e8vk
UNITED STATES
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
Date of Report (Date of earliest event reported): September 9, 2009
Mediacom Communications Corporation
(Exact name of Registrant as specified in its charter)
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Delaware
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0-29227
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06-1566067 |
(State of incorporation)
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(Commission File No.)
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(IRS Employer Identification No.) |
100 Crystal Run Road
Middletown, New York 10941
(Address of principal executive offices)
Registrants 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 September 9, 2009, Mediacom Communications Corporation and its subsidiaries Mediacom LLC
and Mediacom Capital Corporation (together, the Companies) announced the expiration and final
results of the previously announced cash tender offers for any and all of the Companies
outstanding 91/2% Senior Notes due 2013 and 77/8% Senior Notes due 2011. 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) |
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Financial Statements of Businesses Acquired None |
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(b) |
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Pro Forma Financial Information None |
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(c) |
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Shell Company Transactions None |
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(d) |
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Exhibits: |
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Exhibit No. |
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Description |
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99.1
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Press release issued on September 9, 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: September 9, 2009
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Mediacom Communications Corporation
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By: |
/s/ Mark E. Stephan
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Mark E. Stephan |
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Executive Vice President and
Chief Financial Officer |
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exv99w1
Exhibit 99.1
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For Immediate Release |
Mediacom Communications Announces
Expiration and Final Results of Tender Offers for
91/2% Notes and 77/8% Notes
Middletown, NY September 9, 2009 Mediacom Communications Corporation (Nasdaq: MCCC) and its
subsidiaries Mediacom LLC and Mediacom Capital Corporation (together, the Companies) today
announced the expiration and final results of the previously announced cash tender offers for any
and all of the Companies outstanding 91/2% Senior Notes due 2013
(the 91/2% Notes) and the
Companies outstanding 77/8% Senior Notes due 2011 (the 77/8% Notes and, together with the
91/2% Notes, the Notes). The tender offers expired at 11:59 p.m., New York City time, on
September 8, 2009 (the Expiration Date).
As previously announced, on August 25, 2009, the Companies early accepted and paid for all Notes
validly tendered and not withdrawn as of 5:00 p.m., New York City time, on August 24, 2009 (the
Early Tender Date). As of the Early Tender Date, holders of $385.2 million aggregate principal
amount of 91/2% Notes and $63.6 million aggregate principal
amount of 77/8% Notes had validly
tendered and not withdrawn their Notes.
Since the Early Tender Date, holders of $5.0 million aggregate principal amount of 91/2% Notes and
$7.5 million aggregate principal amount of 77/8% Notes have validly tendered their Notes as of the
Expiration Date. Payment for such Notes, including accrued and unpaid interest from the last
interest payment date applicable to, but not including, the payment date, will be made promptly.
Pursuant to the tender offers, the Companies have or will purchase, in the aggregate, $390.2
million principal amount of 91/2% Notes and $71.1 million
principal amount of 77/8% Notes,
representing 78% and 57% of the outstanding principal amount of those notes, respectively.
The Companies previously announced the call for redemption of the entire principal amount of both
its 91/2% Notes and 77/8% Notes that remain outstanding following the expiration of the tender
offers. The redemption date for both series of Notes has been set for September 24, 2009. In
accordance with the redemption provisions of the Notes and the related indentures, any non-tendered
Notes will be redeemed at a price equal to 100% of the principal amount, plus accrued and unpaid
interest to, but not including, the redemption date.
Wells Fargo Securities and Citi acted as the dealer managers for the tender offers, and Global
Bondholder Services Corporation acted as the information agent and depositary. 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 nations 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 in the same amounts and 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
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Contact: |
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Investor Relations |
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Media Relations |
Calvin Craib |
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Thomas
Larsen |
Senior Vice President, |
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Vice
President, |
Corporate Finance |
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Legal
and Public Affairs |
(845) 695-2675 |
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(845)
695-2754 |