SOURCE: Primus Telecommunications Group

March 24, 2011 10:42 ET

Primus Announces Termination of Private Exchange Offers and Consent Solicitations Relating to 14.25% Notes Due 2013 and 13.00% Notes Due 2016

MCLEAN, VA--(Marketwire - March 24, 2011) - Primus Telecommunications Group, Incorporated (OTCBB: PMUG) ("Primus" or the "Company"), a global facilities-based integrated provider of advanced telecommunications products and services, announced today that it has terminated its previously announced offers to exchange (the "Exchange Offers") up to $240 million of newly-issued 9.50% Senior Secured Notes due 2019 (the "New Notes") issued by Primus Telecommunications Holding, Inc. (the "Issuer") for outstanding units representing 13.00% Senior Secured Notes due 2016 (the "13.00% Notes" ) issued by the Issuer and Primus Telecommunications Canada Inc. (CUSIP Nos. 74164BAD4, U74197AB7 and 74164BAE2) and 14.25% Senior Subordinated Secured Notes due 2013 (the "14.25% Notes" and together with the 13.00% Notes, the "Old Notes") issued by Primus Telecommunications IHC, Inc. (CUSIP No. 74163XAE5) and solicitations of consents (the "Consent Solicitations") to amend the indentures governing the Old Notes and release collateral securing the 13.00% Notes.

The Exchange Offers and Consent Solicitations were subject to, among other conditions, a minimum participation condition that holders of not less than 66 ¿% of the outstanding aggregate principal amount of 13.00% Notes and holders of not less than a majority of the outstanding aggregate principal amount of 14.25% Notes participate in the Exchange Offers and Consent Solicitations, in each case excluding Old Notes owned by Primus and its affiliates. As of the expiration time of the Exchange Offers and Consent Solicitations at 5:00 p.m., New York City time on March 23, 2011, the minimum participation condition with respect to the 14.25% Notes was met. However, because the minimum participation condition with respect to all Old Notes was not met as of the expiration time, the Company has elected to terminate the Exchange Offers and Consent Solicitations pursuant to the terms and conditions of the Exchange Offers and Consent Solicitations. Old Notes tendered and not withdrawn in the Exchange Offers and Consent Solicitations will not be accepted and will be promptly returned to their respective holders.

This news release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the 14.25% Notes or the 13.00% Notes nor an offer to sell the New Notes. The Exchange Offers and Consent Solicitations were only being made pursuant to the confidential offering circular and consent solicitation statement and the related letter of transmittal and consent that Primus distributed to eligible holders in connection with the Exchange Offers and Consent Solicitations. 

The complete terms and conditions of the Exchange Offers and Consent Solicitations were set forth in the confidential offering circular and consent solicitation statement, as supplemented, and related letter of transmittal and consent. Documents relating to the Exchange Offers and Consent Solicitations were only distributed to holders of 14.25% Notes or 13.00% Notes who completed and returned a letter of eligibility confirming that they were qualified institutional buyers, non-U.S. persons or institutional accredited investors. Holders with questions about the termination of the Exchange Offers and Consent Solicitations may contact the Information and Exchange Agent for the Exchange Offers and Consent Solicitations, D.F. King & Co., Inc., at: (800) 848-3416 (toll free) or (212) 269-5550 (banks and brokers only).

About Primus

Primus Telecommunications Group, Incorporated is a leading provider of advanced communication solutions, including traditional and IP voice, data, mobile services, broadband Internet, collocation, hosting, and outsourced managed services to business and residential customers in the United States, Canada, Australia, and Brazil. Primus is also one of the leading international wholesale service providers to fixed and mobile network operators worldwide. Primus owns and operates its own global network of next-generation IP soft switches, media gateways, hosted IP/SIP platforms, broadband infrastructure, fiber capacity, and data centers located in Canada, Australia, and Brazil. Founded in 1994, Primus is headquartered in McLean, Virginia.

Forward-Looking Statements

This press release includes "forward-looking statements" as defined by the Securities and Exchange Commission (the "SEC"). All statements, other than statements of historical fact, included herein that address activities, events or developments that Primus expects, believes or anticipates will or may occur in the future, including anticipated benefits and other aspects of the Exchange Offers and Consent Solicitations, are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially including, among other things, those outlined in our filings with the SEC, including Primus's most recent Annual Report on Form 10-K, as amended, and Quarterly Report on Form 10-Q, on file with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of their dates. Except as required by law, Primus does not intend to update or revise its statements made in this press release, whether as a result of new information, future events or otherwise.

Contact Information

  • Primus Investor Relations Contacts:
    Primus
    Richard Ramlall
    SVP Corporate Development and
    Chief Communications Officer
    703-748-8050
    ir@primustel.com

    Lippert/Heilshorn & Assoc., Inc.
    Carolyn Capaccio
    212-838-3777
    ccapaccio@lhai.com