Judge OKs Horizon PCS reorg

09/22/2004

The wireless carrier will exit bankruptcy with an enterprise value of $265 million, after an Ohio judge approved the plan.

After receiving nearly unanimous support from its creditors, wireless carrier Horizon PCS Inc. won confirmation of its reorganization plan Tuesday, Sept. 21, from U.S. Bankruptcy Judge Charles Caldwell in Ohio, lawyers involved in the case said.

The plan will repay Horizon's banks in full for their $122.3 million in debts. Investors holding just over $400 million in Horizon bonds will receive most of the company's equity, along with a share of $12 million in cash, for their claims, which comes to about 45 cents on the dollar. Other unsecured creditors will get about 24 cents on the dollar.

Results of the creditor vote were filed with the U.S. Bankruptcy Court in Columbus on Friday. In 10 of the 11 classes of creditors that cast ballots, 100% of those voting supported the plan. Only three creditors, with claims totaling about $14,000, opposed.

The Chillicothe, Ohio-based wireless carrier is an affiliate of Sprint Corp. and provides services in parts of 11 Midwestern, Southern and Northeastern states. The company reported Ebitda of $10.4 million in the first half of the year and revenue of $126 million.

Horizon sought Chapter 11 protection in August 2003, amid contentious negotiations with Sprint about its affiliate agreement. The company filed suit against the Overland Park, Kan., telecom in the U.S. District Court for the Southern District of Ohio, alleging that Sprint had breached its duties under the agreement, among other charges.

The parties settled the dispute in May 2004, reaching a complex deal that involved Sprint acquiring Horizon's operations in Virginia and West Virginia for about $36.7 million.

"We enhanced our enterprise value by doing that," said Shalom Kohn of Sidley Austin Brown & Wood LLP, who represents Horizon.

With the deal proceeds, the debtor was also able to pay roughly $33 million to its lenders. Horizon raised additional cash to compensate the creditors in July, when it sold $125 million in notes.

En route to its reorganization, the company also settled disputes with Ntelos Inc. of Waynesboro, Va., and with a group of bondholders represented by Akin Gump Strauss Hauer & Feld LLP.

The new company will have an enterprise value of $265 million, with $90 million in net debt and $175 million in equity, according to the plan.

In addition to Sidley Austin, Horizon retained Porter Wright Morris & Arthur LLP as local counsel, Berenson & Co. LLC as financial adviser and Impala Partners LLC as restructuring adviser.

Bailey Cavalieri LLC and Navigant Consulting Inc. advised the unsecured creditors' committee, and the official bondholders' committee retained Akin Gump, Schottenstein Zox & Dunn Co. LPAand Houlihan Lokey Howard & Zukin.