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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 07/22/1999
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                                USE OF PROCEEDS
 
   We will not receive any cash proceeds from the issuance of the new notes. We
used the proceeds of approximately $110.4 million from the offering of the old
notes and approximately $150.0 million from the offering of the senior
subordinated notes, which occurred at the same time, principally to:
 
  . repay approximately $125.0 million under our senior credit facility,
    together with accrued interest,
 
  . repay approximately $105.0 million of borrowings under the bridge credit
    facility described below, together with accrued interest,
 
  . repay approximately $18.0 million of borrowings under the subordinated
    bridge facility described below, together with accrued interest,
 
  . pay approximately $9.4 million of financing costs and certain fees and
    expenses, and
 
  . pay approximately $3.0 million of accrued interest and for other working
    capital needs.
 
   As a result, the bridge credit facility was terminated and no amounts were
outstanding under the subordinated bridge facility. The credit facility, the
bridge credit facility and the subordinated bridge facility were all entered
into in connection with the closing of the acquisition of Cable Michigan in
November 1998. At that time, borrowings under the bridge credit facility and
the subordinated bridge facility, together with the funds received under the
credit facility and as a result of equity investments, were used to finance the
net consideration paid to acquire Cable Michigan, to repay existing Cable
Michigan indebtedness, to repay indebtedness incurred in connection with prior
acquisitions by Avalon Cable of New England and to pay financing costs and fees
and expenses.
 
   Borrowings under the bridge credit agreement, dated as of November 5, 1998,
among the issuers, the lenders named therein, Lehman Brothers Inc. and Lehman
Commercial Paper Inc., bore interest, at the time of repayment, at
approximately 11.3% per annum. The bridge credit facility would have become due
and payable on November 6, 1999 unless converted into term loans as provided
therein, in which case these principal amounts would have become due and
payable on November 6, 2007.
 
   The subordinated bridge facility bore interest, at the time of repayment, at
approximately 12.3% per annum. Interest under this facility was not currently
payable in cash; rather, interest due and payable could be added to the
principal amount outstanding thereunder. For a description of this facility,
see the definition of "ABRY Subordinated Debt" under "Description of the
Notes."
 
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