Telefónica Celular del Paraguay S.A. Commences Tender Offer For Any And All Of Its 6.750% Senior Notes Due 2022

FERNANDO DE LA MORA, Paraguay, March 27, 2019 /PRNewswire/ -- Telefónica Celular del Paraguay S.A. ("Telecel", the "Company" or "we") today announced that it has commenced a cash tender offer, on the terms and subject to the conditions set forth in the Company's Offer to Purchase dated March 27, 2019 (the "Offer to Purchase"), for any and all of its outstanding 6.750% Senior Notes due 2022 (the "Notes").

The tender offer documents more fully set forth the terms of the tender offer.

The Notes and other information relating to the tender offer are listed in the table below:

          
       
              Notes      
            
              CUSIP/ISIN 
     
             Principal Amount     
      
              Tender Offer
                                                Numbers                Outstanding                    Consideration(1)

    ---

        
       6.750% Senior Notes 
     87936V AA5/US87936VAA52;                             $300,000,000                        $1,025.30
             due 2022
                                
     P90475 AA5/USP90475AA57

    ---

_______________

(1) Per $1,000 principal amount of Notes validly tendered and accepted.

The tender offer is scheduled to expire at 5:00 p.m., New York City time, on April 2, 2019, or any other time and date to which the Company extends such Offer (the "Expiration Time"). Upon the terms and subject to the conditions set forth in the tender offer documents, Holders of the Notes ("Holders") who (i) validly tender and do not validly withdraw their Notes prior to the Expiration Time or (ii) deliver a properly completed and duly executed notice of guaranteed delivery and all other required documents prior to the Expiration Time and tender their Notes prior to the Guaranteed Delivery Date, will be eligible to receive the tender offer consideration of $1,025.30 per $1,000 principal amount of Notes tendered and accepted for purchase by the Company on a date promptly following the Expiration Time (the "Settlement Date") (which date is expected to occur within three business days of the Expiration Time, but which may change without notice). The Settlement Date in respect of Notes for which a properly completed and duly executed notice of guaranteed delivery is delivered at or prior to the Expiration Time is expected to be the third business day following the Expiration Time (the "Guaranteed Delivery Settlement Date"), but which may change without notice.

Tendered Notes may be validly withdrawn from the tender offer at any time (i) at or prior to the earlier of (x) the Expiration Time and (y) in the event that the tender offer is extended, the tenth business day after commencement of the tender offer, and (ii) after the 60th business day after commencement of the tender offer if for any reason the tender offer has not been consummated within 60 business days after commencement.

The Company has reserved the right to (and expects to) accept for purchase all Notes then validly tendered and not validly withdrawn prior to the Expiration Time, assuming all conditions to the offer have been satisfied at such time. On the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable, the Company will also pay accrued and unpaid interest from the last applicable interest payment date for the Notes up to, but not including, the Settlement Date on the Notes accepted for purchase. For the avoidance of doubt, interest will cease to accrue on the Settlement Date for all Notes accepted in the tender offer, including those tendered by the guaranteed delivery procedures set forth in the Offer to Purchase.

The Company's obligation to accept for purchase and to pay the Tender Offer Consideration for Notes validly tendered and not withdrawn pursuant to the tender offer is subject to the satisfaction or waiver, in the Company's discretion, of certain conditions, which are more fully described in the Offer to Purchase, including the consummation of the Company's concurrent offering of senior notes.

If, following the Settlement Date, any Notes remain outstanding, the Company intends to promptly issue a notice of redemption to redeem such Notes at a redemption price of 102.250% in accordance with the terms of the Notes and the indenture.

The Company has retained BBVA Securities Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc. and Itaú BBA USA Securities, Inc. to serve as dealer managers for the tender offer. Questions regarding the tender offer may be directed to BBVA Securities Inc. at Attn: Liability Management, (800) 422-8692 (toll free), (212) 728-2446 (collect); BNP Paribas Securities Corp. at Attn: Liability Management Group, (888) 210-4358 (toll free), (212) 841-3059 (collect); Citigroup Global Markets Inc. at Attn: Liability Management Group, (800) 558-3745 (toll free), (212) 723-6106 (collect); and Itaú BBA USA Securities, Inc at Attn: Liability Manager Group, 1 (888) 770 4828 (toll-free), (212) 710-6749 (collect). Requests for documents may be directed to D.F. King & Co., Inc. the information agent for the tender offer, at (877) 864-5060 (toll-free). Documents related to the tender offer, including the Offer to Purchase and the Notice of Guaranteed Delivery, are also available at www.dfking.com/telefonica.

None of the Company, the dealer managers or the information agent makes any recommendations as to whether holders should tender their Notes pursuant to the tender offer, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The tender offer is being made solely pursuant to the offer documents.

The tender offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

In any jurisdiction in which the tender offer is required to be made by a licensed broker or dealer and in which the dealer managers, or any affiliates thereof, are so licensed, the tender offer will be deemed to have been made by such dealer manager, or such affiliates, on behalf of the Company.

The new notes offered pursuant to the concurrent offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

Forward Looking Statements

This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

About Telecel

Telecel is the leading provider of communications, information, entertainment and solutions services in Paraguay through the provision of mobile telephony, cable and broadband internet. Established in 1992, Telecel was the first mobile operator in Paraguay and has maintained its market-leading position since that time.

For further information please contact:

Press:
Vivian Kobeh, Corporate Communications Director
+1 305 476 7352
press@milllicom.com

Investors:
Michel Morin, VP Investor Relations
+305 445 4156
investors@millicom.com

Mauricio Pinzon, Investor Relations Manager
+44 20 3249 2460
investors@millicom.com

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SOURCE Telefonica Celular del Paraguay S.A.