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| GLBC > SEC Filings for GLBC > Form 8-K on 25-Sep-2009 | All Recent SEC Filings |
25-Sep-2009
Entry into a Material Definitive Agreement, Creation of a Direct Financial Ob
Indenture
On September 22, 2009, Global Crossing Limited (the "Company") issued $750 million aggregate principal amount of 12% Senior Secured Notes due 2015 (the "GCL Notes"). The GCL Notes were issued pursuant to an indenture, dated as of September 22, 2009 (the "Indenture"), among the Company, each of the guarantors identified therein (collectively, the "Guarantors"), and Wilmington Trust FSB, as trustee (the "Trustee"). The description of the Indenture contained in this report is qualified in its entirety by reference to the complete text of the Indenture, a copy of which is filed as Exhibit 4.1 to this report and incorporated herein by reference.
The GCL Notes mature on September 15, 2015. The GCL Notes bear interest at a rate of 12% per annum, computed on the basis of a 360-day year composed of twelve 30-day months and payable on March 15 and September 15 of each year, beginning on March 15, 2010.
The obligations under the GCL Notes are guaranteed (the "Guarantees") by all of the Company's direct and indirect subsidiaries other than the subsidiaries comprising the segment consisting of Global Crossing (UK) Telecommunications Limited and its subsidiaries and certain other subsidiaries.
The GCL Notes and the Guarantees are senior obligations, and rank equally in right of payment with all of the Company's and the Guarantors' other existing and future senior indebtedness. The GCL Notes are secured by a first-priority lien, subject to certain exceptions and permitted liens, on the Company's and certain of the Guarantor's existing and future assets. See "Collateral Agency Agreement" below.
On or after September 15, 2012, the Company may redeem all or a part of the GCL Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest and special interest, if any, to the applicable redemption date. In addition, at any time prior to September 15, 2012, the Company may, on one or more than one occasion, redeem some or all of the GCL Notes at any time at a redemption price equal to 100% of the principal amount of the GCL Notes redeemed, plus a "make-whole" premium, and accrued and unpaid interest and special interest, if any, to, the applicable redemption date. At any time prior to September 15, 2012, the Company may also redeem up to 35% of the aggregate principal amount of GCL Notes, using the proceeds of certain qualified equity offerings, at a redemption price of 112% of the principal amount thereof.
If the Company experiences specified change of control events, the Company must offer to repurchase the GCL Notes at a repurchase price equal to 101% of the principal amount of the GCL Notes repurchased, plus accrued and unpaid interest and special interest, if any, to the applicable repurchase date.
If the Company sells assets under specified circumstances, the Company must offer to repurchase the GCL Notes at a repurchase price equal to 100% of the principal amount of the GCL Notes repurchased, plus accrued and unpaid interest and special interest, if any, to the applicable repurchase date.
The Indenture contains covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries to:
• incur additional indebtedness or issue disqualified stock or preferred stock;
• create liens;
• pay dividends, make investments or make other restricted payments;
• sell assets;
• consolidate, merge, sell or otherwise dispose of all or substantially all of the Company's or their assets;
• enter into transactions with affiliates; and
• designate subsidiaries as unrestricted.
These covenants are subject to a number of important limitations and exceptions.
The Indenture provides for customary events of default. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding GCL Notes will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs or is continuing, the Trustee or holders of at least 25% in principal amount of the then outstanding GCL Notes may declare all the notes to be due and payable immediately.
The GCL Notes and the Guarantees have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
• the Company applied $348 million to prepay all outstanding obligations (including principal, accrued and unpaid interest and a 1% call protection payment) under its existing senior secured term loan agreement, dated May 9, 2007 (as amended, the "Term Loan Agreement"), among the Company, the subsidiary guarantors party thereto, Goldman Sachs Credit Partners L.P. and Credit Suisse Securities (USA) LLC;
• the Company applied $237 million to fund the purchase by GC Impsat Holdings I Plc, a wholly-owned subsidiary of the Company ("GC Impsat"), of $223.8 million of the $225 million aggregate principal amount outstanding of GC Impsat's 9.875% Senior Notes due 2017 (the "GC Impsat Notes") which were validly tendered and not withdrawn in . . .
The information set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.
On September 22, 2009, GC Impsat accepted for purchase of $223.8 million aggregate principal amount of the GC Impsat Notes, representing all of the GC Impsat Notes that were validly tendered and not validly withdrawn pursuant to its previously announced cash tender offer ("Tender Offer"). Upon such acceptance to purchase GC Impsat Notes representing at least a majority in principal amount of the GC Impsat Notes outstanding, the amendments to the indenture governing the GC Impsat Notes (the "GC Impsat Indenture") set forth in that certain supplemental indenture dated September 10, 2009 (and filed with the Commission on Form 8-K on September 11, 2009) became operative. Accordingly, most of the restrictive covenants and certain events of default contained in the indenture governing the remaining $1.2 million aggregate principal amount of GC Impsat Notes have been eliminated.
The information set forth under Items 1.01 and 3.03 are incorporated herein by reference.
On September 22, 2009, the Company issued a press release announcing that it had completed its previously announced offering of the GCL Notes. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
On September 22, 2009, GC Impsat issued a press release announcing that it had accepted for purchase all of the GC Impsat Notes, that were validly tendered and not validly withdrawn pursuant to the Tender Offer, a copy of which is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
See Exhibit Index below.
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