Filed by CoreComm Holdco, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: CoreComm Limited
Commission File No. 333-82400
Date: February 8, 2002
[CoreComm Logo]
FOR IMMEDIATE RELEASE
CORECOMM LIMITED AND CORECOMM HOLDCO ANNOUNCE FILING OF REGISTRATION
STATEMENTS, LAUNCHING OF EXCHANGE OFFERS AND CHANGES IN MANAGEMENT ROLES
New York, New York (February 8, 2002) - CoreComm Limited (Nasdaq:
COMM), and its formerly wholly-owned subsidiary CoreComm Holdco, Inc.
announced today that CoreComm Holdco had filed registration statements with
the Securities and Exchange Commission, launched the previously announced
registered public exchange offers and that the Companies had made changes in
the management roles of certain of their senior executives. As previously
announced, it is intended that CoreComm Holdco will become the new,
recapitalized company going forward, in place of CoreComm Limited as the
parent company.
The filing with the SEC of the Registration Statements and launching
of the exchange offers represent continued progress towards the completion of
the final phase of the Companies' previously announced plan of
recapitalization. The Companies closed on substantially all of the
recapitalization transactions with debt and preferred stock holders in
December 2001. The exchange offer prospectus, which is part of the Form S-4
filed by CoreComm Holdco, describes the final phase, which is the previously
announced exchange offers. In the exchange offers, the holders of CoreComm
Limited securities are being asked to tender: (1) each share of CoreComm
Limited common stock they hold for 1/116.7 of a share of common stock of
CoreComm Holdco (subject to rounding) ; and (2) each $1,000 aggregate
principal amount of CoreComm Limited's 6% Convertible Subordinated Notes they
hold, for 3.0349 shares of common stock of CoreComm Holdco (subject to
rounding) and $30 in cash (which is an amount equal to the October 1, 2001
interest payment). The exchange offers expire at midnight, March 8, 2002,
unless we terminate the exchange offers or extend the expiration date.
Investors are encouraged to read the information regarding the exchange offers
at the end of this release, which describes where you can get more
information.
Pro forma for the recapitalization, assuming 100% of the outstanding
securities are tendered in the exchange offers, the only remaining debt
obligations (not including trade payables) of CoreComm Holdco are its $156.1
million credit facility, $15.8 million in Senior Convertible Notes, and
approximately $11.5 million in capital leases. There is no preferred stock
outstanding.
The Companies also announced that they had named Thomas Gravina as
President and Chief Executive Officer and named Michael A. Peterson as
Executive Vice President, Chief Operating Officer and Chief Financial Officer.
Barclay Knapp has become Chairman of the Board and George Blumenthal has
become Chairman Emeritus. Gravina and Peterson have also joined CoreComm
Holdco's Board of Directors. In addition, the Board of Directors of CoreComm
Holdco has elected as a director Ralph H. Booth II, who is the Chairman and
Chief Executive Officer of Booth American Company. Booth American Company made
investments in the Companies in 2000 and 2001. Gregg N. Gorelick has been
promoted to Senior Vice President - Controller and Treasurer. Alan Patricof
and Warren Potash will continue to serve on the Board of Directors.
Thomas Gravina said: "The Company is continuing successfully down the
path we set out a year ago. I am pleased to be a part of a great story and a
very talented management team. I am also very pleased to have Mr. Peterson
expand his role and responsibilities within our organization. I believe the
entire management team will deliver positive results and successfully execute
our business plan.
"The filing of the registration statements and launching of the
exchange offers indicate that we are on track to complete all remaining phases
of the recapitalization over the next several weeks. Operationally, we have
continued to execute successfully on our plans to increase profitability,
improve efficiency, reduce expenses, and continue revenue growth. We believe
that we remain on track to generate positive EBITDA in early 2002 and become
free cash flow positive in late 2002. The demand for telecommunications
products and services continues to be strong, and we expect continued
acceptance in the market for CoreComm's voice and data services in all of our
divisions.
"We are very pleased that CoreComm has been able to respond
successfully to its challenges, and believe that the Company is now positioned
to challenge the incumbents for market share and be one of the strong
competitive providers in the industry going forward."
*******
The foregoing reference to the registered public exchange offer shall
not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of shares of common stock of Holdco 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. Investors and
security holders are urged to read the following documents (including
amendments that may be made to them), regarding the exchange offers for the
shares of CoreComm common stock and the 6% Convertible Subordinated Notes
because they contain important information:
- Holdco's preliminary prospectus, prospectus supplements and final
prospectus; and - Holdco's Registration Statement on Form S-4,
containing such documents and other information.
These documents and amendments to these documents have been and will
continue to be filed, as they may be amended, with the United States
Securities and Exchange Commission. When these and other documents are filed
with the SEC, they may be obtained free at the SEC's web site at www.sec.gov.
You may also obtain for free each of these documents (when available) from
Holdco by directing your request to the numbers listed below.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
In addition to the historical information presented, this release also
includes certain forward-looking statements concerning financing, the
recapitalization transactions and trends in operating results. Such statements
represent CoreComm's reasonable judgment on the future and are based on
assumptions and factors that could cause actual results to differ materially.
Examples of relevant assumptions and factors include, but are not limited to,
general economic and business conditions, industry trends, technological
developments, CoreComm's ability to continue to design and deploy efficient
network routes, obtain and maintain any required regulatory licenses or
approvals and finance network development, all in a timely manner, at
reasonable costs and on satisfactory terms and conditions, as well as
assumptions about customer acceptance, churn rates, overall market penetration
and competition from providers of alternative services, the impact of
restructuring and integration actions, the impact of new business
opportunities requiring significant up-front investment, interest rate
fluctuations, and availability, terms and deployment of capital. CoreComm
assumes no obligation to update these forward-looking statements to reflect
actual results, changes in assumptions or changes in factors affecting such
statements.
For further information regarding the exchange offers, you can contact the
information agent:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 848-2998
For any other information contact: Selim Kender, Director - Corporate
Development or Jared L. Gurfein, Director of Legal Affairs at (212) 906-8485