Dobson Communications

Dobson Communications (DCEL)
AT&T (T)
$2.8B Buyout

Summary

Communications company acquires GSM wireless service

$13 per DCEL share; $2.8B total
DCEL stock chart

Announced 6.29.07

Closed 11.15.07

Advisors

Financial

DCEL : Morgan Stanley
Special Committee : HLHZ

Legal

DCEL : Mayer Brown Rowe & Maw
T : Sullivan & Cromwell

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger; Closing; Effective Time

1.1 The Merger
1.2 Closing
1.3 Effective Time

Article II Certificate of Incorporation and By-laws of the
Surviving Corporation

2.1 The Certificate of Incorporation
2.2 The By-laws

Article III Directors and Officers

3.1 Directors of Surviving Corporation
3.2 Officers of Surviving Corporation

Article IV Effect of the Merger on Capital Stock; Exchange
of Certificates

4.1 Effect on Capital Stock
4.2 Exchange of Certificates for Shares
4.3 Adjustment to Prevent Dilution
4.4 Company Stock Based Plans

Article V Representations and Warranties

5.1 Company

(a) Organization, Good Standing and Qualification
(b) Capital Structure
(c) Corporate Authority; Adoption and Fairness
(d) Governmental Filings; No Violations
(e) Reports; Financial Statements
(f) Absence of Certain Changes
(g) Litigation and Liabilities
(h) Employee Benefits
(i) Compliance with Laws
(j) Certain Contracts
(k) Takeover Statutes
(l) Environmental Matters
(m) Taxes
(n) Labor Matters
(o) Intellectual Property
(p) Affiliate Transactions
(q) Insurance
(r) Brokers and Finders
(s) No Other Representations or Warranties

5.2 Parent and Merger Sub

(a) Organization, Good Standing and Qualification
(b) Corporate Authority and Approval
(c) Governmental Filings; No Violations
(d) Litigation and Liabilities
(e) Available Funds
(f) Capitalization of Merger Sub
(g) Brokers and Finders
(h) No Ownership of Company Securities
(i) No Other Representations and Warranties

Article VI Covenants

6.1 Interim Operations
6.2 Acquisition Proposals
6.3 Information Supplied
6.4 Filings; Other Actions; Notification
6.5 Access; Consultation
6.6 Stock Exchange De-listing/De-registration
6.7 Publicity
6.8 Employee Benefits
6.9 Expenses
6.10 Indemnification; Directors and Officers Insurance
6.11 Regulatory Compliance
6.12 Takeover Statute
6.13 700 MHz Auction
6.14 Control of the Companys or Parents Operations
6.15 Section 16(b)
6.16 Treatment of Certain Notes
6.17 Series F Preferred
6.18 Notice to Stockholders
6.19 Potential Sale of Interests

Article VII Conditions

7.1 Each Partys Obligation to Effect the Merger
7.2 Parent and Merger Sub
7.3 Company

Article VIII Termination

8.1 Termination by Mutual Consent
8.2 Termination by Either Parent or the Company
8.3 Termination by The Company
8.4 Termination by Parent
8.5 Effect of Termination and Abandonment

Article IX Miscellaneous and General

9.1 Survival
9.2 Modification or Amendment
9.3 Waiver
9.4 Counterparts
9.5 Governing Law and Venue; Waiver of Jury Trial
9.6 Notices
9.7 Entire Agreement
9.8 No Third Party Beneficiaries
9.9 Obligations of Parent and of the Company
9.10 Severability
9.11 Interpretation
9.12 Captions
9.13 Assignment

Other Agreements

Retention Bonus Plan

Joint Bidding Agreement 8.09.07

Financings

Schedule 13D

Amendment #3 9.20.07
Amendment #2 9.07.07
Mario J Gabelli 8.02.07

Proxy Solicitation

Preliminary proxy statement 8.24.07

Table of contents

Deal Protection

No shop covenant

Merger agreement 6.2

Proxy statement disclosure

Break-up fee

$100mm, plus out-of-pocket expenses
Agreement 8.5

Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement 6.4

Proxy statement disclosure

Fairness Opinion

Morgan Stanley fairness opinion

Proxy statement disclosure

Houlihan Lokey fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

// This display the document title in the html page document.write(document.title);