OKLAHOMA CITY, August 10, 2003 (PRIMEZONE) -- American Cellular and ACC Escrow Corp. today jointly announced that they had consummated a private offering of $900 million aggregate principal amount of 10% senior notes due 2011. The senior notes will be issued at a price of 100 percent of par.
The notes were issued by ACC Escrow Corp., a recently formed corporation that was organized to merge into American Cellular Corporation as part of a previously announced plan to restructure American Cellular's capital and indebtedness. Upon completion of the restructuring, including the merger, the net proceeds from the offering will be used to fully repay American Cellular's existing bank credit facility and to pay all or a portion of the expenses of the restructuring, with any remaining net proceeds to be used for general corporate purposes. Until the restructuring of American Cellular is completed or terminated, net proceeds from the notes offering will be placed in escrow.
American Cellular is jointly owned by Dobson Communications (Nasdaq:DCEL) and AT&T Wireless (NYSE:AWE).
The notes were sold only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The notes have not been registered under the Securities Act of 1933 or under any state securities laws, and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer, offer to sell, or solicitation of an offer to buy any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Dobson Communications is a leading provider of wireless phone services to rural markets in the United States. Headquartered in Oklahoma City, the Company owns or manages wireless operations in 16 states. For additional information on the Company and its operations, please visit its Web site at www.dobson.net.
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding the Company's plans, intentions and expectations. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, but are not limited to, the timing of and conditions to closing and the amount and use of proceeds and statements regarding the completion of the transactions involved in the American Cellular restructuring. A more extensive discussion of the risk factors that could impact these areas and the Company's overall business and financial performance can be found in the Company's reports filed with the Securities and Exchange Commission. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements.