UTStarcom Amends Noteholder Consent Solicitation
ALAMEDA, Calif., Jan. 8 /PRNewswire-FirstCall/ -- UTStarcom, Inc.
(Nasdaq: UTSI) previously announced that it is soliciting consents from the
holders (the 'Holders') of its 7/8% convertible subordinated notes due 2008
(CUSIP Nos. 918076AA8 and 918076AB6) (the 'Notes') to proposed amendments (the
'Proposed Amendments') of certain provisions of the indenture pursuant to
which the Notes were issued (the 'Indenture') and a temporary waiver (the
'Proposed Waiver') of rights to pursue remedies available under the Indenture
with respect to certain defaults thereunder (the 'Original Consent
Solicitation').
(Logo: http://www.newscom.com/cgi-bin/prnh/20051013/SFTH063LOGO )
UTStarcom announced today that is amending the terms of the Original
Consent Solicitation to extend the date the consent solicitation expires, (as
such date may be further extended to a later time or date or terminated early,
the 'Consent Date') to
Original Consent Solicitation was previously scheduled to expire at
In addition, UTStarcom is modifying the terms of the consent solicitation
as further described in a supplemental consent solicitation statement (the
'Supplemental Consent Solicitation Statement'), dated
of which are available from the Information Agent (listed below).
Under the terms of the Supplemental Consent Solicitation Statement (as
such modifies the Original Consent Solicitation, the 'Consent Solicitation'):
* If UTStarcom receives the requisite consents from Holders, UTStarcom will, upon the terms and subject to the conditions described in the Supplemental Consent Solicitation Statement, pay an additional 6.75% per annum (payable semi-annually) in special interest on the Notes (the 'Special Interest') from and after the date the Proposed Amendments become effective to the maturity date of the Notes, unless the Notes are earlier repurchased or converted. Special Interest will be due in addition to and subject to the same conditions as other payments of interest provided for in the Indenture. The Proposed Amendments will become effective through the execution of a supplemental indenture to the Indenture (the 'Supplemental Indenture'). * The Consent Fee (as defined in the Original Consent Solicitation) has been eliminated.
Consents previously delivered may be revoked prior to the Consent Date.
After the Consent Date, such consents, if validly delivered (and not properly
revoked), will be included in determining whether the requisite consents to
the Proposed Amendments and the Proposed Waiver from Holders have been
received. Holders having previously validly delivered (and not revoked)
consents with respect to certain Notes need take no further action in order to
deliver their consent with respect to such Notes.
Holders having not previously delivered consents with respect to certain
Notes and desiring to consent with respect to such Notes must deliver an
amended letter of consent, as provided with the Supplemental Consent
Solicitation Statement (the 'Amended Letter of Consent') in accordance with
the terms contained in the Supplemental Consent Solicitation Statement and the
Amended Letter of Consent.
UTStarcom has issued a Supplemental Consent Solicitation Statement that
reflects the foregoing changes. The Supplemental Consent Solicitation
Statement is available for review by all Holders and may be obtained from the
Information Agent. UTStarcom advises all Holders to review the section
entitled 'Certain
been amended to reflect important considerations respecting the U.S. federal
income tax consequences of the Consent Solicitation as currently structured.
UTStarcom reserves the right, in its sole discretion, to further amend the
Consent Solicitation or further extend the Consent Date.
Citigroup Corporate and Investment Banking is serving as the solicitation
agent for the consent solicitation. Questions regarding the Consent
Solicitation may be directed to Citigroup Corporate and Investment Banking 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 Supplemental Consent Solicitation Statement and related
documents may be directed to Global Bondholder Services Corporation at
(866) 937-2200 (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
restated by the Supplemental Consent Solicitation Statement, dated
2007
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.
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 .
SOURCE UTStarcom, Inc.