OKLAHOMA CITY, March 12, 2007 (PRIME NEWSWIRE) -- American Cellular Corporation (the "Company"), a wholly owned subsidiary of Dobson Communications Corporation (Nasdaq:DCEL), announced today that it has further amended the terms and conditions of its tender offer for its 10% Senior Notes due 2011 (CUSIP No. 025058AG3; ISIN No. US 025058AG34) (the "Notes") and related consent solicitation. The tender offer is subject to the terms and conditions set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated February 15, 2007, as supplemented by supplements dated March 6, 2007 and March 12, 2007 (collectively, the "Offer to Purchase").
The primary purpose of the consent solicitation is now to amend the terms of the Notes and the related indenture to (i) remove the requirement in the restricted payments covenant for the Company to maintain a debt to cash flow ratio of no greater than 5.0 to 1, (ii) permit the Company to redeem an aggregate principal amount of $18.1 million of its 9.5% Senior Subordinated Notes due 2009, (iii) increase the general restricted payments basket from $20.0 million to $35.0 million in the aggregate, and (iv) permit the Company to replace its existing $250.0 million senior secured credit facility with a new $1.05 billion senior secured credit facility. Except for amendments to the restrictive covenants concerning restricted payments and the incurrence of indebtedness, the restrictive covenants contained in the terms of the Notes and related indenture would not be deleted as originally contemplated by the consent solicitation. Previously, the primary purpose of the consent solicitation was to amend the terms of the Notes and the related indenture to remove substantially all of the restrictive covenants contained therein.
The Company also amended the definition of the minimum tender condition for the tender offer to mean there having been validly tendered (and not validly withdrawn) prior to the Expiration Time (as defined below) not less than a majority, rather than not less than 75%, of the aggregate principal amount of the Notes outstanding under the related indenture, excluding Notes owned by the Company or any affiliate. Likewise, the Company amended the definition of requisite consents to mean consents from the holders of not less than a majority, rather than not less than 75%, of the aggregate principal amount of the Notes outstanding under the related indenture, excluding Notes owned by the Company or any affiliate.
As previously announced, the Company is offering to purchase $675.0 million in aggregate principal amount of the Notes. The Company plans on replacing its existing $250.0 million senior secured credit facility with a new $1.05 billion senior secured credit facility, and using borrowings under the new senior secured credit facility to (i) repurchase the Notes that are validly tendered and not validly withdrawn and accepted for payment in the tender offer, and (ii) repay all outstanding amounts under the existing senior secured credit facility. The Company also reserves the right, in its sole discretion, to purchase more than $675.0 million aggregate principal amount of the Notes in the tender offer.
In the event holders tender more Notes than the Company is offering to purchase, the Company will accept for purchase Notes in the aggregate principal amount the Company is offering to purchase on a pro rata basis among the tendering holders, rounding each tendering holder's pro rata amount of Notes downward to the nearest $1,000 and subject to the requirement that Notes be issued in minimum denominations of $1,000.
The further amended tender offer and consent solicitation will expire at 12:00 midnight, New York City time, on Monday, March 19, 2007 (the "Expiration Time"), unless extended, and is expected to settle shortly thereafter. Any holder who has validly tendered and not validly withdrawn Notes pursuant to the original tender offer and consent solicitation will be deemed to have validly tendered in the further amended tender offer and consent solicitation without any further action by such holder. Holders who tendered Notes pursuant to the original tender offer and consent solicitation may withdraw their Notes and revoke their consents up to 5:00 p.m., New York City time, on March 13, 2007, rather than March 12, 2007. For Notes that are withdrawn and subsequently re-tendered by a holder prior to the Expiration Time, the consideration will be the Tender Offer Consideration (as defined in the original Offer to Purchase), $1,035.56 for each $1,000 principal amount of such Notes, plus accrued interest to the applicable settlement date.
The tender offer is subject to the satisfaction of certain conditions, including entry into the new senior secured credit facility. Further details concerning the tender offer and consent solicitation are set forth in the Offer to Purchase.
The Company has engaged Morgan Stanley & Co. Incorporated as Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Persons with questions regarding the tender offer or the consent solicitation should be directed to Morgan Stanley toll-free at (800) 624-1808 or collect at (212) 761-5384 (attention: Tate Forrester). Requests for documents should be directed to Bondholder Communications Group, the Information and Tender Agent for the tender offer and consent solicitation, at (212) 809-2663, attention: Denise Conway. Copies of the documents are also available on-line at http://www.bondcom.com/acc.
This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of a consent with respect to any of the Notes. The tender offer and consent solicitation are being made solely by the Offer to Purchase. Any securities to be offered in the proposed refinancing will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Dobson Communications is a leading provider of wireless phone services to rural markets in the United States. Headquartered in Oklahoma City, the Company owns wireless operations in 17 states. For additional information on the Company and its operations, please visit its Web site at http://www.dobson.net.
This press release contains "forward-looking statements that are subject to risks and uncertainties. These include, but are not limited to, statements regarding the Company's plans, intentions and expectations. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. A more extensive discussion of the risk factors that could impact these areas and the Company's overall business and financial performance can be found in the Company's reports and other filings filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements.