FairPoint Communications 2004 Annual Report Download - page 7

On February 8, 2005, we consummated an initial public offering, which we refer to as the offering, of 25,000,000 shares of our common
stock, par value $.01 per share, which we refer to as our common stock, at a price to the public of $18.50 per share. On February 8, 2005, we
also reclassified all of our outstanding shares of class A common stock into common stock and converted all of our outstanding shares of
class C common stock, on a one-for-one basis, into shares of our common stock. All share information in this Annual Report gives effect to
the 5.2773714 for 1 reverse stock split and such reclassification and conversion.
In connection with the offering, we entered into a new senior secured credit facility with a syndicate of financial institutions, including
Deutsche Bank Trust Company Americas, as administrative agent, which we refer to as our credit facility. Our credit facility is comprised of a
revolving facility in an aggregate principal amount of up to $100.0 million (less amounts reserved for letters of credit) and a term loan facility
in an aggregate principal amount of $588.5 million (including a $22.5 million delayed draw facility). The revolving facility has a six year
maturity and the term loan facility has a seven year maturity.
We used the gross proceeds of $462.5 million from the offering together with borrowings of $566.0 million under the term facility of our
credit facility as follows:
•$176.7 million to repay in full all outstanding loans under our old credit facility (including accrued interest);
•$122.1 million to repurchase $115.0 million aggregate principal amount of our 9 1/2% senior subordinated notes due 2008,
which we refer to as the 91/2% notes, pursuant to the tender offer and consent solicitation for such notes (including accrued
interest, tender premiums and consent payments);
•$51.8 million to repurchase $50.8 million aggregate principal amount of our floating rate callable securities due 2008, which
we refer to as the floating rate notes, pursuant to the tender offer and consent solicitation for such notes (including accrued
interest, tender premiums and consent payments);
•$193.4 million to repurchase $173.1 million aggregate principal amount of our 12 1/2% senior subordinated notes due 2010,
which we refer to as the 121/2% notes, pursuant to the tender offer and consent solicitation for such notes (including accrued
interest, tender premiums and consent payments);
•$274.9 million to repurchase $223.0 million aggregate principal amount of our 117/8% senior notes due 2010, which we refer
to as the 117/8% notes, pursuant to the tender offer and consent solicitation for such notes (including accrued interest, tender
premiums and consent payments);
•$129.2 million to repurchase all our series A preferred stock (together with accrued and unpaid dividends thereon) from the
holders thereof;
•$10.6 million to repay a substantial portion of our subsidiaries' outstanding long-term debt (including accrued interest);
•$7.0 million to repay in full a promissory note issued by us in connection with a past acquisition;
•$18.4 million to invest in temporary investments pending the redemption of the 9 1/2% notes and the floating rate notes not
tendered in the tender offers for such notes; and
•$44.4 million to pay fees and expenses, including underwriting discounts of $27.8 million, $8.2 million of debt issuance costs
associated with our credit facility and a transaction fee of approximately $8.4 million paid to Kelso & Company, one of our
investors.
4