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 25, 2009
Mediacom LLC
Mediacom Capital Corporation
Mediacom Capital Corporation
(Exact names of Registrants as specified in their charters)
| New York New York |
333-57285-01 333-57285 |
06-1433421 06-1513997 |
||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Nos.) | (IRS Employer Identification Numbers) |
100 Crystal Run Road
Middletown, New York 10941
(Address of principal executive offices)
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 1.01. Entry into a Material Definitive Agreement.
On August 25, 2009, Mediacom LLC and Mediacom Capital 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”), $350,000,000 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 August 25, 2009, the Issuers and Law
Debenture Trust Company of New York, as trustee, entered into an Indenture (the “Indenture”). See
Item 2.03 of this report for a discussion of the Notes and the Indenture.
In connection with the issuance and sale of the Notes, on August 25, 2009, the Issuers entered
into an Exchange and Registration Rights Agreement with the initial purchasers of the Notes. This
Exchange and 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 August 25, 2009 and to use their best efforts to
cause such registration statement to be declared effective within 330 days after August 25, 2009.
Under certain circumstances, the Issuers will be obligated to file a shelf registration statement
with respect to the Notes. Under the Exchange and Registration Rights Agreement, if the Issuers
fail to satisfy certain filing and other obligations with respect to the exchange, the Issuers 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.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
Notes
The Issuers issued and sold the Notes to certain initial purchasers at a purchase price of
97.622% per Note. The
Notes bear interest at a rate of 9.125% per annum and mature on August 15, 2019. Interest on the
Notes will be payable semi-annually on February 15 and August 15 of each year, beginning February
15, 2010, to holders of record at the close of business on the February 1 or August 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 general unsecured obligations of
the Issuers and rank senior to all of the Issuers’ future debt that is expressly subordinated in
right of payment to the Notes. The Notes rank equally with all of the Issuers’ existing and future
liabilities that are not so subordinated and are effectively subordinated to all of the Issuers’
secured debt and to all indebtedness and other liabilities of the Issuers’ subsidiaries.
(1)
The Issuers may redeem some or all of the Notes at any time on or after August 15, 2014 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 at the redemption price set forth in the Indenture.
Upon a change of control, as defined in the Indenture, the Issuers will be required to make an
offer to purchase the Notes at a purchase price of 101% of the principal amount thereof, plus
accrued and unpaid interest to the purchase date.
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 certain additional indebtedness and issue disqualified equity interests; | ||
| • | make certain distributions, investments and other restricted payments; | ||
| • | sell certain assets; | ||
| • | agree to any restrictions on the ability of restricted subsidiaries to make payments to the Issuers or any other restricted subsidiary; | ||
| • | create certain liens on their assets to secure indebtedness; and | ||
| • | enter into certain transactions with affiliates. |
In
addition, the Indenture governing the Notes contains a covenant that
restricts the ability of each of the Issuers to merge or consolidate
with or into another entity, or transfer all or substantially all of
its assets to another entity.
The
description of the Indenture and the Notes is qualified in its
entirety by the Indenture and the Notes.
The
Issuers will use the net proceeds of the offering of the Notes to purchase, pursuant to tender
offers, a portion of the Issuers’ outstanding 77/8% Senior Notes due 2011 and 91/2% Senior
Notes due 2013.
Term Loan
The operating subsidiaries of Mediacom LLC have a bank credit facility (the “credit facility”)
that consists of a revolving credit commitment and two term loans. On August 25, 2009, the
operating subsidiaries of Mediacom LLC entered into an incremental facility agreement that provides
for a new term loan under the credit facility in the principal amount of $300.0 million (the “new
term loan”). The new term loan will be funded on September 24, 2009.
Borrowings under the new term loan bear interest at a floating rate or rates equal to, at the
option of the operating subsidiaries of Mediacom LLC, the Eurodollar Rate or the Base Rate (each as
defined in the related Credit Agreement, dated as of October 21, 2004), plus a margin of 3.50 % for
Eurodollar Rate loans and a margin of 2.50% for Base Rate loans. For the first four years of the
new term loan, the Eurodollar Rate will be subject to a floor of 2.00%. The new term loan matures
on March 31, 2017. The obligations of the operating subsidiaries under the new term loan are
governed by the terms of the credit facility.
Proceeds from the funding of the incremental term loan facility will be used to fund, in large
part, the redemption of the outstanding 91/2% and 77/8% Senior Notes not purchased in the
(2)
tender offers. Any remaining proceeds will be used to pay a portion of the revolving credit
facility and for general corporate purposes.
Item 8.01 Other Events.
On August 25, 2009, Mediacom Communications Corporation announced the
completion of $650
million of Senior Notes and term loan financings for Mediacom LLC. The financings consisted of $350 million of 91/8% Senior Notes
due 2019, co-issued by the Issuers, sold pursuant to a Rule 144A offering, and an incremental senior secured term loan
facility of $300 million maturing in 2017, which was completed pursuant to an existing bank credit
agreement between the operating subsidiaries of Mediacom LLC and lenders thereto. The funding date
of the incremental term loan facility is September 24, 2009. A copy of the press release is being
furnished as Exhibit 99.1 to this report and incorporated herein by reference.
On
August 25, 2009, Mediacom Communications Corporation and the
Issuers announced that the Issuers have early accepted all 91/2% Senior Notes due 2013 and 77/8% Senior Notes due 2011 tendered in the
tender offers for those Notes as of 5:00 p.m., New York City time, on August 24, 2009, which was
the Early Tender Date for the tender offers. 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. 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 and term loan press release issued on August 25, 2009 | |
99.2
|
Tender offer press release issued on August 25, 2009 |
(3)
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 25, 2009
| Mediacom LLC |
||||
| By: | /s/ Mark E. Stephan | |||
| Mark E. Stephan | ||||
| Executive Vice President and Chief Financial Officer |
||||
(4)
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 25, 2009
| Mediacom Capital Corporation |
||||
| By: | /s/ Mark E. Stephan | |||
| Mark E. Stephan | ||||
| Executive Vice President and Chief Financial Officer |
||||
(5)
Exhibit 99.1
For Immediate Release
Mediacom Communications Announces
Completion of Senior Note and Term Loan Financings
Completion of Senior Note and Term Loan Financings
Middletown, NY — August 25, 2009 — Mediacom Communications Corporation (Nasdaq: MCCC) announced
today the completion of $650 million of financing for Mediacom LLC, one of its two principal
operating subsidiaries. The financings consisted of $350 million of 91/8% Senior Notes due 2019, sold
pursuant to a Rule 144A offering, and an incremental senior secured term loan facility of $300
million maturing in 2017, which was completed pursuant to an existing bank credit agreement between
the operating subsidiaries of Mediacom LLC and lenders thereto. The funding date of the incremental
term loan facility is September 24, 2009.
The net proceeds of the 91/8% Senior Notes will be used to fund, in large part, the purchase by
Mediacom LLC of both its 91/2% Senior Notes due 2013 and 77/8% Senior Notes due 2011, which are subject
to ongoing tender offers. In accordance with the terms of the tender offers, Mediacom LLC has
elected to accept and early purchase all notes tendered by or before 5:00 p.m. on August 24, 2009.
The final expiration of the tender offers is 11:59 p.m. on September 8, 2009. All of the 91/2% and
77/8% Senior Notes that remain outstanding after the expiration of the tender offers have been called
for redemption on September 24, 2009. Proceeds from the funding of the incremental term loan
facility will be used to fund, in large part, the redemption of the outstanding 91/2% and 77/8% Senior
Notes not purchased in the tender offers.
The
91/8%
Senior Notes will not be registered under the Securities Act or any
state securities 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 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.
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
Early Acceptance of Tendered 91/2% Notes and 77/8% Notes and
Redemption of All Remaining Outstanding Notes of Those Series
Early Acceptance of Tendered 91/2% Notes and 77/8% Notes and
Redemption of All Remaining Outstanding Notes of Those Series
Middletown, NY — August 25, 2009 — Mediacom Communications Corporation (Nasdaq: MCCC) and its
subsidiaries Mediacom LLC and Mediacom Capital Corporation (together, the “Companies”) today
announced that they have early accepted all 91/2% Senior Notes due 2013 (the “91/2% Notes”) and 77/8%
Senior Notes due 2011 (the “77/8% Notes” and, together with the 91/2% Notes, the “Notes”) tendered in
the tender offers for those Notes as of 5:00 p.m., New York City time, on August 24, 2009, which
was the Early Tender Date for the tender offers. 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. This represents approximately 77% and
51% of the outstanding principal amount of the 91/2% Notes and 77/8% Notes, respectively. The
settlement date for the accepted Notes is today, August 25, 2009.
It was further announced that all conditions to the acceptance of further tenders of Notes in the
tender offers have been waived. In accordance with the terms of the tender offers, Notes that are
tendered after the Early Tender Date may not be withdrawn.
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 (the “Expiration Date”). Holders of 91/2% Notes who
validly tender their Notes after the Early Tender Date but on or prior to the Expiration Date will
be entitled to receive $982.50 per $1,000 principal amount tendered and accepted for purchase, plus
accrued and unpaid interest to, but not including, the payment date for such Notes. Holders of 77/8%
Notes who validly tender their Notes after the Early Tender Date but on or prior to the Expiration
Date will be entitled to receive $980.00 per $1,000 principal amount tendered and accepted for
purchase, plus accrued and unpaid interest to, but not including, the payment date for such
Notes. The Companies will accept and purchase all Notes validly tendered after the Early Tender
Date and prior to the Expiration Date.
In addition, the Companies 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, the 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 are acting as the dealer managers for the tender offers, and Global
Bondholder Services Corporation is acting as the information agent and depositary. Copies of the
offer to purchase, as supplemented, 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 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
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 |