24 January 2005 – LAWFUEL – The Law News Network – Davis Polk & Wardw…

24 January 2005 – LAWFUEL – The Law News Network – Davis Polk & Wardwell is advising Quadrangle Capital Partners LP on its joint acquisition with Citigroup Venture Capital (CVC) of NTELOS, Inc. Quadrangle is a New York-based private equity fund focused on the media and communications industries. NTELOS is a regional integrated communications provider with headquarters in Waynesboro, Virginia. CVC, a private equity firm, is a subsidiary of Citigroup.

In the first step of the transaction, NTELOS will refinance its existing indebtedness and repurchase up to 75 percent of its existing equity in a self-tender offer at a price of $40 per common share. Following that step, Quadrangle and CVC will purchase up to 24.9 percent of the post-recapitalization equity of the company from shareholders, also at a price of $40 per share. Following receipt of regulatory approvals, Quadrangle and CVC will acquire the remainder of the company’s equity at the same $40 per share price in a merger. The transaction values NTELOS at approximately $750 million. The two largest shareholders of the company, Morgan Stanley & Co. Incorporated and affiliates of Capital Research and Management Company, have agreed to the transaction.

The Davis Polk corporate team included partner Phillip R. Mills and associates Daniel M. Anderson, Jeffrey Wool, Tom Kozak, Heather L. Carey and Cristina E. Weschler. Partner James A. Florack and associate Jinsoo H. Kim provided credit advice. Partner Kathleen L. Ferrell and associate Seth H. Poloner provided tax advice. Partner Gail A. Flesher, counsel Betty Moy and associate Timothy Geller provided environmental advice. Counsel James P. McIntyre and Joseph J. Sperber and associates Josiah R. Madar, Regina Chang, Margaret A. Vining and Frank J. Weigand provided real estate advice. Partner Edmond T. FitzGerald and associate Benjamin A. Tisdell provided employment advice. Partner Nick Segal and associate Ann E. Nolan provided bankruptcy advice. Andrew Coombs and Steven Brewer were the legal assistants on the transaction. The entire Davis Polk team is based in the New York office.

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