Adelphia reorganization and sale moves forward

June 23, 2006 Greenwood Village, CO -- Adelphia Communications Corp. has executed amendments to its purchase agreements with Time Warner NY Cable and Comcast and is filing a modified Chapter 11 bankruptcy Plan of Reorganization with the U.S. Bankruptcy Court for the Southern District of New York relating to the two joint ventures it holds with Comcast.
June 23, 2006
3 min read

June 23, 2006 Greenwood Village, CO -- Adelphia Communications Corp. has executed amendments to its purchase agreements with Time Warner NY Cable and Comcast and is filing a modified Chapter 11 bankruptcy Plan of Reorganization with the U.S. Bankruptcy Court for the Southern District of New York relating to the two joint ventures it holds with Comcast.

Adelphia's Third Modified Fourth Amended Joint Plan of Reorganization includes changes intended to facilitate confirmation by addressing concerns expressed by various bankruptcy constituents of the joint ventures, including their pre-petition lenders and the Creditors' Committee. The execution of the amendments to the purchase agreements and the filing of the modified plan are a further step in facilitating completion of the sale of substantially all of Adelphia's assets to Time Warner NY Cable and Comcast as quickly as possible.

Under the expedited sale process announced by Adelphia on May 26, 2006, Adelphia's majority interests in the joint ventures, Parnassos and Century-TCI, will be sold to Comcast in connection with a confirmed Chapter 11 Plan of Reorganization that provides for payment in full to the creditors of the joint ventures, while substantially all of Adelphia's remaining cable assets will be sold to Comcast and Time Warner NY Cable under a court-approved asset sale under Section 363 of the Bankruptcy Code. The sales of the joint-venture interests and the remaining Adelphia assets are conditioned on one another and expected to occur simultaneously.

In a ruling on June 16, 2006, the Bankruptcy Court approved amended sale procedures relating to the Section 363 sale process. On June 21, Adelphia, Time Warner NY Cable, and Comcast entered into amendments to their respective purchase agreement, as well as a Registration Rights Letter Agreement substantially in the forms previously filed with the Bankruptcy Court.

The termination and breakup fee provisions included in the amendments to the purchase agreements were approved in the June 16 ruling. Other terms in these amendments, including the sale of the assets under Section 363 of the Bankruptcy Code, must be approved by the Bankruptcy Court. The hearings to approve these terms and to confirm the modified reorganization plan relating to the two joint ventures, are expected to be held later this month.

Distributions to creditors of Adelphia entities outside the Parnassos and Century-TCI joint ventures will not occur until after the confirmation of separate plans of reorganization relating to those entities, which Adelphia intends to seek following completion of the sales. Until confirmation of such separate plans of reorganization, the non-joint venture Adelphia entities will remain in bankruptcy.

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