Contribution of Tower Assets
August 21 2009 - 12:13PM
UK Regulatory
TIDMFCOM
RNS Number : 8630X
First Communications, Inc.
21 August 2009
The information contained herein is not for publication or distribution to
persons in the United States of America. The securities of the Company have not
been and will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold without registration thereunder or
pursuant to an available exemption there from
The materials do not constitute an offer of securities of the Company for sale
in the United States; the securities of the Company may not be offered or sold
in the United States, absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The
Company does not intend to register its securities under the Securities Act.
FIRST COMMUNICATIONS, INC.
("First Communications" or the "Company")
First Communications, Inc Announces the Contribution of Tower Assets to
Diamond Communications, LLC
Akron, OH - August 21, 2009 First Communications announces today the
contribution of wireless tower assets throughout Ohio, Pennsylvania, and New
Jersey of First Telecom Service LLC ("First Telecom"), a subsidiary of the
Company to Diamond Communications LLC ("Diamond"), a rapidly growing
communications tower management company with experience in communications tower
ownership, site development, and tower acquisitions for a consideration of
$20.00 million being satisfied through the issue of membership units in Diamond.
As a result, First Telecom will have an interest in Diamond of 13.6%. If certain
performance thresholds are met, First Telecom will also have the opportunity to
receive additional units through an earn-out in an amount not to exceed $18.57
million. A representative of First Communications will also join the Diamond
Board.
The terms of the deal include First Telecom contributing the assets related to
its tower business (the "Assets") to Diamond. The Assets to be contributed
include tower assets, customer contracts and certain third party contracts
necessary for the operations of the tower business. Diamond will take ownership
of the Assets subject to $50.00 million of First Telecom's debt that had been
incurred by First Telecom to acquire the Assets and finance First Telecom
operation of the Tower Business. As part of the transaction, Diamond provided a
limited non-recourse guaranty to First Communications' lenders of this $50.00
million of debt.
The tower assets include 368 leases on wireless structures. The gross book
value of the Assets is $45.68 million and the profit before tax was $5.05
million for the year ended December 31, 2008. First Communications plans to
retain their equity interest in Diamond in anticipation of the continued growth
and value of the Diamond.
It is expected that the Company's 2008 audit results will be released shortly.
Ray Hexamer, CEO of First Communications, said "Diamond Communications'
expertise and vast background in the tower industry strategically adds focus and
future value to these assets while allowing First Communications to concentrate
on its core business."
"We are very excited about this acquisition", said Ed Farscht, CEO of Diamond
Communications. "First Telecom Services has 368 wireless tenants on tower
structures with the opportunity to lease up additional towers in the future.
This purchase is consistent with Diamond's strategy to expand its business
through new tower development as well as strategic acquisitions. The new assets
allow Diamond to better serve its customers, which include all major U.S.
wireless service providers and communications companies."
About First Communications
First Communications is a leading facilities-based telecommunications provider
specializing in advanced data and voice services for commercial customers as
well as residential voice service. First Communications has become one of the
largest Integrated Telecommunications companies in the Midwest.
About Diamond Communications
Diamond Communications owns 289 communications towers throughout the U.S.
primarily in the Southeast. Diamond Communications is a leading communications
tower company with expertise in tower management, site development and
construction.
For Further Information:
+--------------------------------------------+------------------------------------------+
| First Communications, Inc. | |
+--------------------------------------------+------------------------------------------+
| Joe Morris | Tel: +1 (330) 835-2472 |
+--------------------------------------------+------------------------------------------+
| | |
+--------------------------------------------+------------------------------------------+
| Collins Stewart Europe Limited | |
+--------------------------------------------+------------------------------------------+
| Piers Coombs, Stewart Wallace | Tel: +44 (0) 207 523 8350 |
+--------------------------------------------+------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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