Comcel definition

Comcel or the “Borrower”), a stock corporation (sociedad anónima) organized under the laws of the Republic of Guatemala, pursuant to a Credit and Guaranty Agreement (the “Credit and Guaranty Agreement”) among the Lender, the Borrower, and Comunicaciones Corporativas, S.A., Distribuidora Central de Comunicaciones, S.A., Distribuidora de Comunicaciones de Occidente, S.A., Distribuidora de Comunicaciones de Oriente, S.A., Distribuidora Internacional de Comunicaciones, S.A., ▇▇▇▇▇▇.▇▇▇, S.A., Servicios Especializados en Telecomunicaciones, S.A. and Servicios Innovadores de Comunicación y Entretenimiento, S.A., affiliates of Comcel, as guarantors (together, the “Loan Guarantors”) (such guarantees, the “Loan Guarantees”). The principal asset of the Trust is the Participation and certain related rights described herein. The Trust is not a separate legal entity under Cayman Islands law; accordingly, references herein to the Trust should, where the context so requires, be construed as references to the Cayman Trustee acting in its capacity as trustee of the Trust pursuant to the Declaration of Trust and in relation to the assets forming the property of the Trust. Interest on the Notes is payable on February 6 and August 6 of each year, commencing on August 6, 2014. The Notes will mature on February 6, 2024. The Notes will be issued under an Indenture (the “Indenture”) entered into with The Bank of New York Mellon (the “Indenture Trustee”). The Notes will be limited recourse obligations of the Cayman Trustee referable solely to the Trust, secured by the Participation and certain other rights described herein. The Notes will be guaranteed (each a “Note Guarantee”) on a senior unsecured basis by Comcel, the Loan Guarantors and certain of Comcel and the Loan Guarantors’ future subsidiaries (together, the “Note Guarantors”), subject to certain exceptions, including the Note Guarantee being net of any amounts paid by Comcel to the Lender under the Loan. The Borrower may prepay the Loan, in whole or in part, on or after February 6, 2019 at the applicable prepayment prices set forth in this offering memorandum, plus accrued and unpaid interest. Before February 6, 2019, the Borrower may also prepay the Loan, in whole or in part, by paying the greater of 100% of the outstanding principal amount and a “make-whole” amount, in each case plus accrued and unpaid interest. In addition, the Borrower may prepay the Loan, in whole but not in part, at a price equal to 100% of the outstanding...

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Comcel means Comunicacion Celular S.A., a sociedad anonima existing under the laws of Colombia.

Examples of Comcel in a sentence

• Our Combined Financial Statements do not consolidate the subsidiaries over which Comcel and the Loan Guarantors exerted control as of, and for, the periods presented.

• Bermuda and Millicom Cable 206 N.V., which represented less than 1% of the combined total revenue, less than 1% of the combined Adjusted EBITDA, less than 1% of the combined total assets and less than 1% of the combined total liabilities of Comcel and the Loan Guarantors as of, and for, the nine-month periods ended September 30, 2013.

• Our Combined Financial Statements do not consolidate the subsidiaries over which Comcel and the other Note Guarantors exerted control as of, and for, the periods presented.

• As a result, it may not be possible for investors to effect service of process within the United States upon such persons or Comcel or the other Note Guarantors or to enforce against them or us in courts of any jurisdiction outside Guatemala, judgments predicated upon the laws of any such jurisdiction, including any judgment predicated substantially upon the civil liability provisions of United States federal and state securities laws.

• Bermuda and Millicom Cable 206 N.V. , which represented less than 1% of the combined total revenue, less than 1% of the combined Adjusted EBITDA, less than 1% of the combined total assets and less than 1% of the combined total liabilities of Comcel and the other Note Guarantors as of, and for, the nine-month period ended September 30, 2013.

• As a result, the Trust and Comcel cannot assure holders of the Notes as to the liquidity of any trading market for the Notes.

• As a consequence, on 31 December 2015, Millicom deconsolidated its investments in Comcel and Celtel and accounted for them under the equity method, initially at fair value.

• The Initial Purchasers have advised the Trust and Comcel that they intend to make a market in the Notes, but they are not obligated to do so.

• Most of our directors, executive officers and controlling persons are non-residents of the United States and substantially all of the assets of such non-resident persons and a significant portion of all of the assets of Comcel and the other Note Guarantors are located in Guatemala or elsewhere outside the United States.

• References to the “Issuer” refer to the Cayman Trustee acting as trustee of Comcel Trust, as issuer of the Notes, References to “Comcel” or the “Borrower” refer to Comunicaciones Celulares, S.