OKLAHOMA CITY, Oct. 26, 2007 (PRIME NEWSWIRE) -- Dobson Communications Corporation (the "Company") (Nasdaq:DCEL) announced today 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. 256069AF2 and 256069AG 0) (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. 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").
The Company gave notice to all holders of the Debentures and the Trustee, pursuant to Sections 15.01(e), 15.04, 15.10 and 17.03 of the Indenture, that (i), if the Merger is consummated, the Merger will constitute a Fundamental Change and a Non-Stock Change of Control and the Debentures will become convertible pursuant to Section 15.01(a)(vi) of the Indenture, and (ii) it is anticipated that, on the terms and subject to the conditions set forth in the Merger Agreement, the Merger will become effective as early as November 15, 2007, subject to obtaining the required consents of the Federal Communications Commission, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction or waiver of the other terms and conditions set forth in the Merger Agreement. If the Merger is consummated, each $1,000 principal amount of the Debentures will be convertible as a result of the Merger solely into an amount of cash amount (the "Conversion Amount") equal to the sum of (i) $1,261.90 plus (ii) an amount determined based on the adjustment to the Conversion Rate contemplated by Section 15.04(b) of the Indenture, which adjustment cannot be calculated until the actual effective date of the Merger is known. If the Merger were to become effective on November 15, 2007, the Conversion Amount will be $1,362.49 per $1,000 principal amount of the Debentures. The Conversion Amount will decrease as provided in the Indenture if the actual effective date of the Merger is delayed beyond November 15, 2007.
Holders of the Debentures are entitled to exercise the conversion right described herein pursuant to Section 15.01(a)(vi) of the Indenture at any time beginning on October 31, 2007 until and including 5:00 p.m., New York City time, on the date 15 calendar days after the actual effective date of the Merger, or if applicable, the business day preceding the Fundamental Change Repurchase Date (as defined in the Indenture). Holders that wish to covert their Debentures must follow the conversion procedures specified in the Indenture.
The Company gave the notice to all holders of the Debentures and the Trustee pursuant to the terms of the Indenture. There can be no assurance that the Merger will become effective on November 15, 2007 or any other date. The Merger may become effective before or after such date, or not at all, and is subject to the satisfaction or waiver of all of the conditions to closing set forth in the Merger Agreement, including, without limitation, obtaining the required consents of the Federal Communications and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
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 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.