PROSPECTUS FILING 424B3 1 y69679b3e424b3.htm PROSPECTUS FILING http://www.sec.gov/Archives/edgar/data/1024446/000095012305001315/y69679b3e424b3.htm (1 de 561)8/11/2005 13:30:55 PROSPECTUS FILING Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-120286 to 333-120286-39 PROSPECTUS NET SERVIÇOS DE COMUNICAÇÃO S.A. Offer to Exchange U.S.$76,593,068 7.0% Senior Secured Notes due 2009 and Cash for U.S.$97,692,000 12 5/8% Senior Guaranteed Notes due 2004 and Solicitation Of Consents For Proposed Amendments To The Indenture Governing the 12 5/8% Senior Guaranteed Notes due 2004 THE EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON MARCH 9, 2005, UNLESS EXTENDED (WE REFER TO SUCH TIME OR DATE, AS MAY BE EXTENDED, AS THE EXPIRATION DATE). On the terms and conditions set forth in this prospectus, as it may be supplemented or amended from time to time, and the related letter of transmittal and consent: (1) We are offering to exchange for our outstanding 12 5/8% senior guaranteed notes due 2004, which we refer to as the existing notes, a combination of (i) our 7.0% senior secured notes due 2009, which have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement of which this prospectus is a part, and which we refer to as the new notes, and (ii) cash. For each $1,000 principal amount of the existing notes (including all accrued and unpaid interest and premium thereon) validly tendered by 5:00 p.m., Eastern time, on the expiration date, holders participating in the exchange offer will receive (x) $784.026 principal amount of new notes, (y) $522.68 of cash and (z) an additional amount of cash equal to simple interest accruing on $1,306.71 from July 1, 2004 through the day immediately prior to the date of the closing of the exchange offer at a rate equal to the three-month London interbank offered rate, or LIBOR, plus 3.0% per annum; and (2) we are soliciting consents from holders of the existing notes to amendments to certain provisions of the indenture, dated as of June 18, 1996, pursuant to which the existing notes were issued. As more fully described in this prospectus, this exchange offer and consent solicitation is part of a restructuring of the indebtedness of Net Serviços. We will not receive any proceeds from the exchange offer and consent solicitation. The payment of the principal of, interest on and additional amounts, if any, on the new notes will be guaranteed jointly and severally by all but two of Net Serviços’ subsidiaries. As more fully described in this prospectus, our obligations and the obligations of the guarantors in respect of the new notes and the other senior secured debt that we will issue in connection with the restructuring will, subject to limitations described in this prospectus, be secured by the pledge of (a) our shares of certain of our subsidiaries, (b) all of our network assets and (c) our accounts receivable from subscribers in São Paulo, Santos and Rio de Janeiro (although the foreclosure rights of our creditors will be limited to 30% of those receivables). We do not intend to list the new notes on any securities exchange or automated quotation system. The exchange offer and consent solicitation is conditioned upon, among other things, at least a majority of the aggregate outstanding principal amount of the existing notes being validly tendered by 5:00 p.m., Eastern time, on the expiration date. http://www.sec.gov/Archives/edgar/data/1024446/000095012305001315/y69679b3e424b3.htm (2 de 561)8/11/2005 13:30:55 PROSPECTUS FILING Holders of at least a majority of the aggregate outstanding principal amount of the existing notes must consent to the proposed amendments to the indenture governing the existing notes in order for them to be adopted. The proposed amendments will not become operative unless and until (1) existing notes validly tendered are exchanged for new notes and cash pursuant to the exchange offer and consent solicitation and (2) the supplemental indenture governing the existing notes is effective. The valid tender of your existing notes shall constitute your consent to the proposed amendments with respect to your tendered existing notes. IF YOU DESIRE TO TENDER YOUR NOTES PURSUANT TO THE EXCHANGE OFFER, YOU MUST CONSENT TO THE PROPOSED AMENDMENTS. YOU MAY NOT DELIVER CONSENTS WITHOUT TENDERING THE RELATED NOTES AND YOU MAY NOT REVOKE CONSENTS WITHOUT WITHDRAWING THE NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER. Investing in the new notes involves risks. You should carefully review the “Risk Factors” beginning on page 25 of this prospectus. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. CREDIT SUISSE FIRST BOSTON LLC Dealer Manager and Global Solicitation Agent EUROVEST GLOBAL SECURITIES, INC. Solicitation Agent for Non-U.S. Holders Outside the United States The date of this prospectus is February 8, 2005. http://www.sec.gov/Archives/edgar/data/1024446/000095012305001315/y69679b3e424b3.htm (3 de 561)8/11/2005 13:30:55 PROSPECTUS FILING Table of Contents THE NEW NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE COMISSÃO DE VALORES MOBILIÁRIOS, OR CVM, THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL, UNDER LAW NO. 6,385, DATED AS OF DECEMBER 7, 1976, AND INSTRUCTION NO. 400, DATED AS OF DECEMBER 29, 2003, ISSUED BY THE CVM. ANY PUBLIC OFFERING OR DISTRIBUTION, AS DEFINED UNDER BRAZILIAN LAWS AND REGULATIONS, OF THE NEW NOTES IN BRAZIL IS NOT LEGAL WITHOUT SUCH PRIOR REGISTRATION. IF A BRAZILIAN RESIDENT ACQUIRES ANY NEW NOTE, SUCH NOTE CAN NEITHER CIRCULATE IN BRAZIL NOR BE REPAID IN BRAZIL IN A CURRENCY OTHER THAN THE BRAZILIAN CURRENCY AT THE TIME SUCH PAYMENT IS MADE. DOCUMENTS RELATING TO THE OFFERING OF THE NEW NOTES, AS WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN BRAZIL, AS THE OFFERING OF THE NEW NOTES IS NOT AN OFFERING OF SECURITIES IN BRAZIL. TABLE OF CONTENTS Page Where You Can Find More Information 2 General Introduction 3 Summary 5 Risk Factors 25 The Restructuring 45 The Exchange Offer and Consent Solicitation 50 The Proposed Amendments 58 Use of Proceeds 62 Capitalization 63 Exchange Rates 64 Exchange Controls 65 Selected Historical Consolidated Financial Data 66 Unaudited Pro Forma Financial Data 70 Ratio of Earnings to Fixed Charges 79 Management’s Discussion and Analysis of Financial Condition and Results of Operations 80 Business 109 Management 139 Major Shareholders 144 Related Party Transactions 156 Description of New Notes 162 Description of Collateral and Intercreditor Arrangements 205 Description of Other Indebtedness 211 Material United States Federal Income Tax Consequences 215 Certain Brazilian Income Tax Considerations 220 Plan of Distribution 222 Legal Matters 223 Experts 223 Enforcement of Civil Liabilities Against Non-U.S. Persons 224 Index to Condensed Consolidated Financial Statements F-1 You should rely only on the information contained in this prospectus or in any supplement accompanying this prospectus. http://www.sec.gov/Archives/edgar/data/1024446/000095012305001315/y69679b3e424b3.htm (4 de 561)8/11/2005 13:30:55 PROSPECTUS FILING We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus or in any supplement accompanying this prospectus is accurate as of any date other than the date on the cover page of this prospectus. 1 http://www.sec.gov/Archives/edgar/data/1024446/000095012305001315/y69679b3e424b3.htm (5 de 561)8/11/2005 13:30:55 PROSPECTUS FILING Table of Contents WHERE YOU CAN FIND MORE INFORMATION We have filed with the Securities and Exchange Commission, or the SEC, a registration statement on Form F-4 under the Securities Act of 1933, as amended, or the Securities Act, with respect to the new notes. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. Statements contained in this prospectus as to the contents of any particular contract or other document are not necessarily complete and, in each instance, if the contract or document is filed as an exhibit to the registration statement, we refer you to the copy of the contract or document filed as an exhibit to the registration statement, with each statement in this prospectus being qualified in all respects by that reference. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, applicable to foreign private issuers, including the obligation to file annual reports on Form 20-F and other material information on Form 6-K. You may inspect any reports or any other information we file with the SEC, including the exchange offer and consent solicitation registration statement and its accompanying exhibits and schedules thereto, without charge, at the SEC’s Public Reference Rooms at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the SEC maintains an Internet web site at http:// www.sec.gov from which you can electronically access the reports and other information we file with the SEC, including the exchange offer and consent solicitation registration statement and its accompanying exhibits and schedules thereto.