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CoreComm Limited and CoreComm Holdco Announce Filing of Registration Statements, Launching of Exchange Offers and Changes in Management Roles.


Business and Technology Editors

NEW YORK--(BUSINESS WIRE)--Feb. 8, 2002

CoreComm Limited (Nasdaq: COMM), and its formerly wholly-owned subsidiary CoreComm Holdco, Inc. announced today that CoreComm Holdco had filed registration statements with the Securities and Exchange Commission, launched the previously announced registered public exchange offers and that the Companies had made changes in the management roles of certain of their senior executives. As previously announced, it is intended that CoreComm Holdco will become the new, recapitalized company going forward, in place of CoreComm Limited as the parent company.

The filing with the SEC of the Registration Statements and launching of the exchange offers represent continued progress towards the completion of the final phase of the Companies' previously announced plan of recapitalization Recapitalization

Restructuring a company's debt and equity mixture often with the aim of making a company's capital structure more stable.

Notes:
Companies often want to diversify their debt-to-equity ratio to improve liquidity.
. The Companies closed on substantially all of the recapitalization transactions with debt and preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 holders in December 2001. The exchange offer prospectus, which is part of the Form S-4 filed by CoreComm Holdco, describes the final phase, which is the previously announced exchange offers. In the exchange offers, the holders of CoreComm Limited securities are being asked to tender: (1) each share of CoreComm Limited common stock they hold for 1/116.7 of a share of common stock of CoreComm Holdco (subject to rounding) ; and (2) each $1,000 aggregate principal amount of CoreComm Limited's 6% Convertible Subordinated Notes they hold, for 3.0349 shares of common stock of CoreComm Holdco (subject to rounding) and $30 in cash (which is an amount equal to the October 1, 2001 interest payment). The exchange offers expire at midnight, March 8, 2002, unless we terminate the exchange offers or extend the expiration date Expiration Date

The day on which an options or futures contract is no longer valid and, therefore, ceases to exist.

Notes:
The expiration date for all listed stock options in the U.S.
. Investors are encouraged to read the information regarding the exchange offers at the end of this release, which describes where you can get more information.

Pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts.

The phrase pro forma
 for the recapitalization, assuming 100% of the outstanding securities are tendered in the exchange offers, the only remaining debt obligations (not including trade payables) of CoreComm Holdco are its $156.1 million credit facility, $15.8 million in Senior Convertible Notes, and approximately $11.5 million in capital leases. There is no preferred stock outstanding.

The Companies also announced that they had named Thomas Gravina as President and Chief Executive Officer and named Michael A. Peterson as Executive Vice President, Chief Operating Officer Chief Operating Officer (COO)

The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president.
 and Chief Financial Officer. Barclay Knapp has become Chairman of the Board and George Blumenthal George Blumenthal is an American professor and astronomer and as of September 19, 2007 Chancellor of the University of California, Santa Cruz.

He is known particularly for his work with Santa Cruz colleagues Sandra M.
 has become Chairman Emeritus e·mer·i·tus  
adj.
Retired but retaining an honorary title corresponding to that held immediately before retirement: a professor emeritus.

n. pl.
. Gravina and Peterson have also joined CoreComm Holdco's Board of Directors. In addition, the Board of Directors of CoreComm Holdco has elected as a director Ralph H. Booth II, who is the Chairman and Chief Executive Officer of Booth American Company. Booth American Company made investments in the Companies in 2000 and 2001. Gregg N. Gorelick has been promoted to Senior Vice President - Controller and Treasurer. Alan Patricof and Warren Potash potash: see potassium carbonate.
potash

Name used for various inorganic compounds of potassium, chiefly the carbonate (K2CO3), a white crystalline material formerly obtained from wood ashes.
 will continue to serve on the Board of Directors.

Thomas Gravina said: "The Company is continuing successfully down the path we set out a year ago. I am pleased to be a part of a great story and a very talented management team. I am also very pleased to have Mr. Peterson expand his role and responsibilities within our organization. I believe the entire management team will deliver positive results and successfully execute our business plan.

"The filing of the registration statements and launching of the exchange offers indicate that we are on track to complete all remaining phases of the recapitalization over the next several weeks. Operationally, we have continued to execute successfully on our plans to increase profitability, improve efficiency, reduce expenses, and continue revenue growth. We believe that we remain on track to generate positive EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become  in early 2002 and become free cash flow positive in late 2002. The demand for telecommunications products and services continues to be strong, and we expect continued acceptance in the market for CoreComm's voice and data services in all of our divisions.

"We are very pleased that CoreComm has been able to respond successfully to its challenges, and believe that the Company is now positioned to challenge the incumbents for market share and be one of the strong competitive providers in the industry going forward."

The foregoing reference to the registered public exchange offer shall not constitute an offer to sell or the solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of an offer to buy, nor shall there be any sale of shares of common stock of Holdco 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. Investors and security holders are urged to read the following documents (including amendments that may be made to them), regarding the exchange offers for the shares of CoreComm common stock and the 6% Convertible Subordinated Notes because they contain important information:
- Holdco's preliminary prospectus, prospectus supplements and final prospectus;
and

- Holdco's Registration Statement on Form S-4, containing such documents and
other information.


These documents and amendments to these documents have been and will continue to be filed, as they may be amended, with 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.  Securities and Exchange Commission. When these and other documents are filed with the SEC, they may be obtained free at the SEC's web site at www.sec.gov. You may also obtain for free each of these documents (when available) from Holdco by directing your request to the numbers listed below.

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.
 Statement Under 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

In addition to the historical information presented, this release also includes certain 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.
 concerning financing, the recapitalization transactions and trends in operating results. Such statements represent CoreComm's reasonable judgment on the future and are based on assumptions and factors that could cause actual results to differ materially. Examples of relevant assumptions and factors include, but are not limited to, general economic and business conditions, industry trends, technological developments, CoreComm's ability to continue to design and deploy efficient network routes, obtain and maintain any required regulatory licenses or approvals and finance network development, all in a timely manner, at reasonable costs and on satisfactory terms and conditions, as well as assumptions about customer acceptance, churn rates (1) The percentage of customers who cancel their online, cellphone or other subscription service during a certain time period.

(2) The percentage of employees who leave the company during a certain time period. See churning.
, overall market penetration Noun 1. market penetration - the extent to which a product is recognized and bought by customers in a particular market
penetration - the act of entering into or through something; "the penetration of upper management by women"
 and competition from providers of alternative services, the impact of restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics).  and integration actions, the impact of new business opportunities requiring significant up-front investment, interest rate fluctuations, and availability, terms and deployment of capital. CoreComm assumes no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in factors affecting such statements.

For further information regarding the exchange offers, you can contact the information agent:

D.F. King & Co., Inc. 77 Water Street New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
, New York 10005 Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll Free: (800) 848-2998
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Feb 8, 2002
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