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Centennial Communications Announces Pricing on $325 Million Senior Unsecured Notes Offering.


Business Editors/High-Tech Writers

WALL, N.J.--(BUSINESS WIRE)--Jan. 16, 2004

Centennial Communications Centennial Communications (NASDAQ: CYCL) and its subsidiaries (Centennial Wireless (U.S.), Centennial Dominicana and Centennial de Puerto Rico) provide wireless and broadband telecommunications services to wireless telephone subscribers in the United States, Puerto Rico, the  Corp. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: CYCL) ("Centennial" or the "Company") today announced that it has priced $325 million of 8.125% senior unsecured notes due 2014 to be issued in a private placement pursuant to Rule 144A Rule 144A

A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves.
 and Regulation S of the Securities Act of 1933.

As previously announced, Centennial has received a commitment for a new $750 million senior secured credit facility, consisting of a $600 million, seven-year term loan maturing in 2011 and a $150 million, six-year revolving credit Revolving Credit

A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs.
 facility maturing in 2010. Term loan borrowings under the new senior secured credit facility, together with proceeds of the senior notes offering, will be used to:

-- refinance and replace the Company's existing senior secured

credit facilities credit facilities nplfacilidades fpl de crédito

credit facilities nplfacilités fpl de paiement

credit facilities 
, which have an outstanding principal balance

of approximately $628 million as of November 30, 2003;

-- fund the repurchase of all of the Company's outstanding

unsecured subordinated notes due 2009 (the "Mezzanine Debt"),

which are currently accruing paid-in-kind interest at a rate

of 13.0%. At November 30, 2003, the outstanding principal

amount, including unaccreted value of the equity portion of

the Mezzanine Debt, was approximately $194 million;

-- fund the redemption of up to $75 million aggregate principal

amount of the Company's outstanding $370 million 10.75% senior

subordinated notes due 2008; and

-- pay related fees and expenses.

Completion of each of the new senior secured credit facility and the senior notes offering is conditioned on the closing of the other transaction and is expected to occur on or about February 9, 2004. Each transaction is subject to customary closing conditions. There can be no assurance that either the senior notes offering, the new senior secured credit facility or the redemption of a portion of our senior subordinated notes will be consummated as planned, or at all.

The senior notes to be offered and sold will not be registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  absent registration under, or an applicable exemption from, the registration requirements of the Securities Act of 1933 and applicable state securities laws.

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 senior notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws, or absent the availability of an exemption from such registration or qualification requirements.

About Centennial

Centennial is one of the largest independent wireless telecommunications service providers A Telecommunications Service Provider or TSP is a type of Communications Service Provider that has traditionally provided telephone and similar services. This category includes ILECs, CLECs, and mobile wireless companies.  in the United States and the Caribbean with approximately 17.3 million Net Pops and approximately 997,200 wireless subscribers. Centennial's U.S. operations have approximately 6.1 million Net Pops in small cities and rural areas. Centennial's Caribbean integrated communications operation owns and operates wireless licenses for approximately 11.2 million Net Pops in Puerto Rico Puerto Rico (pwār`tō rē`kō), island (2005 est. pop. 3,917,000), 3,508 sq mi (9,086 sq km), West Indies, c.1,000 mi (1,610 km) SE of Miami, Fla. , the Dominican Republic Dominican Republic (dəmĭn`ĭkən), republic (2005 est. pop. 8,950,000), 18,700 sq mi (48,442 sq km), West Indies, on the eastern two thirds of the island of Hispaniola. The capital and largest city is Santo Domingo.  and the U.S. Virgin Islands, and provides voice, data, video and Internet services on broadband networks This article or section needs copy editing for grammar, style, cohesion, tone and/or spelling.
You can assist by [ editing it] now.
 in the region. Welsh, Carson Anderson & Stowe and an affiliate of the Blackstone Group Blackstone Group L.P. (NYSE: BX) is a prominent private equity and investment management firm founded in 1985 by Peter G. Peterson and Stephen A. Schwarzman. The company is based in New York City, in River House on Park Avenue at Fifty-first Street, with offices in Atlanta,  are controlling shareholders of Centennial.

Cautionary statement for purposes of the "safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
" provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995: Information in this release that involves Centennial's expectations, beliefs, hopes, plans, projections, estimates, intentions or strategies regarding the future are forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company's actual results to differ materially from those projected in such forward-looking statements. These risks, assumptions and uncertainties include, but are not limited to: our substantial debt obligations; the availability and cost of additional capital to fund our operations, including the need to refinance and/or amend existing indebtedness; restrictive covenants Restrictive covenants

Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends.
 and consequences of default contained in our financing arrangements, which place limitations on how we conduct business; the competitive nature of the telecommunications industry in the areas in which we operate, including, without limitation, the effect of existing and new competitors, including competitors that may have a lower cost basis or greater resources than we do, competitors that may offer less expensive products than we do and competitors that may offer more technologically advanced products than we do; our ability to effectively manage subscriber cancellations, particularly in light of regulations that took effect November 2003 requiring wireless companies to permit the wireless phone numbers that they allocate to their customers to be portable when the customer switches to another carrier, which will increase retention costs and present technological difficulties; market prices for the products and services we offer may continue to decline in the future; general economic, business, political and social conditions in the areas in which we operate, including the less developed Caribbean region, including the effects of world events and weather conditions on tourism in the Caribbean; continued overbuilding by personal communications service
    Personal Communications Service or PCS is the name for the 1900-MHz radio band used for digital mobile phone services in Canada, Mexico and the United States. Code Division Multiple Access (CDMA), GSM, and D-AMPS systems can be used on PCS frequencies.
     providers in our U.S. wireless markets and the effects of increased competition in our markets, which may cause a reduction in roaming revenues, increased subscriber cancellations, a continued reduction of prices charged and lower average revenue per subscriber; fluctuations in currency values; our dependence on roaming agreements for a material portion of our U.S. wireless revenues and the continued price declines in roaming rates and potential reduction of roaming minutes of use; our ability to attract and retain qualified personnel; the fact that our coverage areas are not as extensive as those of other wireless operators which may limit our ability to attract and retain customers; the effects of consolidation in the wireless communications wireless communications

    System using radio-frequency, infrared, microwave, or other types of electromagnetic or acoustic waves in place of wires, cables, or fibre optics to transmit signals or data.
     industry; the effects of governmental regulation of the telecommunications industry; the capital intensity of the telecommunications industry, including our plans to make significant capital expenditures during the coming years to continue to build out and upgrade our networks and the availability of additional capital to fund these capital expenditures; declining rates for international long distance traffic; opportunities for growth through acquisitions and investments and our ability to manage this growth; changes and developments in technology, including our ability to upgrade our networks to remain competitive and our ability to anticipate and react to frequent and significant technological changes; local operating hazards and risks in the areas in which we operate, including without limitation, hurricanes, tornadoes, windstorms and other natural disasters; our ability to manage, implement and monitor billing and operational support systems; potential litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

    When a person begins a civil lawsuit, the person enters into a process called litigation.
     relating to relating to relate prepconcernant

    relating to relate prepbezüglich +gen, mit Bezug auf +acc 
     using wireless telephones while operating an automobile and the potential reduction of wireless usage due to legislation restricting usage while driving; potential litigation relating to possible health effects of radio frequency transmission; the relative illiquidity and corresponding volatility of our common stock and our ability to raise equity capital; the control of us retained by certain of our stockholders and anti-takeover provisions; and other risks referenced from time to time in the Company's filings with the Securities and Exchange Commission. All forward-looking statements included in this release are based upon information available to Centennial as of the date of the release, and we assume no obligation to update or revise any such forward-looking statements.
    COPYRIGHT 2004 Business Wire
    No portion of this article can be reproduced without the express written permission from the copyright holder.
    Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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    Publication:Business Wire
    Geographic Code:1USA
    Date:Jan 16, 2004
    Words:1191
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