Filed Pursuant to Rule 424(B)(3) File No
Total Page：16
File Type：pdf, Size：1020Kb
Filed Pursuant to Rule 424(b)(3) File No. 333-72440 333-72440-01 Prospectus [LOGO] Mediacom Broadband LLC Mediacom Broadband Corporation ------------------- Offer to Exchange $400,000,000 of our 11% Senior Notes due 2013 ------------------- The notes being offered by this prospectus are being issued in exchange for notes sold by us in a private placement on June 29, 2001. The exchange notes will be governed by the same indenture governing the initial notes. The exchange notes will be substantially identical to the initial notes, except the transfer restrictions and registration rights relating to the initial notes will not apply to the exchange notes. The exchange offer expires at 5:00 p.m., New York City time, on December 11, 2001, unless extended. No public market exists for the initial notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange or to seek approval for quotation through any automated quotation system. Before you tender your initial notes, you should consider carefully the section entitled "Risk Factors" beginning on page 16 of this prospectus. ------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. ------------------- The date of this prospectus is November 7, 2001. Table of Contents Prospectus Summary ..................................................................................... 1 Risk Factors ...........................................................................................16 Forward-Looking Statements .............................................................................25 Use of Proceeds ........................................................................................26 Capitalization .........................................................................................27 Unaudited Pro Forma Financial Statements ...............................................................28 Selected Historical Combined Financial and Other Data of the AT&T Systems ..............................37 Selected Historical Financial and Other Data of Mediacom Broadband LLC .................................39 Management's Discussion and Analysis of Financial Condition and Results of Operations ..................41 Business ...............................................................................................49 Legislation and Regulation .............................................................................65 Management .............................................................................................74 Certain Transactions ...................................................................................77 Principal Stockholders .................................................................................78 Description of Governing Documents .....................................................................79 Description of Subsidiary Credit Facility ..............................................................81 Description of the Notes ...............................................................................83 U.S. Federal Tax Considerations .......................................................................115 Exchange Offer ........................................................................................119 Book-Entry; Delivery and Form .........................................................................128 Plan of Distribution ..................................................................................131 Legal Matters .........................................................................................131 Experts ...............................................................................................131 Available Information .................................................................................132 Index to Financial Statements .........................................................................F-1 We have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or our solicitation of your offer to buy these securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus or any sales made hereunder after the date of this prospectus shall create an implication that the information contained in this prospectus or the affairs of Mediacom Broadband LLC and Mediacom Broadband Corporation have not changed since the date hereof. Each broker-dealer that receives the exchange notes offered by this prospectus for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for initial notes where such initial notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date of this exchange offer and ending on the close of business one year after the expiration date of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution". Industry and Market Data In this prospectus, we rely on and refer to information regarding the cable television industry and our market share in the sectors in which we compete. We obtained this information from various third-party sources and our own internal estimates. We believe that these sources and estimates are reliable, but we have not independently verified them and cannot guarantee their accuracy or completeness. - i - PROSPECTUS SUMMARY This summary highlights information appearing elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before making a decision to exchange the initial notes. You should read the entire prospectus prior to deciding to exchange the initial notes. Our Manager Mediacom Communications Corporation, our parent and manager, is the eighth largest cable television company in the United States based on customers served. Mediacom Communications provides its customers with a wide array of broadband products and services, including traditional video services, digital television and high-speed Internet access. Mediacom Communications was founded in July 1995 by Rocco B. Commisso, its Chairman and Chief Executive Officer, to acquire and operate cable television systems serving principally non-metropolitan markets in the United States. As of September 30, 2001, our manager's cable systems, which are owned and operated through its operating subsidiaries, passed approximately 2.6 million homes and served approximately 1.6 million basic subscribers in 23 states. A basic subscriber is a customer that subscribes to a package of basic cable television services. Our manager's senior management team has significant cable television industry expertise in all aspects of acquiring, operating and financing cable systems. Mr. Commisso has 23 years of experience, and the other senior managers have an average of 18 years of experience, with the cable television industry. Our manager's Class A common stock is traded on The Nasdaq National Market under the symbol "MCCC." As of September 30, 2001, Mr. Commisso and the senior management team owned in the aggregate approximately 24.7% of Mediacom Communications' common stock outstanding. Mediacom Broadband We are a wholly-owned subsidiary of our manager. Prior to June 29, 2001, we had no operations or significant assets. On June 29, 2001, we completed the acquisition of cable systems in Missouri from affiliates of AT&T Broadband, LLC for a purchase price of approximately $308.1 million in cash, or approximately $3,278 per basic subscriber. On July 18, 2001, we completed the acquisition of cable systems in Georgia, Illinois and Iowa from affiliates of AT&T Broadband for an aggregate purchase price of approximately $1.8 billion in cash, or approximately $2,550 per basic subscriber. As of June 30, 2001, these cable systems passed approximately 1.4 million homes and served approximately 800,000 basic subscribers in Georgia, Illinois, Iowa and Missouri. These cable systems are located in markets that are contiguous with, or in close proximity to, cable systems owned and operated by Mediacom LLC, a wholly-owned subsidiary of our manager. Except as separately defined in the historical combined financial statements appearing elsewhere in this prospectus, these cable systems are referred to in this prospectus as our cable systems or the AT&T systems. We believe that our acquisitions of the AT&T systems are consistent with our manager's business strategy of acquiring underperforming cable systems in markets with favorable demographic profiles. We believe that our cable