NEW YORK, June 7 /PRNewswire-FirstCall/ -- Adelphia Communications
Corporation (OTC: ADELQ) today filed forms of Amended Asset Purchase
Agreements, a form of Registration Rights and Sale Agreement and a form of
Registration Rights Letter Agreement with the U. S. Bankruptcy Court for
the Southern District of New York. If the Bankruptcy Court approves amended
sale procedures relating to the Section 363 sale process, Adelphia, Time
Warner NY Cable and Comcast anticipate entering into these agreements to
provide for certain amended terms required under the expedited sale
transaction process announced by Adelphia on Friday, May 26.
Under the expedited sale process, Adelphia's majority interests in the
joint ventures, Parnassos and Century-TCI, will be sold to Comcast in
connection with a confirmed Chapter 11 Plan of Reorganization that provides
for payment in full to the creditors of the joint ventures, while
substantially all of Adelphia's remaining Cable assets will be sold to
Comcast and Time Warner NY Cable under a court-approved asset sale under
Section 363 of the Bankruptcy Code. The closing of the sale of the joint
ventures and the sale of the remaining Adelphia assets are conditioned on
one another and are expected to occur contemporaneously. A modified Plan of
Reorganization relating to the Comcast joint venture debtors was filed on
June 6, 2006.
Distributions to creditors of Adelphia entities outside the Century-TCI
and Parnassos joint ventures will not occur until after the confirmation of
a separate plan of reorganization relating to those entities, which
Adelphia intends to seek following completion of the sales. Until
confirmation of such separate plan of reorganization, the non-joint venture
Adelphia entities will remain in bankruptcy. More information on the
process to consummate the Comcast -Time Warner NY Cable transactions under
the joint venture plan of reorganization - Section 363 approved sale can be
found in the press release issued by Adelphia on May 26.
A hearing to approve the amended sale procedures (including new
provisions for termination and for the payment or crediting of the Breakup
Fee) is expected to be held in mid-June 2006. A hearing to approve the
Section 363 Sale and confirm the plan of reorganization for the two Joint
Ventures is expected to be held in late June 2006.
The process announced by Adelphia on Friday, May 26, is subject to,
among other things, execution by Time Warner NY Cable and Comcast of
Amendments to the applicable Purchase Agreements, the Registration Rights
and Sale Agreement and the Registration Rights Letter Agreement. Although
the forms of Amendments, Registration Rights and Sale Agreement and
Registration Rights Letter Agreement filed with the Bankruptcy Court have
been negotiated with Time Warner NY Cable and Comcast, these forms of
agreement are not binding, and there can be no assurance that the
Bankruptcy Court will approve the amended sale procedures and changes to
the break-up fee, or that Time Warner NY Cable and Comcast will execute the
agreements if such approval occurs.
The forms of Amended Asset Purchase Agreements, Registration Rights and
Sale Agreement and Registration Rights Letter Agreement are available in
the investor relations section of the Adelphia corporate web site
http://www.adelphia.com.
About Adelphia
Adelphia Communications Corporation is the fifth largest cable
television company in the country. It serves customers in 31 states and
offers analog and digital video services, high-speed Internet access and
other advanced services over Adelphia's broadband networks.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes forward-looking statements. All statements
regarding the Company's and its subsidiaries' and affiliates' expected
future financial position, results of operations, cash flows, sale of the
Company, settlements with the Securities and Exchange Commission (the
"SEC") and the United States Attorney's Office for the Southern District of
New York (the "U.S. Attorney"), 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. The Company does not 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 the Company's assets to
Time Warner NY Cable LLC ("Time Warner") and Comcast Corporation
("Comcast") is approved and consummated, whether the contemplated
modifications to such sale transactions, as well as the contemplated Second
Modified Fourth Amended Joint Plan of Reorganization, filed with the
Bankruptcy Court on June 6, 2006, for the Comcast joint ventures, will be
approved and timely consummated in time to close the sale of such assets to
Time Warner and Comcast, the potential costs and impacts of the
transactions contemplated by the proposed modifications, whether the
Debtors' Modified Fourth Amended Joint Plan of Reorganization, filed with
the Bankruptcy Court on April 28, 2006, is confirmed and consummated in
time to close the sale of such assets to Time Warner and Comcast in the
event the contemplated modifications to such sale transactions are not
approved and timely consummated, whether the transactions contemplated by
the settlements with the SEC and the U.S. Attorney and any other agreements
needed to effect those transactions 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 broadband network,
technological developments, changes in general economic conditions, and
those discussed under Items 1A, "Risk Factors" in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2005 and
Quarterly Report on Form 10-Q for the period ended March 31, 2006 and in
the Company's supplement to the Fourth Amended Disclosure Statement, filed
with the Bankruptcy Court on April 28, 2006, which is available in the
investor relations section of the Company's website at http://www.adelphia.com.
Information contained on the Company's Internet website is not incorporated
by reference into this report. Many of these factors are outside of the
Company's control.
SOURCE Adelphia Communications Corporation
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Related links:
http://www.adelphia.com/
http://www.prnewswire.com/comp/010150.html /
CONTACT:
Media, Paul Jacobson, +1-303-268-6426, or
Investor Relations, Mark Spiecker, +1-303-268-6545, both of
Adelphia Communications Corporation
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