EXHIBIT 99.1
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[LOGO - SPECTRASITE
GETTING NETWORKS ON AIR]
CONTACTS: Tabitha Zane George Sard
SpectraSite Citigate Sard Verbinnen
919-466-5492 212-687-8080
tabitha.zane@spectrasite.com gsard@sardverb.com
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COURT DENIES BONDHOLDER REQUEST
FOR TEMPORARY RESTRAINING ORDER
SPECTRASITE DEBT TENDER OFFERS EXTENDED
CARY, NC, JUNE 25, 2002 - SpectraSite Holdings, Inc. (NASDAQ: SITE) today
announced that the United States District Court for the District of Delaware has
rejected the application of certain noteholders to temporarily restrain the
Company from consummating its cash tender 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").
As previously reported, certain holders of the Notes have filed a complaint
alleging that the tender offers and the transactions contemplated in connection
with the tender offers, including the funding of the New Term Notes by Welsh,
Carson, Anderson & Stowe ("WCAS"), violate the indentures governing the Notes as
well as the Trust Indenture Act and other securities laws and breach fiduciary
duties owed by the Company, its Board of Directors and WCAS to holders of the
Notes. The Company will continue to vigorously defend against the action and
expeditiously seek dismissal of the remaining claims.
In addition, the Company has extended the expiration date of each of the tender
offers until 5:00 p.m., New York City time, on July 12, 2002, unless further
extended. Tendered Notes may be withdrawn at any time prior to the expiration
date.
As of the close of business on June 25, 2002, $36.5 million principal amount of
10.75% Notes, $17.2 million principal amount of 12.5% Notes, $6.4 million
principal amount at maturity of 12% Notes, $9.5 million principal amount at
maturity of 11.25% Notes and $1.2 million principal amount at maturity of
12.875% Notes had been validly tendered, representing Notes with an aggregate
purchase price of approximately $32.3 million.
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The terms and conditions of each tender offer are set forth in the Company's
Offers to Purchase, dated May 20, 2002 and as supplemented on June 12, 2002, and
the accompanying Letter of Transmittal, as both may be further amended. The
consummation of the tender offers are subject to certain conditions which are
described in the Offers to Purchase and the accompanying Letter of Transmittal.
Subject to applicable law, the Company may, in its sole discretion, waive any
condition applicable to any tender offer at any time prior to the expiration
date or extend or otherwise amend any 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 with respect to any
Notes. The tender offers may only be made pursuant to the terms of the Offers to
Purchase and the accompanying Letter of Transmittal (as both may be amended).
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 OUTCOME OF THE LITIGATION REFERRED TO IN THIS
RELEASE, AND 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
TENDER OFFERS AND THE COMPANY'S RIGHT TO TERMINATE, MODIFY OR AMEND ANY TENDER
OFFER, (II) THE OUTCOME OF THE LITIGATION REFERRED TO IN THIS RELEASE, (III)
MARKET CONDITIONS AND THEIR IMPACT ON THE DEBT TENDER OFFERS, (IV) SPECTRASITE'S
SUBSTANTIAL CAPITAL REQUIREMENTS AND LEVERAGE, EVEN AFTER THE CONSUMMATION OF
THE TRANSACTIONS DESCRIBED IN THIS RELEASE, (V) THE COMPANY'S DEPENDENCE ON
DEMAND FOR WIRELESS COMMUNICATIONS AND RELATED INFRASTRUCTURE, (VI) COMPETITION
IN THE COMMUNICATIONS TOWER INDUSTRY, INCLUDING THE IMPACT OF TECHNOLOGICAL
DEVELOPMENTS AND (VII) 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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