Attached files
file | filename |
---|---|
8-K - FORM 8-K - RCN CORP /DE/ | w77623e8vk.htm |
EX-2.1 - EX-2.1 - RCN CORP /DE/ | w77623exv2w1.htm |
EX-99.5 - EX-99.5 - RCN CORP /DE/ | w77623exv99w5.htm |
EX-99.2 - EX-99.2 - RCN CORP /DE/ | w77623exv99w2.htm |
EX-99.3 - EX-99.3 - RCN CORP /DE/ | w77623exv99w3.htm |
EX-99.4 - EX-99.4 - RCN CORP /DE/ | w77623exv99w4.htm |
Exhibit 99.1
Contact:
RCN
Richard Ramlall, SVP Strategic External Affairs and Programming, (703) 434-8430
Lippert/Heilshorn & Associates
Carolyn Capaccio, (212) 838-3777, ccapaccio@lhai.com
RCN Corporation to be Acquired by ABRY Partners
RCN Stockholders to Receive $15 per Share in Cash;
Transaction Valued at $1.2 Billion
Transaction Valued at $1.2 Billion
HERNDON, Va., March 5, 2010 RCN Corporation (NASDAQ: RCNI) and ABRY Partners today announced
their entry into a definitive agreement for an investment fund managed by ABRY to acquire RCN for
total consideration of approximately $1.2 billion, including the assumption of debt. As part of
this agreement, each share of RCN common stock issued and outstanding immediately prior to the
effective time of the merger will be entitled to receive $15 in cash, representing a 43% premium
over RCNs average closing share price during the past 30 trading days and a 22% premium over the
closing share price on March 4, 2010. The transaction has fully committed financing, consisting of
a combination of equity to be invested by ABRY and debt financing to be provided by SunTrust
Robinson Humphrey, Inc., GE Capital, Société Générale, and certain of their affiliates.
The transaction is expected to be completed in the second half of 2010, subject to receipt of
stockholder approval, regulatory approvals, including the receipt of required consents and
approvals of the Federal Communications Commission, as well as satisfaction of other customary
closing conditions. The transaction is not subject to any financing condition.
Under the terms of the merger agreement, RCN may solicit proposals from third parties for 40 days
through April 14, 2010. There can be no assurances that this process will result in an alternative
transaction. RCN does not intend to disclose developments with respect to this solicitation
process unless and until its Board of Directors has made a decision.
Deutsche Bank Securities Inc. and Waller Capital Partners, LLC acted as financial advisors to the
Special Committee of RCNs Board of Directors with respect to this transaction. Jenner & Block LLP
acted as counsel to RCN.
SunTrust Robinson Humphrey acted as exclusive financial advisor to ABRY and will also serve as Left
Lead Joint Bookrunner and Administrative Agent for the debt financing. GE Capital
Markets and SG
Americas Securities will also act as Joint Bookrunners for the debt financing. Edwards Angell
Palmer & Dodge LLP acted as counsel to ABRY Partners.
Update Regarding Conference Call for Fourth Quarter Financial Results
As a result of this announcement, RCN will not hold a fourth quarter 2009 results conference call,
previously scheduled for March 9, 2010.
About RCN Corporation
RCN Corporation (NASDAQ: RCNI), www.rcn.com, is a competitive broadband services provider
delivering all-digital and high definition video, high-speed internet and premium voice services to
residential and small-medium business customers under the brand names of RCN and RCN Business
Services, respectively. In addition, through its RCN Metro Optical Networks business unit, RCN
delivers fiber-based high-capacity data transport services to large commercial customers, primarily
large enterprises and carriers, targeting the metropolitan central business districts in the
companys geographic markets. RCNs primary service areas include Washington, D.C., Philadelphia,
Lehigh Valley (PA), New York City, Boston and Chicago. (RCNI-G)
About ABRY Partners
Based in Boston, Massachusetts, ABRY Partners enjoys a position as one of the most experienced and
successful media and communications focused private equity investment firms in North America. Since
1989, ABRY Partners has completed over $21 billion of leveraged transactions and other private
equity and mezzanine investments, representing investments in more than 500 media and
communications properties.
Important Notice
In connection with the proposed transaction, RCN will file a proxy statement and other materials
with the Securities and Exchange Commission. Investors and security holders are advised to read
the proxy statement and these other materials when they become available because they will contain
important information about RCN and the proposed transaction. Investors and security holders may
obtain a free copy of the proxy statement (when available) and other documents filed by RCN with
the Securities and Exchange Commission at the SEC web site at www.sec.gov. Copies of the proxy
statement (when available) and other filings made by RCN with the SEC can also be obtained, free of
charge, by directing a request to RCN Corporation, 196 Van Buren Street, Herndon, VA 20170,
Attention: Investor Relations. The proxy statement (when available) and such other documents are
also available for free on the RCN website at www.rcn.com under About RCN/Investor Relations/SEC
Filings.
RCN and its directors and officers and other persons may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the proposed acquisition
transaction. Information concerning the interests of directors and executive officers in the
solicitation is set forth in the RCN proxy statements and Annual Reports on Form 10-K,
previously
filed with the SEC, and in the proxy statement relating to the proposed transaction when it becomes
available.
RCN Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. One can identify these forward-looking statements by
the use of words such as expect, anticipate, plan, may, will, estimate or other similar
expressions. Because such statements apply to future events, they are subject to risks and
uncertainties that could cause the actual results to differ materially. Important factors, which
could cause actual results to differ materially, include (without limitation): the ability to
obtain regulatory approvals of the transactions contemplated by the acquisition agreement on the
proposed terms and schedule; the failure of RCNs stockholders to approve the transactions
contemplated by the acquisition agreement; our ability to maintain relationships with customers,
employees or suppliers following the announcement of the transaction; the ability of third parties
to fulfill their obligations relating to the proposed transactions, including providing financing
under current financial market conditions; the ability of the parties to satisfy the conditions to
closing of the transactions contemplated by the acquisition agreement; and the risk that the
transactions contemplated by the acquisition agreement may not be completed in the time frame
expected by the parties or at all. Additional information on risk factors that may affect the
business and financial results of RCN can be found in RCNs Annual Report on Form 10-K and in the
filings of RCN made from time to time with the SEC. RCN undertakes no obligation to correct or
update any forward-looking statements, whether as a result of new information, future events or
otherwise.
# # #