Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 11, 2009
MEDIACOM COMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
| Delaware | 0-29227 | 06-1566067 | ||
| (State of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
100 Crystal Run Road
Middletown, New York 10941
Middletown, New York 10941
(Address of principal executive offices)
Registrant’s telephone number: (845) 695-2600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the Registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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| Item 8.01 Other Events. | ||||||||
| Item 9.01. Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EX-99.1 | ||||||||
| EX-99.2 | ||||||||
Table of Contents
Item 8.01 Other Events.
On August 11, 2009, two of our wholly-owned subsidiaries, Mediacom LLC and Mediacom Capital
Corporation, announced that they intend to offer $300 million in aggregate principal amount of
new senior notes due 2019 in a private offering to be conducted pursuant to Rule 144A and
Regulation S under the Securities Act. A copy of the press release is being furnished as Exhibit
99.1 to this report and incorporated herein by reference.
On August 11, 2009, we announced that two of our wholly-owned subsidiaries, Mediacom LLC and
Mediacom Capital Corporation, have jointly commenced cash tender offers for up to $500 million in
aggregate principal amount of their outstanding 91/2%
Senior Notes due 2013 and their outstanding 77/8%
Senior Notes due 2011. A copy of the press release is being furnished as Exhibit 99.2 to this
report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired — None | |
| (b) | Pro Forma Financial Information — None | |
| (c) | Shell Company Transactions — None | |
| (d) | Exhibits: |
| Exhibit No. | Description | |
99.1
|
Senior note offering press release issued on August 11, 2009 | |
99.2
|
Tender offer press release issued on August 11, 2009 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 11, 2009
| Mediacom Communications Corporation |
||||
| By: | /s/ Mark E. Stephan | |||
| Mark E. Stephan | ||||
| Executive Vice President and Chief Financial Officer |
||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Mediacom LLC Announces
Proposed Private Offering of Senior Notes due 2019
Proposed Private Offering of Senior Notes due 2019
Middletown, NY — August 11, 2009 — Mediacom LLC and Mediacom Capital Corporation, wholly-owned
subsidiaries of Mediacom Communications Corporation (NASDAQ: MCCC), announced today that they
intend to offer $300 million in aggregate principal amount of new senior notes due 2019 (the
“Senior Notes”) in a private offering to be conducted pursuant to Rule 144A and Regulation S under
the Securities Act of 1933, as amended. (the “Securities Act”).
Mediacom LLC and Mediacom Capital Corporation will use the net proceeds of the offering, together
with borrowings under a proposed new incremental term loan facility to be entered into by Mediacom
LLC’s operating subsidiares pursuant to their existing credit agreement, to purchase up to $500
million principal amount of their outstanding 91/2% senior notes due 2013 (“91/2% notes”) and 77/8%
senior notes due 2011 (“77/8% notes”) pursuant to two tender offers. There is currently $500 million
and $125 million principal amount outstanding of 91/2% notes and 77/8% notes, respectively. The 91/2%
senior notes will be given priority in the tender offers.
The Senior Notes will not be registered under the Securities Act or any state securities laws and
may not be offered or sold in the United States absent registration or an applicable exemption from
registration.
Forward Looking Statements
In this press release, we state our beliefs of future events and of our future financial
performance. In some cases, you can identify those so-called “forward-looking statements” by words
such as “anticipates,” “believes,” “continue,” “estimates,” “expects,” “may,” “plans,” “potential,”
“predicts,” “should” or “will,” or the negative of those words and other comparable words. These
forward-looking statements are subject to risks and uncertainties that could cause actual results
to differ materially from historical results or those we anticipate, many of which are beyond our
control. Factors that could cause actual results to differ from those contained in the
forward-looking statements include, but are not limited to: competition for video, high-speed data
and phone customers; our ability to achieve anticipated customer and revenue growth and to
successfully introduce new products and services; greater than anticipated effects of economic
downturns and other factors which may negatively affect our customers’ demand for our products and
services; increasing programming costs and delivery expenses related to our products and services;
changes in consumer preferences, laws and regulations or technology that may cause us to change our
operational strategies; changes in assumptions underlying our critical accounting polices which
could impact our results; fluctuations in short term interest rates which may cause our interest
expense to vary from quarter to quarter; our ability to generate sufficient cash flow to meet our
debt service obligations; instability in the credit markets, which may impact our ability to
refinance our debt, as our revolving credit facilities begin to expire in September 2011 and other
substantial debt becomes due in 2013 and beyond, on the same or similar terms as we currently
experience; and the other risks and uncertainties discussed in this press release, in our Annual
Report on Form 10-K for the year ended December 31, 2008 and other reports or documents that we
file from time to time with the SEC. Statements included in this press release are based upon
information known to us as of the date that this press release is filed with the SEC, and we assume
no obligation to update or alter our forward-looking statements made in this press release, whether
as a result of new information, future events or otherwise, except as required by applicable
federal securities laws.
Contact: |
||
Investor Relations
|
Media Relations |
|
Calvin Craib
|
Thomas Larsen |
|
Senior Vice President,
|
Vice President, |
|
Corporate Finance
|
Legal and Public Affairs |
|
(845) 695-2675
|
(845) 695-2754 |
Exhibit 99.2
FOR IMMEDIATE RELEASE
MEDIACOM COMMUNICATIONS ANNOUNCES
$500 MILLION DEBT TENDER OFFER
$500 MILLION DEBT TENDER OFFER
MIDDLETOWN, N.Y.—(BUSINESS WIRE)—August 11, 2009 — MEDIACOM COMMUNICATIONS CORPORATION (Nasdaq:
MCCC) today announced that Mediacom LLC and Mediacom Capital Corporation (together, the
“Companies”), subsidiaries of Mediacom, have jointly commenced cash tender offers for up to $500
million in aggregate principal amount (the “Tender Cap”) of their outstanding 91/2% Senior Notes due
2013 (the “91/2% Notes”) and their outstanding 77/8% Senior Notes due 2011 (the “77/8% Notes” and,
together with the 91/2% Notes, the “Notes”). The tender offers are scheduled to expire at 11:59
p.m., New York City time, on September 8, 2009, unless either such tender offer is extended or
earlier terminated (the “Expiration Date”).
The tender offers consist of two separate offers: in one offer, the Companies are offering to
purchase any and all of their outstanding 91/2% Notes, and in the second offer, the Companies are
offering to purchase up to that principal amount of 77/8% Notes equal to the difference between the
$500 million Tender Cap and the aggregate principal amount of 91/2% Notes that the Companies accept
for purchase in the tender offer for the 91/2% Notes. Both tender offers are being made upon the
terms and subject to the conditions set forth in the Offer to Purchase dated August 11, 2009, and
accompanying Letter of Transmittal. There is currently outstanding, $500 million principal
amount of the 91/2% Notes, and $125 million principal amount of the 77/8% Notes.
The total consideration for each $1,000 principal amount of Notes validly tendered and not validly
withdrawn in the Offers at or prior to 5:00 p.m., New York City time, on August 24, 2009 (the
“Early Tender Date”), and whose Notes are accepted for purchase, is specified in the table below
under the heading “Total Consideration” (the “Total Consideration”). The Total Consideration for
the Notes in the Offers includes an early tender payment of $20 per $1,000 principal amount of
Notes tendered (the “Early Tender Payment”). Holders who tender Notes in the Offers after 5:00
p.m., New York City time, on the Early Tender Date but at or prior to 11:59 p.m., New York City
time on the Expiration Date and whose Notes are accepted for purchase will not be entitled to
receive the Early Tender Payment and will therefore be entitled only to receive the consideration
specified in the table below under the heading “Tender Offer Consideration”, for each $1,000
principal amount of Notes tendered (the “Tender Offer Consideration”). In addition to the Total
Consideration or the Tender Offer Consideration as applicable, the Companies will also pay an
amount equal to the accrued and unpaid interest on the principal amount of all Notes that are
purchased from the last interest payment date applicable to the Notes to, but not including, the
applicable payment date.
| Outstanding | Tender Offer | Early Tender | Total | |||||||||||||
| Series of Notes | Principal Amount | Consideration | Payment | Consideration(1) | ||||||||||||
91/2% Notes |
$ | 500,000,000 | $ | 982.50 | $ | 20.00 | $ | 1,002.50 | ||||||||
77/8% Notes |
$ | 125,000,000 | $ | 980.00 | $ | 20.00 | $ | 1,000.00 | ||||||||
| (1) | The Total Consideration equals the Tender Offer Consideration, plus the Early Tender Payment. |
The Companies’ obligation to accept for payment and to pay for the Notes in the tender offers is
subject to the satisfaction or waiver of a number of conditions, including the receipt of financing
to purchase the Notes in the tender offers. The tender offers are not contingent upon the tender
of any minimum principal amount of Notes and the Companies reserve the right to waive any one or
more of the conditions at any time.
If the amount of 77/8% Notes that are validly tendered and not withdrawn on or prior to the
expiration date for that offer exceeds the maximum principal amount described above, then the
Companies will accept 77/8% Notes, if any, on a pro rata basis.
The Companies have retained Wells Fargo Securities and Citi to serve as dealer managers for the
offers, and Global Bondholder Services Corporation to serve as the information agent and
depositary. Copies of the offer to purchase and related documents may be obtained from Global
Bondholder Services Corporation at (866) 873-7700. Questions regarding the tender offers may be
directed to Wells Fargo Securities at (866) 309-6316 or Citi at (800) 558-3745.
This announcement does not constitute an offer to purchase or a solicitation of any offer to sell
with respect to the 91/2% Notes or the 77/8% Notes. The offers are being made solely by the Offer to
Purchase, dated August 11, 2009 and the related Letter of Transmittal, copies of which are
available from the Information Agent.
About Mediacom Communications Corporation
Mediacom Communications is the nation’s eighth largest cable television company and one of the
leading cable operators focused on serving the smaller cities and towns in the United States.
Mediacom Communications offers a wide array of broadband products and services, including
traditional video services, digital television, video-on-demand, digital video recorders,
high-definition television, high-speed data access and phone service. More information about
Mediacom Communications can be accessed on the Internet at: www.mediacomcc.com.
2
Forward Looking Statements
In this press release, we state our beliefs of future events and of our future financial
performance. In some cases, you can identify those so-called “forward-looking statements” by words
such as “anticipates,” “believes,” “continue,” “estimates,” “expects,” “may,” “plans,” “potential,”
“predicts,” “should” or “will,” or the negative of those words and other comparable words. These
forward-looking statements are subject to risks and uncertainties that could cause actual results
to differ materially from historical results or those we anticipate, many of which are beyond our
control. Factors that could cause actual results to differ from those contained in the
forward-looking statements include, but are not limited to: competition for video, high-speed data
and phone customers; our ability to achieve anticipated customer and revenue growth and to
successfully introduce new products and services; greater than anticipated effects of economic
downturns and other factors which may negatively affect our customers’ demand for our products and
services; increasing programming costs and delivery expenses related to our products and services;
changes in consumer preferences, laws and regulations or technology that may cause us to change our
operational strategies; changes in assumptions underlying our critical accounting polices which
could impact our results; fluctuations in short term interest rates which may cause our interest
expense to vary from quarter to quarter; our ability to generate sufficient cash flow to meet our
debt service obligations; instability in the credit markets, which may impact our ability to
refinance our debt, as our revolving credit facilities begin to expire in September 2011 and other
substantial debt becomes due in 2013 and beyond, on the same or similar terms as we currently
experience; and the other risks and uncertainties discussed in this press release, in our Annual
Report on Form 10-K for the year ended December 31, 2008 and other reports or documents that we
file from time to time with the SEC. Statements included in this press release are based upon
information known to us as of the date that this press release is filed with the SEC, and we assume
no obligation to update or alter our forward-looking statements made in this press release, whether
as a result of new information, future events or otherwise, except as required by applicable
federal securities laws.
Contact: |
||
Investor Relations
|
Media Relations |
|
Calvin Craib
|
Thomas Larsen |
|
Senior Vice President,
|
Vice President, |
|
Corporate Finance
|
Legal and Public Affairs |
|
(845) 695-2675
|
(845) 695-2754 |