People's Choice TV Corp. Announces Filing of Registration Statement Relating to Exchange Offers
SHELTON, Conn., April 27 /PRNewswire/ -- People's Choice TV Corp. (Nasdaq: PCTV - news) today announced that it has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission relating to exchange offers being made by it to holders of its 13-1/8% Senior Discount Notes Due 2004 (the ''Old Discount Notes'') and Convertible Cumulative Pay-in-Kind Preferred Stock (the ''Preferred Stock''). On terms set forth in the Prospectus that is a part of the Registration Statement PCTV has offered to exchange:
(i) up to $85,000,000 principal amount at maturity ($58,048,703 initial
accreted value) of its new 13-1/8% Senior Subordinated Discount Notes due
2003 ("New Discount Notes"), 4,887,267 shares of PCTV's common stock, par
value $.01 per share (the "Common Stock") and $42,500,000 cash for all of
its outstanding $332,000,000 principal amount at maturity ($260,188,523
accreted value at June 30, 1998) of its Old Discount Notes, at the rate of
$256.024 principal amount at maturity ($174.845 initial accreted value) of
New Discount Notes, 14.720684 shares of Common Stock and $128.012 in cash
for each $1,000 principal amount at maturity of Old Discount Notes validly
tendered and accepted in accordance with the proposed exchange offer (the
"Debt Exchange Offer"); and
(ii) up to $15,000,000 principal amount at maturity
($10,243,889 initial accreted value) of its New Discount Notes and
2,597,054 shares of Common Stock for all of its outstanding Preferred
Stock, at the rate of $22.165 principal amount at maturity ($15.137
initial accreted value) of New Discount Notes and 3.837493 shares of
Common Stock for each issued and outstanding share of Preferred Stock
validly tendered and accepted in accordance with the proposed exchange
offer (the "Preferred Stock Exchange Offer").
After the consummation of the Exchange Offers, PCTV would have 20,408,138 shares of common stock outstanding.
Consummation of the Debt Exchange Offer is conditioned on, among other things, (a) at least ninety-five percent (95%) in outstanding accreted value of Old Discount Notes being validly tendered and not withdrawn on the expiration of the exchange offer, (b) a Supplemental Indenture reflecting certain amendments of the Indenture relating to the Old Discount Notes having become effective on the expiration date, (c) the consummation of the Preferred Stock Exchange Offer prior to or simultaneously with the consummation of the Debt Exchange Offer, (d) PCTV and its subsidiaries obtaining a new senior secured credit facility providing PCTV not less than $50 million in additional borrowings or borrowing availability on terms and conditions satisfactory to PCTV (''Financing Condition'') and (e) approval by holders of the PCTV's Common Stock of the issuance of the shares of the Common Stock pursuant to the exchange offers (the ''Stockholder Approval Condition'').
Consummation of the Preferred Stock Exchange Offer is conditioned on, among other things (a) 100% of the outstanding shares of Preferred Stock being validly tendered and not withdrawn on the expiration date of the exchange offer, (b) the consummation of the Debt Exchange Offer prior to or simultaneously with the consummation of the Preferred Stock Exchange Offer, (c) a Supplemental Indenture reflecting certain Indenture Amendments having become effective on the Expiration Date, (d) the satisfaction of the Financing Condition and (e) the satisfaction of the Stockholder Approval Condition.
A Registration Statement relating to the securities offered in the exchange offers has been filed with Securities and Exchange Commission but has not yet become effective. These securities may not be delivered in the Exchange Offers prior to the time the Registration Statement has become effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. For information about how to obtain a written prospectus relating to the Exchange Offers, please contact Michael F. Whalen, Jr. at People's Choice TV Corp., Two Corporate Drive, Suite 249, Shelton, CT 06484,
PCTV is a wireless communications company with wireless transmission capacity in nine major cities located in the southwest and midwest. The Company provides wireless cable television service in Chicago, Houston, Phoenix, Detroit, St. Louis and Tucson and provides wireless high-speed internet access service marketed under the name of SpeedChoice(TM) in the Detroit and Phoenix markets.
SOURCE: People's Choice TV Corp. |
