Primus Announces Excess Cash Flow Offer to Purchase 13% Notes
MCLEAN, VA April 19, 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 the commencement of an offer to purchase (the Offer to Purchase) up to 5,200 Units, each such Unit
consisting of $1,000 principal amount of 13% Senior Secured Notes due 2016 (the Notes, CUSIP Nos. 74164BAD4, U74197AB7 and 74164BAE2) issued by Primus Telecommunications Holding, Inc. and Primus Telecommunications Canada Inc. (together,
the Offerors), both wholly owned subsidiaries of the Company. The Offer to Purchase will expire at 5:00 p.m., New York City time, on May 17, 2011, unless extended (the Expiration Time).
The Offer to Purchase is being made pursuant to the terms of the indenture governing the Notes (the Indenture). The Indenture
requires the Offerors to make an offer to purchase Notes using 50% of the Companys Excess Cash Flow (as defined in the Indenture) for the fiscal year ended December 31, 2010, or $5.20 million (the Offer Amount).
In accordance with the Indenture and subject to the terms and conditions of the Offer to Purchase, the Offerors will pay a purchase price
in cash equal to 100% of the principal amount of Notes validly tendered (and not validly withdrawn) prior to the Expiration Time that are accepted, plus accrued but unpaid interest thereon to the settlement date for the Offer to Purchase (the
Payment Date). If the aggregate principal amount of Notes validly tendered in the Offer to Purchase exceeds the Offer Amount, Notes will be accepted for purchase on a pro rata basis, such that the aggregate principal amount of Notes
purchased does not exceed the Offer Amount. Tenders may be validly withdrawn no later than the Payment Date.
release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Offer to Purchase is only being made pursuant to the excess cash flow offer to purchase and the related letter of
transmittal that Primus is distributing to holders of Notes in connection with the Offer to Purchase.
The complete terms and
conditions of the Offer to Purchase are set forth in the excess cash flow offer to purchase and related letter of transmittal.
Primus 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 carrier 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.
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 Offer to Purchase, 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 Primuss most recent Annual Report on Form 10-K 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.
Primus Investor Relations Contacts:
Richard Ramlall, SVP
Corporate Development and Chief Communications Officer
Lippert/Heilshorn & Assoc., Inc.