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Spectrasite Holdings Inc. hopes to emerge from bankruptcy in two weeks after a judge confirmed Tuesday a plan which would give the wireless communications tower company to holders of $1.8 billion in unsecured bonds. Existing shareholders can acquire warrants over seven years that would carve out up to 5 percent of the new equity, said Andrew Rosenberg, Spectrasite’s attorney at Paul, Weiss, Rifkind, Wharton & Garrison in New York. Judge Thomas Small confirmed the pre-negotiated plan in U.S. Bankruptcy Court for the Eastern District of North Carolina in Raleigh after all major objections were resolved prior to the hearing in an examiner’s report, Rosenberg said. Cary, N.C.-based Spectrasite expects to emerge Feb. 10. “The court rejected a motion by some shareholders to form a separate equity committee but appointed an examiner last month to look into issues raised by those shareholders,” Rosenberg said. “The examiner said in the report he filed with the court that the two transactions he focused on were fair and fully disclosed.” Court-appointed examiner David Boone of Burns, Day & Presnell in Raleigh honed in on a deal in the plan that requires Spectrasite to sell 545 cell phone towers to Cingular Wireless, a joint venture between SBS Communications Inc. and BellSouth Corp., for $73.5 million. In the same deal, Spectrasite would then transfer rights for 294 towers back to SBC and use the proceeds to slash its debt. Boone also found no wrongdoing when he investigated a previously closed transaction in which Spectrasite sold Network Services, its non-bankrupt power construction division. Only one creditor with about $6 million in equity voted against the plan, Rosenberg said, while those holding the remaining 99.6 percent of the value of the claims approved it. Spectrasite opted for bankruptcy Nov. 15 because it was overleveraged with $1.8 billion in unsecured bond debt tied to five or six issues and was also required to guarantee a $785 million facility for its operating subsidiaries with CIBC World Markets. None of Spectrasite’s subsidiaries is in bankruptcy. There was no need to seek debtor-in-possession funding since Spectrasite has no operations and filed only because of its crippling debt. Barry Ridings, Thomas Haack, Richard Mejean and Ari Leftowitz at Lazard are Spectrasite’s restructuring advisers. Irwin Gold and Christopher DeMauro are advising the creditors at Houlihan, Lokey, Howard and Zukin in New York. Rosenberg, Bruce Gutenplan, James Millar, Claudia Tobler and Ray Russo are debtor counsel at Paul, Weiss, and Terri Gardner is Raleigh co-counsel at Poyner & Spruill. Bruce Bennett and James Johnston represent the unsecured creditors in Los Angeles at Hennigan, Bennett & Mercer. New York private equity firm Welsh, Carson, Anderson & Stowe put up $340 million to buy back SpectraSite’s junk bonds at 23 cents to 52 cents on the dollar in summer 2002. Welsh, Carson raised its SpectraSite stake from 22 percent to 70 percent but may be the biggest loser as equity holders only reap up to 5 percent of the new equity. Copyright �2003 TDD, LLC. All rights reserved.

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