rank equal in right of payment to any senior subordinated debt of the issuers
and rank senior in the right of payment to all subordinated debt of the issuers.
Among other restrictions, the indenture governing the new Avalon 9 3/8%
notes limits the activities of the issuers and of their specified subsidiaries
- incur additional debt;
- pay dividends or make other restricted payments;
- enter into transactions with affiliates;
- sell assets or subsidiary stock;
- create liens;
- merge, consolidate or sell all or substantially all or their
- incur debt that is senior to the Avalon 9 3/8% notes but junior to
senior debt; and
- issue capital stock.
As of March 31, 1999, there was $154.7 million total principal and accrued
interest outstanding on the Avalon 9 3/8% notes.
THE BRESNAN NOTES
On February 2, 1999, Bresnan Communications Group LLC and Bresnan Capital
Corporation jointly issued $170 million total principal amount of 8% Series A
senior notes due 2009 and $275 million total principal amount of 9 1/4% Series A
senior discount notes due 2009.
The Bresnan notes have not been registered under the Securities Act of 1933
and, therefore, bear legends restricting their transfer. To avoid penalty
interest or an increased rate of accretion on the Bresnan notes, the issuers are
- file a registration statement under the Securities Act of 1933 for the
exchange of the original Bresnan notes for new Bresnan notes within 120 days of
the issue date;
- cause the registration statement to be declared effective within 180 days
of the issue date; and
- exchange all of the Bresnan notes validly tendered within 210 days of the
The Bresnan senior notes bear interest at 8% per year from the original
issue date or from the most recent date to which interest has been paid or
provided for, payable semiannually on February 1 and August 1 of each year,
commencing on August 1, 1999. The Bresnan senior discount notes bear interest at
9 1/4% per year, compounded semiannually, to a total principal amount of $275
million by February 1, 2004, unless the issuers elect to accrue interest on or
after February 1, 2002. On and after August 1, 2004, interest on the Bresnan
senior discount notes will accrue at a rate of 9 1/4% per year and will be
payable in cash semiannually in arrears on February 1 and August 1.
The Bresnan senior notes are not redeemable prior to February 1, 2004.
During the year 2004, the Bresnan senior notes are redeemable at 104.00% of the
principal amount plus accrued and unpaid interest. The premium decreases to
102.667% in 2005, 101.33% in 2006 and 100% on or after February 1, 2007.
The Bresnan senior discount notes are not redeemable prior to February 1,
2004. During the year 2004, the Bresnan senior discount notes will be redeemable
at 104.625% of the principal amount plus accrued and unpaid interest. The
premium decreases to 103.083% in 2005, 101.542% in 2006 and 100% in 2007.