UTStarcom Commences Noteholder Consent Solicitation
ALAMEDA, Calif., Dec. 22 /PRNewswire-FirstCall/ -- UTStarcom, Inc.
(Nasdaq: UTSI), a global leader in IP-based, end-to-end networking solutions
and services, today announced that it is soliciting consents from the holders
of its 7/8% convertible subordinated notes due 2008 (CUSIP Nos. 918076AA8 and
918076AB6). UTStarcom is seeking consents to proposed amendments of certain
provisions of the indenture pursuant to which the notes were issued and a
waiver of rights to pursue remedies available under the indenture with respect
to certain defaults thereunder. The consent solicitation is expected to expire
at 5:00 p.m., New York City time, on Friday, Jan. 5, 2007, unless extended to
a later time or date or terminated early (the 'Expiration Date').
(Logo: http://www.newscom.com/cgi-bin/prnh/20051013/SFTH063LOGO )
As previously disclosed, UTStarcom has not yet filed with the Securities
and Exchange Commission its Quarterly Report on Form 10-Q for the quarter
ended
constitutes a default under the indenture and has given UTStarcom a notice of
default. UTStarcom believes that the notice of default is invalid and without
merit, in part because the indenture does not specify a time period within
which UTStarcom must file its report with the SEC. However, for the time
being, UTStarcom has determined to solicit consents to proposed amendments to
the indenture that would give UTStarcom until
become current in its reporting obligations and a waiver of rights to pursue
remedies available under the indenture with respect to any purported default
caused by its delay in filing SEC reports or by its failure to deliver certain
compliance certificates to the trustee concerning its compliance with the
provisions of the Indenture.
Holders of record as of
2006
Expiration Date, will receive a consent fee of
among all consenting noteholders.
The effectiveness of the proposed amendments and waiver and the payment of
the consent fee is subject to the receipt of valid consents that are not
revoked in respect of at least a majority of the aggregate principal amount
outstanding of the notes. Holders of the notes may revoke their consents at
any time before the proposed amendments and waiver become effective, but upon
receipt by UTStarcom of the consents of a majority of holders of the notes and
evidence of such receipt provided to the trustee the waiver will become
effective, a supplemental indenture setting forth the amendments will be
executed and consents may no longer be revoked unless UTStarcom fails to pay
holders the consent fee.
Citigroup Global Markets Inc. is serving as the solicitation agent for the
consent solicitation. Questions regarding the consent solicitation may be
directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or
(212) 723-6106. The information agent for the consent solicitation is Global
Bondholder Services Corporation. Requests for copies of the Consent
Solicitation Statement and related documents may be directed to Global
Bondholder Services Corporation at (866) 794-2200 (toll- free) or (212) 430-
3774.
This announcement is not an offer to purchase, a solicitation of an offer
to purchase or a solicitation of consents with respect to the notes nor is
this announcement an offer to sell or a solicitation of an offer to purchase
new securities. The consent solicitation is made solely by means of the
Consent Solicitation Statement dated
Consent Form.
About UTStarcom, Inc.
UTStarcom is a global leader in IP-based, end-to-end networking solutions
and international service and support. The company sells its broadband,
wireless, and handset solutions to operators in both emerging and established
telecommunications markets around the world. UTStarcom enables its customers
to rapidly deploy revenue-generating access services using their existing
infrastructure, while providing a migration path to cost-efficient, end-to-end
IP networks. Founded in 1991 and headquartered in Alameda, California, the
company has research and design operations in the
For more information about UTStarcom, visit the company's Web site at
www.utstar.com.
Legal Notice Regarding 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. In addition, potential risks and
uncertainties include, among other things: (1) the results of the review of
UTStarcom's historical stock-based compensation practices and the related
potential accounting impact; (2) the timing of the completion of such review
by the special committee of UTStarcom's Board of Directors and the independent
outside legal counsel engaged by the committee to conduct the review; (3) 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; (4) the review and filing of
UTStarcom's Form 10-Q for the fiscal quarter ended
possibility that the occurrence of an event of default under the indenture
could cause acceleration of repayment of the entire principal amounts and
accrued interest on the notes; (6) the possibility that the NASDAQ Listing
Qualifications Panel may not grant UTStarcom's request for an extension to
regain compliance with NASDAQ listing qualifications or UTStarcom's failure to
regain compliance within any extension period that is granted, in which case
UTStarcom's common stock would be delisted from The NASDAQ Stock Market; (7)
any adverse results of lawsuits or governmental inquiries; and (8) additional
risks and uncertainties and important factors described in UTStarcom's filings
with the SEC, including our most recent annual report on Form 10-K. There can
be no assurance that the outcome of the review by UTStarcom's special
committee of UTStarcom's past stock-based compensation practices and the
related potential accounting impact will not result in a restatement of
financial results provided by the company for any historical period. Although
we believe the expectations reflected in such forward-looking statements are
based upon reasonable assumptions, we can give no assurance that our
expectations will be attained or that results will not materially differ. We
undertake 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.