Adelphia Announces Sale of $500 Million Convertible Subordinated Notes
Apr 20, 2001, 01:00 ET from Adelphia Communications Corporation
COUDERSPORT, Pa., April 20 /PRNewswire Interactive News Release/ --
Adelphia Communications Corporation (Nasdaq: ADLAC) announced the final terms
for its previously announced public offering of Convertible Subordinated Notes
due 2021. The final prospectus supplement for this transaction provides for
an offering of $500 million aggregate principal amount of 3.25% Convertible
Subordinated Notes due 2021, prior to the exercise of any underwriters' over-
allotment option. The 3.25% Convertible Subordinated Notes due 2021 are
convertible into Class A common stock of Adelphia at an initial conversion
price of $43.758 per share, subject to adjustment, will be noncallable prior
to May 3, 2005, and will be puttable for cash on May 1, 2003 and for cash,
Class A common stock or a combination thereof, at the Company's option, on
May 1, 2005, 2007, 2011 and 2016.
This public offering will generate gross proceeds totaling approximately
$500 million. Net proceeds will be initially invested in cash equivalents or
used to repay revolving credit facilities of Adelphia's subsidiaries, and
thereafter will be available for general corporate purposes. Closing for the
offering is expected to occur on April 25, 2001.
In addition to the 3.25% Convertible Subordinated Notes due 2021 to be
sold to the public, the family of John Rigas, Chairman of Adelphia, has
entered into an agreement with Adelphia to purchase $400 million aggregate
principal amount of 3.25% convertible subordinated notes due 2021 of Adelphia.
The economic terms of the notes the Rigas family is purchasing will be
substantially similar to the notes being sold in the public offering, except
that those notes will be convertible into Class B common stock. The Rigas
family will purchase these notes at a price per note equal to the public
offering price less the underwriting discount in the public offering, plus an
interest factor. The closing on this Rigas family purchase is to occur within
270 days after the closing of the above mentioned public offering of 3.25%
Convertible Subordinated Notes due 2021.
Salomon Smith Barney Inc. and Banc of America Securities LLC are serving
as joint book-running managers of the public offering of 3.25% Convertible
Subordinated Notes due 2021, with BMO Nesbitt Burns Corp., First Union
Securities, Inc., Morgan Stanley Dean Witter, BNY Capital Markets, Inc.,
Credit Lyonnais Securities, JPMorgan, Scotia Capital and SG Cowen serving as
co-managers. Copies of prospectuses may be obtained from Salomon Smith Barney
Inc., 388 Greenwich Street, New York, New York 10013 or Banc of America
Securities LLC, 9 West 57th Street, 40th Floor, New York, New York 10019.
Adelphia Communications Corporation, with headquarters in Coudersport,
Pennsylvania, is the sixth largest cable television company in the country.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the 3.25%
Convertible Subordinated Notes due 2021 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.
The statements in this press release that are not historical facts are
forward-looking statements that are subject to material risks and
uncertainties. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance or results and involve
risks and uncertainties, and that actual results or developments may differ
materially from those in the forward-looking statements as a result of various
factors which are discussed in the Company's filings with the Securities and
Exchange Commission. These risks and uncertainties include, but are not
limited to, uncertainties relating to general business and economic
conditions, acquisitions and divestitures, risks associated with the Company's
growth and financings, the availability and cost of capital, government and
regulatory policies, the pricing and availability of equipment, materials,
inventories and programming, product acceptance, the Company's ability to
execute on its business plans and to construct, expand and upgrade its cable
systems, fiber optic networks and related facilities, risks associated with
reliance on the performance and financial condition of vendors and customers,
technological developments and changes in the competitive environment in which
the Company operates. Additional information regarding factors that may affect
the business and financial results of Adelphia can be found in the Company's
Form 10-K for the year ended December 31, 2000, as well as in the prospectus
and most recent prospectus supplement filed under Registration Statement No.
333-78027, under the section entitled "Risk Factors" contained therein. The
Company does not undertake to update any forward-looking statements in this
press release or with respect to matters described herein.
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SOURCE Adelphia Communications Corporation
COUDERSPORT, Pa., April 20 /PRNewswire Interactive News Release/ --
Adelphia Communications Corporation (Nasdaq: ADLAC) announced the final terms
for its previously announced public offering of Convertible Subordinated Notes
due 2021. The final prospectus supplement for this transaction provides for
an offering of $500 million aggregate principal amount of 3.25% Convertible
Subordinated Notes due 2021, prior to the exercise of any underwriters' over-
allotment option. The 3.25% Convertible Subordinated Notes due 2021 are
convertible into Class A common stock of Adelphia at an initial conversion
price of $43.758 per share, subject to adjustment, will be noncallable prior
to May 3, 2005, and will be puttable for cash on May 1, 2003 and for cash,
Class A common stock or a combination thereof, at the Company's option, on
May 1, 2005, 2007, 2011 and 2016.
This public offering will generate gross proceeds totaling approximately
$500 million. Net proceeds will be initially invested in cash equivalents or
used to repay revolving credit facilities of Adelphia's subsidiaries, and
thereafter will be available for general corporate purposes. Closing for the
offering is expected to occur on April 25, 2001.
In addition to the 3.25% Convertible Subordinated Notes due 2021 to be
sold to the public, the family of John Rigas, Chairman of Adelphia, has
entered into an agreement with Adelphia to purchase $400 million aggregate
principal amount of 3.25% convertible subordinated notes due 2021 of Adelphia.
The economic terms of the notes the Rigas family is purchasing will be
substantially similar to the notes being sold in the public offering, except
that those notes will be convertible into Class B common stock. The Rigas
family will purchase these notes at a price per note equal to the public
offering price less the underwriting discount in the public offering, plus an
interest factor. The closing on this Rigas family purchase is to occur within
270 days after the closing of the above mentioned public offering of 3.25%
Convertible Subordinated Notes due 2021.
Salomon Smith Barney Inc. and Banc of America Securities LLC are serving
as joint book-running managers of the public offering of 3.25% Convertible
Subordinated Notes due 2021, with BMO Nesbitt Burns Corp., First Union
Securities, Inc., Morgan Stanley Dean Witter, BNY Capital Markets, Inc.,
Credit Lyonnais Securities, JPMorgan, Scotia Capital and SG Cowen serving as
co-managers. Copies of prospectuses may be obtained from Salomon Smith Barney
Inc., 388 Greenwich Street, New York, New York 10013 or Banc of America
Securities LLC, 9 West 57th Street, 40th Floor, New York, New York 10019.
Adelphia Communications Corporation, with headquarters in Coudersport,
Pennsylvania, is the sixth largest cable television company in the country.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the 3.25%
Convertible Subordinated Notes due 2021 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.
The statements in this press release that are not historical facts are
forward-looking statements that are subject to material risks and
uncertainties. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance or results and involve
risks and uncertainties, and that actual results or developments may differ
materially from those in the forward-looking statements as a result of various
factors which are discussed in the Company's filings with the Securities and
Exchange Commission. These risks and uncertainties include, but are not
limited to, uncertainties relating to general business and economic
conditions, acquisitions and divestitures, risks associated with the Company's
growth and financings, the availability and cost of capital, government and
regulatory policies, the pricing and availability of equipment, materials,
inventories and programming, product acceptance, the Company's ability to
execute on its business plans and to construct, expand and upgrade its cable
systems, fiber optic networks and related facilities, risks associated with
reliance on the performance and financial condition of vendors and customers,
technological developments and changes in the competitive environment in which
the Company operates. Additional information regarding factors that may affect
the business and financial results of Adelphia can be found in the Company's
Form 10-K for the year ended December 31, 2000, as well as in the prospectus
and most recent prospectus supplement filed under Registration Statement No.
333-78027, under the section entitled "Risk Factors" contained therein. The
Company does not undertake to update any forward-looking statements in this
press release or with respect to matters described herein.
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http://tbutton.prnewswire.com/prn/11690X05741791
SOURCE Adelphia Communications Corporation
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