MidOcean Partners and Crestview Partners Work Together to Continue Strong,
Stable and Focused Operation
Transaction Delivers Maximum Value for Adelphia Bankruptcy Constituents
GREENWOOD VILLAGE, Colo. and NEW YORK, June 6 /PRNewswire-FirstCall/ --
Adelphia Communications Corporation (OTC: ADELQ) and ML Media Partners, L.P.
today announced they have entered into an agreement with a newly formed entity
between MidOcean Partners, a New York and London-based private equity firm and
its partner, Crestview Partners, a New York-based private equity firm, to sell
their jointly owned San Juan Puerto Rico area cable operations. Under the
terms of the transaction, MidOcean and Crestview will pay $520 million subject
to customary purchase price adjustments, which equates to an approximately
$3,800 per subscriber valuation.
The system serves approximately 137,000 customers in the greater San Juan
area. The transaction, once completed, will create a strong, stable operation
that will continue to improve cable services in the San Juan area in ways that
benefit its customers, its investors and the community.
"We are extremely pleased to enter into this agreement with MidOcean and
Crestview, who have a proven ability for employing their skills in concert
with management teams at their portfolio companies to build stronger
businesses," said Bill Schleyer, chairman and CEO of Adelphia. "They have the
necessary cable sector expertise to provide our customers in Puerto Rico with
opportunities for continued service improvements and the launch of advanced
services through an upgraded cable system."
"This is a positive deal for everyone involved," said Elizabeth McNey
Yates, a partner in RP Media Management, the managing general partner of ML
Media Partners, LP. "MidOcean and Crestview will acquire an attractive
business and our Puerto Rico employees and management, who have worked hard to
improve the operational and service performance of the systems, will benefit
from an experienced and well-funded ownership group."
Tyler Zachem, a managing director at MidOcean Partners, said, "This
transaction is the culmination of a long and complex process which we began
over a year ago. The operation has an excellent management team in place and
dedicated employees who have helped to build this company over the years. We
are excited about the opportunity to work with the team at Crestview to
continue building on the company's previous successes."
Cable industry veteran and Crestview Managing Director Jeffrey A. Marcus
said, "We look forward to working with the team in Puerto Rico to optimize the
potential of the cable television system. Cable is a core competency for
Crestview and we are delighted to be partnering with MidOcean in this
venture."
"We are pleased to have arrived at a solution that benefits our customers
and our 350 dedicated employees in Puerto Rico," added Schleyer. "We have
been working with ML Media to identify the most appropriate manner to sell the
joint venture and are pleased to have reached an agreement that maximizes the
value to be realized from the venture. We are confident that this new
ownership structure will be viewed as great news by all concerned in Puerto
Rico. We're grateful to our employees for their exceptional performance under
challenging circumstances."
Since September 30, 2002, the joint venture between Adelphia and ML Media
Partners that owns and operates the Puerto Rico systems has been under Chapter
11 bankruptcy protection, separately administered from the larger Chapter 11
bankruptcy of Adelphia Communications. The Puerto Rico Joint Venture was not
included in the previously announced asset sale of Adelphia Communications
Corporation to Comcast Corporation and Time Warner Inc.
The transaction is subject to approval by the U.S. Bankruptcy Court for
the Southern District of New York, regulatory approvals, financing by the
buying group and other customary closing conditions. The closing of the
transaction is expected to occur sometime in the fourth quarter of this year.
Until the deal is completed, Adelphia will continue to manage daily
operations.
Advisors
Lazard acted as financial advisors to Adelphia. Daniels & Associates acted
as financial advisors to ML Media Partners. Willkie Farr & Gallagher acted as
legal advisors to Adelphia for the transaction and the bankruptcy process.
Proskauer Rose acted as legal advisor to ML Media Partners, L.P. for the
transaction and the bankruptcy process. DH Capital acted as financial
advisors for MidOcean and Crestview and Kirkland & Ellis acted as legal
advisors for MidOcean and Crestview. Citigroup and JP Morgan are providing
the debt financing.
About Adelphia
Adelphia Communications Corporation (OTC: ADELQ) is the fifth-largest
cable television company in the country. It serves customers in 31 states and
Puerto Rico, and offers analog and digital video services, high-speed Internet
access and other advanced services over Adelphia's broadband networks.
About ML Media Partners, L.P.
ML Media Partners is a public limited partnership raised in 1986 to
acquire, finance, hold, develop, improve, maintain, operate, lease, sell,
exchange, dispose of and otherwise invest in and deal with media businesses
and direct and indirect interests therein. ML Media Partners made direct
operating investments in seven cable television systems, eleven radio stations
and two network affiliated television stations. ML Media has liquidated all
of its holdings with the exception of the cable properties in Puerto Rico.
About MidOcean Partners
MidOcean Partners is a premier private equity firm focused on the middle
market. Based in New York and London, MidOcean is committed to investing in
high-quality middle market companies with stable market positions and
opportunities for growth in the United States and Europe. Targeted sectors
include consumer and leisure, media and communications, business services,
financial services and industrial sectors. MidOcean utilizes a broad
foundation of expertise in its focus industries and its intercontinental
platform to create value for its investors and partners. For more
information, visit http://www.midoceanpartners.com.
About Crestview
Crestview Partners is a New York-based private equity firm established by
Barry Volpert and Tom Murphy. Mr. Volpert and Mr. Murphy are former partners
at Goldman, Sachs & Co. The firm is focused on investments in North America
and Europe.
Cautionary Statement Regarding Forward-Looking Information
This report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements regarding the
sale of Century/ML Cable Venture ("Century/ML") by Adelphia Communications
corporation (the "Company") and ML Media Partners L.P. ("ML") and Century/ML's
expected future operations and upgraded cable systems and all statements
regarding the Company's and its subsidiaries' and affiliates' expected future
financial position, results of operations, cash flows, sale of the Company,
restructuring and financing plans, expected emergence from bankruptcy,
business strategy, budgets, projected costs, capital expenditures, network
upgrades, products and services, competitive positions, growth opportunities,
plans and objectives of management for future operations, as well as
statements that include words such as "anticipate," "if," "believe," "plan,"
"estimate," "expect," "intend," "may," "could," "should," "will," and other
similar expressions are forward-looking statements. Such forward-looking
statements are inherently uncertain, and readers must recognize that actual
results may differ materially from the Company's expectations, and with
respect to Century/ML, the Company's and ML's expectations. Neither the
Company nor ML undertake a duty to update such forward-looking statements.
Factors that may cause actual results to differ materially from those in the
forward-looking statements include whether the proposed sale of Century/ML to
MidOcean Partners, L.P. and Crestview Partners is approved and consummated,
whether the proposed sale of the Company's assets to Time Warner NY Cable LLC
and Comcast Corporation is approved and consummated, whether the proposed
settlements with the Securities and Exchange Commission and the United States
Attorney's Office for the Southern District of New York and any other
agreements needed to effect those settlements are consummated, the Company's
pending bankruptcy proceeding, results of litigation against the Company,
results and impacts of the proposed sale of the Company's assets, the effects
of government regulation including the actions of local cable franchising
authorities, the availability of financing, actions of the Company's
competitors, pricing and availability of programming, equipment, supplies and
other inputs, the Company's ability to upgrade its network, technological
developments, changes in general economic conditions, and those discussed
under the heading "Risk Factors" in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2003. Many of these factors are
outside of the Company's control and with respect to the sale of Century/ML,
the control of ML and the Company.
SOURCE Adelphia Communications Corporation
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Related links:
http://www.midoceanpartners.com
CONTACT:
Media, Paul Jacobson, +1-303-268-6426, or
Erica Stull, +1-303-268-6502, or Investor Relations, Jeff Lawton,
+1-303-268-6419, all for Adelphia Communications Corporation; or
Chris Tofalli of Broadgate Consultants, +1-212-232-2226, for
MidOcean Partners & Crestview Partners; or Elizabeth McNey Yates,
+1-212-980-7110 ext. 201, for ML Media Partners, L.P.
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