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):
November 17, 1999
-----------------
NEXTLINK Communications, Inc.
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
000-22939 91-1738221
--------------- ----------
(Commission File Number) (I.R.S. Employer Identification No.)
500 108th Avenue N.E., Suite 2200
Bellevue, Washington 98004
---------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code:(425) 519-8900
Not Applicable
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 5. Other Events.
On November 17, 1999, NEXTLINK Communications, Inc. (NASDAQ: NXLK)
("NEXTLINK") sold through a private placement pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act"), $400.0 million of 10
1/2 percent Senior Notes due 2009 and $455.0 million at stated maturity of 12
1/8 percent Senior Discount Notes due 2009 to "qualified institutional
investors" as such term is defined in Rule 144A of the Securities Act and
outside the United States under Regulation S of the Securities Act. NEXTLINK's
received net proceeds from the transactions equal to approximately $639.6
million.
NEXTLINK intends to use substantially all of the net proceeds from this
debt offering to expand the company's networks and services, introduce new
technologies and to fund operating losses, working capital and possible
acquisitions.
NEXTLINK proposes to enter into $1,000.0 million of senior secured credit
facilities that have been underwritten by a syndicate of banks and other
financial institutions. The credit facilities will consist of a $425.0 million
tranche A term loan facility, a $150.0 million tranche B term loan facility and
a $425.0 million revolving credit facility. NEXTLINK expects that it will borrow
$300.0 million under these facilities at the closing of the proposed secured
credit facilities. The proposed secured credit facilities are currently in
general syndication and are subject to customary conditions for a transaction of
this type, including completion of definitive documentation and finalization of
terms and conditions. NEXTLINK expects to close the proposed secured credit
facilities by the end of 1999.
All obligations under the credit facilities will be secured by NEXTLINK's
telecommunications assets purchased using the proceeds thereof, other assets up
to $125.0 million, all intercompany receivables owed to NEXTLINK by its
subsidiaries and the stock of NEXTLINK's direct subsidiaries. NEXTLINK's
subsidiaries will guarantee $125.0 million of the obligations allocated ratably
among the credit facilities.
The revolving credit facility and the tranche A term loan facility are
expected to mature on December 31, 2006, and the tranche B term loan facility is
expected to mature on June 30, 2007. The maturity date for each of the
facilities is expected to automatically be accelerated to October 31, 2005
unless we have refinanced our $350.0 million 12 1/2% Senior Notes by April 15,
2005.
Amounts drawn under the revolving credit facility and the term loans are
expected to bear interest, at the option of NEXTLINK, at the alternate base rate
or reserve-adjusted London Interbank Offered Rate (LIBOR) plus, in each case,
applicable margins.
-2-
The credit agreement will contain customary negative covenants restricting
and limiting NEXTLINK's ability to engage in certain activities and customary
events of default, including an event of default upon certain changes of
control.
-3-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEXTLINK COMMUNICATIONS, INC.
Dated: November 18, 1999 By: /s/ R. Bruce Easter, Jr.
------------------------------
Name: R. Bruce Easter, Jr.
Title:Vice President
-4-