MATTERHORN MOBILE S.A. MATTERHORN MOBILE HOLDINGS S.A. MATTERHORN MIDCO & CY S.C.A. MATTERHORN FINANCING & CY S.C.A.
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1 MATTERHORN MOBILE S.A. MATTERHORN MOBILE HOLDINGS S.A. MATTERHORN MIDCO & CY S.C.A. MATTERHORN FINANCING & CY S.C.A. Press Release: January 6, 2015 CHF120,000,000 Floating Rate Senior Secured Notes due 2019 (previously CHF180,000,000) Common Code ISIN XS Common Code ISIN XS ,000, % Senior Notes due 2020 Common Code ISIN XS Common Code ISIN XS Matterhorn Mobile Holdings S.A. 330,000,000 Floating Rate Senior Secured Notes due 2019 Common Code ISIN XS Common Code ISIN XS ,000, % Senior Unsecured Notes due 2020 Common Code ISIN XS Common Code ISIN XS Matterhorn Midco & Cy S.C.A. CHF450,000, % Senior Secured Notes due 2019 Common Code ISIN XS Common Code ISIN XS ,000, /9.75% Senior PIK Toggle Notes due 2019 Common Code ISIN XS Common Code ISIN XS Matterhorn Financing & Cy S.C.A., Matterhorn Mobile Holdings S.A., Matterhorn Midco & Cy S.C.A. and Matterhorn Financing & Cy S.C.A. commence a consent solicitation relating to their CHF120,000,000 Floating Rate Senior Secured Notes due 2019, 330,000,000 Floating Rate Senior Secured Notes due 2019, CHF450,000, % Senior Secured Notes due 2019, 225,000, % Senior Notes due 2020, 155,000, % Senior Unsecured Notes due 2020 and 250,000, /9.75% Senior PIK Toggle Notes due 2019 in order to facilitate the proposed acquisition (the Acquisition ) by NJJ Capital (the Purchaser ) Matterhorn Financing & Cy S.C.A. (the Target and, together with its subsidiaries, the Target Group ) from Matterhorn Topco & Cy S.C.A.(the Seller ) and Matterhorn S.à r.l. (the SSN Issuer ), Matterhorn Mobile Holdings S.A. (the SN Issuer ), Matterhorn Midco & Cy S.C.A. (the SUN Issuer ) and Matterhorn Financing & Cy S.C.A. (the PIK Issuer and, together with the SSN Issuer, the SN Issuer and the SUN Issuer, the Issuers and each, an Issuer ) announced the solicitation consents (together the Consents ) from holders their outstanding (i) CHF 120,000,000 Floating Rate Senior Secured Notes due 2019 (previously CHF180,000,000) (the CHF Senior Secured FRNs ) issued by the SSN Issuer; (ii) 330,000,000 Floating Rate Senior Secured Notes due 2019 (the EUR Senior Secured FRNs ) issued by the SSN Issuer and CHF 450,000, % Senior Secured Notes due 2019 issued by the SSN Issuer (the CHF Senior Secured Fixed Notes and, together with the EUR Senior Secured FRNs and the CHF Senior Secured FRNs, the Senior Secured Notes ); (iii) 225,000, % Senior Notes due 2020 (the Senior Notes ) issued by the SN Issuer; (iv) 155,000, % Senior Unsecured Notes due 2020 (the
2 Senior Unsecured Notes ) issued by the SUN Issuer; and (v) 250,000, /9.75% Senior PIK Toggle Notes due 2019 (the PIK Notes and, together with the Senior Secured Notes, the Senior Notes and the Senior Unsecured Notes, the Notes ) issued by the PIK Issuer to waivers (together, the Change Control Waivers ) and amendments (together, the Proposed Amendments ) certain provisions the Indentures. Capitalized terms used in this press release have the meanings ascribed to them in the Consent Solicitation Statement. Each Issuer is soliciting the Consents Holders each class Notes issued by itself to (i) a one-time waiver the applicability the change control provisions in the relevant Indenture to the change control which could result from the proposed Acquisition and, in the case the Senior Secured Notes, the applicability the restricted payment provisions limiting the purchase subordinated indebtedness in the form the Senior Notes pursuant to a Change Control Offer (as defined herein) under the indenture for the Senior Notes in connection with the Acquisition and (ii) an amendment which would, among other things, amend the definition Permitted Holders as defined in the relevant Indenture. Without the Change Control Waiver, each the Issuers would be required as a result the Acquisition to fer to repurchase any and all the relevant class Notes at 101% the principal amount, together with accrued and unpaid interest. The Change Control Waiver and the Proposed Amendments with respect to an Indenture will be effective once the Consents from Holders a majority in aggregate principal amount the outstanding Notes under such Indenture have been received and the relevant Indenture has been amended (the Effective Date ). However, the relevant Issuer will only make the Consent Payment once the Change Control Waiver and the Proposed Amendment become operative, which will occur if (i) the Required Consents with respect to the relevant Indenture are received, (ii) the relevant supplemental indenture has been executed, (iii) the Acquisition is completed by the Long Stop Date and (iv) there are no laws, regulation, injunctions or actions or other proceedings, pending or threatened, which, in the case any action or proceeding if adversely determined, would make unlawful or invalid or enjoin the implementation the relevant Change Control Waiver or the Proposed Amendment or the payment the relevant Consent Payment. The consent solicitation will expire at 5:00 p.m. London time on January 14, In the event that the Required Consents in respect any Indenture are not obtained prior to the Expiration Time, any other condition set forth in this Consent Solicitation Statement is not satisfied or waived, or the Solicitation in respect such Indenture is terminated, the Change Control Waiver and the Proposed Amendment in respect such Indenture will not become operative and no Consent Payment will be made to Holders any the Notes issued under the relevant Indenture. The consideration for (i) each CHF1,000 principal amount CHF Senior Secured FRNs Notes for which a Consent is validly delivered prior to the Expiration Time and not validly revoked prior to the Effective Time will be CHF2.50; (ii) each 1,000 principal amount EUR Senior Secured FRNs Notes for which a Consent is validly delivered prior to the Expiration Time and not validly revoked prior to the Effective Time will be 2.50; (iii) each CHF1,000 principal amount CHF Senior Secured Fixed Notes for which a Consent is validly delivered prior to the Expiration Time and not validly revoked prior to the Effective Time will be CHF2.50; (iv) each 1,000 principal amount SN Notes for which a Consent is validly delivered prior to the Expiration Time and not validly revoked prior to the Effective Time will be 2.50; (v) each 1,000 principal amount SUN Notes for which a Consent is validly delivered prior to the Expiration Time and not validly revoked prior to the Effective Time will be 5.00; and (vi) each 1,000 principal amount PIK Notes for which a Consent is validly delivered prior to the Expiration Time and not validly revoked prior to the Effective Time will be
3 Payments related to the Proposed Amendments will be made on or promptly after the consummation the Acquisition or such earlier date after the Expiration Time as determined by the Issuers in their sole discretion. If the Proposed Amendments are approved by the Holders representing a majority in aggregate principal amount the relevant Notes, and a supplemental indenture is validly entered into with respect to such Notes, the supplemental indenture would bind all holders Notes, including those that did not give their consent, but non-consenting holders would not receive the consent payment. The following summary key dates set out below is qualified in its entirety by the more detailed information appearing in the Consent Solicitation Statement. Holders should take note the following dates in connection with the Solicitation. The dates below are, however, subject to modification in accordance with the terms the Solicitation: Event Name Timing Solicitation Launch Date January 6, Expiration Time 5:00 p.m., London Time, on January 14, 2015, unless extended by the relevant Issuer in its sole discretion. Effective Time With respect to any particular Consent Solicitation, the time at which the relevant Required Consents have been received and the Indenture in respect the relevant Notes has been amended. Announcement Solicitation Results Consent Payment Date Long Stop Date As soon as practicable after the earlier the Effective Time or the Expiration Time with respect to any class Notes. The date upon which the Acquisition is completed, or promptly thereafter, or such earlier date after the Expiration Time as determined by the Issuers in their sole discretion. The date on which the SPA (as defined below) is terminated in accordance with its terms, including by mutual consent the parties thereto or because the Acquisition has not been consummated on or before June 30, 2015 without such date being extended pursuant to the SPA (provided such date shall be extended no later than September 1, 2015).
4 The Issuers have engaged Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc, NATIXIS and Société Générale to act as Solicitation Agents for the consent solicitation. Questions regarding the terms the consent solicitation may be directed to the Solicitation Agents as follows: Credit Suisse Securities (Europe) Limited Telephone: Attention: Liability Management desk Société Générale Telephone: +44 (0) Attention: Liability Management Team J.P. Morgan Securities plc Telephone: Attention: Liability Management NATIXIS Telephone: Attention: Liability Management Group liability.management.hy@natixis.com The Issuers have also engaged Lucid Issuer Services Limited to act as the Information and Tabulation Agent for the consent solicitation. Questions or requests for assistance or copies the Consent Solicitation Statement may be directed to the Information and Tabulation Agent as follows: +44 (0) orange@lucid-is.com Attention: Yves Theis / Thomas Choquet DISCLAIMER This press release is not a consent solicitation and must be read in conjunction with the Consent Solicitation Statement. This press release and the Consent Solicitation Statement contain important information which should be read carefully before any decision is made with respect to the proposed amendments. Those documents should be consulted for additional information regarding consent procedures and the conditions for the consent solicitation. To receive copies the Consent Solicitation Statement or for questions relating to the consent solicitation, please contact Solicitation Agent or the Information and Tabulation Agent using the contact information given above. If any holder is in any doubt as to the action it should take or is unsure the impact the implementation the proposed amendments, it is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank, manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to consent to the proposed amendments. None the Issuers, the guarantors under the indentures governing the Notes, the Solicitation Agents, the Trustees, the Information and Tabulation Agent or any person who controls, or is a director, ficer, employee, agent any such person, or any
5 affiliate any such person makes any recommendation whether holders the Notes should consent to the proposed amendments. Any deadlines set by any intermediary or clearing system may be earlier that the deadlines specified in the Consent Solicitation Statement.
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