitalized terms used in this announcement but not defined herein shall have the meanings given to them in the Tender Offer and Consent Solicitation Memorandum. A copy of the Tender Offer and Consent Solicitation Memorandum is available to eligible persons upon request from the Tender and Tabulation Agent.

J.P. Morgan Securities LLC is acting as Dealer Manager and Solicitation Agent for the Offers (the "Dealer Manager and Solicitation Agent") and D.F. King & Co., Inc. is acting as Tender and Tabulation Agent (the "Tender and Tabulation Agent").

Questions and requests for assistance in connection with the Offers may be directed to the Dealer Manager and Solicitation Agent.

THE DEALER MANAGER AND SOLICITATION AGENT

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
United States of America
Attn: Latin America Debt Capital Markets
U.S. Toll Free: +1 (866) 846-2874
Collect: +1 (212) 834-7279

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender and Tabulation Agent.

THE TENDER AND TABULATION AGENT

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Attn: Michael Horthman

By Facsimile (For Eligible Institutions Only): +1 (212) 709-3328
Attn: Michael Horthman

Banks and Brokers call: +1 (212) 269-5550  (collect)
All others call toll-free: +1 (866) 388-7535
E-mail: [email protected] 

DISCLAIMER This announcement must be read in conjunction with the Tender Offer and Consent Solicitation Memorandum.  This announcement and the Tender Offer and Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. Before participating in the Offers, Noteholders are recommended to seek their own financial or legal advice from their stockbroker, bank manager, legal adviser, accountant or other independent financial or legal adviser.  Noteholders whose Notes are held on their behalf by a broker, dealer, commercial bank, custodian, trust company or other nominee or intermediary or clearing system (including any Clearing System) must contact such entity if they wish to tender Notes in the relevant Tender Offer and/or participate in the relevant Proposal.   

In accordance with normal practice, none of the Dealer Manager and Solicitation Agent, the Tender and Tabulation Agent, the Trustee, the Notes Agents, the Offeror nor any of their respective directors, officers, employees or affiliates express any view or opinion on the merits of, or makes any representation or recommendation whatsoever regarding this announcement, the Tender Offer and Consent Solicitation Memorandum, the Offers or makes any recommendation as to whether Noteholders should tender Notes in the Tender Offers or otherwise participate in the Offers.

None of the Dealer Manager and Solicitation Agent, the Tender and Tabulation Agent (or any of their respective directors, employees or affiliates) assumes any responsibility for the accuracy or completeness of the information concerning the Offeror, the Notes, or the Offers contained in this announcement or in the Tender Offer and Consent Solicitation Memorandum.  None of the Dealer Manager and Solicitation Agent, the Tender and Tabulation Agent (or any of their respective directors, employees or affiliates) is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers, and accordingly none of the Dealer Manager and Solicitation Agent, the Tender and Tabulation Agent (or any of their respective directors, employees or affiliates) assumes any responsibility for any failure by the Offeror to disclose information with regard to the Offeror or the Notes which is material in the context of the Offers and which is not otherwise publicly available.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer and Consent Solicitation Memorandum constitute an invitation to participate in the Offers to or from any person located or resident in any jurisdiction where it is unlawful to make such invitation or for there to be such participation under applicable securities or other laws.  In certain jurisdictions, the distribution of the Tender Offer and Consent Solicitation Memorandum may be restricted by law.  Persons into whose possession the Tender Offer and Consent Solicitation Memorandum comes are required by the Offeror, the Dealer Manager and Solicitation Agent and the Tender and Tabulation Agent to inform themselves about and to observe any such restrictions.

General

Neither this announcement nor the Tender Offer and Consent Solicitation Memorandum constitute an offer to purchase, or the solicitation of an offer to tender or sell, or to exercise any voting or consent rights with respect to any, Notes to or from, or by, any person located or resident in any jurisdiction where such offer or solicitation is unlawful, and tenders of Notes by Noteholders originating from any jurisdiction in which such offer or solicitation is unlawful will be rejected.  The Offers are not being made, directly or indirectly, in any jurisdiction where to do so would impose any obligations on the Offeror in such jurisdiction, including any requirement to qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction, file any general consent to service of process in any such jurisdiction, subject itself to taxation in any such jurisdiction if it is not otherwise so subject, make any filing with any regulatory body in any such jurisdiction or otherwise have any document approved by, or submitted to, any regulating body in such jurisdiction, in each case in relation to the Offers and the Proposals. In those jurisdictions where the securities laws or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Manager and Solicitation Agent or any of its affiliates is such a licensed broker or dealer in such jurisdiction, the Offers shall be deemed to be made on behalf of the Offeror by such Dealer Manager and Solicitation Agent or affiliate (as the case may be) in such jurisdiction and the Offers are not made in any such jurisdiction where either the Dealer Manager and Solicitation Agent or any of its affiliates is not licensed.  Neither the delivery of the Tender Offer and Consent Solicitation Memorandum nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the affairs of the Offeror since the date hereof, or that the information herein is correct as of any time subsequent to the date hereof.

Each Noteholder participating in the Offers will be deemed to give certain representations with respect to the jurisdictions referred to below, and generally, on submission of Notes for tender in the Tender Offers and submission of consent to the Proposals.  Any tender of Notes for purchase pursuant to the Offers from a Noteholder that is unable to make these representations will be rejected.  Each of the Offeror, the Dealer Manager and Solicitation Agent and the Tender and Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offers, or submission of consent to the Proposals, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender will be rejected. 

United Kingdom

The communication of this announcement, the Tender Offer and Consent Solicitation Memorandum and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA").  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.  The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (ii) persons who fall within Article 43(2) of the Financial Promotion Order; or (iii) any other persons to whom these documents and/or materials may lawfully be provided.  Any investment or investment activity to which the Tender Offer and Consent Solicitation Memorandum relates is available only to such persons or will be engaged in only with such persons and other persons should not rely on it.

European Economic Area (EEA)

In any European Economic Area (EEA) Member State (the "Relevant State"), the Offers are only addressed to and are only directed at qualified investors in that Relevant State within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended (the "Prospectus Regulation").

Each person in a Relevant State who receives any communication with respect to the Offers contemplated in the Tender Offer and Consent Solicitation Memorandum will be deemed to have represented, warranted and agreed to and with the Dealer Manager and Solicitation Agent and the Offeror that it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.

Luxembourg

The terms and conditions relating to this announcement and the Tender Offer and Consent Solicitation Memorandum have not been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering in the Grand Duchy of Luxembourg ("Luxembourg"). Accordingly, the Offers may not be made to the public in Luxembourg, directly or indirectly, and none of the Tender Offer and Consent Solicitation Memorandum or any other prospectus, form of application, advertisement or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities.

Chile

The terms and conditions relating to the Tender Offer and Consent Solicitation Memorandum have not been approved by and will not be submitted for approval to the Chilean Financial Market Commission (Comisión para el Mercado Financiero) for purposes of public offering in Chile. Therefore, the Offers may not be made to the general public in Chile, directly or indirectly, and none of the Tender Offer and Consent Solicitation Memorandum or any other prospectus, form of application, advertisement or other material may be distributed, or otherwise made available in or from, or published in, Chile except in circumstances which do not constitute a public offer of securities to the public according to General Rule No. 336 of the Financial Market Commission.

Schedule 1

PROPOSED AMENDMENTS AND WAIVER

Set forth below is the amended and restated text of the Proposed Amendments for which a Tender Instruction or a Consent Only Instruction is being sought pursuant to the Tender Offer and Consent Solicitation Memorandum.  Noteholders should carefully consider the factors set forth below as well as the other information set forth in this Tender Offer and Consent Solicitation Memorandum prior to delivering a Tender Instruction or a Consent Only Instruction.  The following statements relating to the Supplemental Indentures are summaries that do not purport to be complete.  The Proposed Amendments will be contained in the Supplemental Indentures and related documents.

Upon delivery of a consent by a Noteholder pursuant to a Tender Instruction or a Consent Only Instruction in accordance with the terms and conditions set out herein, such Holder will be deemed to have delivered a consent to all (and not only some) of the Proposed Amendments.

Unless the context requires otherwise, capitalized terms defined in the relevant Indenture and used but not defined herein have the meaning set forth in the Indenture. 

Proposed Amendments

Each of the 2024 Indenture and the 2028 Indenture will contain an Article I (Amendments to the Indenture) which shall provide as follows:

Proposed Waiver

The proposed waiver is applicable to each of the 2024 Indenture and the 2028 Indenture and its respective covenants and provisions.  The proposed waiver will become operative upon the signing of the relevant Supplemental Indenture. 

The following text does not restate the Indentures to reflect the effectiveness of the proposed waiver if the proposed waiver is adopted.  Each of the Indentures currently states that the consent of the Noteholders is not necessary under the Indentures to approve the particular form of any proposed waiver and it is sufficient if such consent approves the substance of the proposed waiver.

The proposed waiver is as follows:

"Up to US$300 million of the proceeds of any Phoenix Towers Sale may be applied in the prepayment, repayment, redemption, or purchase (including through open market purchases, voluntary tender offers or privately negotiated transactions at market prices) any Notes or any Pari Passu Indebtedness, including, without limitation, to effect the transactions described in this Tender Offer and Consent Solicitation Memorandum, and upon such application shall be considered an application or investment that has been made in compliance with Section 4.10(b) of the Indentures, and any other non-compliance with Section 4.10(b) that would otherwise result therefrom is hereby waived.

"Phoenix Towers Sale" means any sale of WOM S.A.'s towers and other related towers assets to Phoenix Tower International Chile SpA as contemplated under the asset purchase agreement dated July 1, 2022."

General

Pursuant to Section 11 of each Global Note, with effect on and from the date of the relevant Supplemental Indenture, and subject to becoming operative pursuant to the terms of the relevant Supplemental Indenture, each Global Note shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Indenture, as amended by the relevant Supplemental Indenture. To the extent of any conflict between the terms of any such Note and the terms of the relevant Indenture, as amended by the corresponding Supplemental Indenture, the terms of the relevant Indenture, as supplemented by the corresponding Supplement Indenture, shall govern and be controlling.

SOURCE WOM S.A.