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April 21, 2005

Adelphia Communications Corporation reaches agreements for Time Warner Inc. and Comcast Corporation to acquire substantially all of its U.S. assets for $12.7 billion in cash and 16 percent of the common stock of Time Warner Cable Inc., a total deal value of about $17.6 billion.

On April 21, it was announced that Willkie client Adelphia Communications Corporation has reached definitive agreements for Time Warner Inc. and Comcast Corporation to acquire substantially all of its U.S. assets for $12.7 billion in cash and 16 percent of the common stock of Time Warner Cable Inc., a total deal value of about $17.6 billion. The deal, which is reported widely in the press, including The Wall Street Journal and The New York Times, calls for Comcast and Time Warner to swap some cable assets and subscribers. The transaction is subject to approval by the U.S. Bankruptcy Court for the Southern District of New York and customary closing conditions. Adelphia will file a revised Plan of Reorganization and Draft Disclosure Statement with the Bankruptcy Court reflecting the terms of the transaction. As noted in the April 21 Daily Deal, Willkie is representing Adelphia in the bankruptcy process. Partners Myron Trepper and Marc Abrams are leading the Willkie team. Adelphia is a leading operator of cable systems in the United States with approximately 5.2 million basic subscribers in 31 states.