Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 18, 2008, Iowa Telecommunications Services, Inc. ("Iowa Telecom")
completed its acquisition of all of the outstanding stock of Bishop
Communications Corporation and Communications Sales and Leasing, Inc.
(collectively "Bishop Communications") pursuant to a Stock Purchase Agreement
dated as of February 5, 2008 (the "Purchase Agreement") among Iowa Telecom, the
selling shareholders listed in the Purchase Agreement, and John M. Bishop as the
selling shareholders' representative. Bishop Communications is headquartered in
Annandale, Minnesota and, through its subsidiaries including Lakedale Telephone
Company, provides telecommunications services in central Minnesota.
The cash purchase price was approximately $43.9 million, subject to certain
further adjustments based on the amount of Bishop Communications' net working
capital and other balance sheet items as of the closing. Approximately
$6.3 million of the purchase price was deposited into escrow accounts to
satisfy, among other things, potential balance sheet purchase price adjustments
and potential indemnification claims by Iowa Telecom. The purchase price was
funded from borrowings under Iowa Telecom's credit facilities and the assumption
of debt.
The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Purchase Agreement, a copy of which was filed as Exhibit 10.1 to Iowa Telecom's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. A copy of
the press release dated July 18, 2008 announcing the closing of the Purchase
Agreement is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.
Exhibit 2.1 Stock Purchase Agreement dated as of February 5, 2008 among Iowa
Telecommunications Services, Inc., the sellers named in the
Agreement, and John M. Bishop as Sellers' Representative -
incorporated by reference to Exhibit 10.1 to Iowa Telecom's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
Exhibit 99.1* Press release dated July 18, 2008.
|
* filed herewith