SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 27, 2000
ICG COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-11965 84-1342022
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
161 Inverness Drive West
Englewood, Colorado 80112
(Address of principal executive
offices including Zip Code)
ICG HOLDINGS (CANADA) CO.
(Exact name of registrant as specified in its charter)
Canada 1-11052 Not Applicable
(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
161 Inverness Drive West
Englewood, Colorado 80112
(Address of principal executive
offices including Zip Code)
ICG HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Colorado 33-96540 84-1158866
(State or other Jurisdiction (IRS Employer
of Incorporation) (Commission File Number) Identification No.)
161 Inverness Drive West
Englewood, Colorado 80112
(Address of principal executive
offices including Zip Code)
ICG FUNDING, LLC
(Exact name of registrant as specified in charter)
Delaware 333-40495 84-1434980
(State or other Jurisdiction (IRS Employer
of Incorporation) (Commission File Number) Identification No.)
161 Inverness Drive West
Englewood, Colorado 80112
(Address of principal executive
offices including Zip Code)
(888) 424-1144 and (303) 414-5000
(Registrant's telephone number,
including area code)
N.A.
-----------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events
On February 27, 2000, ICG Communications, Inc. (the "Company")
entered into a Preferred Stock and Warrant Purchase Agreement (the "Purchase
Agreement") with HMTF Bridge ICG, LLC ("HMTF"), Liberty Media Corporation
("Liberty") and Gleacher/ICG Investors LLC ("Gleacher") to sell an aggregate of
750,000 shares of the Company's newly issued 8% Series A Convertible Preferred
Stock due 2015, $0.01 par value (the "Preferred Stock"), and warrants (the
"Warrants") to purchase an aggregate of 10,000,000 shares of the Company's
common stock, $0.01 par value (the "Common Stock"). Pursuant to the Purchase
Agreement, the Company will issue (i) 230,000 shares of the Preferred Stock and
warrants for the purchase of an aggregate of 3,066,667 shares of Common Stock to
HMTF in exchange for $230 million; (ii) 500,000 shares of the Preferred Stock
and warrants for the purchase of an aggregate of 6,666,667 shares of Common
Stock to Liberty in exchange for $500 million; and (iii) and 20,000 shares of
the Preferred Stock and warrants for the purchase of an aggregate of 266,666
shares of Common Stock to Gleacher in exchange for $20 million. The Company
anticipates that the transaction will close within 60 days, subject to customary
closing conditions.
Dividends on the Preferred Stock will accrete and cumulate quarterly
from the date of issuance at an annual rate of 8% of the then effective
liquidation preference. Dividends will be computed on the basis of a 360-day
year of twelve 30-day months and will be payable quarterly; however, until the
fifth anniversary of the issuance of the Preferred Stock, dividends will be
added cumulatively and remain part of the liquidation preference. After such
date, dividends may be paid in cash. Dividends not declared and paid in cash
will accrue and be added to the liquidation preference. The Preferred Stock will
rank on a parity with the Preferred Stock Mandatorily Redeemable 2009 of the
Company. Each share of Preferred Stock is convertible, at a conversion price of
$28.00 per share (subject to certain adjustments in the event of specified
changes in the Company's capital structure), at any time and at the holder's
option, based upon the then-effective liquidation preference, into shares of the
Company's Common Stock.
The Preferred Stock will have an initial preference equal to the sum
of $1,000 per share. Upon liquidation, holders of the Preferred Stock will be
entitled to receive the greater of (i) the liquidation preference plus an amount
equal to all accrued and unpaid dividends or (ii) the amount which the Preferred
Stock would receive on an as converted basis. The issuance of the Preferred
Stock is not being registered under the Securities Act of 1933, as amended, and
such Preferred Stock is being issued in a private placement pursuant to an
exemption therefrom.
The Warrants are exercisable for shares of the Company's Common
Stock at an exercise price of $34.00 per share (subject to certain adjustments
in the event of specified changes in the Company's capital structure). The
Warrants expire on the fifth anniversary of the issuance of the Warrants.
The holders of the Preferred Stock and Warrants have been granted
registration rights for the shares of Common Stock issuable upon conversion of
the Preferred Stock and upon exercise of the Warrants, respectively.
On February 28, 2000, ICG Tevis, Inc. ("ICG Tevis"), a wholly-owned
subsidiary of the Company, entered into a Share Exchange Agreement (the "Share
Exchange Agreement") with Quadrangle Investments, Inc., a wholly owned
subsidiary of Teligent, Inc. ("Teligent"), pursuant to which ICG Tevis will
receive 1,000,000 shares of Class A Common Stock of Teligent in exchange for
2,996,076 shares of the Company's Common Stock, subject to customary closing
conditions. In connection therewith, the Company entered into a Registration
Rights Agreement with Quadrangle pursuant to which the Company granted
Quadrangle registration rights with respect to the shares of the Company's
Common Stock to be issued pursuant to the Share Exchange Agreement, and Teligent
entered into a Registration Rights Agreement with ICG Tevis pursuant to which
Teligent granted ICG Tevis registration rights with respect to the shares of
Teligent's common stock to be issued pursuant to the Share Exchange Agreement.
Copies of the documents and exhibits thereto relating to the
foregoing are attached as Exhibits to this Form 8-K, each of which is
incorporated herein by reference.
Item 7. Exhibits
(c) Exhibits
10.1 Preferred Stock and Warrant Purchase Agreement, dated as
of February 27, 2000, by and between ICG Communications,
Inc., HMTF Bridge ICG, LLC, Liberty Media Corporation, and
Gleacher/ICG Investors LLC, and Exhibits thereto.
10.2 Share Exchange Agreement, dated as of February 28,
2000, between Quadrangle Investments, Inc. and ICG
Tevis, Inc.
10.3 Registration Rights Agreement, dated as of February 28,
2000, by and among Teligent, Inc. and ICG Tevis, Inc.
10.4 Registration Rights Agreement, dated as of February 28,
2000, by and among ICG Communications, Inc. and Quadrangle
Investments, Inc.
99.1 Press Release dated February 28, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated March 7, 2000 ICG COMMUNICATIONS, INC.
By: /s/ H. Don Teague
-----------------------------
H. Don Teague
Executive Vice President,
General Counsel and
Secretary
ICG HOLDINGS (CANADA) CO.
By: /s/ H. Don Teague
-----------------------------
H. Don Teague
Executive Vice President,
General Counsel and
Secretary
ICG HOLDINGS, INC.
By: /s/ H. Don Teague
-----------------------------
H. Don Teague
Executive Vice President,
General Counsel and
Secretary
ICG FUNDING, LLC
By: /s/ H. Don Teague
-----------------------------
H. Don Teague
Executive Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Preferred Stock and Warrant Purchase Agreement,
dated as of February 27, 2000, by and among ICG
Communications, Inc., HMTF Bridge ICG, LLC, Liberty
Media Corporation, and Gleacher/ICG Investors LLC,
and Exhibits thereto
10.2 Share Exchange Agreement, dated as of February 28,
2000, between Quadrangle Investments, Inc. and ICG
Tevis, Inc.
10.3 Registration Rights Agreement, dated as of February 28, 2000,
by and among Teligent, Inc. and ICG Tevis, Inc.
10.4 Registration Rights Agreement, dated as of February 28, 2000,
by and among ICG Communications, Inc. and Quadrangle
Investments, Inc.
99.1 Press Release dated February 28, 2000