Moscow CableCom Corp. Announces Agreement for $51 Million Financing To Expand Cable Network in Moscow to 1 Million Homes Passed.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 -- Moscow CableCom 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 :MOCC MOCC Mobile Operations Control Center MOCC Mobile Operations Control Center (US Navy mobile rapid deployment system providing C4I support) MOCC Mission Operations Control Center MOCC Mobile Operations Command Center ) today announced that the Company's Board of Directors has approved the terms of an agreement with the private global investment group Columbus Nova Capital, pursuant to which Columbus Nova will provide the Company with a $51 million financing package, which is expected to provide the Company with sufficient funds to expand its hybrid-coaxial fiber network up to one million homes passed within three years from the closing of the proposed transaction. MOCC has a long-term strategic agreement to use the fiber-optic network of one of the leading Moscow broadband service providers An ISP, telephone company, cable company or other carrier that offers high-speed communications to homes and businesses, typically for Internet access. Cable modems, DSL and T1 lines are the common technologies. See broadband, cable modem, DSL and T1. , Moscow Telecommunications Corp. ("COMCOR"), on favorable terms. The Columbus Nova financing will be divided into an equity component and a debt component. The equity component will consist of an investment of $22.5 million in a newly created class of 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. at $5.00 per share, which would give Columbus Nova an ownership interest of approximately 35% at the closing of the transaction. The debt component will consist of a $28.5 million term debt financing Debt Financing When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay for a five-year period bearing interest of 12% per annum Per annum Yearly. . This debt financing also includes a $4 million bridge loan that will be drawn shortly after the signing of definitive agreements, which is expected to be in the second half of August. The financing package will allow the Company to accelerate its system build-out and sales and marketing plans. The preferred stock to be issued to Columbus Nova will have voting and other rights identical to the Company's common stock, with the exception of having a liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts. A type of proceeding pursuant to federal Bankruptcy preference for a period of four years. As part of the transaction, Columbus Nova will also receive five-year warrants to acquire an additional 7,500,000 shares of the Series B preferred stock for $5.00 per share, bringing its potential ownership to approximately 55% on a fully diluted basis. The transaction, which is subject to the negotiation of definitive agreements, the Company's receipt of an independent fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. , Company shareholder approval, and regulatory consents, is expected to close in November 2004. Pursuant to the agreement with Columbus Nova, shareholders of the Company holding more than 50% of the Company's outstanding common stock, including COMCOR, which owns approximately 48% of the Company's outstanding common stock, Oliver Grace, the Company's Chairman, President and Chief Executive Officer, and Francis E. Baker, a Director and the Company's Secretary, will grant their irrevocable Unable to cancel or recall; that which is unalterable or irreversible. IRREVOCABLE. That which cannot be revoked. 2. A will may at all times be revoked by the same person who made it, he having a disposing mind; but the moment the testator is proxies to vote in favor of the transaction. In addition, the Company will appoint a team of experienced professionals selected by Columbus Nova with extensive experience in operating cable systems worldwide to join the senior management team of the Company after the closing. Warren Mobley, who has experience managing cable systems in the U.S., Germany, Poland, Hong Kong Hong Kong (hŏng kŏng), Mandarin Xianggang, special administrative region of China, formerly a British crown colony (2005 est. pop. 6,899,000), land area 422 sq mi (1,092 sq km), adjacent to Guangdong prov. and Canada, will be named as the Company's Chief Executive Officer effective as of the closing, and Donald Miller-Jones, who has financial management experience at several multinational media companies, will join the Company as its Chief Financial Officer. A summary of the key aspects of the financing package is attached to this press release. Oliver R. Grace, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. stated, "We are very pleased to be able to attract this capital which will allow us to expand on the initial operating successes we have had in our 198,000 home network to create a company with more than five times the number of homes passed and thus allow us to capture a large proportion of the market for our cable television and Internet access See how to access the Internet. services. We have begun to validate the economic model for the take-up of services on our existing network, and we now plan to expand these results to a much larger segment of Moscow. We are delighted that we will also be benefiting from the experience and talents of the new senior managers and we look forward to their contributions to our overall success." Conference Call Moscow CableCom will host a conference call to discuss key aspects of the financing package on July 22, 2004 at 9:00 a.m. EDT EDT abbr. Eastern Daylight Time EDT Eastern Daylight Time EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York EDT . The call can be heard live by dialing 866-800-8652 (US) or 617-614-2705 (International) and entering the passcode 61893046, or via the web on the Company's website at www.moscowcablecom.com. For those who cannot listen to the live broadcast, the Webcast and audio replay will be available until July 29, 2004 by dialing 888-286-8010 (US) or 617-801-6888 (International) and entering the passcode 93654698. About Moscow CableCom Moscow CableCom, (www.moscowcablecom.com), is a US-based company quoted on the NASDAQ NM under the ticker "MOCC". The Company owns 100% of ComCor-TV ("CCTV CCTV abbr. closed-circuit television CCTV closed-circuit television "), a Russian company that has licenses to provide telecommunications services In telecommunication, the term telecommunications service has the following meanings: 1. Any service provided by a telecommunication provider. 2. to 1.5 million homes and businesses in Moscow. CCTV is using access to COMCOR's MFON to provide broadband services See broadband and broadband service provider. including cable television and high-speed Internet See broadband. access to residential and business customers, with plans to add additional services including IP-based telephony. Please call Andrew O'Shea, Chief Financial Officer, at 860-298-0444 with inquiries. About Columbus Nova Capital Columbus Nova is a private global investment group with offices in New York, San Francisco San Francisco (săn frănsĭs`kō), city (1990 pop. 723,959), coextensive with San Francisco co., W Calif., on the tip of a peninsula between the Pacific Ocean and San Francisco Bay, which are connected by the strait known as the Golden and Moscow. Columbus Nova invests in three sectors: private equity, leveraged finance and public securities. For more information, please visit www.columbusnova.com 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 This press release contains "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. ," as the phrase is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements relate to CCTV's development, including CCTV's ability to attract new subscribers, its ability to continue to expand its network, its ability to achieve positive cash flow and Moscow CableCom's ability to raise funds for the expansion of CCTV's network including the consummation of the planned financing from Columbus Nova, and are based on management's best assessment of Moscow CableCom's and CCTV's strategic and financial position and of future market conditions and trends. These discussions involve risks and uncertainties, and the actual outcome may differ materially from these statements. Certain factors that could cause actual results to differ materially from those discussed in any forward-looking statements are described in the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended February 29, 2004 and other public filings made by the Company with the Securities and Exchange Commission, which descriptions are incorporated herein by reference. Moscow CableCom Corp. disclaims any obligation to update developments of these risks or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments.
SUMMARY OF SIGNIFICANT TERMS OF DEFINITIVE TERM SHEET
BY AND AMONG MOSCOW CABLECOM CORP, MOSCOW TELECOMMUNICATIONS
CORPORATION AND COLUMBUS NOVA
DATED JULY 20, 2004
1) Private placement of 4,500,000 shares of a newly created class of
Series B Preferred Stock at $5.00 per share. The Series B
Preferred Stock will have equal voting rights with the Common
Stock, will have a liquidation preference for a period of four
years of $5.00 per share over the Common Stock and the Series A
Preferred Stock currently outstanding, and each share of Series B
Preferred Stock will be convertible into a share of Common Stock.
2) Columbus Nova will receive 7,500,000 warrants to acquire one share
each of Series B Preferred Stock at $5.00 per share during a
five-year period, bringing its potential ownership to
approximately 55% on a fully diluted basis.
3) $28.5 million Term Loan facilities divided into an $18.5 million
facility and a $10.0 million facility; 5 year term from closing;
secured by all the material assets of the Company; interest at 12%
per annum to be capitalized quarterly and paid at the maturity of
the note (unless the Company chooses to service the facilities on
a quarterly basis):
-- $18.5 million facility to be drawn down at the closing
date;
-- $10.0 million facility to be drawn upon meeting
requirements of an independent committee of the Board; and
-- There will be a 2.5% arrangement fee for the facility,
plus a 1.25% commitment fee on undrawn amounts, and an
annual agency fee of $150,000.
4) Bridge Loan - $4.0 million Working Capital Bridge Facility with a
maturity of the earlier of June 30, 2005 or the closing of the
Class B Preferred Stock purchase and $28.5 million Term Loan
facilities.
5) Management and Consultants:
-- Warren Mobley to be appointed Chief Executive Officer
effective as of the closing;
-- Donald Miller-Jones to be appointed Chief Financial
Officer effective as of the Closing;
-- Messrs. Mobley, Miller-Jones, Charles Roberts and Dr. Ali
Mohammed Ahmed to be hired as consultants from signing to
closing to work on the preparation of the new business
plan;
-- The Company will enter into consulting agreements for Mr.
Roberts and Dr. Ahmed effective as of the closing; and
-- New management and consultants to receive 5-year stock
options with an exercise price of $5.00 per share for
approximately 5% of the fully diluted shares outstanding
at closing.
6) The Company will reimburse Columbus Nova for its out-of-pocket
costs, including legal fees.
The foregoing summary is qualified in its entirety by reference to the
actual Term Sheet, which the Company expects to file as part of a Form
8-K filing with the Securities and Exchange Commission.
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