NewComm Wireless files Chapter 11, enters $103.5 million asset purchase agreement

By Caroline Salls

Pittsburgh, Dec. 1 - NewComm Wireless Services, Inc., a subsidiary of ClearComm, LP, filed for Chapter 11 bankruptcy Wednesday and entered into an agreement to sell substantially all of its assets, according to an 8-K filing with the Securities and Exchange Commission.

Specifically, the 8-K said NewComm entered into an asset purchase agreement to sell substantially all of its assets to a group formed by its existing secured lender, D.B. Zwirn Special Opportunities Fund Ltd., and MC Venture Partner/Columbia Capital LLC, for a base purchase price of $103.5 million plus assumed liabilities.

The purchase price includes a commitment for $38 million in new financing from parties related to the proposed purchaser, which are intended to be used by the buyer to upgrade network coverage and services if NewComm's proposed asset sale is consummated.

On Thursday, the company received a notice of default under its loan agreement with ABN Amro Bank NV claiming that, in connection with the default, parent ClearComm owes ABN Amro $61 million plus interest and fees under the loan agreement.

ClearComm said it is reviewing the matter to determine any obligations it has under the default, and it intends to explore possible alternatives with ABN Amro.

NewComm parent ClearComm is a Weston, Fla.-based broadband PCS provider.

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