Cogeco Cable Inc. Announces that Atlantic Broadband Is to Acquire the Cable System Owned by MetroCast Communications of Connecticut, LLC
Montréal, Québec and Quincy, MA, June 8, 2015 – Today Cogeco Cable Inc. (TSX: CCA) announced that its wholly-owned subsidiary, Atlantic Broadband, the 13th largest cable operator in the U.S., has entered into a definitive agreement with MetroCast Communications of Connecticut, LLC (“MetroCast Connecticut”) and its parent Harron Communications, L.P. to purchase substantially all of the assets of MetroCast Connecticut for US$200 million (the “Transaction”). The tax adjusted purchase price, which reflects the tax benefit of amortizing intangible assets in an asset purchase, represents a multiple of approximately 7.9x 2015 expected Adjusted EBITDA of the business being acquired. The purchase price is subject to customary closing adjustments.
MetroCast Connecticut’s network passes close to 70,000 homes and businesses across nine communities in eastern Connecticut including New London, Waterford, East Lyme, Montville, Plainfield, Killingly, Sterling, Griswold, and Putnam. Additionally, MetroCast Connecticut’s system serves approximately 23,000 TV, 22,000 Internet and 8,000 Phone customers with expected 2015 revenue of approximately US$45 million and Adjusted EBITDA of approximately US$21 million.
“With eastern Connecticut’s strong demographics and MetroCast Connecticut’s well-maintained networks, this acquisition brings sizeable residential and business growth opportunities,” said Atlantic Broadband President and Chief Executive Officer, Richard Shea. “Our goal is to deliver the best TV, Internet and Phone services combined with responsive local support to the communities we serve. We look forward to welcoming MetroCast Connecticut’s customers and employees to Atlantic Broadband.”
“We have been pleased with the results of our Atlantic Broadband acquisition and we are excited to continue our geographic expansion in the U.S. market,” said Louis Audet, President and Chief Executive Officer, Cogeco Cable Inc. “This transaction enhances our growth profile through the planned launch of new residential services such as TiVo and Metro Ethernet for businesses.”
Cogeco Cable Inc. intends to finance this Transaction through non-recourse debt to be issued by Atlantic Broadband. The Transaction is subject to regulatory governmental approvals along with other customary closing conditions and is expected to close during the third calendar quarter of 2015. RBC Capital Markets served as the exclusive merger and acquisition advisor to MetroCast Connecticut in connection with this Transaction.
ABOUT ATLANTIC BROADBAND
Atlantic Broadband, a wholly-owned subsidiary of Cogeco Cable Inc., is the 13th largest cable operator in the United States, based on the number of television service customers served. The company currently provides TV, Internet and Phone services to approximately 224,000 television service customers located in four operating regions: Western Pennsylvania, Miami Beach, Maryland/Delaware, and Aiken, S.C. Atlantic Broadband is headquartered in Quincy, Massachusetts. Additional information is available at www.atlanticbb.com.
ABOUT COGECO CABLE INC.
Cogeco Cable Inc. is a telecommunications corporation. It is the 11th largest cable operator in North America operating in Canada under the Cogeco Cable Canada name in Québec and Ontario, and in the United States under the Atlantic Broadband name in Western Pennsylvania, South Florida, Maryland/Delaware and South Carolina. Its two-way broadband fibre networks provide to its residential and business customers analogue and digital television, high speed Internet and telephony services. Through its combined subsidiaries, Cogeco Data Services and Peer 1 Hosting, Cogeco Cable Inc. provides to its business customers a suite of information technology services (data transport, colocation, cloud and managed services, and dedicated hosting), with 20 data centres as well as more than 50 points-of-presence in North America and Europe. Cogeco Cable Inc.’s subordinate voting shares are listed on the Toronto Stock Exchange (TSX: CCA).
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Financial information related to MetroCast Connecticut is based on accounting principles generally accepted in the Unites States ("US GAAP") which differs from International Accounting Standards ("IFRS") used to prepare Cogeco Cable’s consolidated financial statements. Cogeco Cable has presented in this press release a multiple of tax adjusted purchase price based on the expected Adjusted EBITDA of the business being acquired for the fiscal year ended December 31, 2015. Adjusted EBITDA is a financial measure that does not have a standard definition prescribed by either US GAAP or IFRS and, therefore, may not be comparable to similar measures presented by other companies. Adjusted EBITDA represents earnings before financial expenses, income taxes, depreciation and amortization, adjusted to exclude impairment of property, plant and equipment and integration, restructuring and acquisition costs, which are non-recurring items. Adjusted EBITDA is a useful measure of the relative strength of the operating performance of the business being acquired. Cogeco Cable's estimation of the expected Adjusted EBITDA of the business being acquired for the fiscal year ended December 31, 2015 is based on financial information that was prepared by the current management of Harron Communications. Cogeco Cable has not provided a quantitative reconciliation of the non-IFRS or non US GAAP financial measure included in this press release to the most comparable financial measure presented in accordance with IFRS due to the forward looking nature of the financial information being presented.
Certain statements in this press release may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to Cogeco Cable, Atlantic Broadband and MetroCast Connecticut's future outlook and anticipated events, business, operations, financial performance, financial condition or results and, in some cases, can be identified by terminology such as "may"; "will"; "should"; "expect"; "plan"; "anticipate"; "believe"; "intend"; "estimate"; "predict"; "potential"; "continue"; "foresee", "ensure" or other similar expressions concerning matters that are not historical facts. In particular, statements regarding Cogeco Cable, Atlantic Broadband and MetroCast Connecticut's future operating results and economic performance, Cogeco Cable’s intention to finance the purchase price through non-recourse debt to be issued by Atlantic Broadband, the estimated tax benefits of the acquisition of assets rather than shares, the expected Adjusted EBITDA of the business being acquired for the fiscal year ended December 31, 2015, the expected timing of closing of the Transaction and its objectives and strategies are forward-looking statements. These statements are based on certain factors and assumptions including expected growth, results of operations, purchase price allocation, tax rates and tax loss carry-forwards, weighted cost of capital, performance and business prospects and opportunities, which Cogeco Cable, Atlantic Broadband and MetroCast Connecticut believe are reasonable as of the current date. While management considers these assumptions to be reasonable based on information currently available to Cogeco Cable, they may prove to be incorrect. Cogeco Cable cautions the reader that the economic downturn experienced over the past few years makes forward-looking information and the underlying assumptions subject to greater uncertainty and that, consequently, they may not materialize, or the results may significantly differ from Cogeco Cable’s expectations. It is impossible for Cogeco Cable to predict with certainty the impact that current economic uncertainties may have on future results. Forward-looking information is also subject to certain factors, including risks and uncertainties (described in the "Uncertainties and main risk factors" section of Cogeco Cable’s 2014 annual MD&A) that could cause actual results to differ materially from what Cogeco Cable currently expects. These factors include, namely, risks pertaining to markets and competition, technology, regulatory developments, operating costs, information systems, disasters or other contingencies, financial risks related to capital requirements, human resources, controlling shareholder and holding structure, many of which are beyond Cogeco Cable’s control. Therefore, future events and results may vary significantly from what management currently foresees. In addition, Cogeco Cable’s, Atlantic Broadband’s and MetroCast Connecticut’s ability to close the Transaction within the expected timeframe, if at all, is dependent upon the parties’ ability to comply with the closing conditions, some of which are beyond the control of the parties. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While management may elect to, Cogeco Cable is under no obligation and does not undertake to, update or alter this information at any particular time, except as may be required by law.