First Communications, Inc. and Renaissance Acquisition Corp. Jointly Announce Completion of Acquisition of GCI Globalcom Holding
02 Octubre 2008 - 7:00AM
Business Wire
First Communications, Inc. (AIM: FCOM) (�First Communications�), a
leading Midwest competitive local exchange carrier and owner of
wireless telecommunications towers and Renaissance Acquisition
Corp. (AMEX: RAK) (�Renaissance�), today jointly announced that
First Communications has completed its previously announced
transaction to acquire GCI Globalcom Holdings, Inc., the sole
shareholder of Globalcom, Inc. (�Globalcom�), a Chicago-based
corporation which offers a complete portfolio of voice and data
services for business customers. Globalcom provides services to
small and medium sized businesses in the Chicago market over its
network. As announced on July 21, the acquisition was subject to
customary regulatory approvals and other closing conditions which
have now been satisfied. The acquisition, for total cash
consideration of US$58.5 million, was funded from $50 million in
incremental term loan commitments, syndicated by JP Morgan
Securities Inc. as Sole Lead Arranger and Sole Bookrunner and JP
Morgan Chase Bank, NA as Administrative Agent, as well as seven
other banks including Bank of America, Charter One Bank and
National City. The remaining $8.5 million was funded from the
Company�s existing $20 million Revolving Credit Facility. The
transaction is expected to be earnings enhancing immediately upon
the closing of the transaction and the anticipated annual cost
savings are expected to exceed an $8.0 million run rate within 18
months from closing (1). Globalcom Acquisition Highlights
Diversified, highly profitable business customer base concentrated
in the greater Chicago market 95% of all circuit revenues are
provided 'on-net' 140 employees Full Year 2007 Revenue of $55.6
million Full Year 2007 EBITDA of $5.0 million Gross Assets of $21.4
million as of December 31, 2007 Fiber rich asset is capable of
expanding throughout the greater Chicago area and reaching into
other Midwest markets Following the acquisition, First
Communications is expected to benefit from: a stronger existing
network infrastructure and broader operational footprint; an
enhanced ability to deliver higher margin products and services to
an expanded customer base; further potential reductions in
transport, LD and access costs; and Globalcom's specialization in
the SME telephony services space, strengthening First
Communications' positioning in this market �We are pleased to
announce the completion of our acquisition of Globalcom, an ideal
addition to First Communications,� said Ray Hexamer, Chief
Executive Officer of First Communications. �This transaction
strengthens our Midwest footprint, while also offering us
significant opportunities for further growth in the region. We are
confident this opportunity will ultimately bolster our position
when we list in the U.S. through our merger with Renaissance in the
next four months. In today�s market environment, the strong
participation by our bank syndicate is a further vote of confidence
in First Communications� performance, valuable assets, strong
management team, and future growth prospects.� Barry Florescue,
Chairman and Chief Executive Officer of Renaissance remarked, �One
of the major reasons we partnered with First Communications was the
strength of its management team. When we first discussed a
transaction with Ray and his team, they expected to close the
Globalcom transaction by mid October. Over the past two months,
they demonstrated tremendous executive leadership in taking over
management of Globalcom, fine tuning an extensive integration plan,
and now closing this highly accretive transaction 15 days early,
with their cost savings plan ahead of schedule. We look forward to
pursuing many more value-creating opportunities with this team upon
closing of our merger.� On September 15, First Communications
announced a definitive merger agreement with Renaissance
Acquisition Corp. (AMEX: RAK). Concurrent with the closing of the
merger with Renaissance, the combined company will seek to list its
shares on the Nasdaq Global Market. About First Communications
First Communications is a leading competitive local exchange
carrier in the Midwestern United States. Founded in 1998, First
Communications has built a highly scalable telecommunications
platform, infrastructure and support system, which represents a
combination of world-class technology, and cutting-edge product
offerings. First Communications has over 214,000 customers, owns
3,500 miles of fiber and owns and manages 327 wireless towers
leased to 391 tenants, with contractual rights and significant
opportunity to increase the number of towers. First Communications
is led by a strong management team that has operated telecom
companies throughout all cycles of the telecommunications market.
About Renaissance Renaissance is a �blank check� company formed to
acquire, through a merger, capital stock exchange, asset
acquisition, reorganization or similar business combination, one or
more businesses, which it believes has significant growth
potential. In 2007, Renaissance through its initial public offering
raised, net of fees and expenses, approximately $107 million which
included $2.1 million in a private placement of warrants.
Renaissance has dedicated its time since the initial public
offering to seeking and evaluating business combination
opportunities. Forward-looking Statements This press release
contains statements relating to future results of First
Communications and Renaissance (including certain projections and
business trends, and statements which may be identified by the use
of the words �may�, �intend�, �expect� and like words) that are
"forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially
from those projected as a result of certain risks and
uncertainties. For First Communications, these risks and
uncertainties include, but are not limited to its ability to
integrate the Globalcom business and to realize the expected
synergies and benefits of the transaction; First Communications�
ability to remain competitive in its business; its ability to
maintain its relationships with local exchange carriers and with
its customers; its ability to remain competitive with respect to
both its services and its prices, in particular, in a consolidating
industry; First Communications� ability to service its debt and to
raise capital if necessary; system disruptions; the ability to
retain management and key personnel, and others. For Renaissance,
factors include, but are not limited to: the successful combination
of Renaissance with First Communications' business, the ability to
retain key personnel and the ability to achieve stockholder and
regulatory approvals and to successfully close the transaction.
Additional information on these and other factors that may cause
actual results and Renaissance�s performance to differ materially
is included in the Renaissance�s periodic reports filed with the
SEC, including but not limited to Renaissance�s Form 10-K for the
year ended December 31, 2007 and subsequent Form 10-Q. Copies may
be obtained by contacting Renaissance or the SEC. Renaissance and
First Communications caution readers not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. Renaissance and First Communications do not undertake or
accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement to reflect
any change in their expectations or any change in events,
conditions or circumstance on which any such statement is based,
except as required by law. Note (1): This statement should not be
interpreted to mean the future earnings of First Communications,
following completion of the Acquisition, would necessarily match or
exceed the historical earnings of First Communications. Collins
Stewart Europe Limited, which is regulated by the Financial
Services Authority, as Nominated Adviser and Broker exclusively for
the Company, is not acting for any other person and will not be
responsible to any person other than the Company for providing the
protections afforded to customers of Collins Stewart Europe
Limited, or for advising any other person in connection with the
arrangements described in this announcement. The responsibilities
of Collins Steward Europe Limited, as Nominated Adviser, are owed
solely to the London Stock Exchange. This document does not
constitute or form part of any offer invitation to sell or issue,
or any solicitation of any offer to purchase or subscribe for any
securities in any jurisdiction, nor shall this document or any part
of it, or the fact of its distribution, form the basis of, or be
relied upon in connection with, or act as an inducement to enter
into, any contract or commitment whatsoever.
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