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Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2014

 

 

MEDIACOM BROADBAND LLC

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   333-72440   06-1615412
(State of incorporation)   (Commission File No.)   (IRS Employer Identification No.)

1 Mediacom Way

Mediacom Park, NY 10918

(Address of principal executive offices)

Registrant’s telephone number: (845) 443-2600

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01. Entry into a Material Definitive Agreement

See disclosure contained in Item 2.03 below, which is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The operating subsidiaries of Mediacom Broadband LLC (the “operating subsidiaries”) have a senior secured bank credit facility (the “credit facility”) that consists of revolving credit commitments and term loans. On June 20, 2014, the operating subsidiaries entered into an amended and restated credit agreement governing the credit facility (the “credit agreement”) that provides for new term loans in the principal amount of $250.0 million (“Term Loan I”) and $300.0 million (“Term Loan J,” and, together, the “new term loans”). On the same date, the full amount of the new term loans was borrowed by the operating subsidiaries, with the net proceeds used to repay the entire $542.5 million balance of the existing Term Loan D under the credit facility. Following the borrowing of the new term loans, there are four term loans outstanding under the credit facility (Term Loan G, Term Loan H, Term Loan I and Term Loan J).

Borrowings under Term Loan I bear interest at a floating rate or rates equal to, at the discretion of the operating subsidiaries, the London Interbank Offered Rate (“LIBOR”) plus a margin of 2.50%, or the Prime Rate plus a margin of 1.50%. Term Loan I matures on June 30, 2017, and is subject to quarterly reductions of $625,000 beginning on September 30, 2014. If on or before December 20, 2014, the operating subsidiaries prepay Term Loan I from the proceeds of a substantially concurrent borrowing of term loans with an interest rate less than the interest rate applicable to Term Loan I (calculated as provided in the credit agreement), then the prepayment shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of Term Loan I so prepaid. The obligations of the operating subsidiaries under Term Loan I are governed by the terms of the credit agreement.

Borrowings under Term Loan J bear interest at a floating rate or rates equal to, at the discretion of the operating subsidiaries, LIBOR plus a margin of 3.00%, subject to a minimum LIBOR of 0.75%, or the Prime Rate plus a margin of 2.00%, subject to a minimum Prime Rate of 1.75%. For any quarterly period ending on or after September 30, 2014 in which the operating subsidiaries’ total leverage ratio (as defined and calculated as provided in the credit agreement) is 3.0 to 1.0 or below, the margin on LIBOR and Prime Rate borrowings will be reduced to 2.75% and 1.75%, respectively. Term Loan J matures on June 30, 2021, and is subject to quarterly reductions of $875,000 beginning on September 30, 2014. If on or before June 20, 2015, the borrowers prepay Term Loan J from the proceeds of a substantially concurrent borrowing of term loans with an interest rate less than the interest rate applicable to Term Loan J (calculated as provided in the credit agreement), then the prepayment shall be accompanied by a fee equal to 1.00% of the aggregate principal amount of Term Loan J so prepaid. The obligations of the operating subsidiaries under Term Loan J are governed by the terms of the credit agreement.

The credit agreement also contains certain amendments to a number of terms and conditions, including the ability to amend and extend existing term loans, and to prepay existing term loans on a non pro rata basis.

Item 8.01. Other Events

A copy of the press release announcing the completion and funding of Term Loan I and Term Loan J is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.

   

Description

99.1    Press release, dated June 23, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 23, 2014

 

Mediacom Broadband LLC
By:   /s/ Mark E. Stephan
  Mark E. Stephan
 

Executive Vice President and

Chief Financial Officer

EX-99.1

Exhibit 99.1

 

LOGO

For Immediate Release

Mediacom Communications Announces

$900 Million of Term Loan Financings

 

 

Mediacom Park, NY – June 23, 2014 – Mediacom Communications Corporation (“MCCC”) announced today that it raised $900 million of term loan commitments from various lenders for its wholly-owned subsidiaries, Mediacom Broadband LLC and Mediacom LLC. These financings are the latest in a series of transactions arranged this year by MCCC, totaling nearly $1.6 billion, to extend debt maturities, redeem high coupon senior notes and establish a new revolving credit facility.

The details of these new term loans are as follows:

 

  •   Mediacom Broadband LLC completed a $250 million term loan, with a final maturity of June 30, 2017, and a $300 million term loan, with a final maturity of June 30, 2021, pursuant to the bank credit agreement between the operating subsidiaries of Mediacom Broadband LLC and the lenders thereto. Net proceeds were used to fully repay an existing term loan which was scheduled to mature on January 31, 2015.

 

  •   Mediacom LLC received commitments for a new $350 million delayed-draw term loan, with a final maturity of June 30, 2021. Subject to customary closing conditions, Mediacom LLC intends to complete and fund this term loan in the third quarter of 2014 to fully redeem its 9 1⁄8% senior notes due 2019, which have an aggregate principal amount of $350 million. This term loan will be made pursuant to the bank credit agreement between the operating subsidiaries of Mediacom LLC and the lenders thereto.

“These transactions largely complete the refinancing of significant term loans which were due to mature in January 2015, as well as fund the expected redemption of high coupon senior notes,” stated Mark E. Stephan, MCCC’s Executive Vice President and Chief Financial Officer. “Together with the credit transactions we completed earlier this year, this latest round of financings meaningfully extends our debt maturities, gives greater strength to our balance sheet and places us in the best financial condition in our history.”

About Mediacom Communications

Mediacom Communications is the nation’s eighth largest cable television company and one of the leading cable operators focused on serving the smaller cities in the United States, with a significant customer concentration in the Midwestern and Southeastern regions. Mediacom Communications offers a broad array of information, communications and entertainment services and provides innovative broadband solutions through its Mediacom Business division. Mediacom Communications also sells advertising and production services through its OnMedia division. More information about Mediacom Communications is available at www.mediacomcc.com.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements in this press release and the other risks and uncertainties are discussed in the Annual Report on Form 10-K for the year ended December 31, 2013, for each of Mediacom Broadband LLC and Mediacom LLC.

 

 

 

Contacts:   

Investor Relations

   

Media Relations

Jack P. Griffin

   

Thomas J. Larsen

Director, Corporate Finance

(845) 443-2654

   

Group Vice President,

Legal and Public Affairs

  

(845) 443-2754