Filed by AirGate PCS, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: AirGate PCS, Inc.
Commission File No.: 333-109165
[GRAPHIC OMITTED]
AIRGATE PCS, INC. EXTENDS THE EXPIRATION DATE
OF THE EXCHANGE OFFERS FOR OUTSTANDING DISCOUNT NOTES
Offer set to expire at 9:30 a.m., New York City time,
on Thursday, February 12, 2004
ATLANTA (February 11, 2004) - AirGate PCS, Inc. (OTCBB:PCSA.OB), a PCS Affiliate
of Sprint, today announced that its exchange offers for all of its 13.5% Senior
Subordinated Discount Notes due 2009 and the related consent solicitations,
which were scheduled to expire at 11:59 p.m., New York City time, on February
11, 2004, have been extended to expire at 9:30 a.m., New York City time, on
February 12, 2004. The extension will accommodate the special meeting of
shareowners called for 9:00 a.m. that day to approve, among other matters,
AirGate's issuance of its common stock in the exchange offers. As of 5:00 p.m.,
New York City time, on February 11, 2004, AirGate had received tenders and
consents from holders representing more than 99% of the outstanding discount
notes.
Holders of discount notes may request additional copies of the Prospectus and
Solicitation Statement and the related Letter of Transmittal and ballots by
contacting Audrey Griswald at Bondholder Communications Group, the information
agent, at (212) 809-2663.
About AirGate PCS
AirGate PCS, Inc. is the PCS Affiliate of Sprint with the right to sell wireless
mobility communications network products and services under the Sprint brand in
territories within three states located in the Southeastern United States. The
territories include over 7.2 million residents in key markets such as
Charleston, Columbia, and Greenville-Spartanburg, South Carolina; Augusta and
Savannah, Georgia; and Asheville, Wilmington and the Outer Banks of North
Carolina.
# # #
AirGate has filed a Registration Statement on Form S-4 and a Proxy Statement on
Schedule 14A with the Securities and Exchange Commission (the "SEC"). The terms
and conditions of the exchange offer, and other important information, are
contained in AirGate's Prospectus and Solicitation Statement, dated January 14,
2004, which is included in the Registration Statement on Form S-4. Holders of
the discount notes are urged to read the Registration Statement on Form S-4,
including the Prospectus and Solicitation Statement relating to the exchange
offer, and shareowners and investors are urged to read the Proxy Statement on
Schedule 14A (and, in each case, any amendments thereto) because they contain
important information. These documents and amendments to these documents have
been or will be filed with the SEC. These and other documents that are filed
with the SEC may be obtained at the SEC's web site at www.sec.gov. You may also
obtain each of these documents (when available) from us by directing your
request to Investor Relations at (404) 525-7272.
This announcement is not an offer to exchange, a solicitation of an offer to
exchange or a solicitation of consent with respect to any discount notes. The
public exchange offer and consent solicitation is being made solely by the
Prospectus and Solicitation Statement. The foregoing shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of shares of AirGate common stock or new secured notes in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
This news release contains forward-looking statements that are based on current
expectations, estimates, forecasts and projections about the wireless industry,
the recapitalization plan, our beliefs and our management's assumptions. Words
such as "expects," "anticipates," "targets," "goals," "projects," "intends,"
"plans," "believes," "seeks," "estimates" and variations of such words and
similar expressions are intended to identify such forward-looking statements.
These statements are not guarantees of future performance and involve certain
risks, uncertainties and assumptions that are difficult to predict. Therefore,
actual outcomes and results may differ materially from what is expressed or
forecast in such forward-looking statements.
Factors that could cause actual results to differ include: our ability to
consummate the restructuring; the impact of a prepackaged or other plan of
reorganization for AirGate; our dependence on the success of Sprint's wireless
business; the competitiveness and impact of Sprint wireless pricing plans and
PCS products and services; intense competition in the wireless market and the
unsettled nature of the wireless market; the potential to continue to experience
a high rate of customer turnover; the ability of Sprint to provide back office
billing, subscriber care and other services and the quality and costs of such
services or, alternatively, our ability to outsource all or a portion of these
services at acceptable costs and the quality of such services; subscriber credit
quality; the ability to successfully leverage 3G products and services;
inaccuracies in financial information provided by Sprint; new charges and fees,
or increased charges and fees, imposed by Sprint; the impact and outcome of
disputes with Sprint; our ability to predict future customer growth, as well as
other key operating metrics; the impact of spending cuts on network quality,
customer retention and customer growth; rates of penetration in the wireless
industry; our significant level of indebtedness and debt covenant requirements;
the impact and outcome of legal proceedings between other Sprint network
partners and Sprint; the potential need for additional sources of capital and
liquidity; risks related to our ability to compete with larger, more established
businesses; anticipated future losses; rapid technological and market change; an
adequate supply of subscriber equipment; the current economic slowdown; and the
volatility of AirGate PCS' stock price.
For a detailed discussion of these and other cautionary statements and factors
that could cause actual results to differ from those contained in this news
release, please refer to AirGate PCS' filings with the SEC, especially in the
"risk factors" section of AirGate PCS' Form 10-K for the fiscal year ended
September 30, 2003 and Registration Statement on Form S-4 relating to the public
exchange offer, and in subsequent filings with the SEC. Except as otherwise
required under federal securities laws and the rules and regulations of the SEC,
we do not have any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events, changes in assumptions or otherwise.