Dobson Communications tenders for 12.25%, 13% exchangeable preferreds

By Jennifer Chiou

New York, July 22 - Dobson Communications Corp. said it will issue its class A common stock and cash in exchange for up to 32,327 shares or 70% of its 12.25% senior exchangeable preferred stock and up to 135,029 shares or 70% of its 13% senior exchangeable preferred stock, according to a 424B3 filing with the Securities and Exchange Commission.

The SEC declared the company's S-4 registration statement effective on Friday.

The offer and consent solicitation expire at midnight ET on Aug. 18.

For each share of 12.25% preferred stock and 13% preferred stock, holders will receive $300 cash and $844 in stock, based on the volume-weighted average price of stock during the 10-day trading period ending on Aug. 16, with a minimum of 168.8 shares and a maximum of 211.0 shares.

If fewer shares than the allotted number of either series of preferreds are tendered, the company will increase the tender offer on the other series of preferreds by the shortfall.

For example, if less than 32,327 shares of 12.25% preferred stock are validly tendered, then the number of shares of 13% preferreds will be increased by a number equal to the difference between 32,327 and the number of shares of 12.25% preferred stock validly tendered and not properly withdrawn.

Dobson is also soliciting consents to amend the respective certificate of designation governing each series of stock to eliminate all voting rights, other than those required by law, and substantially all of the restrictive covenants for 18 months from the expiration date of the exchange offer.

Assuming at least 15,000 shares of both series of preferreds are outstanding, revised covenants will continue to apply after the 18 months.

On June 30, the company said holders of about 63% of its 12.25% preferred stock and its 13% preferred stock agreed to tender their shares and gave consent.

The dealer manager and solicitation agent is Houlihan Lokey Howard & Zukin Capital, Inc. The information agent is Bondholder Communications Group (212 809-2663).

Oklahoma City-based Dobson owns wireless operations in 16 states and its stock closed up $0.08 at $6.85 on July 22.

On March 16, the company discarded an exchange due to unmet tender requirements of 75%.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.