Announced 04/1/13
Mohave Cellular Limited Partnership
Merger/Acquisition
Cellco Partnership acquired the remaining 66.66% stake in Mohave Cellular Limited Partnership from Reliance Connects and Frontier Communications Corporation (NasdaqGS:FTR) on April 1, 2013. Cellco Partnership now owns 100% stake in Mohave Cellular. Verizon Wireless will serve Mohave Wireless customers, using the existing brand name, until the network integration is complete in early 2014.
FTR's price was unchanged after the transaction was announced on 04/1/13.
Investor / Buyer
Cellco Partnership
Creditor / Lender
Frontier Communications Corporation
Reliance Connects
Announced 03/28/13
UPH Holdings, Inc.
Bankruptcy
UPH Holdings, Inc., along with its affiliates, filed a voluntary petition for reorganization under Chapter 11 in the US Bankruptcy Court for the Western District of Texas on March 28, 2013. The affiliates include UniPoint Holdings, Inc., Tex-Link Communications, Inc., Peering Partners Communications Holdings, LLC, nWire, LLC, UniPoint Services, Inc., Unipoint Enhanced Services, Inc. and Pac-West Telecomm, Inc. The debtor listed its assets and liabilities both in the ... range of $10 million to $50 million. The main unsecured creditors include CenturyLink, Inc., Cogent Communications Group Inc., Cox Communications, Inc., Frontier Communications Corp., Gneband, Inc., La Arcata Development Limited, One Communications Corp., RBC Daniels L.P., Samsara Communications, Inc. and Time Warner Inc. Jennifer Francine Wertz and Patricia Baron Tomasco of Jackson Walker, LLP acted as legal counsels to debtor.
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FTR's price was unchanged after the transaction was announced on 03/28/13.
Creditor / Lender
CenturyLink, Inc.
Cogent Communications Group Inc.
Cox Communications, Inc.
Frontier Communications Corporation
GENBAND, Inc.
La Arcata Development Limited
One Communications Corp.
RBC Daniels L.P.
Samsara Communications Inc
Time Warner Inc.
Legal Advisor
Jackson Walker LLP
Announced 01/21/13
Education Holdings 1, Inc.
Bankruptcy
Education Holdings 1, Inc. filed a voluntary petition for reorganization under Chapter 11 in the US Bankruptcy Court for the District of Delaware on January 21, 2013. The debtor listed assets and debts between $100 million to $500 million. The main unsecured creditors were Falcon Investment Advisors, LLC, Sankaty Advisors, LLC, Goodwin Procter LLP, PricewaterhouseCoopers LLP, and Frontier Communications Corporation. Gregg M. Galardi, Jonathan G. Pfleeger, Matthew M. ... Murphy, Michelle E. Marino and Stuart M. Brown of DLA Piper LLP represented the debtor as its legal advisors and Alvarez & Marsal North America, LLC as financial advisor. Jeffrey S. Stein and Karen Beth Shaer of Garden City Group, Inc. has been retained as claims agent for an hourly fee of $310 and a retainer of $40,000.
Education Holdings 1, Inc. filed a prepackaged plan of reorganization and the disclosure statement in the US Bankruptcy Court on January 21, 2012. As per the plan, Administrative Claims, US Trustee Fees, Priority Tax Claims, Allowed Priority Claims, and Allowed Professional Fee Claims will be paid in full in cash. DIP Facility Claim will be paid from the proceeds of Exit Facility (revolving loans) and the New Second Lien Notes. The Senior Secured Credit agreement will be amended and restated in its entirety by the exit facility agreement. Holders of an Allowed Second Lien Facility Claim will receive its pro rata share of the aggregate principal amount of $7 million of the New Second Lien notes. The holders of Allowed Senior Notes Claims will receive their pro rata share of 100% of the New Senior Subordinated Notes, New Preferred Stock with face value of $40 million and 30% of the total New Common Stock. The holders of Allowed Junior Notes Claims will receive pro rata share of 70% of the total common stock. Allowed General Unsecured Claims will be paid in full in cash. The holders of 510(b) Claims will receive no distribution under the plan. Old Equity Interests will receive no distribution under the plan and will be held cancelled on the effective date. Exit Facility comprising of $36 million term loan and $7.50 million revolving loans, with maturity date of March 31, 2015, will available to fund the plan. New Second Lien Notes and New Senior Subordinated Notes will be issued in the amount of $15 million by Penn Foster. New Common Stock, par value $0.01 per share, and New Preferred Stock, face value of $40 million, will also be issued under the plan. The US Bankruptcy Court gave an order to Education Holdings 1, Inc. to obtain DIP financing on final basis on February 7, 2013. As per the order, the debtor has been authorized to obtain a revolving credit facility in the amount of $7 million from TD Bank, N.A. and General Electric Capital Corporation with General Electric Capital Corporation acting as the administrative agent. TD Bank contributed $1.12 million and General Electric contributed $5.88 million. The DIP loan would carry an interest rate of Base rate plus 4.5% and LIBOR plus 5.5%, along with an additional 2% p.a. interest in the event of default. As per the terms of the DIP agreement, the loan carries an unused commitment fee of 0.5% p.a. The closing fee will be 200 bps. The DIP facility would mature either on the effective date of the plan or on the date of consummation of the sale of substantially all assets or 90 days from the petition date or if final order is not entered then 30 days from the petition date, whichever is earlier. Adequate protection would be provided to the DIP lenders in the form of super-priority administrative expense claims which is subject to a carve-out of $0.025 million towards unpaid professional fees / administrative expenses and first priority lien upon and security interest in the debtor’s collateral. The loan will be used to fund operating expenses and to administer and preserve the value of its estate. Court granted an order to obtain $4 million DIP financing on an interim basis on January 23, 2013.
The US Bankruptcy Court approved the prepackaged plan of reorganization and disclosure statement of Education Holdings 1, Inc. on March 7, 2013. As per the approved plan, administrative claims, US trustee fees, priority tax claims, allowed priority claims, and allowed professional fee claims will be paid in full in cash. DIP facility claim will be paid from the proceeds of exit facility (revolving loans) and the new second lien notes. The senior secured credit agreement will be amended and restated in its entirety by the exit facility agreement. Holders of an allowed second lien facility claim will receive its pro rata share of the aggregate principal amount of $7 million of the new second lien notes. The holders of allowed senior notes claims will receive their pro rata share of 100% of the new senior subordinated notes, new preferred stock with face value of $40 million and 30% of the total new common stock. The holders of allowed junior notes claims will receive pro rata share of 70%
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FTR's price was unchanged after the transaction was announced on 01/21/13.
Creditor / Lender
Falcon Investment Advisors, LLC
Frontier Communications Corporation
Goodwin Procter LLP
PricewaterhouseCoopers LLP
Sankaty Advisors, LLC
Financial Advisor
Alvarez & Marsal North America, LLC
Legal Advisor
DLA Piper US LLP