OKLAHOMA CITY, Nov. 15, 2007 (PRIME NEWSWIRE) -- Dobson Communications Corporation (the "Company") (Nasdaq:DCEL) today announced that it has given a notice to the holders of its previously issued $160,000,000 aggregate principal amount of 1.50% Senior Convertible Debentures due 2025 (CUSIP Nos. 256069AG2 and 256069AG0) (the "Debentures"). The notice was issued pursuant to an Indenture, dated as of September 13, 2005 (the "Indenture"), for the Debentures between the Company, as issuer, and Bank of Oklahoma, National Association, as trustee (the "Trustee"). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Indenture.
As previously announced, on June 29, 2007 the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), among the Company, AT&T Inc. (the "Parent") and Alpine Merger Sub, Inc. ("Merger Sub"), which contemplates that Merger Sub will be merged with and into the Company with the Company being the surviving corporation in the merger (the "Merger"). At the effective time of the Merger, each share of Class A Common Stock, par value $.001 per share, and Class B Common Stock, par value $.001 per share, of the Company (together, the "Common Stock") (other than certain excluded shares of the Common Stock) will be converted into the right to receive $13.00 per share in cash, less applicable tax withholdings (the "Merger Consideration").
Holders should be aware that after one Business day prior to the Fundamental Change Repurchase Date, the Debentures will no longer be convertible pursuant to Section 15.01(a)(vi) of the Indenture and therefore will be convertible only upon the occurrence of other events permitting conversion under the Indenture. Further, as a result of the Merger, the Debentures have become convertible for an amount of cash in a fixed amount without regard to when they are converted. Holders may exercise their conversion right by duly completing and manually signing the conversion notice attached to the notice provided to holders of the Debentures (the "Conversion Notice") and delivering the Conversion Notice and the Debentures, duly endorsed for transfer, to the conversion agent at Bank of Oklahoma, National Association, 9520 North May, 2nd Floor, Oklahoma City, OK 73120, Attn: Timothy M. Cook and Rachel Redd-Singleton, Corporate Trust. Holders in need of a Conversion Notice should contact the conversion agent at the address above.
The Company gave notice to all holders of the Debentures and the Trustee, pursuant to Sections 3.04, 3.06, 11.03, 15.04, 15.06 and 15.12(a) of the Indenture, that:
(i) on November 15, 2007, the Company entered into a Supplemental
Indenture with the Trustee (the "Supplemental Indenture"),
which provides that (i) the Debentures shall, without the
consent of any holder of the Debentures, be convertible into
the right to receive only $1,362.42 in cash per $1,000
principal amount of the Debentures, (ii) the term Applicable
Conversion Rate as used in the Indenture and the Supplemental
Indenture shall mean 104.8016 shares of Common Stock per
$1,000 principal amount of the Debentures if the Debentures
are converted at least one Business Day before the Fundamental
Change Repurchase Date or 97.0685 shares of Common Stock per
$1,000 principal amount of the Debentures if the Debentures
are converted on or after the Fundamental Change Repurchase
Date; however, holders should be aware that the Applicable
Conversion Rate will not determine what a holder receives upon
conversion which will be a fixed amount of cash of $1,362.42,
and (iii) effective as of November 15, 2007, the Company, as
the surviving corporation in the Merger, assumes the due and
punctual payment of the principal of, and premium, if any, and
interest on all of the Debentures, and the due and punctual
performance and observance of all of the covenants and
conditions of the Indenture to be performed or satisfied by
the Company;
(ii) the Merger became effective on November 15, 2007, which Merger
constituted a Fundamental Change and a Non-Stock Change of
Control;
(iii) the CUSIP numbers for the Debentures are 256069AG2 and
256069AG0;
(iv) the Debentures have become convertible into cash, and the
applicable Conversion Rate is 104.8016 for the period ending
one Business Day before the Fundamental Change Repurchase
Date;
(v) the Company has irrevocably elected to pay all amounts payable
upon conversion of the Debentures in cash and to not issue any
shares in respect of the $1,362.42 to be paid in cash per
$1,000 principal amount of the Debenture (the "Conversion
Consideration");
(vi) the Fundamental Change Repurchase Date is December 19, 2007,
and holders of the Debentures must exercise their right to
elect conversion prior to 5:00 p.m., New York City time, at
least one Business Day prior to the Fundamental Change
Repurchase Date in accordance with the terms of the Indenture,
including, without limitation, delivering to the Trustee a
Conversion Notice, in the form attached, prior to such time;
(vii) the Company is offering to repurchase Debentures in accordance
with Section 3.04 of the Indenture at a cash repurchase price
equal to 100% of the principal amount of the Debentures being
repurchased, plus accrued and unpaid interest to, but
excluding, the Fundamental Change Repurchase Date (the
"Repurchase Price"), subject to the satisfaction by the
repurchasing holder of the conditions set forth in the
Indenture;
(viii) the accrued and unpaid interest on the Debentures to, but
excluding, the Fundamental Change Repurchase Date, will be
equal to $3.25 per $1,000 principal amount;
(ix) holders of the Debentures must exercise their right to elect
to have the Company repurchase their Debentures pursuant to
Section 3.04 of the Indenture prior to 5:00 p.m., New York
City time, on the Fundamental Change Repurchase Date in
accordance with the terms of the Indenture, including, without
limitation, delivering to the Trustee a Repurchase Notice;
(x) the Trustee will act as the Conversion Agent and Paying Agent
(in addition to its capacity as the Trustee) from
November 15, 2007 with its address at Bank of Oklahoma,
National Association, 9520 North May, 2nd Floor, Oklahoma
City, OK 73120, Attn: Timothy M. Cook and Rachel Redd-
Singleton, Corporate Trust;
(xi) the Debentures must be surrendered to the Trustee in order to
receive (a) the Conversion Consideration in cash upon
conversion of the Debentures or (b) the Repurchase Price upon
repurchase of the Debentures, as applicable, in each case in
accordance with the terms of the Indenture; and
(xii) the Debentures as to which a Repurchase Notice has been given
may be converted only if the Repurchase Notice is withdrawn in
accordance with the terms of the Indenture. A holder may
withdraw its Repurchase Notice at any time prior to 5:00 p.m.,
New York City time, on the Fundamental Change Repurchase Date
by delivering a valid written notice of withdrawal in
accordance with Section 3.07.
Dobson Communications is a leading provider of wireless phone services to rural and suburban markets in the United States. Headquartered in Oklahoma City, the company owns wireless operations in 17 states. For additional information, please visit its web site at www.dobson.net.
The description of our plans and expectations set forth herein are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These plans and expectations involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from the plans and expectations include, without limitation, our substantial leverage and debt service requirements, our ability to satisfy the financial covenants of our outstanding debt instruments and to raise additional capital, our ability to manage our business successfully and to compete effectively in our wireless business against competitors with greater financial, technical, marketing and other resources, changes in end-user requirements and preferences, the development of other technologies and products that may gain more commercial acceptance than those of ours, terms in our roaming agreements, and adverse regulatory changes. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update or revise these forward-looking statements to reflect events or circumstances after the date hereof including, without limitation, changes in our business strategy or expected capital expenditures, or to reflect the occurrence of unanticipated events.