EXHIBIT 99.1
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CONTACTS: Tabitha Zane George Sard/Andrew Cole
SpectraSite Citigate Sard Verbinnen
919-466-5492 212-687-8080
tabitha.zane@spectrasite.com gsard@sardverb.com
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acole@sardverb.com
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SPECTRASITE ANNOUNCES AMENDMENT TO DEBT TENDER OFFERS
Minimum Tender Condition Reduced to $150 Million
CARY, NC, JUNE 12, 2002 - SpectraSite Holdings, Inc. (NASDAQ: SITE), today
announced it has amended its offers to purchase a portion of its outstanding
10.75% Senior Notes due 2010, 12.50% Senior Notes due 2010, 12.00% Senior
Discount Notes due 2008, 11.25% Senior Discount Notes due 2009 and 12.875%
Senior Discount Notes due 2010 (collectively, the "Notes").
The offers have been amended to reduce the minimum tender condition to now
require that the Company receive valid and unwithdrawn tenders for Notes with an
aggregate purchase price of at least $150 million.
The other conditions of the tender offers and the price ranges of the "Modified
Dutch Auctions" remain unchanged.
The conditions to the funding of the new Term Notes by Welsh, Carson, Anderson &
Stowe ("WCAS") also remain unchanged, including the condition that the Company
completes purchases of Notes with an aggregate purchase price of at least $300
million. WCAS continues to reserve the right to amend or waive this condition or
any of its other conditions to the funding of the new Term Notes. WCAS also
continues to reserve the right to fund the full $350 million of its commitment.
If the amount funded by WCAS exceeds the total amount used to repurchase Notes
in the tender offers (plus $10 million that will be used to refinance
indebtedness under the Company's existing credit facility), the Company will use
the excess cash proceeds for general corporate purposes, which may include
purchasing Notes in the open market. The Company expressly reserves the absolute
right, in its sole discretion, from time to time to purchase any Notes that may
remain outstanding through open market or privately negotiated transactions, one
or more additional tender or exchange offers, or otherwise upon such terms and
at such prices as the Company may determine, with such excess proceeds or other
available funds. The prices the Company pays in such subsequent purchases may be
higher or lower than those in the tender offers.
The tender offers have been extended and will expire at 5:00 p.m. New York City
time on June 19, 2002. No securities have been deposited to date.
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FURTHER INFORMATION
Goldman, Sachs & Co is acting as Dealer Manager in connection with the tender
offers. D.F. King is the information agent and the Bank of New York is acting as
the depositary in connection with the debt tender offers. Copies of the Offers
to Purchase, Letter of Transmittal and related documents may be obtained from
the information agent at 1-800-431-9633 (bank and brokers call collect at
1-212-269-5550). Additional information concerning the terms of the debt tender
offers may be obtained by contacting the Dealer Manager at 1-800-828-3182.
The terms and conditions of each debt tender offer are set forth in
SpectraSite's Offers to Purchase and Letter of Transmittal relating to the debt
tender offers, as supplemented. Subject to applicable law, SpectraSite may, in
its sole discretion, waive any condition applicable to any debt tender offer or
extend or terminate or otherwise amend any offer. No debt tender offer is
conditioned on the consummation of any other debt tender offer. This
announcement is not an offer to purchase, a solicitation of an offer to
purchase, or a solicitation of an offer to sell securities. Each offer may only
be made pursuant to the terms of the Offers to Purchase relating to the debt
tender offers and related Letter of Transmittal, in each case, as supplemented.
ABOUT SPECTRASITE COMMUNICATIONS, INC.
SpectraSite Communications, Inc. (www.spectrasite.com), based in Cary, North
Carolina, is one of the largest wireless tower operators in the United States.
The Company also is a leading provider of outsourced services to the wireless
communications and broadcast industries in the United States and Canada. At
March 31, 2002, SpectraSite owned or managed approximately 20,000 sites,
including 8,015 towers primarily in the top 100 markets in the United States.
SpectraSite's customers are leading wireless communications providers and
broadcasters, including AT&T Wireless, ABC Television, Cingular, Nextel, Paxson
Communications, Sprint PCS, Verizon Wireless and Voicestream.
SAFE HARBOR
THIS PRESS RELEASE AND ORAL STATEMENTS MADE FROM TIME TO TIME BY REPRESENTATIVES
OF THE COMPANY MAY CONTAIN "FORWARD-LOOKING STATEMENTS" CONCERNING SPECTRASITE'S
FUTURE EXPECTATIONS, FINANCIAL AND OPERATING PROJECTIONS, PLANS AND STRATEGIES,
IN PARTICULAR REGARDING THE FUNDING OF THE NEW TERM NOTES, THE CONSUMMATION OF
THE DEBT TENDER OFFERS, THE IMPACT OF THESE AND RELATED TRANSACTIONS ON THE
COMPANY AND ON THE COMPANY'S EXPECTED REVENUE, EBITDA, CAPITAL EXPENDITURES AND
CASH AND NON-CASH CHARGES. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A
NUMBER OF RISKS AND UNCERTAINTIES. THE COMPANY WISHES TO CAUTION READERS THAT
CERTAIN FACTORS MAY IMPACT THE COMPANY'S ACTUAL RESULTS AND COULD CAUSE RESULTS
FOR SUBSEQUENT PERIODS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY
FORWARD-LOOKING STATEMENTS MADE BY OR ON BEHALF OF THE COMPANY. SUCH FACTORS
INCLUDE, BUT ARE NOT LIMITED TO (I) THE CLOSING CONDITIONS FOR EACH OF THE
TRANSACTIONS DESCRIBED IN THIS RELEASE AND THE COMPANY'S RIGHT TO TERMINATE,
MODIFY OR AMEND ANY DEBT TENDER OFFER, (II) MARKET CONDITIONS AND THEIR IMPACT
ON THE DEBT TENDER OFFERS, (III) SPECTRASITE'S SUBSTANTIAL CAPITAL REQUIREMENTS
AND LEVERAGE, EVEN AFTER THE CONSUMMATION OF THE TRANSACTIONS DESCRIBED IN THIS
RELEASE, (IV) THE COMPANY'S DEPENDENCE ON DEMAND FOR WIRELESS COMMUNICATIONS AND
RELATED INFRASTRUCTURE, (V) COMPETITION IN THE COMMUNICATIONS TOWER INDUSTRY,
INCLUDING THE IMPACT OF TECHNOLOGICAL DEVELOPMENTS AND (VI) FUTURE REGULATORY
ACTIONS AND CONDITIONS IN ITS OPERATING AREAS. THESE AND OTHER IMPORTANT FACTORS
ARE DESCRIBED IN MORE DETAIL IN ITEM 1A "RISK FACTORS" OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2001 AND IN THE COMPANY'S
OTHER SEC FILINGS AND PUBLIC ANNOUNCEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION
TO UPDATE FORWARD-LOOKING STATEMENTS TO REFLECT SUBSEQUENTLY OCCURRING EVENTS OR
CIRCUMSTANCES.
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