News and Press

Puerto Rico Cable Operations to be Acquired by MidOcean Partners and Crestview Partners

Greenwood Village. CO . June 6, 2005 - Adelphia Communications Corporation (OTC:ADELQ) and ML Media Partners, L.P. today announced they have entered into an agreement with a newly formed entity between MidOcean Partners, a New York and London-based private equity firm and its partner, Crestview Partners, a New York-based private equity firm, to sell their jointly owned San Juan Puerto Rico area cable operations. Under the terms of the transaction, MidOcean and Crestview will pay $520 million subject to customary purchase price adjustments, which equates to an approximately $3,800 per subscriber valuation.

The system serves approximately 137,000 customers in the greater San Juan area. The transaction, once completed, will create a strong, stable operation that will continue to improve cable services in the San Juan area in ways that benefit its customers, its investors and the community.

“We are extremely pleased to enter into this agreement with MidOcean and Crestview, who have a proven ability for employing their skills in concert with management teams at their portfolio companies to build stronger businesses,” said Bill Schleyer, chairman and CEO of Adelphia. “They have the necessary cable sector expertise to provide our customers in Puerto Rico with opportunities for continued service improvements and the launch of advanced services through an upgraded cable system.”

“This is a positive deal tar everyone involved,” said Elizabeth McNey Yates, a partner in RP Media Management, the managing general partner of ML Media Partners. LP. “MidOcean and Crestview will acquire an attractive business and our Puerto Rico employees and management, who have worked hard to improve the operational and service performance of the systems, will benefit from an experienced and well-funded ownership group.”

Tyler Zachem, a managing director at MidOcean Partners, said, “This transaction is the culmination of a long and complex process which we began ever a year ago. The operation has an excellent management team in place and dedicated employees who have helped to build this company over the years. We are excited about the opportunity to work with the team at Creetview to continue building on the company’s previous successes.”

Cable industry veteran and Crestview Managing Director Jeffrey A. Marcus said, “We look forward to working with the team in Puerto Rico to optimize the potential of the cable television system. Cable is a core competency for Crestview and we are delighted to be partnering with MidOcean in this venture.”

“We are pleased to have arrived at a solution that benefits our customers and our 350 dedicated employees in Puerto Rico,” added Schleyer. “We have been working with ML Media to identify the most appropriate manner to sell the joint venture and are pleased to have reached an agreement that maximizes the value to be realized from the venture. We are con?dent that this new ownership structure will be viewed as great news by all concerned in Puerto Rico. We’re grateful to our employees for their exceptional performance under challenging circumstances.”

Since September 30, 2002, the joint venture between Adelphia and ML Media Partners that owns and operates the Puerto Rico systems has been under Chapter 11 bankruptcy protection, separately administered from the larger Chapter 11 bankruptcy of Adelphia Communications. The Puerto Rico Joint Venture was not included in the previously announced asset sale of Adelphla Communications Corporation to Comcast Corporation and Time Warner Inc.

The transaction is subject to approval by the U.S. Bankruptcy Court for the Southern District of New York, regulatory approvals, financing by the buying group and other customary closing conditions. The closing of the transaction is expected to occur sometime in the fourth quarter of this veer. Until the deal is completed, Adelphia will continue to manage daily operations.

Advisors
Lazard acted as financial advisers to Adelphia. Daniels & Associates acted as financial advisers to ML Media Partners. Willkie Farr & Gallagher acted as legal advisors to Adelphia for the transaction and the bankruptcy process. Proskauer Rose acted as legal adviser to ML Media Partners, L.P. for the transaction and the bankruptcy process. DH Capital acted as financial advisors for MidOcean and Crestview and Kirkland & Ellie acted as legal advisors for MidOcean and Crestview. Citigroup and JP Morgan are providing the debt financing.

About Adelphia
Adelphia Communications Corporation (OTC: ADELQ) is the fifth-largest cable television company in the country. It serves customers In 31 states and Puerto Rico, and offers analog end digital video services, high-speed Internet access and other advanced services over Adelphia’s broadband networks.

About ML Media Partners, L.P.
ML Media Partners is a public limited partnership raised in 1986 to acquire, finance, hold, develop, improve, maintain, operate, lease, sell, exchange, dispose of and otherwise invest in and deal with media businesses end direct and indirect interests therein. ML Media Partners made direct operating investments in seven cable television systems, eleven radio stations and two network affiliated television stations. ML Media has liquidated all of its holdings with the exception of the cable properties in Puerto Rico.

About MidOcean Partners
MidOcean Partners is a premier private equity firm focused on the middle market. Based in New York and London, MidOcean is committed to investing in high-quality middle market companies with stable market positions and opportunities for growth in the United States and Europe. Targeted sectors include: consumer and leisure, media and communications, business and financial services and industrial sectors. MidOcean utilizes a broad foundation at expertise in its focus industries and its intercontinental platform to create value for its investor and partners. For more information, visit www.midoceanpartners.com.


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