MEDIACOM BROADBAND LLC 8-K (Events or Changes Between Quarterly Reports) 2009-02-20
MEDIACOM BROADBAND LLC 8-K (Events or Changes Between Quarterly Reports) 2009-02-20
MEDIACOM BROADBAND LLC 8-K (Events or Changes Between Quarterly Reports) 2009-02-20
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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As part of the Transfer Agreement, Mediacom LLC contributed to MCC cable television systems located in Western North Carolina, which
serve approximately 24,800 basic subscribers (the “Exchange Cable Systems”). In connection therewith, Mediacom LLC received on
February 12, 2009, a $74 million cash distribution from MCC, which funds had been contributed to MCC by the Company on February 12, 2009.
On February 12, 2009, the Company’s operating subsidiaries borrowed $82.2 million under the revolving commitments of their bank credit
facility to fund its contribution to MCC and to fund the $8.2 million payment under the Asset Transfer transaction. The terms of the bank
credit facility are set forth under the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations —
Liquidity and Capital Resources” in the Company’s Form 10-K for the year-ended December 31, 2007. The effective rate of this borrowing was
1.86% as of February 12, 2009. The revolving commitments under the Company’s bank credit facility mature in September 2011.
On September 7, 2008, MCC entered into a Share Exchange Agreement (the “Exchange Agreement”) with Shivers Investments, LLC
(“Shivers”) and Shivers Trading & Operating Company (“STOC”). On February 13, 2009, MCC completed the Exchange Agreement, pursuant
to which Shivers exchanged all 28,309,674 shares of the MCC’s Class A common stock owned by Shivers for all the outstanding shares of
stock of a wholly owned subsidiary of MCC (the “Exchange Subsidiary”) which, at the time of closing of the transaction, held (i) the Exchange
Cable Systems, and (ii) approximately $110 million in cash. Both STOC and Shivers are affiliates of Morris Communications Company, LLC
(“Morris Communications”), and STOC, Shivers and Morris Communications are controlled by William S. Morris III, a member of the MCC’s
Board of Directors. Immediately prior to the completion of the Exchange Agreement, MCC had contributed the Exchange Cable Systems and
the $110 million of cash to the Exchange Subsidiary.
Item 9.01 Financial Statements and Exhibits
(b) Pro forma financial information
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2008, and the unaudited pro forma condensed
consolidated statements of operations for the year ended December 31, 2007 and the nine months ended September 30, 2008, which give effect
to the Transfer Agreement and the impact of its cash contribution to MCC, are set forth on pages F-1 to F-5 of this report.
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F-1
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F-2
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Ye ar En de d De ce m be r 31, 2007
Tran sfe r Tran sfe r
Historical Agre e m e n t - Agre e m e n t - Pro Form a
C on solidate d Asse t Tran sfe r(e) C ash Paym e n ts C on solidate d
Revenues $ 727,462 $ (6,430) $ — $ 721,032
F-3
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F-4
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(a) Represents adjustments to net book values associated with the Asset Transfer transaction as of
September 30, 2008, as follows:
(b) Represents new indebtedness to fund capital contribution to MCC under the Exchange Cable Systems
transaction. See Note (f).
(c) Represents new indebtedness to fund cash payment under the Asset Transfer transaction. See Note (g).
(d) Represents capital contributions under the Transfer Agreement transaction.
(e) Represents net results of operations associated with the Asset Transfer transaction for the year ended
December 31, 2007, as follows:
(f) Represents adjustments to Interest expense, net to reflect repayment of a portion of outstanding balance
under revolving credit facilities in the amount of $74.0 million. The effective annual interest rate of 1.86% as
of February 13, 2009, was applied to this repayment for the year ended December 31, 2007 and nine months
ended September 30, 2008 and was based on our Eurodollar rate plus a spread of 1.50%.
(g) Represents adjustments to Interest expense, net to reflect repayment of a portion of outstanding balance
under revolving credit facilities in the amount of $8.2 million. The effective annual interest rate of 1.86% as of
February 13, 2009, was applied to this repayment for the year ended December 31, 2007 and nine months
ended September 30, 2008 and was based on our Eurodollar rate plus a spread of 1.50%.
(h) Represents net results of operations associated with Asset Transfer transaction for the nine months ended
September 30, 2008, as follows:
F-5
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.