IR/インベスターリレーションズ
UTStarcom Commences Noteholder Consent Solicitation
ALAMEDA, Calif., July 19 /PRNewswire-FirstCall/ -- UTStarcom, Inc.
(Nasdaq: UTSI) today announced that it is soliciting consents from the holders
of its convertible subordinated notes due 2008 (CUSIP Nos. 918076AA8 and
918076AB6) (the 'Notes') to the proposed amendments and waiver pursuant to the
indenture under which the Notes were issued (the 'Indenture'). The waiver
would provide that any default or event of default that may have arisen under
the Indenture prior to and including the date the proposed waiver and the
proposed amendments become effective (the 'Effective Date') as a result of
UTStarcom's failure to timely file with the Securities and Exchange Commission
(the 'SEC'), and furnish to the trustee copies of, certain reports and other
information required to be filed by UTStarcom under the Securities Exchange
Act of 1934, as amended, and to provide the trustee with certificates of its
compliance with these filing and delivery requirements (together, the
'Reporting Covenants') be waived. The proposed amendments would provide that
any failure by UTStarcom to comply with the Reporting Covenants from and
including the Effective Date to and including the maturity date of the Notes
would not cause a default or event of default under the Indenture. The
proposed amendments would also provide that, in addition to regularly
scheduled payments of interest, the Notes would accrue Special Interest at a
rate of 9.25% per annum (representing an increase of 2.5% to the current rate
of 6.75% per annum) from the Effective Date to the maturity date of the Notes.
Holders of the Notes are referred to UTStarcom's Consent Solicitation
Statement dated July 19, 2007 and the accompanying Letter of Consent, which
are being mailed to the holders, for the detailed terms and conditions of the
consent solicitation.
UTStarcom Commences Noteholder Consent Solicitation
(Logo: http://www.newscom.com/cgi-bin/prnh/20051013/SFTH063LOGO)
As previously disclosed, UTStarcom has not yet filed with the SEC its
Quarterly Report on Form 10-Q for the quarter ended
Annual Report on Form 10-K for the fiscal year ended
its Quarterly Report on Form 10-Q for the quarter ended
(together, the 'Delayed Filings'). The trustee under the Indenture has
delivered to UTStarcom a purported notice of default, asserting that the
failure by UTStarcom to timely file the Delayed Filings with the SEC, to
provide the trustee with copies thereof, and to file with the trustee a
certificate of compliance has caused a default under the Indenture, and that
if UTStarcom does not file the Delayed Filings and deliver the certificate of
compliance prior to
does not believe it is currently in default under the Indenture. However, to
avoid the expense and uncertainty of litigation, UTStarcom has determined to
solicit consents to the proposed amendments and waiver pursuant to the
Indenture.
The record date for determining the holders who are entitled to consent is
City
(the 'Consent Date'). The proposed amendments and waiver require for
effectiveness (i) receipt of valid consents prior to the Consent Date from the
holders of a majority in aggregate principal amount of the Notes outstanding
and not owned by UTStarcom or an affiliate of UTStarcom to the proposed
amendments and waiver, which have not been properly revoked and have been
accepted by UTStarcom, (ii) receipt by the trustee of an officers' certificate
of UTStarcom that the conditions in (i) above have been satisfied, and (iii)
due execution and delivery of a second supplemental indenture, implementing
the proposed amendments. The Effective Date could occur prior to the Consent
Date.
UTStarcom has retained Global Bondholder Services Corporation to serve as
Information Agent and Tabulation Agent for the consent solicitation. Requests
for documents should be directed to Global Bondholder Services at
(866) 937-2200 or (212) 430-3774. UTStarcom has also retained Citi as
solicitation agent for the consent solicitation. Questions concerning the
terms of the consent solicitation should be directed to Citi at (800) 558-3745
or (212) 723-6106.
This announcement is not an offer to purchase or sell, a solicitation of
an offer to purchase or sell, or a solicitation of consents with respect to
any securities. The solicitation is being made solely pursuant to UTStarcom's
Consent Solicitation Statement dated
of Consent. Notwithstanding UTStarcom's intention to seek waivers, no
assurance can be given that an event of default under the Indenture will not
occur in the future.
About UTStarcom, Inc.
UTStarcom designs, manufactures and sells telecommunications
infrastructure, handsets and customer premise equipment and provides services
associated with their installation, operation, and maintenance. Its products
are sold primarily to telecommunications service providers or operators.
UTStarcom sells an extensive range of products that are designed to enable
voice, data and video services for its operator customers and consumers around
the world. While historically the vast majority of its sales have been to
service providers in
presence and currently sells its products in several other established and
emerging growth markets, which include
and Latin America,
Asia.
For more information about UTStarcom, visit UTStarcom's website at
http://www.utstar.com.
Forward-Looking Statements
This press release includes statements that disclose UTStarcom's or
management's intentions, expectations or predictions of the future, including
statements about claims of default with respect to UTStarcom's notes and
potential consequences, and these statements are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act. UTStarcom
cautions that these statements involve risks and uncertainties and other
factors that may cause results to differ materially from those anticipated at
the time such statements are made. Potential risks and uncertainties include,
among other things: (1) the results and timing of completion of internal
reviews undertaken by UTStarcom; (2) any potential restatement and filing of
previously issued financial statements and assessment of the effectiveness of
disclosure controls and procedures and internal control over financial
reporting; (3) the review and filing by UTStarcom of the Delayed Filings; (4)
the possibility that an event of default under the Indenture could occur and
that the trustee under the Indenture or the holders of 25% of the outstanding
aggregate principal amount of the Notes could declare a default or accelerate
the maturity of the Notes; (5) the possibility that the NASDAQ Listing and
Hearings Review Counsel may not grant UTStarcom's requests for additional time
to comply with its filing obligations under Nasdaq Marketplace Rule
4310(c)(14), in which case UTStarcom's common stock would be delisted from The
NASDAQ Stock Market; (6) any adverse results of lawsuits or governmental
inquiries; and (7) additional risks and uncertainties and important factors
described in UTStarcom's filings with the SEC, including its most recent
annual report on Form 10-K, its quarterly report on Form 10-Q and its current
report on Form 8-K filed
currently estimates that, as a result of the review by UTStarcom's special
committee of UTStarcom's past stock-based compensation practices and the
related potential accounting impact, a restatement of prior financial
statements will be required resulting in additional non-cash compensation and
related charges of approximately
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, no assurance can be given that its expectations will
be attained or that results will not materially differ. UTStarcom undertakes
no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise, except as
may be required by law.
SOURCE UTStarcom, Inc.