EXHIBIT 99.1
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CONTACTS: Tabitha Zane
SpectraSite
919-466-5492
tabitha.zane@spectrasite.com
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SPECTRASITE HOLDINGS REACHES AGREEMENT WITH BONDHOLDERS
ON RECAPITALIZATION
CARY, NC, NOVEMBER 6, 2002 - SpectraSite Holdings, Inc. (NASDAQ: SITE), one of
the largest wireless tower operators in the United States, announced today that
it has reached agreements with beneficial holders of approximately 66% of its
senior notes in support of a restructuring plan that will eliminate
SpectraSite's holding company debt and reduce future consolidated annual
interest expense by approximately $200 million.
The restructuring will be accomplished through a pre-arranged plan of
reorganization in a case filed under Chapter 11 of the Bankruptcy Code. The plan
will only involve SpectraSite Holdings, Inc., which is a holding company without
any business operations of its own, and is not expected to adversely impact
SpectraSite Communications, Inc., the operating company subsidiary that conducts
the Company's day-to-day operations. As a result, the Company anticipates that
its employees, customers, property owners, suppliers and any other entity doing
business with SpectraSite Communications will not be adversely affected. The
restructuring plan is also not expected to constitute an event of default or
otherwise adversely affect SpectraSite Communications' $1.1 billion senior
credit facility, which is expected to continue to be serviced from operating
cash flow by SpectraSite Communications.
To implement the plan, SpectraSite Holdings, Inc. will file in Federal court a
pre-arranged Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy
Code. SpectraSite's agreements with its senior note holders will terminate if
the Plan is not filed by November 15, 2002.
Steve Clark, President and CEO of SpectraSite, stated, "We are committed to
completing this reorganization as quickly and as smoothly as possible. This plan
enables SpectraSite to significantly strengthen its balance sheet and insures
that the Company will continue to be a provider of collocation properties for
the wireless carriers over the long term. Throughout this process there should
be no impact on our day-to-day operations and we will serve our customers and
property owners without interruption. All of us at SpectraSite remain focused on
our core business, leasing space on our towers, and we look forward to emerging
from Chapter 11 as a financially stronger company."
TERMS OF THE DEBT RESTRUCTURING PLAN
According to the agreed terms, the Company's outstanding securities will be
treated as follows:
o The existing $2.0 billion aggregate principal amount at
maturity of senior notes plus accrued interest will be
exchanged for 100% of the reorganized Company's new common
stock, subject to dilution by the existing common stock holders
through warrants to purchase new common stock and by management
through options to buy new common stock under a new stock
option plan.
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o The existing common stock will be exchanged for new warrants to
purchase 5% of the shares of new common stock on a fully
diluted basis. The strike price of the warrants will be based
on an enterprise value of the Company of $1.5 billion.
o All existing warrants and options to purchase common stock will
be canceled.
The Company's current management team and Board of Directors will remain in
place during the Chapter 11 case. Upon completion of the Chapter 11 process, a
new Board of Directors will be elected, consisting of five members, including
Steve Clark, the Company's Chief Executive Officer, and four members to be
selected by the senior note holder committee.
Completion of the restructuring plan is subject to certain conditions, including
its acceptance by affected holders of claims, whose approval will be solicited
as part of the bankruptcy process. Having already achieved agreement with the
informal committee representing more than a majority of the senior note holders,
the Company believes that it will receive the votes required for approval of the
plan.
Completion of the restructuring plan is also subject to the completion of
certain transactions with either Cingular or SBC on terms that are approved by
the senior note holders.
A Current Report on Form 8-K will be filed with the Securities and Exchange
Commission containing additional details regarding the agreed restructuring
terms.
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.
At June 30, 2002, SpectraSite owned or managed approximately 20,000 sites,
including 7,994 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, strategies and
the trading markets for its securities. 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) SpectraSite's ability to complete
the proposed restructuring plan, (ii) SpectraSite's substantial capital
requirements and leverage, even after the proposed restructuring is completed,
(iii) market conditions, (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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