Title of Security
Consent Payment Deadline
7.875% Senior Notes due 2018
5:00 P.M., EST, on May 2, 2013
(1) Does not include accrued and unpaid interest, which will be paid on Notes accepted for purchase.
(2) Represents a consent fee for the Notes tendered on or prior to the Consent Payment Deadline.
The tender offer is scheduled to expire at
The consummation of the tender offer for the Notes is conditioned upon consummation of the proposed financing arrangements. The Proposed Amendments will become effective with respect to the indenture governing the Notes only upon consummation of the related tender offer and only if consents are received with respect to a majority in aggregate principal amount of the Notes. The tender offer and the related Consent Solicitation is also subject to the satisfaction or waiver of certain other conditions as set forth in the Offer to Purchase and Consent Solicitation referred to below.
The complete terms and conditions of the tender offer and the Consent Solicitation are set forth in an Offer to Purchase and Consent Solicitation Statement that is being sent to holders of the Notes. Holders are urged to read this document carefully before making any decision with respect to the tender offer and Consent Solicitation. Holders of Notes must make their own decisions as to whether to tender their Notes and consent to the Proposed Amendments, and if they decide to do so, the principal amount of the Notes to tender.
Holders may obtain copies of the Offer to Purchase and Consent Solicitation Statement from the Information Agent for the tender offer and Consent Solicitation,
Neither the Company,
This announcement is not an offer to purchase, or the solicitation of an offer to sell the Notes. The tender offers may only be made pursuant to the terms of the Offer to Purchase and Consent Solicitations and the related Letter of Transmittal.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding, among other things, our plans, strategies and prospects, both business and financial. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under "Risk Factors" from time to time in our filings with the
- our ability to sustain and grow revenues and cash flow from operations by offering video, Internet, telephone, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in our markets and to maintain and grow our customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures and the difficult economic conditions in
the United States;
- the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite operators, wireless broadband and telephone providers, digital subscriber line ("DSL") providers, and video provided over the Internet;
- general business conditions, economic uncertainty or downturn, high unemployment levels and the level of activity in the housing sector;
- our ability to obtain programming at reasonable prices or to raise prices to offset, in whole or in part, the effects of higher programming costs (including retransmission consents);
- the development and deployment of new products and technologies;
- the effects of governmental regulation on our business;
- the availability and access, in general, of funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets; and
- our ability to comply with all covenants in our indentures and credit facilities any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions.
All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this release.
Media, Anita Lamont, +1-314-543-2215, or Analysts, Stefan Anninger, +1-203-905-7955