American Cellular Announces Pricing of Tender Offer for Its 10 Percent Senior Notes Due 2011 and Also Announces Receipt of Requisite Consents


OKLAHOMA CITY, March 2, 2007 (PRIME NEWSWIRE) -- American Cellular Corporation (the "Company"), a wholly owned subsidiary of Dobson Communications Corporation (Nasdaq:DCEL), announced today that it has determined the consideration to be paid in its tender offer for its 10% Senior Notes due 2011 (CUSIP No. 025058AG3) (the "Notes"). 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 (the "Statement").

The total consideration for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on Thursday, March 1, 2007 (the "Consent Time") and accepted for payment is $1,065.56, plus accrued interest to but excluding the applicable settlement date. This amount includes a consent fee of $30.00. The total consideration was determined by reference to a fixed spread of 50 basis points over the yield on the 3.875% U.S. Treasury Note due July 31, 2007, which was determined at 2:00 p.m., New York City time, on March 1, 2007. The reference yield and the tender offer yield are 5.044% and 5.544%, respectively. The tender offer will expire at 12:00 midnight, New York City time, on March 15, 2007 (the "Expiration Time"), unless extended. For Notes tendered after the Consent Time and prior to the Expiration Time, the tender offer consideration will be $1,035.56 for each $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for payment, plus accrued interest to the applicable settlement date.

The Company also announced that it has obtained the requisite consents to the proposed amendments to the tendered Notes and the indenture governing the Notes, described in more detail in the Statement, from the holders of at least 75% in aggregate principal amount of the outstanding Notes. As of the Consent Time, tenders and consents had been received with respect to approximately 97% of the outstanding principal amount of the Notes.

The tender offer is subject to the satisfaction of certain conditions, including consummation of a new private offering of $425 million of senior notes and a new senior secured credit facility of up to $850 million. Further details concerning the tender offer and consent solicitation are set forth in the Statement.

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, and available 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 Statement. 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.


            

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