Halyard Capital Forms Cable Broadband Platform NuLink

Purchases Cable Assets from Newnan Utilities for $70 Million

NEW YORK--(BUSINESS WIRE)--Halyard Capital (“Halyard”), a New York-based private equity firm, in partnership with cable veteran John Brooks, announced today the formation of NuLink and the acquisition of cable assets from Newnan Utilities, a municipally-owned utility based in Newnan, GA, for $70 million. The transaction closed April 21.

The acquisition provides NuLink a platform in Coweta County, GA, a demographically attractive and high-growth region approximately 40 miles southwest of Atlanta. Newnan Utilities has developed a strong competitive position through first-rate customer service and a state-of-the-art network.

NuLink’s growth strategy includes capitalizing on the region’s continued growth, revitalizing the company’s marketing campaigns and launching new products, including video-on-demand and a digital telephony product. The introduction of a digital telephony product will enable NuLink to create a video, high-speed data and voice “triple play” package that will provide significant savings to the company’s customers. NuLink, with leadership from Chairman and CEO John Brooks, will also look to grow the company through strategic acquisitions.

“This acquisition provides a strong base for the NuLink strategy,” said Brooks. “I am very happy to be partnering with Newnan’s talented employees, who have built a strong company that is a key part of the community, and I am confident we can continue to build the business by introducing new products while maintaining and strengthening our commitment to excellent service.”

Brooks has over 24 years of cable broadband experience. He previously served as Executive Vice President of Broadstripe (formerly Millennium Digital Media), a company he co-founded in 1998. Prior to Broadstripe, Brooks was a co-founder and senior executive of Brooks Fiber Properties, a leading provider of competitive telecommunications services across the United States. He began his career at Cencom Cable Associates, a St. Louis-based cable MSO with over 550,000 subscribers in 16 states.

“We look forward to partnering with John Brooks and believe his experienced leadership will contribute to the company’s continued success. NuLink has achieved a local market leadership position and is well positioned for further growth,” stated Michael Furey, a principal at Halyard.

Bruce Eatroff, partner at Halyard, added: “Halyard has been seeking an investment in a fully upgraded cable system in a high growth market and we are excited to be acquiring the cable assets of Newnan Utilities. We will continue to invest in the company’s infrastructure to deliver a premium customer experience.”

Halyard Capital received legal counsel from Hogan & Hartson LLP. CIT Lending Services Corporation, Newstar Financial and Wells Fargo Foothill provided financing for the transaction.

About Halyard Capital

Halyard Capital is a New York-based private equity firm with over $600 million of capital under management, focused on investing opportunities within the media, communications and business services industries. Halyard specializes in middle-market leveraged buyouts and growth equity investments. The firm has extensive experience and a proven track record within each of these sectors with recent investments including HCPro, Engauge, Presidio Networks and Education Dynamics. The firm’s investment funds will commit up to $40 million to individual portfolio companies. Additional information regarding Halyard’s strategy, principals and investments can be found at www.halyard.com.

About Newnan Utilities

Newnan Utilities is a municipally-owned utility, located approximately 40 miles southwest of Atlanta and composed of five divisions offering electricity, water, sewer, cable and telecommunications services to the residents of Newnan, Georgia, Coweta County and surrounding communities. The Newnan Water, Sewerage and Light Commission, a component of the City of Newnan, currently manages the operations of the Utility. Newnan Utilities launched its fiber network in 1995 and began offering cable and high-speed Internet services two years later. Newnan Utilities was the first cable company in Georgia to offer DVR functionality and was also one of the first systems to offer HD services. For more information, please visit the Newnan Utilities website at www.newnanutilities.org.

Contacts

Halyard Capital
Bruce Eatroff, 212-554-2145
Partner
beatroff@halyard.com
or
Michael Furey, 212-554-2129
Principal
mfurey@halyard.com
or
For Media:
CJP Communications
Brian Hickey, 212-279-3115 ext 245
bhickey@cjpcom.com

Bragg bulking up for the big time with a deal to buy Persona

Having spun its blueberry empire into an East Coast cable powerhouse, Halifax-based Bragg Communications Inc. is aiming for the big leagues of the Canadian cable industry.

The company has agreed to buy Persona Communications Corp. of St. John's from a group of private equity investors to become the No. 5 Canadian cable company and the only cable operator with networks in each province. It now plans to expand these provincial beachheads to narrow the gap with No. 4 Cogeco Inc.

While the price wasn't disclosed, it's certainly more than the $406-million that three private equity buyers paid for Persona in 2004.

It's not like the Bragg family hasn't built up cable networks before.

The owners of Oxford N.S.-based Oxford Frozen Foods, the world's largest blueberry processor, started Bragg Communications in 1971 when John Bragg set up a cable business in Amherst, N.S., with 3,000 subscribers.

Through capital investment, innovation and bolt-on acquisitions, the company's Eastlink unit has become the dominant cable company in Nova Scotia and Prince Edward Island with about 200,000 subscribers. It has also been an industry pioneer, in 1999 becoming the first Canadian cable company to offer a local phone service.

In an interview, co-chief executive officer Dan McKeen said the Persona acquisition - and the $104-million purchase of Amtelecom Income Fund of Aylmer, Ont., announced last month - give Bragg Communications clusters of subscribers around the country.

These clusters - notably Sudbury, Ont., the Delta region of British Columbia and Grande Prairie, Alta. - are important because they will allow the company to build out its network in a cost-effective manner.

"The absolutely nicest part of this acquisition is our strategies are so much in sync," Mr. McKeen said of the Persona purchase. "It's a big growth vehicle for us. We're not just absorbing it."

Once the deals are complete, Bragg Communications will have 490,000 subscribers, although Mr. McKeen admits the company has a long way to go to catch Montreal-based Cogeco, whose website boasts 1.5 million Canadian subscribers.

Mr. McKeen would not rule out other acquisitions. When asked how big an acquisition Bragg could make, he said: "Rogers would be a stretch," referring to Rogers Communications Inc., and would say nothing more.

Persona operates in seven provinces and brands itself as Amazing Persona, so much so that its receptionists answer the phone with the words, "Amazing Persona, can I help you?" Formerly known as Regional Cablesystems Inc., the publicly listed company went private in 2004 when it was bought by Dallas-based Hicks Muse Tate & Furst Inc. (now HM Capital Partners), TD Capital Canadian Private Equity Partners (now Birch Hill Equity Partners) and CIBC World Markets Inc.

Persona then had 223,000 subscribers and now has 260,000, suggesting Bragg is probably paying $470-million or more for Persona. An HM Capital spokesperson in New York declined to discuss the price, other than to say HM made "a very attractive return."

Amtelecom brought Bragg mainly rural subscribers in Ontario, and the joy of breaking up a deal announced by its main competitor.

Bell Aliant Regional Communications Income Fund, an affiliate of telecom giant BCE Inc., had agreed in February to buy Amtelecom for $95-million.

Bragg Communications, which is owned by the family of chairman John Bragg, intends to remain a private, family-owned company, and plans to build out its network with its own financial resources and bank debt, according to Mr. McKeen.

The Persona deal must be approved by the Canadian Radio-television and Telecommunications Commission and is expected to close between late August and late September.

Multikabel changes hands

The German cable operator PrimaCom is to sell off its Dutch subsidiary Multikabel in a EUR515 million deal. Its stake is being acquired by the private equity firm Warburg Pincus. The Dutch operator has around 315,000 TV customers, 130,000 broadband internet subscribers and 35,000 telephony customers on its networks in the north of the country. The deal, which is subject to approval from regulators, is expected to be completed next month.

EMP Europe sells Telemach to UGC

UnitedGlobalCom, Inc. ("UGC") (Nasdaq: UCOMA) today announced that, through one of its affiliates, it reached an agreement with EMP Europe, a leading private equity firm dedicated to Central and Eastern Europe, and several other Slovenian shareholders to acquire their interests in Telemach d.o.o. ("Telemach").

Telemach is the largest broadband communications provider in Slovenia with over 100,000 cable TV subscribers and 10,000 broadband Internet customers.

Since its foundation in 1999, Telemach has realized significant financial and operational growth. Revenue has grown over 25% per annum over the last three years and more than 85% of its network has been upgraded to 862 MHz. In addition, approximately two-thirds of Telemach's network supports broadband Internet and digital television services.

UGC will acquire a 100% interest in Telemach based on a total enterprise value of €74 million, which represents a multiple of approximately 8.2 times expected 2004 fourth quarter annualized normalized EBITDA. UGC will pay cash of approximately €71 million for its 100% interest.

The transaction is subject to review by the Slovenian competition authorities and expected to close in the first quarter of 2005.

Mike Fries, President and Chief Executive Officer of UGC, said, "This acquisition represents a unique opportunity to take a leadership position in a new Central and Eastern European market for UGC. Slovenia, which recently joined the EU, has the highest GDP per capita in the region and is adjacent to Austria and Hungary where we currently have large operations. Telemach has upgraded most of its network and, as the largest operator in the country, has achieved good scale and profitability."

Thierry Baudon, Chief Executive Officer of EMP Europe, said "Since EMP became the majority shareholder of Telemach in 2000, Telemach developed from a small cable operator with less than 20,000 subscribers, into Slovenia's undisputed market leader with more than 100,000 video subscribers and operating margins in excess of 45%. Over the last five years, Telemach upgraded its network, introduced new services such as high-speed Internet access and digital video services, thereby changing the public's perception of cable services from a utility-type operator to an innovative company providing a wide range of value-added products and services. We are delighted to have successfully developed the company and wish Telemach and its new owners well for the future."

Rothschild advised EMP Europe on this transaction.

Consortium of Private Equity Groups Acquires Persona

Canadian Cable Acquisition Company Inc., a company owned by an investor group assembled by Hicks, Muse, Tate & Furst Inc. and comprised of Hicks, Muse, Tate & Furst Inc., TD Capital Canadian Private Equity Partners and CIBC Capital Partners, acquired all of the shares of Persona Inc., Canada’s sixth-largest cable operator and a Toronto Stock Exchange listed company, in a going private transaction effected by means of a plan of arrangement. The transaction was valued at approximately C$406 million and closed on July 30, 2004. Following the closing Persona’s shares were delisted from the Toronto Stock Exchange.

As part of the transaction, Philip Keeping purchased a controlling interest in Cable Bahamas from Persona.

TD Bank and CIBC arranged senior secured credit facilities to partially fund the purchase price for the acquisition.

Hicks, Muse, Tate & Furst and Canadian Cable were represented in Canada by Fasken Martineau DuMoulin, with a team led by Stephen Erlichman (corporate/securities) and Barbara Miller (corporate/communications), which included Roxanne McCormick and Krisztian Toth (corporate/securities), Kathleen Hanly and Mitchell Thaw (tax), Brian Wright, Jon Holmstrom, Tom Meagher, Munier Saloojee and Scott Mitchell (banking), Ralph Nero (employment), Belinda James and Marc Vaturi (real property), Anthony Baldanza and Huy Do (competition) and Sam Rickett (litigation); and in the US by Weil, Gotshal & Manges, with a team led by Glenn West (corporate), which included Scott Parel and R.B. Ramsey (corporate) and Angela Fontana and Courtney Marcus (banking). Christopher Johnston, Q.C., of Johnston & Buchan acted as special counsel with respect to Canadian Radio-television and Telecommunications Commission matters.

Persona was represented by Benson Myles, with a team led by Wayne Myles, Q.C. (corporate/communications) that included Jeffrey Benson, Q.C. (banking and financing), Joan Myles (regulatory), Ben Kavanagh, Jason Edwards, Colette Goodyear and Bernadette Cole (corporate), and Anthony Keenleyside, who acted as special counsel to Benson Myles with respect to Canadian Radio-television and Telecommunications Commission matters; and by McCarthy Tétrault, with a team led by David Tennant (corporate/securities), which included Jasprit Gill and Joan Beck (corporate/securities), Stephen Furlan (banking), Gabrielle Richards and Steven Baum (tax), Gregory Winfield (pensions), Ben Ratelband (employment), Lorne Salzman (competition) and Harry Underwood and Gina Papageorgiou (litigation).

CIBC Capital Partners was represented in-house by Shawn Beber. TD Capital Canadian Private Equity Partners and CIBC Capital Partners were represented by Stikeman Elliott, with a team that included Roderick Barrett, Darin Renton, Ron Ferguson and Robert Assal.

TD Bank, CIBC and the other senior secured lenders were represented by Goodmans, with a team that included Celia Rhea, Jay Feldman and Steven Kresak (banking), Yi-Wen Hsu (tax), Ira Barkin (real estate) and Michael Koch (communications).

Philip Keeping was represented by Davies Ward Phillips & Vineberg, with a team that included Mark Connelly and Peter Hong (corporate/securities) and Siobhan Monaghan (tax).