ABRY Partners to acquire RCN Corp.

MARCH 5, 2010 -- RCN Corporation (NASDAQ: RCNI) and Boston-based media and communications focused private equity investment firm ABRY Partners have reached a definitive agreement for an investment fund managed by ABRY to acquire RCN for a total of approximately $1.2 billion, including the assumption of debt.

MARCH 5, 2010 -- RCN Corporation (NASDAQ: RCNI) and Boston-based media and communications focused private equity investment firm ABRY Partners have reached a definitive agreement for an investment fund managed by ABRY to acquire RCN for a total of approximately $1.2 billion, including the assumption of debt.

RCN is a competitive broadband services provider to residential and small-medium business customers under the brand names of RCN and RCN Business Services, respectively. In addition, through its RCN Metro Optical Networks business unit, RCN delivers fiber-based data transport services to large commercial customers, primarily large enterprises and carriers, targeting the metropolitan central business districts in the company's geographic markets. RCN's primary service areas include Washington, DC, Philadelphia, Lehigh Valley (PA), New York City, Boston, and Chicago.

As part of this agreement, each share of RCN common stock issued and outstanding immediately prior to the effective time of the merger will be entitled to receive $15 in cash, representing a 43% premium over RCN's average closing share price during the past 30 trading days and a 22% premium over the closing share price on March 4, 2010. The transaction has fully committed financing, the companies say, consisting of a combination of equity to be invested by ABRY and debt financing to be provided by SunTrust Robinson Humphrey, Inc., GE Capital, Societe Generale, and certain of their affiliates.

The transaction is expected to be completed in the second half of 2010, subject to receipt of stockholder approval, regulatory approvals (including the receipt of required consents and approvals of the Federal Communications Commission), as well as satisfaction of other customary closing conditions. The transaction is not subject to any financing condition.

Under the terms of the merger agreement, RCN may solicit proposals from third parties for 40 days through April 14, 2010. There can be no assurances that this process will result in an alternative transaction. RCN does not intend to disclose developments with respect to this solicitation process unless and until its board of directors has made a decision.

Deutsche Bank Securities Inc. and Waller Capital Partners, LLC acted as financial advisors to the Special Committee of RCN's Board of Directors with respect to this transaction. Jenner & Block LLP acted as counsel to RCN.

SunTrust Robinson Humphrey acted as exclusive financial advisor to ABRY and will also serve as left lead joint bookrunner and administrative agent for the debt financing. GE Capital Markets and SG Americas Securities will also act as joint bookrunners for the debt financing. Edwards Angell Palmer & Dodge LLP acted as counsel to ABRY Partners.

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