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| PTGI > SEC Filings for PTGI > Form 8-K on 21-Dec-2012 | All Recent SEC Filings |
21-Dec-2012
Entry into a Material Definitive Agreement, Creation of a Dir
On December 19, 2012, Primus Telecommunications Holding, Inc. ("PTHI"), a Delaware corporation and a wholly owned subsidiary of Primus Telecommunications Group, Incorporated (the "Company"), consummated the exchange (the "Note Exchange") of $23,800,574 aggregate principal amount of its 10.00% Senior Secured Notes due 2017 (the "10% Notes") for $25,711,231 aggregate principal amount of its 10.00% Senior Secured Exchange Notes due 2017 (the "10% Exchange Notes"). The 10% Exchange Notes were issued pursuant to that certain Indenture, dated as of July 7, 2011 (as amended, the "Indenture"), by and among PTHI, the guarantors party thereto, including the Company, and U.S. Bank National Association, as trustee and as collateral trustee, which Indenture also governs the 10% Notes. PTHI also paid accrued but unpaid interest on the exchanged 10% Notes for the period from October 15, 2012 to, but not including, November 14, 2012. The 10% Exchange Notes accrue pre-issuance interest from November 14, 2012 and are guaranteed by the same entities, including the Company, that guarantee the 10% Notes. The Note Exchange was conducted pursuant to that certain Note Exchange Agreement, dated as of December 19, 2012 (the "Exchange Agreement"), by and among PTHI and the holders of the exchanged 10% Notes (the "Noteholders").
A copy of the Exchange Agreement is filed herewith as Exhibit 10.1 and incorporated in this Item 1.01 by reference. The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement.
The information set forth pursuant to Item 1.01 is incorporated herein by reference.
(e) Named Executive Officer Compensation Matters
On December 19, 2012, the Compensation Committee, in recognition of the leadership and contribution of Richard Ramlall (a Named Executive Officer, as defined in the Company's Proxy Statement dated April 30, 2012) in connection with the Company's strategic review process, awarded Mr. Ramlall a cash bonus of $75,000 to be paid on or about December 31, 2012.
(d) Exhibits
Exhibit 10.1 Note Exchange Agreement, dated as of December 19, 2012, by and among Primus Telecommunications Holding, Inc. and the Noteholders.
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