- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
02 Fevereiro 2011 - 5:31PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 3
to
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Mediacom Communications Corporation
(Name of the Issuer)
Mediacom Communications Corporation
JMC Communications LLC
Rocco B. Commisso
(Name of Person(s) Filing Statement)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
58446K105
(CUSIP Number of Class of Securities)
Joseph E. Young, Esq.
Senior Vice President, General Counsel and Secretary
Mediacom Communications Corporation
100 Crystal Run Road, Middletown, New York 10941
(845) 695-2600
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
Copies to:
|
|
|
|
|
Denise M. Tormey, Esq.
|
|
Lee D. Charles, Esq.
|
|
Charles I. Cogut, Esq.
|
Joseph H. Schmitt, Esq.
|
|
John M. Winter, Esq.
|
|
Sean D. Rodgers, Esq.
|
SNR Denton US LLP
|
|
Baker Botts L.L.P.
|
|
Simpson Thacher & Bartlett LLP
|
Two World Financial Center
|
|
30 Rockefeller Plaza
|
|
425 Lexington Avenue
|
New York, New York 10281
|
|
New York, New York 10112
|
|
New York, New York 10017
|
(212) 768-6700
|
|
(212) 408-2500
|
|
(212) 455-20000
|
This statement is filed in connection with (check the appropriate box):
|
|
|
|
|
a.
|
|
þ
|
|
The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities
Exchange Act of 1934 (the Act).
|
|
|
|
|
|
b.
|
|
o
|
|
The filing of a registration statement under the Securities Act of 1933.
|
|
|
|
|
|
c.
|
|
o
|
|
A tender offer.
|
|
|
|
|
|
d.
|
|
o
|
|
None of the above.
|
Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
o
Check the following box if the filing is a final amendment reporting the results of the
transaction:
o
Calculation of Filing Fee
|
|
|
|
|
|
|
|
Transaction Valuation*
|
|
|
Amount of Filing Fee**
|
|
|
$394,834,294
|
|
|
$28,151.69
|
|
|
*
|
|
The filing fee was determined based upon the sum of (a) the product of the per share
merger consideration of $8.75 and 41,262,451 shares of common stock (which represents the
total number of shares of Mediacom Class A common stock and Class B common stock outstanding
as of November 30, 2010, less 27,003,632 shares of Class A common stock and Class B common
stock owned by the RBC
Stockholders), plus (b) $12,867,910 expected to be paid in connection with the
cancellation of outstanding options to purchase shares of common stock having an exercise
price less than the per share merger consideration of $8.75 (other than options owned by
Rocco B. Commisso), plus (c) $20,919,938 expected to be paid in connection with the
cancellation of outstanding restricted stock units (other than restricted stock units owned
by Rocco B. Commisso).
|
|
**
|
|
The amount of the filing fee is calculated in accordance with Rule 0-11 under the
Exchange Act and Fee Rate Advisory #4 for fiscal year 2010, issued December 17, 2009, as the
product of $394,834,294 and .00007130.
|
þ
|
|
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) under the Act and
identify the filing with which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
|
Amount Previously Paid: $28,151.69
Form or Registration No.: Schedule 14A
Filing Party: Mediacom Communications Corporation
Date Filed: December 3, 2010
TABLE OF CONTENTS
Introduction
This
Amendment No. 3 amends and supplements the Rule 13E-3 Transaction
Statement on Schedule 13E-3 that was filed with the Securities and
Exchange Commission (the SEC) on December 3, 2010, as
amended by Amendment No.1 to Schedule 13E-3 filed with the SEC on
January 7, 2011 and Amendment No. 2 to Schedule 13E-3 filed with the SEC on January 31, 2011. This
Amendment No. 3 to Schedule 13E-3 (the Schedule 13E-3) is
being filed
jointly by Mediacom Communications Corporation, a
Delaware corporation (Mediacom), JMC Communications LLC, a Delaware limited liability company
(Merger Sub), and Rocco B. Commisso, the sole member and manager of Merger Sub (Mr. Commisso) in connection with the Agreement and Plan of
Merger, dated as of November 12, 2010, as may be amended from time to time (the Merger
Agreement), by and among Mediacom, Merger Sub and Mr. Commisso. Mediacom, Merger Sub and Mr.
Commisso are referred to herein as the Filing Persons. If the Merger Agreement is approved by
Mediacoms stockholders, Merger Sub will merge with and into Mediacom, with Mediacom continuing as
the surviving corporation. In the merger, each outstanding share of Mediacom Class A common stock
and Class B common stock (other than shares held by Merger Sub,
Mr. Commisso or any of their affiliates, held in treasury by
Mediacom, and held by stockholders who have perfected their appraisal rights under Delaware law)
will be converted into the right to receive the merger consideration of $8.75 per share in cash,
without interest. In the merger, each outstanding option to purchase shares of Mediacom common
stock granted to Mediacom employees and directors under Mediacoms stock incentive plans will be
cancelled. In exchange for such cancellation, the holders (other than Mr. Commisso) will receive
in respect of each option a cash payment equal to the excess, if any, of $8.75 over the per share
exercise price of such option for each share of Mediacom common stock subject to such option,
subject in certain circumstances to the vesting, payment and other terms of the incentive stock
plan and applicable agreement under which such option was granted. Each restricted stock unit
representing a share of Mediacom common stock (other than those held by Mr. Commisso) issued and
outstanding under Mediacoms incentive stock plans will convert in the merger into the right to
receive $8.75 in cash in respect of each such restricted stock unit, subject in certain circumstances to
the vesting, payment and other terms of the incentive stock plan and the applicable agreement.
Unvested stock options and restricted stock units held by non-employee directors of Mediacom will
accelerate as a result of the merger and the holder will become entitled to receive, in the case of
options, a cash payment equal to the excess, if any, of $8.75 over the per share exercise price of such option for each
share of common stock subject to such option, and, in the case of
restricted stock units, $8.75 in cash for
each share of common stock represented by such unit.
Concurrently with
the filing of this Schedule 13E-3, Mediacom is filing a definitive proxy
statement (the Definitive Proxy Statement) under Section 14(a) of the Securities Exchange Act of
1934, as amended (the Exchange Act), pursuant to which the Mediacom
board of directors will be soliciting proxies from stockholders of Mediacom in connection with the
merger. The cross reference sheet below is being supplied pursuant to General Instruction F to
Schedule 13E-3 and shows the location in the Definitive Proxy Statement of the information
required to be included in response to the items of Schedule 13E-3. The information set forth in
the Definitive Proxy Statement, including all annexes thereto, is hereby incorporated herein by
this reference, and the responses to each such item in this Schedule 13E-3 are qualified in their
entirety by the information contained in the Definitive Proxy Statement and the annexes thereto.
All references in this Schedule 13E-3 to Items numbered 1001 through 1016 are references to
Items contained in Regulation M-A under the Exchange Act.
Item 1. Summary Term Sheet.
The information set forth under the caption Summary Term Sheet in the Definitive Proxy Statement
is incorporated herein by this reference.
1
Item 2. Subject Company Information.
|
|
|
(a)
|
|
The name of the subject company is Mediacom Communications Corporation, a Delaware
corporation. Mediacoms executive offices are located at 100 Crystal Run Road, Middletown,
New York 10941, telephone, (845) 695-2600.
|
|
|
|
(b)
|
|
The class of securities to which this Schedule 13E-3 relates is the Class A common stock, par
value $0.01 per share, of Mediacom, of which 41,506,614 shares were issued and outstanding as
of January 14, 2011. In addition, on such date, there were outstanding 27,001,944 shares of
Class B common stock, par value $0.01 per share, of Mediacom. Each share of Mediacom Class B
common stock is convertible, at the option of the holder, into one share of Class A common
stock.
|
|
|
|
(c)- (d)
|
|
The information set forth under the caption Common Stock Market Price and Dividend
Information in the Definitive Proxy Statement is incorporated herein by this reference.
|
|
|
|
(e)
|
|
None
|
|
|
|
(f)
|
|
The information set forth under the caption Certain Purchases and Sales of Mediacom Common
Stock in the Definitive Proxy Statement is incorporated herein by this reference.
|
Item 3. Identity and Background of Filing Person.
|
|
|
(a) (c)
|
|
The information set forth under the captions Information Concerning Mediacom,
Directors and Executive Officers of Mediacom and Information Concerning the RBC
Stockholders in the Definitive Proxy Statement is incorporated herein by this reference.
|
Item 4. Terms of the Transaction.
|
|
|
(a)(1)
|
|
Not applicable.
|
|
|
|
(a)(2)(i)
|
|
The information set forth under the captions Summary Term Sheet, Special Factors,
The Special Meeting and The Merger Agreement in the Definitive Proxy Statement is
incorporated herein by this reference.
|
|
|
|
(a)(2)(ii)
|
|
The information set forth under the captions Summary Term Sheet The Merger
Consideration and Special Factors Structure and Steps of the Merger in the Definitive
Proxy Statement is incorporated herein by this reference.
|
|
|
|
(a)(2)(iii)
|
|
The information set forth under the captions Special Factors Background of the
Merger, Special Factors Recommendation of the Special Committee and Board of Directors;
Reasons for Recommending Approval of the Merger, Special Factors Opinion of Financial
Advisor to the Special Committee, Special Factors Position of Mr. Commisso and Merger Sub
as to the Fairness of the Merger and Special Factors Reasons of the RBC Stockholders for
the Merger in the Definitive Proxy Statement is incorporated herein by this reference.
|
|
|
|
(a)(2)(iv)
|
|
The information set forth under the captions Summary Term Sheet Required Vote; Voting
Agreement and The Special Meeting Vote Required; How Shares are Voted in the Definitive
Proxy Statement is incorporated herein by this reference.
|
|
|
|
(a)(2)(v)
|
|
The information set forth under the captions Summary Term Sheet Effects of the
Merger, Summary Term Sheet Interests of Certain Persons in the Merger, Special Factors
Effects of the Merger, Special Factors Interests of Certain Persons in the Merger and
Special Factors Structure and Steps of the Merger in the Definitive Proxy Statement is
incorporated herein by this reference.
|
2
|
|
|
(a)(2)(vi)
|
|
The information set forth under the caption Special Factors Accounting Treatment of
the Merger in the Definitive Proxy Statement is incorporated herein by this reference.
|
|
|
|
(a)(2)(vii)
|
|
The information set forth under the captions Summary Term Sheet Tax Consequences
and Special Factors Material United States Federal Income Tax Considerations in the
Definitive Proxy Statement is incorporated herein by this reference.
|
|
|
|
(c)
|
|
The information set forth under the captions Special Factors Effects of the Merger,
Special Factors Interests of Certain Persons in the Merger and Special Factors
Structure and Steps of the Merger in the Definitive Proxy Statement is incorporated herein
by this reference.
|
|
|
|
(d)
|
|
The information set forth under the captions Summary Term Sheet Appraisal Rights and
Special Factors Appraisal Rights of Stockholders
in the Definitive Proxy Statement is
incorporated herein by this reference.
|
|
|
|
(e)
|
|
The information set forth under the caption Special Factors Provisions for Unaffiliated
Security Holders in the Definitive Proxy Statement is incorporated herein by this reference.
|
|
|
|
(f)
|
|
Not applicable.
|
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
|
|
|
(a)
|
|
None.
|
|
|
|
(b) (c)
|
|
The information set forth under the captions Special Factors Background of the
Merger, Special Factors Recommendation of the Special Committee and Board of Directors;
Reasons for Recommending Approval of the Merger, Special Factors Position of Mr. Commisso
and Merger Sub as to the Fairness of the Merger, Special Factors Reasons of the RBC
Stockholders for the Merger, Special Factors Effects of the Merger, Special Factors
Interests of Certain Persons in the Merger and Special Factors Structure and Steps of the
Merger in the Definitive Proxy Statement is incorporated herein by this reference.
|
|
|
|
(e)
|
|
The information set forth under the captions Summary Term Sheet Required Vote; Voting
Agreement, Special Factors Interests of Certain Persons in the Merger, Special Factors
Voting Agreement and Security Ownership of Certain Beneficial Owners and Management in the
Definitive Proxy Statement is incorporated herein by this reference.
|
Item 6. Purpose of the Transaction and Plans or Proposals.
|
|
|
(b)
|
|
The information set forth under the captions Summary Term Sheet Effects of the Merger,
Special Factors Structure and Steps of the Merger and Special Factors Effects of the
Merger in the Definitive Proxy Statement is incorporated herein by this reference.
|
|
|
|
(c)(1) (8)
|
|
The information set forth under the captions Summary Term Sheet, Special Factors
Background of the Merger, Special Factors Reasons of the RBC Stockholders for the
Merger, Special Factors Effects of the Merger, Special Factors Structure and Steps of
the Merger and The Merger Agreement in the
Definitive Proxy Statement is incorporated
herein by this reference.
|
Item 7. Purposes, Alternatives, Reasons and Effects.
|
|
|
(a)
|
|
The information set forth under the captions Summary Term Sheet Effects of the Merger,
Special Factors Background of the Merger, Special Factors Recommendation of the Special
Committee and Board of Directors; Reasons for Recommending Approval of the Merger, Special
Factors Position of Mr. Commisso and Merger Sub as to the Fairness of the Merger, Special
Factors Reasons of the RBC Stockholders for the Merger, Special Factors Effects of the
|
3
|
|
|
|
|
Merger and Special
Factors Interests of Certain Persons in the Merger in
the Definitive
Proxy Statement is incorporated herein by this reference.
|
|
|
|
(b)
|
|
The information set forth under the captions Special Factors Background of the Merger,
Special Factors Recommendation of the Special Committee and Board of Directors; Reasons for
Recommending Approval of the Merger, Special Factors Position of Mr. Commisso and Merger
Sub as to the Fairness of the Merger and Special Factors Reasons of the RBC Stockholders
for the Merger in the Definitive Proxy Statement is incorporated herein by this reference.
|
|
|
|
(c)
|
|
The information set forth under the captions Special Factors Background of the Merger,
Special Factors Recommendation of the Special Committee and Board of Directors; Reasons for
Recommending Approval of the Merger, Special Factors Position of Mr. Commisso and Merger
Sub as to the Fairness of the Merger and Special Factors Reasons of the RBC Stockholders
for the Merger in the Definitive Proxy Statement is incorporated herein by this reference.
|
|
|
|
(d)
|
|
The information set forth under the captions Summary Term Sheet Effects of the Merger,
Special Factors Position of Mr. Commisso and Merger Sub as to the Fairness of the Merger,
Special Factors Reasons of the RBC Stockholders for the Merger, Special Factors Effects
of the Merger, Special Factors Structure and Steps of the Merger, Special
Factors Interests of Certain Persons in the Merger and Special Factors Material United
States Federal Income Tax Considerations in the Definitive Proxy Statement is incorporated
herein by this reference.
|
Item 8. Fairness of the Transaction.
|
|
|
(a) (b)
|
|
The information set forth under the captions Summary Term Sheet Recommendations,
Summary Term Sheet Opinion of Financial Advisor, Special Factors Recommendation of the
Special Committee and Board of Directors; Reasons for Recommending Approval of the Merger,
Special Factors Opinion of Financial Advisor to the Special Committee, Special Factors
Position of Mr. Commisso and Merger Sub as to the Fairness of the Merger, Special Factors
Financial Analyses of J. P. Morgan and BofA Merrill Lynch, Special Factors Reasons of the RBC
Stockholders for the Merger, Special Factors Effects of the Merger, Special Factors
Effects of the Merger on Mediacoms Net Book Value and Net Income and Special Factors
Interests of Certain Persons in the Merger in the Definitive Proxy Statement is incorporated
herein by reference.
|
|
|
|
(c)
|
|
The information set forth under the captions Summary Term Sheet Required Vote; Voting
Agreement, Summary Term Sheet Conditions to Completion of the Merger and The Special
Meeting Vote Required; How Shares are Voted in the
Definitive Proxy Statement is
incorporated herein by this reference.
|
|
|
|
(d)
|
|
The information set forth under the
captions Summary Term Sheet Opinions of Financial Advisor, Special
FactorsBackground of the Merger, Special Factors Recommendation of the Special Committee
and Board of Directors; Reasons for Recommending Approval of the Merger, Special Factors
Opinion of Financial Advisor to the Special Committee, Special Factors Position of Mr.
Commisso and Merger Sub as to the Fairness of the Merger, Special Factors Reasons of the
RBC Stockholders for the Merger and Special Factors Interests of Certain Persons in the
Merger in the Definitive Proxy Statement is incorporated herein by reference.
|
|
|
|
(e)
|
|
The information set forth under the captions Summary Term Sheet Recommendations, Special
Factors Background of the Merger, Special Factors Recommendation of the Special
Committee and Board of Directors; Reasons for Recommending Approval of the Merger, Special
Factors Position of Mr. Commisso and Merger Sub as to the Fairness of the Merger, Special
Factors Reasons of the RBC Stockholders for the Merger, and Special Factors Interests of
Certain Persons in the Merger in the Definitive Proxy Statement is incorporated herein by
this reference.
|
4
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
|
|
|
(a) (c)
|
|
The information set forth under the captions Summary Term Sheet Opinion of Financial
Advisor, Special Factors Background of the Merger, Special Factors Opinion of
Financial Advisor to the Special Committee, Special
Factors Financial Analyses of J. P. Morgan
and BofA Merrill Lynch, Special Factors Estimated Fees and Expenses and Additional
Information in the Definitive Proxy Statement is incorporated herein by this reference. The
written opinion of Barclays Capital, Inc., dated November 12, 2010, is attached to the
Definitive Proxy Statement as Annex B and is incorporated herein by reference.
|
Item 10. Source and Amounts of Funds or Other Consideration.
|
|
|
(a) (b)
|
|
The information set forth under the captions Summary Term Sheet Financing of the
Merger, Special Factors Background of the Merger, Special Factors Recommendation of
the Special Committee and Board of Directors; Reasons for Recommending Approval of the Merger
and Special Factors Financing of the Merger in the Definitive Proxy Statement is
incorporated herein by this reference.
|
|
|
|
(c)
|
|
The information set forth under the captions Summary Term Sheet Expenses, Special
Factors Estimated Fees and Expenses and The Merger Agreement Termination Expenses in the
Definitive Proxy Statement is incorporated herein by this reference.
|
|
|
|
(d)
|
|
The information set forth under the caption Special Factors Financing of the Merger in
the Definitive Proxy Statement is incorporated herein by reference.
|
Item 11. Interest in Securities of the Subject Company.
|
|
|
(a) (b)
|
|
The information set forth under the captions Special Factors Interests of Certain
Persons in the Merger, Security Ownership of Certain Beneficial Owners and Management and
Certain Purchases and Sales of Mediacom Common Stock in the Definitive Proxy Statement is
incorporated herein by this reference.
|
Item 12. The Solicitation or Recommendation.
|
|
|
(d) (e)
|
|
The information set forth under the
captions Summary Term Sheet Recommendations, Questions and Answers About the Merger
and the Special Meeting Does Mediacoms Board of Directors Recommend Approval of the Merger
Agreement, Special Factors Background of the
Merger Special Factors Recommendation of the Special Committee and Board of Directors;
Reasons for Recommending Approval of the Merger, Special Factors Position of Mr. Commisso
and Merger Sub as to the Fairness of the Merger, Special Factors Reasons of the RBC
Stockholders for the Merger, Special Factors Voting Agreement and The Special Meeting
Vote Required; How Shares are Voted in the Definitive Proxy Statement is incorporated herein
by this reference.
|
Item 13. Financial Information.
|
|
|
(a)
|
|
The information set forth under the captions Special Factors Effects of the Merger on
Mediacoms Net Book Value and Net Income, Selected Historical Consolidated Financial Data
and Additional Information in the Definitive Proxy Statement is incorporated herein by this
reference. Mediacoms annual report on Form 10-K for the year ended December 31, 2009 and its
quarterly report on Form 10-Q for the quarter ended September 30, 2010 are each incorporated
herein by reference.
|
5
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
|
|
|
(a) (b)
|
|
The information set forth under the captions Questions and Answers About the Merger
and the Special Meeting Who Can Help Answer My Questions, Special Factors Estimated
Fees and Expenses, The Special Meeting Who to Call for Assistance and The Special
Meeting Proxy Solicitation in the Definitive Proxy Statement is incorporated herein by
this reference.
|
Item 15. Additional Information.
|
|
|
(b)
|
|
The information contained in the Definitive Proxy Statement, including all annexes thereto,
is incorporated in its entirety herein by this reference.
|
Item 16. Exhibits.
|
|
|
(a)(1)
|
|
Definitive Proxy Statement of Mediacom Communications Corporation, filed with the
Securities and Exchange Commission on February 2, 2011.
|
|
|
|
(a)(2)
|
|
Form of Proxy Card (included as
Appendix I to the Definitive Proxy Statement filed
herewith as Exhibit (a)(1)).
|
|
|
|
(a)(3)
|
|
Press release, dated November 15, 2010 (incorporated by reference to Exhibit 99.1 to
Mediacoms Form 8-K, filed with the SEC on November 15, 2010).
|
|
|
|
(b)(1)
|
|
Credit Agreement, dated as of October 21, 2004, among the operating subsidiaries of Mediacom
LLC, the lenders thereto and JPMorgan Chase Bank, as administrative agent for the lenders
(incorporated by reference to Exhibit 10.1 to Mediacoms quarterly report on Form 10-Q for the
quarterly period ended September 30, 2004).
|
|
|
|
(b)(2)
|
|
Amendment No. 1, dated as of May 5, 2006, to the Credit Agreement, dated as of October 21,
2004, among the operating subsidiaries of Mediacom LLC, the lenders thereto and JPMorgan Chase
Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.3 to
Mediacoms quarterly report on Form 10-Q for the quarterly period ended March 31, 2006).
|
|
|
|
(b)(3)
|
|
Amendment No. 2, dated as of June 11, 2007, to the Credit Agreement, dated as of October 21,
2004, among the operating subsidiaries of Mediacom LLC, the lenders party thereto and JPMorgan
Chase Bank as administrative agent for the lenders (incorporated by reference to Exhibit 10.3
to Mediacoms quarterly report on Form 10-Q for the quarterly period ended June 30, 2007).
|
|
|
|
(b)(4)
|
|
Amendment No. 3, dated as of June 11, 2007, to the Credit Agreement, dated of October 21,
2004, among the operating subsidiaries of Mediacom LLC, the lenders party thereto and JPMorgan
Chase Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.4
to Mediacoms quarterly report on Form 10-Q for the quarterly period ended June 30, 2007).
|
|
|
|
(b)(5)
|
|
Amendment No. 4, dated as of April 23, 2010, to the Credit Agreement, dated as of October
21, 2004, among the operating subsidiaries of Mediacom LLC, the lenders party thereto and
JPMorgan Chase Bank, as administrative agent for the lenders (incorporated by reference to
Exhibit 10.1 to the current report on Form 8-K, dated April 23, 2010, of Mediacom LLC).
|
|
|
|
(b)(6)
|
|
Incremental Facility Agreement, dated as of May 5, 2006, between the operating subsidiaries
of Mediacom LLC, the lenders signatory thereto and JPMorgan Chase Bank, N.A., as
administrative agent (incorporated by reference to Exhibit 10.1 to Mediacoms quarterly report
on Form 10-Q for the quarterly period ended March 31, 2006).
|
6
|
|
|
(b)(7)
|
|
Incremental Facility Agreement, dated as of August 25, 2009, between the operating
subsidiaries of Mediacom LLC, the lenders signatory thereto and JPMorgan Chase Base, N.A., as
administrative agent (incorporated by reference to Exhibit 10.1 to Mediacoms quarterly
report on Form 10-Q for the quarterly period ended September 30, 2009).
|
|
|
|
(b)(8)
|
|
Incremental Facility Agreement, dated as of April 23, 2010, between the operating
subsidiaries of Mediacom LLC, the lenders signatory thereto and JPMorgan Chase Bank, N.A., as
administrative agent (incorporated by reference to Exhibit 10.2 to the current report on Form
8-K, dated April 23, 2010, of Mediacom LLC).
|
|
|
|
(b)(9)
|
|
Amendment and Restatement, dated December 16, 2004, of Credit Agreement, dated as of July
18, 2001, among the operating subsidiaries of Mediacom Broadband LLC, the lenders thereto and
JPMorgan Chase Bank, as administrative agent for the lenders (incorporated by reference to
Exhibit 10.2 to Mediacoms annual report on Form 10-K for the year ended December 31, 2004).
|
|
|
|
(b)(10)
|
|
Amendment No. 1, dated as of October 11, 2005, to the Amendment and Restatement, dated as
of December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating
subsidiaries of Mediacom Broadband LLC, the lenders thereto and JP Morgan Chase Bank, as
administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to Mediacoms
quarterly report on Form 10-Q for the quarterly period ended September 30, 2005).
|
|
|
|
(b)(11)
|
|
Amendment No. 2, dated as of May 5, 2006, to the Amendment and Restatement, dated as of
December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating
subsidiaries of Mediacom Broadband LLC, the lenders thereto and JPMorgan Chase Bank, as
administrative agent for the lenders (incorporated by reference to Exhibit 10.4 to Mediacoms
quarterly report on Form 10-Q for the quarterly period ended March 31, 2006).
|
|
|
|
(b)(12)
|
|
Amendment No. 3, dated as of June 11, 2007, to the Amendment and Restatement, dated as of
December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating
subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, as
administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to Mediacoms
quarterly report on Form 10-Q for the quarterly period ended June 30, 2007).
|
|
|
|
(b)(13)
|
|
Amendment No. 4, dated as of June 11, 2007, to the Amendment and Restatement, dates as of
December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating
subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, as
administrative agent for the lenders (incorporated by reference to Exhibit 10.2 to Mediacoms
quarterly report on Form 10-Q for the quarterly period ended June 30, 2007).
|
|
|
|
(b)(14)
|
|
Amendment No. 5, dated as of April 23, 2010, to the Amendment and Restatement, dated as of
December 16, 2004, of the Credit Agreement, dated as of July 18, 2001, among the operating
subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, as
administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to the current
report on Form 8-K, dated April 23, 2010, of Mediacom Broadband LLC).
|
|
|
|
(b)(15)
|
|
Incremental Facility Agreement, dated as of May 5, 2006, between the operating subsidiaries
of Mediacom Broadband LLC, the lenders signatory thereto and JPMorgan Chase Bank. N.A., as
administrative agent (incorporated by reference to Exhibit 10.2 to Mediacoms quarterly report
on Form 10-Q for the quarterly period ended March 31, 2006).
|
|
|
|
(b)(16)
|
|
Incremental Facility Agreement, dated as of April 23, 2010, between the operating
subsidiaries of Mediacom Broadband LLC, the lenders signatory thereto and JPMorgan Chase Bank,
N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the current report
on Form 8-K, dated April 23, 2010, of Mediacom Broadband LLC).
|
7
|
|
|
(c)(1)
|
|
Opinion of Barclays Capital Inc. to the Special Committee of the Board of Directors of
Mediacom, dated November 12, 2010 (included as Annex B of the Definitive Proxy Statement
filed herewith as Exhibit (a)(1)).
|
|
|
|
(c)(2)
|
|
Discussion Materials presented by
Barclays Capital to the Special Committee and the Board of Directors of Mediacom on November
12, 2010 (incorporated by reference to Exhibit (c)(2) to
Mediacoms Schedule 13E-3, filed with the SEC on December 3, 2010).
|
|
|
|
(c)(3)
|
|
Materials presented by J.P. Morgan
and BofA Merrill Lynch to Merger Sub on November
12, 2010 (incorporated by reference to Exhibit (c)(3) to
Mediacoms Schedule 13E-3, filed with the SEC on December 3, 2010).
|
|
|
|
(d)(1)
|
|
Agreement and Plan of Merger, dated as of November 12, 2010, between Mediacom, JMC
Acquisition LLC and Rocco B. Commisso (included as Annex A of the Definitive Proxy Statement
filed herewith as Exhibit (a)(1)).
|
|
|
|
(d)(2)
|
|
Voting Agreement, dated as of November 12, 2010, by and among Mediacom, JMC Acquisition LLC
and Rocco B. Commisso (incorporated by reference to Exhibit 10.1 to Mediacoms Form 8-K, dated
November 12, 2010).
|
|
|
|
(f)
|
|
Section 262 of the Delaware General Corporation Law (included as Annex C of the Definitive
Proxy Statement filed herewith as Exhibit (a)(1)).
|
|
|
|
(g)
|
|
None
|
8
SIGNATURES
After due inquiry and to the best knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated as
of February 2, 2011
|
|
|
|
|
|
|
|
|
MEDIACOM COMMUNICATIONS CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Mark E. Stephan
|
|
|
|
|
|
|
Mark E. Stephan
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
JMC COMMUNICATIONS LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Rocco B. Commisso
|
|
|
|
|
|
|
Rocco B. Commisso
|
|
|
|
|
|
|
Sole Member and Manager
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Rocco B. Commisso
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rocco B. Commisso
|
|
|
9
EXHIBIT INDEX
|
|
|
(a)(1)
|
|
Definitive Proxy Statement of Mediacom Communications Corporation, filed with the
Securities and Exchange Commission on February 2, 2011.
|
|
|
|
(a)(2)
|
|
Form of Proxy Card (included as Appendix I to the Definitive Proxy Statement filed
herewith as Exhibit (a)(1)).
|
|
|
|
(a)(3)
|
|
Press release, dated November 15, 2010 (incorporated by reference to Exhibit 99.1 to
Mediacoms Form 8-K, filed with the SEC on November 15, 2010).
|
|
|
|
(b)(1)
|
|
Credit Agreement, dated as of October 21, 2004, among the operating subsidiaries of Mediacom
LLC, the lenders thereto and JPMorgan Chase Bank, as administrative agent for the lenders
(incorporated by reference to Exhibit 10.1 to Mediacoms quarterly report on Form 10-Q for the
quarterly period ended September 30, 2004).
|
|
|
|
(b)(2)
|
|
Amendment No. 1, dated as of May 5, 2006, to the Credit Agreement, dated as of October 21,
2004, among the operating subsidiaries of Mediacom LLC, the lenders thereto and JPMorgan Chase
Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.3 to
Mediacoms quarterly report on Form 10-Q for the quarterly period ended March 31, 2006).
|
|
|
|
(b)(3)
|
|
Amendment No. 2, dated as of June 11, 2007, to the Credit Agreement, dated as of October 21,
2004, among the operating subsidiaries of Mediacom LLC, the lenders party thereto and JPMorgan
Chase Bank as administrative agent for the lenders (incorporated by reference to Exhibit 10.3
to Mediacoms quarterly report on Form 10-Q for the quarterly period ended June 30, 2007).
|
|
|
|
(b)(4)
|
|
Amendment No. 3, dated as of June 11, 2007, to the Credit Agreement, dated of October 21,
2004, among the operating subsidiaries of Mediacom LLC, the lenders party thereto and JPMorgan
Chase Bank, as administrative agent for the lenders (incorporated by reference to Exhibit 10.4
to Mediacoms quarterly report on Form 10-Q for the quarterly period ended June 30, 2007).
|
|
|
|
(b)(5)
|
|
Amendment No. 4, dated as of April 23, 2010, to the Credit Agreement, dated as of October
21, 2004, among the operating subsidiaries of Mediacom LLC, the lenders party thereto and
JPMorgan Chase Bank, as administrative agent for the lenders (incorporated by reference to
Exhibit 10.1 to the current report on Form 8-K, dated April 23, 2010, of Mediacom LLC).
|
|
|
|
(b)(6)
|
|
Incremental Facility Agreement, dated as of May 5, 2006, between the operating subsidiaries
of Mediacom LLC, the lenders signatory thereto and JPMorgan Chase Bank, N.A., as
administrative agent (incorporated by reference to Exhibit 10.1 to Mediacoms quarterly report
on Form 10-Q for the quarterly period ended March 31, 2006).
|
|
|
|
(b)(7)
|
|
Incremental Facility Agreement, dated as of August 25, 2009, between the operating
subsidiaries of Mediacom LLC, the lenders signatory thereto and JPMorgan Chase Base, N.A., as
administrative agent (incorporated by reference to Exhibit 10.1 to Mediacoms quarterly
report on Form 10-Q for the quarterly period ended September 30, 2009).
|
|
|
|
(b)(8)
|
|
Incremental Facility Agreement, dated as of April 23, 2010, between the operating
subsidiaries of Mediacom LLC, the lenders signatory thereto and JPMorgan Chase Bank, N.A., as
administrative agent (incorporated by reference to Exhibit 10.2 to the current report on Form
8-K, dated April 23, 2010, of Mediacom LLC).
|
|
|
|
(b)(9)
|
|
Amendment and Restatement, dated December 16, 2004, of Credit Agreement, dated as of July
18, 2001, among the operating subsidiaries of Mediacom Broadband LLC, the lenders thereto and
|
10
|
|
|
|
|
JPMorgan Chase Bank, as administrative agent for the lenders (incorporated by reference to
Exhibit 10.2 to Mediacoms annual report on Form 10-K for the year ended December 31, 2004).
|
|
|
|
(b)(10)
|
|
Amendment No. 1, dated as of October 11, 2005, to the Amendment and Restatement, dated as
of December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating
subsidiaries of Mediacom Broadband LLC, the lenders thereto and JP Morgan Chase Bank, as
administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to Mediacoms
quarterly report on Form 10-Q for the quarterly period ended September 30, 2005).
|
|
|
|
(b)(11)
|
|
Amendment No. 2, dated as of May 5, 2006, to the Amendment and Restatement, dated as of
December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating
subsidiaries of Mediacom Broadband LLC, the lenders thereto and JPMorgan Chase Bank, as
administrative agent for the lenders (incorporated by reference to Exhibit 10.4 to Mediacoms
quarterly report on Form 10-Q for the quarterly period ended March 31, 2006).
|
|
|
|
(b)(12)
|
|
Amendment No. 3, dated as of June 11, 2007, to the Amendment and Restatement, dated as of
December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating
subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, as
administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to Mediacoms
quarterly report on Form 10-Q for the quarterly period ended June 30, 2007).
|
|
|
|
(b)(13)
|
|
Amendment No. 4, dated as of June 11, 2007, to the Amendment and Restatement, dates as of
December 16, 2004, of Credit Agreement, dated as of July 18, 2001, among the operating
subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, as
administrative agent for the lenders (incorporated by reference to Exhibit 10.2 to Mediacoms
quarterly report on Form 10-Q for the quarterly period ended June 30, 2007).
|
|
|
|
(b)(14)
|
|
Amendment No. 5, dated as of April 23, 2010, to the Amendment and Restatement, dated as of
December 16, 2004, of the Credit Agreement, dated as of July 18, 2001, among the operating
subsidiaries of Mediacom Broadband LLC, the lenders party thereto and JPMorgan Chase Bank, as
administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to the current
report on Form 8-K, dated April 23, 2010, of Mediacom Broadband LLC).
|
|
|
|
(b)(15)
|
|
Incremental Facility Agreement, dated as of May 5, 2006, between the operating subsidiaries
of Mediacom Broadband LLC, the lenders signatory thereto and JPMorgan Chase Bank. N.A., as
administrative agent (incorporated by reference to Exhibit 10.2 to Mediacoms quarterly report
on Form 10-Q for the quarterly period ended March 31, 2006).
|
|
|
|
(b)(16)
|
|
Incremental Facility Agreement, dated as of April 23, 2010, between the operating
subsidiaries of Mediacom Broadband LLC, the lenders signatory thereto and JPMorgan Chase Bank,
N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the current report
on Form 8-K, dated April 23, 2010, of Mediacom Broadband LLC).
|
|
|
|
(c)(1)
|
|
Opinion of Barclays Capital Inc. to the Special Committee of the Board of Directors of
Mediacom, dated November 12, 2010 (included as Annex B of the
Definitive Proxy Statement
filed herewith as Exhibit (a)(1)).
|
|
|
|
(c)(2)
|
|
Discussion Materials presented by Barclays Capital to the
Special Committee and the Board of Directors of Mediacom on November 12, 2010
(incorporated by reference to Exhibit (c)(2) to
Mediacoms Schedule 13E-3, filed with the SEC on December 3, 2010).
|
|
|
|
(c)(3)
|
|
Materials presented by J.P. Morgan
and BofA Merrill Lynch to Merger Sub on November 12, 2010
(incorporated by reference to Exhibit (c)(3) to
Mediacoms Schedule 13E-3, filed with the SEC on December 3, 2010).
|
11
|
|
|
(d)(1)
|
|
Agreement and Plan of Merger, dated as of November 12, 2010, between Mediacom, JMC
Acquisition LLC and Rocco B. Commisso (included as Annex A of the Definitive Proxy Statement
filed herewith as Exhibit (a)(1)).
|
|
|
|
(d)(2)
|
|
Voting Agreement, dated as of November 12, 2010, by and among Mediacom, JMC Acquisition LLC
and Rocco B. Commisso (incorporated by reference to Exhibit 10.1 to Mediacoms Form 8-K, dated
November 12, 2010).
|
|
|
|
(f)
|
|
Section 262 of the Delaware General Corporation Law (included as Annex C of the Definitive
Proxy Statement filed herewith as Exhibit (a)(1)).
|
|
|
|
(g)
|
|
None
|
12
Mediacom Communications Corp. (MM) (NASDAQ:MCCC)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Mediacom Communications Corp. (MM) (NASDAQ:MCCC)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024