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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 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): October
5, 2006
MEDIACOM
BROADBAND LLC
MEDIACOM
BROADBAND CORPORATION
(Exact
names of Registrants as specified in their charters)
|
Delaware
Delaware
(State
or other jurisdiction of incorporation or organization)
|
333-72440
333-72440-01
(Commission
File
Numbers)
|
06-1615412
06-1630167
(IRS
Employer
Identification
Nos.)
|
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:
[
] Written communications pursuant to Rule 425 under the Securities
Act
(17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
On
October 5, 2006, Mediacom Broadband LLC and Mediacom Broadband Corporation
(collectively, the “Issuers”) sold, through a private placement exempt from the
registration requirements under the Securities Act of 1933, as amended (the
“Securities Act”), $300,000,000 in aggregate principal amount of Notes (the
“Notes”). The Notes were sold within the United States only to qualified
institutional buyers in reliance on Rule 144A under the Securities Act, and
outside the United States only to non-U.S. persons in reliance on Regulation
S
under the Securities Act.
In
connection with the issuance and sale of the Notes, on October 5, 2006, the
Issuers entered into a Registration Rights Agreement with the initial purchasers
of the Notes. This Registration Rights Agreement requires the Issuers to
register with the Securities and Exchange Commission (the “Commission”) notes
having substantially identical terms as the Notes as part of an offer to
exchange non-restricted exchange notes (the “Exchange Notes”) for the Notes. The
Issuers have agreed to use their best efforts to file a registration statement
for the Exchange Notes with the Commission within 210 days after October 5,
2006
and to use their best efforts to cause such registration statement to be
declared effective within 330 days after October 5, 2006. Under certain
circumstances, the Company will be obligated to file a shelf registration
statement with respect to the Notes. Under the Registration Rights Agreement,
if
the Company fails to satisfy certain filing and other obligations with respect
to the exchange, the Company will be obligated to pay an additional annual
interest rate on the Notes of up to a maximum of 1.0% per annum. Such additional
interest would cease to accrue once such default is remedied.
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Item
2.03.
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
|
The
Issuers issued and sold the Notes to certain initial purchasers at a purchase
price of 99.250% per Note, plus interest deemed to have accrued from and
including April 15, 2006. The Notes bear interest at a rate of 8 1/2% per annum
and mature on October 15, 2015. Interest on the Notes will be payable
semi-annually on April 15 and October 15 of each year, beginning October 15,
2006, to holders of record at the close of business on the April 1 or October
1,
respectively, preceding such interest payment date. Interest on the Notes will
be paid on the basis of a 360-day year comprised of twelve 30-day months. The
Notes are senior unsecured obligations of the Issuers and rank equally in right
of payment with all of their existing and future senior unsecured indebtedness
that does not expressly provide that it is subordinated to the Notes.
The
Issuers may redeem some or all of the Notes at any time on or prior to October
14, 2010 at a redemption rate equal to 100% of the principal amount of the
Notes
redeemed plus an applicable premium calculated as set forth in the Indenture
between the Issuers, Law Debenture Trust Company of New York, as trustee, and
Deutsche Bank Trust Company Americas, as paying agent and note registrar, as
of
August 30, 2005 (the “Indenture”). The Issuers may redeem some or all of the
Notes at any time after that date at the redemption prices set forth in the
Indenture. The Issuers may also redeem up to 35% of the aggregate principal
amount of the Notes using the proceeds from certain equity offerings on or
before October 15, 2008, at the redemption prices set forth in the
Indenture.
Upon
a
change of control, as defined in the Indenture, a holder of Notes will have
the
right to require the Issuers to repurchase such holder’s Notes at a repurchase
equal to 101% of their principal amount, plus accrued and unpaid interest to
the
date of repurchase.
The
Indenture governing the Notes contains certain covenants that will limit, among
other things, the Issuers’ ability and the ability of their restricted
subsidiaries to: incur additional debt; pay dividends on their equity interests
or repurchase their equity interests; make certain investments; enter into
certain types of transactions with affiliates; limit dividends or other payments
by their restricted subsidiaries to them; use assets as security in other
transactions; and sell certain assets or merge with or into other companies.
These restrictive covenants are subject to a number of important qualifications
set forth in the Indenture.
The
description of the Indenture and the Notes is qualified in its entirety by
the
Indenture.
Mediacom
Broadband LLC will use the net proceeds of the offering of the Notes to reduce
borrowings (but not commitments) outstanding under the revolving credit portion
of its subsidiary credit facility.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d)
Exhibits:
|
Exhibit
|
Description
|
|
4.1
|
Indenture,
dated as of August 30, 2005, filed as an exhibit to the Current Report
on
Form 8-K, dated August 30, 2005, of Mediacom Broadband LLC
and Mediacom Broadband Corporation and incorporated herein by
reference.
|
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 thereunto
duly authorized.
Mediacom
Broadband
LLC
Date:
October 11, 2006
By:
/s/
Mark E. Stephan________________
Mark
E.
Stephan
Executive
Vice
President and
Chief
Financial
Officer
Mediacom
Broadband
Corporation
Date:
October 11, 2006
By: /s/
Mark E. Stephan________________
Mark
E.
Stephan
Executive
Vice
President and
Chief
Financial Officer