EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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DAVEL COMMUNICATIONS, INC. AND PHONETEL TECHNOLOGIES, INC. SIGN
DEFINITIVE MERGER AGREEMENT
Companies Execute Amendments to Their Credit Facilities
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and Secure New $10 Million Credit Facility
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TAMPA, Florida & CLEVELAND, Ohio - February 21, 2002 - Davel Communications,
Inc. (OTCBB: DAVL.OB), and PhoneTel Technologies, Inc. (OTCBB: PHTE.OB), the
nation's two leading publicly traded independent payphone service providers with
a combined installed base of approximately 84,000 payphones, today announced
that they have signed a definitive agreement to merge. In the merger, PhoneTel
will become a wholly owned subsidiary of Davel. The merger agreement was
unanimously approved by the Boards of Directors of both companies and is subject
to the approval of the shareholders of both companies.
In connection with the merger, the existing secured lenders of both Davel and
PhoneTel have agreed to exchange a substantial amount of debt for equity
securities of the respective companies and to restructure the remaining debt.
In addition, Davel and PhoneTel announced that they have each executed
amendments to their existing credit agreements and have entered into a new
combined $10.0 million senior credit facility.
Specifically, Davel has executed a Seventh Amendment to the Credit Agreement and
Consent and Waiver from the Lenders of its existing secured debt that extended
to August 31, 2002 certain payments due July 15, 2001, October 15, 2001 and
January 11, 2002, waived certain defaults and consented to the new senior credit
facility and the merger transactions. PhoneTel has executed Amendment Number
Eight to its existing credit facility that extended the maturity date to August
31, 2002, provided for the capitalization of monthly interest through August 1,
2002, waived certain defaults and amended or eliminated certain financial
covenants. In addition, Davel and PhoneTel entered into a new $10.0 million
credit facility with Xxxxxxxxx L.L.C., and ARK CLO 2000-1, Limited, the proceeds
of which will be used to help finance certain operating and transaction-related
expenses.
Pursuant to the exchange of debt for equity securities, PhoneTel's existing
secured lenders will own 87% of PhoneTel's outstanding common stock immediately
prior to the merger, with the remaining senior secured debt not to exceed $36.5
million (compared to approximately $64 million currently outstanding).
Existing holders of PhoneTel common stock will own 9% of PhoneTel's outstanding
shares, and 4% will be reserved for employee stock options and awards. In
connection with Davel's exchange of debt for equity securities, its existing
secured lenders will own 93% of Davel's outstanding common stock immediately
prior to the merger, with the remaining secured debt not to exceed $63.5 million
(compared to approximately $276 million currently outstanding). Existing
shareholders of Davel common stock will own 3% of Davel's outstanding shares,
and 4% of the common stock will be reserved for the issuance of stock options
and awards to Davel employees.
Immediately following the merger, current PhoneTel shareholders will own
approximately 3.28% of the shares of Davel common stock, and current Davel
shareholders will own approximately 1.91%. Of the remaining shares, 4.00% are
intended to be reserved for issuance of employee stock options and awards, and
the companies' current lenders will own approximately 90.81%. Cash will be paid
in lieu of fractional shares.
Effective with the merger, the then outstanding debt of the existing secured
lenders of both entities (currently $340 million) will be reduced to $100
million in debt of the merged entity through the exchange of debt for equity
securities described above.
The transaction is subject to approval by the shareholders of both companies and
the receipt of material third party and governmental approvals and consents. In
conjunction with the transaction, Davel will also seek shareholder approval to
increase the number of authorized shares of common stock from 50,000,000 to
1,000,000,000 and to increase the shares issuable pursuant to Davel's 2000 Long-
Term Equity Incentive Plan. No dates have been set for the stockholders'
meetings.
Xxxxx X. Xxxxxx, President of Davel, commented, "We are extremely excited to be
able to move forward with this merger, which will produce a much stronger
combined entity in what has been a challenging industry environment. Through the
Servicing Agreement put in place last summer, we have realized lower field
operating costs due to the more efficient concentration of payphone routes and
elimination of redundant branch offices. In the near future, there should be
additional cost savings, resulting from the elimination of redundant general and
administrative expenses when the corporate headquarters operations of Davel and
PhoneTel are combined. With an improved financial structure and an expanded
market presence, we believe we will be well positioned to take advantage of
recent FCC rulings designed to lower telephone costs and improve dial-around
compensation collections for payphone providers nationwide."
Xxxx X. Xxxxxxxxxx, President and CEO of PhoneTel, added, "The merger of
PhoneTel and Davel creates a sustainable and forceful business with a continued
commitment to cost effective management. The combined company will operate under
good, solid business principles while exploring innovation in both products and
markets. This beneficial merger has been made possible by the continued support
of our lender groups, the Boards of Directors for both companies, our vendors
and the continued hard work and dedication of the employees of both
organizations. All concerned clearly recognize that this combination represents
an exciting and highly beneficial opportunity for both companies and a desirable
outcome for our customers and stakeholders. Together, we look forward to taking
full advantage of the business economies as well as new business opportunities
as they emerge in the public communications industry and other related
telecommunications sectors."
PhoneTel Technologies, Inc. is a leading independent provider of pay telephones
and related services in the United States. Headquartered in Cleveland, Ohio,
PhoneTel operates approximately 30,000 payphones in 45 states and the District
of Columbia.
Founded in 1979, Davel Communications, Inc. is the largest independent payphone
provider in the United States. Headquartered in Tampa, Florida, Davel operates
approximately 54,000 payphones in 44 states and the District of Columbia.
In connection with the proposed transactions, Davel and PhoneTel intend to file
relevant materials with the Securities and Exchange Commission, including one or
more Registration Statement(s) on Form S-4 that contain a prospectus and joint
proxy statement. Because those documents will contain important information,
holders of Davel's common stock and holders of PhoneTel's common stock are urged
to read them, if and when they become available. When filed with the SEC, they
will be available for free at the SEC's website, xxx.xxx.xxx. Davel stockholders
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will receive information at an appropriate time on how to obtain transaction-
related documents for free from Davel, and PhoneTel stockholders will receive
information at an appropriate time on how to obtain transaction-related
documents for free from PhoneTel. Such documents are not currently available.
Davel and its directors and executive officers and PhoneTel and its directors
and executive officers may be deemed to be participants in the solicitation of
proxies from the holders of Davel's common stock and PhoneTel's common stock in
connection with the proposed transactions. On February 21, 2002, information
regarding the participants and their interests in the solicitation was filed
pursuant to Rule 425 with the SEC by each of Davel and PhoneTel. Investors may
obtain additional information regarding the interests of the participants by
reading the prospectus and joint proxy statement if and when it becomes
available.
Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of
Davel, PhoneTel, or a combined Davel and PhoneTel, to differ materially, many of
which are beyond the control of Davel or PhoneTel, include, but are not limited
to, the following: (1) the businesses of Davel and PhoneTel may not be
integrated successfully or such integration may be more difficult, time-
consuming or costly than expected; (2) expected benefits and synergies from the
combination may not be realized within the expected time frame or at all; (3)
revenues following the transaction may be lower than expected; (4) operating
costs, customer loss and business disruption, including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected following the transaction; (5)
generating incremental growth in the customer base of the combined company may
be more costly or difficult than expected; (6) the effects of legislative and
regulatory changes; (7) the tax treatment of the proposed transactions; (8) an
inability to retain necessary authorizations from the FCC and state utility or
telecommunications authorities; (9) an increase in competition from cellular
phone and other wireless products and wireless service providers; (10) the
introduction of new technologies and competitors into the telecommunications
industry; (11) changes in labor, telephone line service, equipment and capital
costs; (12) future acquisitions, strategic partnership and divestitures; (13)
general business and economic conditions; and (14) other risks described from
time to time in periodic reports filed by Davel or PhoneTel with the Securities
and Exchange Commission. You are urged to consider statements that include the
words "may," "will," "would," "could," "should," "believes," "estimates,"
"projects," "potential," "expects," "plans," "anticipates," "intends,"
"continues," "forecast," "designed," "goal," or the negative of those words or
other comparable words to be uncertain and forward-looking. This cautionary
statement applies to all forward-looking statements included in this document.
