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Following Bankruptcy Court Sale Procedures Approval, Adelphia Executes Amended Sale Transaction Agreements With Buyers and Files Modified Plan of Reorganization for Certain Debtors to Facilitate Sale

    GREENWOOD VILLAGE, Colo., June 22 /PRNewswire-FirstCall/ -- Adelphia
Communications Corporation (OTC: ADELQ) today announced it has executed
amendments to its purchase agreements with Time Warner NY Cable and Comcast
and is filing a modified Chapter 11 bankruptcy Plan of Reorganization with
the U.S. Bankruptcy Court for the Southern District of New York relating to
the two joint ventures it holds with Comcast Corporation. Adelphia's Third
Modified Fourth Amended Joint Plan of Reorganization includes changes
intended to facilitate confirmation by addressing certain concerns
expressed by various bankruptcy constituents of the joint ventures,
including their prepetition lenders and the Creditors' Committee. The
execution of the amendments to the purchase agreements and the filing of
the modified Plan are a further step in facilitating completion of the sale
of substantially all of Adelphia's assets to Time Warner NY Cable and
Comcast as expeditiously as possible.
    Under the expedited sale process announced by Adelphia on May 26, 2006,
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
sales of both the joint venture interests and the remaining Adelphia assets
are conditioned on one another and expected to occur contemporaneously.
    In a ruling on June 16, 2006, the Bankruptcy Court approved amended
sale procedures relating to the Section 363 sale process. On June 21, 2006,
Adelphia, Time Warner NY Cable and Comcast entered into amendments to their
respective purchase agreement, as well as a Registration Rights Letter
Agreement substantially in the forms previously filed with the Bankruptcy
Court. These agreements provide for certain amended terms required under
the expedited sale transaction process. The termination and breakup fee
provisions included in the amendments to the purchase agreements were
approved in the June 16 ruling. Other terms in these amendments, including
the sale of the assets under Section 363 of the Bankruptcy Code, must be
approved by the Bankruptcy Court. The hearings to approve such terms, and
to confirm the modified Plan of reorganization relating to the two joint
ventures, are expected to be held in late June 2006.
    Distributions to creditors of Adelphia entities outside the Parnassos
and Century-TCI joint ventures will not occur until after the confirmation
of separate plans of reorganization relating to those entities, which
Adelphia intends to seek following completion of the sales. Until
confirmation of such separate plans 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
pursuant to the joint venture plan of reorganization / Section 363 approved
sale can be found in the press release issued by Adelphia on May 26, 2006
in connection with Adelphia's announcement of the expedited sales process.
    Copies of the modified plan and executed transaction agreements 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 Third Modified Fourth
Amended Joint Plan of Reorganization, filed with the Bankruptcy Court on
June 22, 2006, for the Comcast joint ventures, will be approved and
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 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 debtors' 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 press release. Many of these
factors are outside of the Company's control.


SOURCE Adelphia Communications Corporation




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  • http://www.adelphia.com
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    CONTACT:
    Media, Paul Jacobson, +1-303-268-6426, or
    Investor Relations, Mark Spiecker, +1-303-268-6545, both of
    Adelphia Communications Corporation