Contribution of Tower Assets

 

TIDMFCOM 
 
RNS Number : 8630X 
First Communications, Inc. 
21 August 2009 
 

The information contained herein is not for publication or distribution to 
persons in the United States of America. The securities of the Company have not 
been and will not be registered under the U.S. Securities Act of 1933, as 
amended, and may not be offered or sold without registration thereunder or 
pursuant to an available exemption there from 
The materials do not constitute an offer of securities of the Company for sale 
in the United States; the securities of the Company may not be offered or sold 
in the United States, absent registration or an exemption from registration 
under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The 
Company does not intend to register its securities under the Securities Act. 
FIRST COMMUNICATIONS, INC. 
("First Communications" or the "Company") 
 
 
First Communications, Inc Announces the Contribution of Tower Assets to 
Diamond Communications, LLC 
 
 
Akron, OH - August 21, 2009 First Communications announces today the 
contribution of wireless tower assets throughout Ohio, Pennsylvania, and New 
Jersey of First Telecom Service LLC ("First Telecom"), a subsidiary of the 
Company to Diamond Communications LLC ("Diamond"), a rapidly growing 
communications tower management company with experience in communications tower 
ownership, site development, and tower acquisitions for a consideration of 
$20.00 million being satisfied through the issue of membership units in Diamond. 
As a result, First Telecom will have an interest in Diamond of 13.6%. If certain 
performance thresholds are met, First Telecom will also have the opportunity to 
receive additional units through an earn-out in an amount not to exceed $18.57 
million. A representative of First Communications will also join the Diamond 
Board. 
 
 
The terms of the deal include First Telecom contributing the assets related to 
its tower business (the "Assets") to Diamond. The Assets to be contributed 
include tower assets, customer contracts and certain third party contracts 
necessary for the operations of the tower business. Diamond will take ownership 
of the Assets subject to $50.00 million of First Telecom's debt that had been 
incurred by First Telecom to acquire the Assets and finance First Telecom 
operation of the Tower Business. As part of the transaction, Diamond provided a 
limited non-recourse guaranty to First Communications' lenders of this $50.00 
million of debt. 
 
 
The tower assets include 368 leases on wireless structures.  The gross book 
value of the Assets is $45.68 million and the profit before tax was $5.05 
million for the year ended December 31, 2008.  First Communications plans to 
retain their equity interest in Diamond in anticipation of the continued growth 
and value of the Diamond. 
 
 
It is expected that the Company's 2008 audit results will be released shortly. 
 
 
Ray Hexamer, CEO of First Communications, said "Diamond Communications' 
expertise and vast background in the tower industry strategically adds focus and 
future value to these assets while allowing First Communications to concentrate 
on its core business." 
 
 
"We are very excited about this acquisition", said Ed Farscht, CEO of Diamond 
Communications. "First Telecom Services has 368 wireless tenants on tower 
structures with the opportunity to lease up additional towers in the future. 
This purchase is consistent with Diamond's strategy to expand its business 
through new tower development as well as strategic acquisitions. The new assets 
allow Diamond to better serve its customers, which include all major U.S. 
wireless service providers and communications companies." 
 
 
About First Communications 
First Communications is a leading facilities-based telecommunications provider 
specializing in advanced data and voice services for commercial customers as 
well as residential voice service. First Communications has become one of the 
largest Integrated Telecommunications companies in the Midwest. 
 
 
About Diamond Communications 
Diamond Communications owns 289 communications towers throughout the U.S. 
primarily in the Southeast. Diamond Communications is a leading communications 
tower company with expertise in tower management, site development and 
construction. 
 
 
For Further Information: 
 
 
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| First Communications, Inc.                 |                                          | 
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| Joe Morris                                 | Tel: [phone]                   | 
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|                                            |                                          | 
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| Collins Stewart Europe Limited             |                                          | 
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| Piers Coombs, Stewart Wallace              | Tel: [phone]                | 
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This information is provided by RNS 
            The company news service from the London Stock Exchange 
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