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 13, 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
(Address of principal executive offices)
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)) |
Item 8.01 Other Events.
On August 13, 2009, we announced that that two of our wholly-owned subsidiaries, Mediacom LLC
and Mediacom Capital Corporation (together, the “Companies”), have amended their previously
announced cash tender offers for their outstanding 91/2% Senior Notes due 2013 and their outstanding
77/8% Senior Notes due 2011, to eliminate the maximum offer amount that applied to the tender offer
for the
77/8% Notes. The Companies are now offering to purchase any and all of the outstanding 91/2%
Notes and any and all of the outstanding
77/8% Notes that are validly tendered and not withdrawn and
accepted for purchase in the tender offers. A copy of the press release is being furnished as
Exhibit 99.1 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
|
Tender offer press release issued on August 13, 2009 |
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 13, 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 Communications Amends
its Debt Tender Offer
its Debt Tender Offer
Middletown, NY — August 13, 2009 — MEDIACOM COMMUNICATIONS CORPORATION (Nasdaq: MCCC) today
announced that Mediacom LLC and Mediacom Capital Corporation (together, the “Companies”),
subsidiaries of Mediacom, have amended their previously announced cash tender offers for 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 Companies have
eliminated the maximum offer amount that applied to the tender offer for the 77/8% Notes, and are now
offering to purchase any and all of the outstanding 91/2% Notes and any and all of the outstanding
77/8% Notes that are validly tendered and not withdrawn and accepted for purchase in the tender
offers.
The Companies intend to fund the purchase of the Notes pursuant to the amended tender offers with
net proceeds from a new issuance of their senior notes in the principal amount of $350 million, and
borrowings of $300 million under a new tranche of incremental facility term loans under an existing
credit agreement of their operating subsidiaries.
The Companies also now intend, subject to the satisfaction or waiver of the conditions to the
tender offers, to call for redemption all Notes that are not tendered and accepted for purchase in
the tender offers prior to or promptly following completion of the tender offers.
The Companies are not amending the Tender Offering Consideration, the Early Tender Payment or the
Total Consideration being offered for the 91/2% Notes and the 77/8% Notes, which remain as follows:
| Early | ||||||||||||||||
| Outstanding | Tender Offer | 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 tender offers are still 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 total consideration for each $1,000 principal amount of Notes validly tendered and not validly
withdrawn in the tender 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 above under the heading “Total
Consideration” (the “Total
Consideration”). The Total Consideration for the Notes in the tender 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 tender 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 above 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.
Under the existing terms of the tender offers, the Companies may accept Notes of either or both
series for payment after the Early Tender Date but prior to the Expiration Date (the date of such
acceptance being the “Early Acceptance Date” and such payment date, the “Early Payment Date”). The
Companies presently intend (but are not obligated) to have an Early Acceptance Date and an Early
Payment Date for both the 91/2% Notes and the 77/8% Notes.
The Companies’ obligation to accept for payment and to pay for the Notes in the tender offers
remains subject to the satisfaction or waiver of the conditions to the tender offers specified in
the Offer to Purchase, dated August 11, 2009, as amended and supplemented by the Supplement to the
Offer to Purchase, dated August 13, 2009, including that we close on the issuance of $350 million
of our senior notes and our operating subsidiaries close on the $300 million tranche of incremental
facility term loans referred to above.
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, supplement to 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 tender offers are being made solely by the
Offer to Purchase, dated August 11, 2009, as amended and supplemented by the Supplement to the
Offer to Purchase, dated August 13, 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.
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.
Source: Mediacom Communications Corporation
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 |