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SEC Filings

AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 05/28/1999
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Upon the completion of our planned upgrades, virtually all of the cable plant
included in these systems will have a bandwidth capacity of 450 MHz or greater
and approximately 85% will have a bandwidth capacity of 550 MHz or greater. For
additional information, please refer to "Business--Technology" section of this

   Our financing at the time we completed the acquisition of Cable Michigan
consisted of the credit facility, the bridge credit facility, the subordinated
bridge facility and a new equity investment of approximately $80.0 million. We
used the funds obtained in the initial financing to consummate the merger with
Cable Michigan, to refinance existing Cable Michigan indebtedness and existing
Avalon Cable of New England LLC indebtedness and to pay fees and expenses. We
will not receive any cash proceeds from the issuance of the new notes. The net
proceeds of the old note offering and the senior subordinated note offering
were used principally to repay approximately:

  . $125.0 million of borrowings under the credit facility,

  . $105.0 million of borrowings by the issuers under the bridge credit
    facility and

  . $18.0 million of borrowings by the issuers under the subordinated bridge
    facility, together in each case with accrued interest.

After giving effect to the foregoing, the bridge credit facility was paid in
full and terminated and there were no amounts outstanding under the
subordinated bridge facility.

   As of March 31, 1999, on a pro forma basis, after giving effect to all
completed and pending acquisitions and the reorganization, the issuers would
have had no outstanding indebtedness other than the old notes and the issuers'
subsidiaries would have had $442.7 million of indebtedness outstanding and
$24.4 million of trade payables and other liabilities outstanding. Such
indebtedness includes $177.4 million under the credit facility and $150.0
million under the old notes, but excludes $18.5 million of availability under
the revolving credit facility.

   Under the credit facility, the issuers' operating subsidiaries currently

  . a $30.0 million revolving credit facility with $18.5 million available at
    March 31, 1999, and

  . senior term loan facilities consisting of a $120.9 million term loan
    facility which matures on October 31, 2005 and a $170.0 million term loan
    facility which matures on October 31, 2006.

   No additional borrowings may be made under the senior term loan facilities.
Borrowings under the revolving credit facility are available for working
capital purposes, capital expenditures and pending and future acquisitions. The
revolving credit facility terminates, and all amounts outstanding thereunder
are payable, on October 31, 2005. In addition, the credit facility provides for
up to $75.0 million in an uncommitted acquisition facility. Borrowings under
the credit facility are guaranteed by each of the issuers, Avalon Cable and
Avalon Cable of New England Holdings, Inc. The credit facility is secured by
substantially all of the assets of the issuers' operating subsidiaries in which
a security interest may be granted. For additional information concerning the
credit facility, including the timing of scheduled payments, see "Description
of Certain Debt--The Credit Facility."

   The senior subordinated notes were issued in an aggregate principal amount
of $150.0 million and will mature on December 1, 2008. The senior subordinated
notes are general unsecured obligations of the issuers' operating subsidiaries
and are subordinated in right of payment to all of their current and future
senior indebtedness, including indebtedness under the credit facility. Interest
on the senior subordinated notes accrues at the rate of 9 3/8% per annum and is
payable semi-annually in arrears on June 1 and December 1 of each year, to
holders of record on the immediately preceding May 15 and November 15. For
additional information concerning the senior subordinated notes, see
"Description of Certain Debt--The Senior Subordinated Notes."

   The issuers are holding companies with no significant assets other than
their investment in their operating subsidiaries. The primary source of funds
to the issuers will be dividends and other advances and transfers