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UTStarcom Amends Noteholder Consent Solicitation
ALAMEDA, Calif., July 25 /PRNewswire-FirstCall/ -- UTStarcom, Inc.
(Nasdaq: UTSI) previously announced that it is soliciting consents from the
holders of its convertible subordinated notes due 2008 (CUSIP Nos. 918076AA8
and 918076AB6) (the 'Notes') to certain proposed amendments and a waiver
pursuant to the indenture under which the Notes were issued (the 'Indenture').
UTStarcom announced today that it is amending the terms of the consent
solicitation, including to modify the proposed amendment as follows: Under the
modified proposed amendment, the period during which a failure by UTStarcom 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') would not cause a default or event of default, would be limited to
the period from and including the date the proposed amendments and waiver
become effective (the 'Effective Date') to 5:30 p.m.New York City time, on
October 15, 2007 (the 'Expiration Date'). Any default that would have been
deemed to have occurred prior to the Expiration Date and would be deemed to
remain uncured and be continuing, in each case, without regard to the proposed
amendments, would be deemed to have occurred on the Expiration Date. The
modified proposed amendments would also increase the Special Interest on the
Notes to a rate of 10% per annum (representing an increase of 3.25% to the
current rate of 6.75% per annum), and would provide that the Notes accrue
Special Interest, in addition to regularly scheduled payments of interest,
from and including the Effective Date until the notes are paid, converted,
redeemed, repurchased or otherwise cease to be outstanding. UTStarcom is also
seeking consents to a waiver under the Indenture of any default or events of
default that may have occurred or may occur prior to the Effective Date as a
result of a failure by UTStarcom to comply with the Reporting Covenants. The
proposed waiver is not being modified by the amendment of the consent
solicitation. Holders of the Notes are referred to UTStarcom's Consent
Solicitation Statement dated July 19, 2007, the Supplement thereto, dated July
25, 2007, and the accompanying Letter of Consent, mailed to the holders, for
the detailed terms and conditions of the consent solicitation.
UTStarcom Amends Noteholder Consent Solicitation
(Logo: http://www.newscom.com/cgi-bin/prnh/20051013/SFTH063LOGO )
The record date for determining the holders who are entitled to consent is
time, on
Holders having delivered consents prior to
consent pursuant to the amended terms of the consent solicitation need not
take further action.
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
dated
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
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) the previously announced restatement of
previously issued financial statements and assessment of the effectiveness of
disclosure controls and procedures and internal control over financial
reporting described below; (3) the review and filing by UTStarcom of its
Quarterly Report on Form 10-Q for the period ended
Annual Report on Form 10-K for the fiscal year ended
its Quarterly Report on Form 10-Q for the period ended
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 most recent quarterly report on Form 10-Q, its
current report on Form 8-K filed
Item 8.01 in its quarterly report on Form 8-K filed
previously disclosed, UTStarcom 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
million
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.