OKLAHOMA CITY, Aug. 13, 2003 (PRIMEZONE) -- Dobson Communications Corporation (Nasdaq:DCEL) and American Cellular Corporation today jointly announced that they have accepted all American Cellular's outstanding 9-1/2% Senior Subordinated Notes (CUSIP No. 025058AF5) ("Notes") that were tendered in connection with the proposed restructuring of American Cellular's indebtedness and equity ownership.
The offers, which expired at 5 p.m. ET, Tuesday, August 12, 2003, were extended to the holders of $700 million outstanding principal amount of the Notes. As of the August 12 deadline, 97.4 percent of the outstanding principal amount of the Notes had been tendered. The companies have waived the condition of the exchange offers that holders of at least 99.5 percent of the aggregate principal amount of American Cellular's outstanding Notes accept the exchange offers and tender their Notes in order for the exchange to be completed.
Dobson and American Cellular expect to close the exchange transaction on Monday, August 18, or as soon thereafter as is practicable, and then promptly proceed with the out-of-court restructuring of American Cellular's indebtedness and equity ownership. Accordingly, there will not be a restructuring through the alternative prepackaged bankruptcy plan.
Pursuant to the offer, Dobson Communications and American Cellular will exchange an aggregate of up to $50 million in cash, 45,054,800 shares of Dobson Communications Class A common stock and 700,000 shares of a new series of Dobson Communications convertible preferred stock having an aggregate liquidation preference of $125 million, convertible into a maximum of 14,285,714 shares of Dobson Communications Class A common stock, for the $700 million outstanding principal amount of Notes. American Cellular will become a wholly owned, indirect subsidiary of Dobson Communications.
The companies have agreed to file a re-sale shelf registration statement for the new Class A common and preferred stock within 20 days of the closing of the exchange.
At the time of the exchange, neither the common nor preferred shares to be issued by Dobson Communications, nor any equity securities that may be issued by American Cellular in the exchange offers, will be registered under the Securities Act of 1933. Any shares of Dobson Communications common and preferred stock, and any equity securities of American Cellular that are issued in the exchange offers may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933.
Dobson Communications is a leading provider of wireless phone services to rural markets in the United States. Headquartered in Oklahoma City, the Company owns or manages wireless operations in 16 states. For additional information on the Company and its operations, please visit its Web site at www.dobson.net.
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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. These risks include, but are not limited to, the completion of the transactions involved in the American Cellular restructuring. 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 filed with the Securities and Exchange Commission. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements.