OKLAHOMA CITY, Oct. 27, 2004 (PRIMEZONE) -- Dobson Cellular Systems, Inc., a wholly owned subsidiary of Dobson Communications Corporation (Nasdaq:DCEL), today announced the pricing of a private placement of $825 million of Senior Secured Notes, consisting of $250 million of 8 3/8% Fixed Rate Senior Secured Notes due 2011, $250 million of Floating Rate Senior Secured Notes due 2011 and $325 million of 9 7/8% Second Priority Senior Secured Notes due 2011. The Floating Rate Senior Secured Notes due 2011 will bear interest at a rate equal to three-month LIBOR plus 4.75%.
The proceeds from the debt offering will be used to refinance outstanding borrowing under the existing senior credit facility of Dobson Cellular, repurchase a portion of Dobson Communications' outstanding debt securities in one or more privately negotiated transactions and for general corporate purposes, including the funding of the subsidiary's planned acquisition of RFB Cellular, Inc. As part of the refinancing, Dobson Cellular expects to amend its existing credit facility to, among other things, eliminate the term loan portion and amend the revolving portion to provide for maximum borrowing of $75 million.
The Senior Secured Notes will be offered 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, 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.
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 restrictions on the Company's ability to complete the proposed debt offerings and other factors. 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 and other filings filed with the Securities and Exchange Commission. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements.