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): May 5, 2006
MEDIACOM BROADBAND LLC
(Exact name of Registrant as specified in its charter)
Delaware 333-72440 06-1615412
(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
100 Crystal Run Road
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:
|_| 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
See disclosure contained in Item 2.03 below, which is incorporated herein
by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Mediacom Communications Corporation owns cable systems through two
principal subsidiaries, Mediacom LLC and Mediacom Broadband LLC. The operating
subsidiaries of Mediacom Broadband LLC (the "Registrant") have a bank credit
facility (the "Broadband credit facility") that consists of a revolving credit
commitment and two term loans. On May 5, 2006, the operating subsidiaries of the
Registrant refinanced one of the term loans, of which the outstanding principal
amount was $495.0 million, with a new term loan in the amount of $800.0 million.
The new term loan consists of two tranches: (i) a $550.0 million term loan which
was funded on May 5, 2006; and (ii) a $250.0 million delayed-draw term loan
which the operating subsidiaries may borrow at any time until July 1, 2006.
Borrowings under the new term loan bear interest at a floating rate or
rates equal to, at the option of the operating subsidiaries of the Registrant,
the LIBOR rate or the prime rate, plus a margin specified in the Broadband
credit facility. The margin of the new term loan is 0.25% less than the margin
of the term loan that it replaced. The new term loan matures in January 2015,
whereas the term loan it replaced had a maturity of February 2014. The
obligations of the operating subsidiaries under the new term loan are governed
by the terms of the Broadband credit facility.
Proceeds from the new term loan were used to pay in full the outstanding
indebtedness of the term loan it replaced and to reduce the outstanding balance
of the revolving credit portion of the Broadband credit facility.
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
----------- -----------
10.1 Incremental Facility Agreement, dated as of May 5, 2006,
between the operating subsidiaries of Mediacom
Broadband LLC, the lenders signatory thereto and
JPMorgan Chase Bank, N.A., as administrative agent *
10.2 Amendment No. 2, dated as of May 5, 2006, to the Amendment
and Restatement, dated as of December 16, 2004, of
Credit Agreement, dated as of July 18, 2001, among the
operating subsidiaries of Mediacom Broadband LLC, the
lenders thereto and JP Morgan Chase Bank, as
administrative agent for the lenders *
- -------------
* Filed as an exhibit to the Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2006 of Mediacom Communications Corporation filed with
the Securities and Exchange Commission on May 10, 2006 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 hereunto duly authorized.
Dated: May 11, 2006
Mediacom Broadband LLC
By: /s/ Mark E. Stephan
---------------------------------
Mark E. Stephan
Executive Vice President,
Chief Financial Officer and
Treasurer