NEW CANAAN, Conn.-Centennial Cellular Corp. and Welsh, Carson, Anderson & Stowe VIII L.P. lowered the value of their July 2 merger agreement by $60 million in cash considerations to be received by shareholders.
The amendment calls for the transaction share price to be reduced from $43.50 per share to $41.50 per share. Common stockholders still will receive 7.1 percent of the outstanding common stock of the surviving corporation after the proposed merger of the companies, said Centennial.
In connection with the amendment, Merrill Lynch Capital Corp., Nationsbank N.A., The Chase Manhattan Bank and Morgan Stanley Senior Funding Inc. executed new commitment letters dated Nov. 29, which call for the financial institutions to provide up to $1.05 billion of senior credit facilities and to underwrite an offering of at least $310 million of senior subordinated notes.
WCAS and certain affiliates and investors have agreed to increase their equity investment from $350 million to $400 million. WCAS Capital Partners III L.P., an affiliate of WCAS, also agreed to increase the aggregate amount of unsecured subordinated notes of Centennial that it will purchase, together with common shares of the company, from $150 million to $180 million.
Collectively, the WCAS affiliates and other equity investors will acquire 92.9 percent of the shares of Centennial.
The Federal Communications Commission has approved all material applications for the transfer of control of Centennial to the equity investors, said the companies.
