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Exhibit 4.5
LEHMAN BROTHERS
OFFER TO PURCHASE FOR CASH BY
GLOBIX CORPORATION
ANY AND ALL OF ITS OUTSTANDING
13% SENIOR NOTES DUE 2005
February 8, 2000
Dear Holder,
We understand that you may beneficially own certain of the 13% Senior
Notes due 2005 (the "Notes") of Globix Corporation, a Delaware corporation (the
"Company"). As more fully described below, the Company is offering to purchase,
for cash (the "Offer"), any and all of these outstanding Notes through a tender
offer that commences at 9:00 a.m., New York City time, on Tuesday, February 8,
2000 and expires at 5:00 p.m., New York City time, on Tuesday, March 7, 2000,
unless otherwise extended by the Company (the "Tender Period"). Lehman Brothers
Inc. ("Lehman Brothers") is the exclusive dealer-manager in connection with the
Offer.
1. THE OFFER TO PURCHASE. The Company hereby offers to purchase,
commencing at 9:00 a.m., New York City time, on Tuesday, February 8, 2000, any
and all of the Notes at a purchase price of 106.5% of the aggregate principal
amount, plus accrued and unpaid interest on the principal amount up to, but not
including, the Settlement Date (the "Purchase Price"). The "Settlement Date" in
respect of any tendered Notes will be the third New York City business day
following the date on which the registered holder of the Notes (a "Holder")
tenders such Notes and the same are accepted for purchase in accordance with the
Offer (the "Tender Date"). Tenders will be accepted after 9:00 a.m. and before
5:00 p.m., New York City time, on any New York City business day during the
Tender Period, and at such other times during the Tender Period as determined by
Lehman Brothers.
2. EXPIRATION OF OFFER; PAYMENT FOR NOTES. The Offer will expire at
5:00 p.m., New York City time, on Tuesday, March 7, 2000, unless extended as
provided herein by the Company (such date or the latest date to which the Offer
is extended being the "Expiration Date"). The Company expressly reserves the
right to extend the Offer on a daily basis or from time to time for such period
or periods as the Company may determine in its sole discretion from time to time
by making a public announcement by press release to the Dow Jones News
Service prior to 9:00 a.m., New York City time, on any date not later than the
next business day following the previously scheduled Expiration Date.
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Payment for any Notes purchased pursuant to the Offer will be made on
the applicable Settlement Date, which will be the third New York City business
day following the Tender Date in accordance with the procedures set forth below.
Payment for Notes purchased pursuant to the Offer will be made in immediately
available funds.
3. NO RECOMMENDATION. NEITHER THE COMPANY NOR LEHMAN BROTHERS MAKES ANY
RECOMMENDATION AS TO WHETHER ANY HOLDER SHOULD TENDER OR REFRAIN FROM TENDERING
ALL OR ANY PORTION OF SUCH HOLDER'S NOTES, AND NO ONE HAS BEEN AUTHORIZED BY
EITHER OF THEM TO MAKE ANY SUCH RECOMMENDATION. HOLDER'S MUST MAKE THEIR OWN
DECISION AS TO WHETHER TO TENDER NOTES, AND IF SO, THE PRINCIPAL AMOUNT OF NOTES
TO TENDER.
4. THE NOTES. As of the date of this Offer to Purchase, $160 million in
principal amount of Notes were outstanding. The Notes were issued pursuant to
the Original Indenture (as defined below), to which reference is made for a
complete description of the terms of the Notes. The Notes are issued in global
form, and are registered in the name of Cede & Co., the nominee of The
Depository Trust Company.
5. AMENDMENTS TO THE TERMS OF THE NOTES. In connection with this Offer,
and pursuant to Section 902 of the indenture, dated April 30, 1998, that governs
the Notes (the "Original Indenture"), the Company solicited and received the
consents of the beneficial and record owners of a majority in aggregate
principal amount of the outstanding Notes to amend the Original Indenture and
remove certain restrictive covenants (the "Amendments"). The Company and HSBC
Bank USA, as the trustee, have executed a supplemental indenture, dated February
4, 2000 (the "Supplemental Indenture" and together with the Original Indenture,
the "Indenture"), that incorporates these Amendments. However, the Supplemental
Indenture, by its terms, shall be deemed null and void, and the provisions of
the Original Indenture modified or eliminated by the Supplemental Indenture
shall be immediately reinstated, if the Company fails to purchase, by accepting
for payment, any and all of the Notes that are validly tendered pursuant to the
Offer.
THE SUPPLEMENTAL INDENTURE IS BINDING ON ALL NON-TENDERING HOLDERS. See
Sections 8, 9 and 10 for discussions of certain factors that you should consider
in evaluating the Offer.
The summary of the Amendments to the Original Indenture set forth below
is qualified in its entirety by reference to the full and complete terms
contained in the Supplemental Indenture. Holders may obtain copies of the
Supplemental Indenture without charge from the Company. Capitalized terms used
in this section, but not defined herein, shall have the meanings given thereto
in the Indenture.
The Amendments to the Original Indenture are as follows:
Restrictive Covenants. The Amendments deleted in their entireties the
following restrictive covenants and any references thereto from the Indenture.
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Section 1008 - Limitation on Indebtedness. Restricted the ability of
the Company or its Subsidiaries to incur additional
Indebtedness.
Section 1009 - Limitation on Restricted Payments. Restricted the
ability of the Company and its Subsidiaries to make
Restricted Payments, including (i) dividends or payments
in respect of stock or (ii) retirement or other payments
of obligations subordinated to the Notes prior to the
scheduled maturity or scheduled repayment of principal.
Section 1010 - Limitation on Transactions with Affiliates. Restricted
the ability of the Company and its Subsidiaries to
engage in transactions with Affiliates.
Section 1011 - Limitation on Liens. Restricted the Company and its
Subsidiaries from incurring any liens on their property
and assets.
Section 1013 - Limitations on Issuances of Guarantees of Indebtedness.
Restricted the ability of Subsidiaries to Guarantee
Indebtedness.
Section 1015 - Limitation on Sale and Leaseback Transactions.
Restricted the Company and its Subsidiaries from
entering into any sale and leaseback transactions.
Section 1016 - Limitations on Subsidiary Capital Stock. Restricted the
ability of Subsidiaries to issue Capital Stock, and the
ability of any Person to acquire Capital Stock of any
Subsidiary from the Company or any Subsidiary.
Section 1017 - Limitation on Dividend and Other Payment Restrictions
Affecting Subsidiaries. Restricted the Company and its
Subsidiaries from creating or permitting any
restrictions which would prevent such Subsidiaries,
among other things, from paying dividends, making loans
or advances or transferring property or assets to the
Company or any other such Subsidiary.
Section 1018 - Limitations on Unrestricted Subsidiaries. Restricted the
ability of the Company and its Subsidiaries from making
investments in, or creating, Unrestricted Subsidiaries.
Section 1019 - Provision of Financial Statements. Required the Company
to adhere to certain reporting requirements whether or
not they are subject to Sections 13(a) and 15(d) of the
Exchange Act.
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Section 1022 - Limitation on Business. Restricted the Company from
engaging in any business which is not substantially an
Internet Service Business.
Article 8. The Amendments also modified Article 8 of the Indenture,
which relates to any sale, assignment, conveyance, transfer or disposition of
all or substantially all of the properties and assets of the Company. In
particular, the Amendments deleted the requirements in Section 801(a) that, as a
condition to any such transaction, the Company:
- must be able to incur certain additional indebtedness;
- must be able to satisfy certain limitations on liens;
and
- must not impair any authorization or consent that
would have a material adverse affect on the Company's
business, financial condition or results of operations.
Definitions. The Amendments also deleted all definitions from the
Original Indenture that relate solely to the above-mentioned sections of the
Original Indenture because any references to such defined terms would be
eliminated by the Amendments or because they otherwise would not be used.
6. PURPOSE OF THE OFFER. The purpose of the Offer is to acquire all
outstanding Notes in accordance with the arrangement reached between the Company
and the beneficial owners of a majority of the outstanding principal amount of
the Notes as consideration for the consents to amend the Original Indenture in
accordance with the Supplemental Indenture. There was no additional
consideration for the consents provided in connection with the execution of the
Supplemental Indenture.
From time to time in the future, the Company or its affiliates may
acquire Notes, if any, which remain outstanding following consummation of the
Offer through open market purchases, privately negotiated transactions, tender
offers, exchange offers or otherwise, upon such terms and at such prices as it
may determine, which may be more or less than the price to be paid pursuant to
the Offer and could be for cash or other consideration. Alternatively, pursuant
to the provisions of the Notes and the Indenture, the Company may choose to
redeem or contractually defease the Notes. There can be no assurance as to
which, if any, of these alternatives (or combinations thereof) the Company will
pursue.
7. SOURCE AND AMOUNT OF FUNDS. The Company will finance the aggregate
Purchase Price of all Notes validly tendered in the Offer through the receipt of
funds from its $600 million offering of 12.5% Senior Notes due 2010, which
closed on February 8, 2000.
8. CERTAIN MATTERS RELATED TO THE OFFER. Notes purchased pursuant to
the Offer will be delivered to the Trustee for cancellation. The purchase of
Notes pursuant to the Offer will reduce the aggregate principal amount of Notes
that otherwise might trade publicly, which would adversely affect the liquidity,
market value and price volatility of the remaining Notes held by the public. To
the extent a market continues to exist for any remaining Notes after the
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consummation of the Offer, the Notes may trade at a discount compared to present
trading prices depending on prevailing interest rates, the market for securities
with similar credit features, the performance of the Company and other factors,
including the elimination of the restrictive covenants in the Original
Indenture. There is no assurance that an active market in the Notes will exist
and no assurance as to the price at which the Notes may trade following the
Offer. To the Company's knowledge, the Notes are traded infrequently in
transactions arranged through brokers and no reliable pricing information for
the Notes is available. Holders of Notes are urged to contact their brokers to
obtain the best available information as to the current market prices.
Notes not purchased pursuant to the Offer will remain outstanding. The
Amendments eliminate (or, in certain cases, amend) a substantial number of the
restrictive covenants contained in the Indenture with respect to any Notes that
remain outstanding after the Expiration Date and non-tendering Holders thereof
will no longer be entitled to the benefit of (or, in the case of amendments, the
same benefit under) such provisions. The elimination (or, in certain cases,
amendment) of these restrictive covenants may permit the Company to take actions
that could increase the credit risks with respect to the Company faced by
Holders, adversely affect the market price of the remaining Notes or otherwise
be adverse to the interest of Holders.
9. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a general
summary of certain federal income tax consequences of the adoption of the
Amendments and the sale of Notes to the Company pursuant to the Offer. The
summary does not address the federal income tax consequences to all categories
of Holders, and certain Holders (including insurance companies, partnerships,
tax-exempt organizations, financial institutions, brokers, dealers, nonresident
aliens, foreign corporations, and foreign estates and trusts) might be subject
to special rules not discussed below. This discussion is directed to Holders
which are United States persons and hold the Notes as capital assets. The
summary does not discuss federal tax consequences other than income tax
consequences, and does not discuss foreign, state or local income or other tax
laws. This summary is based upon current provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), applicable Treasury Regulations promulgated
thereunder, judicial authority and current Internal Revenue Service ("IRS")
rulings and practice, all of which are subject to change, possibly on a
retroactive basis.
EACH HOLDER IS URGED TO CONSULT ITS ADVISOR REGARDING THE FEDERAL,
STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF TENDERING THE NOTES PURSUANT
TO THE OFFER, OR RETAINING THE NOTES, IN LIGHT OF SUCH HOLDER'S PARTICULAR
CIRCUMSTANCES.
Adoption of the Amendments. Although there is no authority directly on
point, Holders should not recognize any income, gain or loss for federal income
tax purposes as a result of the adoption of the Amendments. The IRS could
assert, however, that as a result of the adoption of the Amendments, Holders
exchanged, within the meaning of Section 1001 of the Code, their Notes for "new"
Notes (the "New Notes"). If the IRS successfully asserts that Holders exchanged
their Notes for New Notes, the deemed exchange should qualify as a
recapitalization for federal income tax purposes, and, as a result, Holders
would generally not recognize gain
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or loss as a result of the deemed exchange. If a deemed exchange of the Notes
for New Notes were not treated as a recapitalization, subject to the market
discount rules discussed below, Holders would recognize gain or loss on such
deemed exchange equal to the difference between the fair market value of the New
Notes on the date of the deemed exchange and such Holder's adjusted tax basis in
the Notes, and Holders would have a new holding period for the Notes.
Sale of Notes Pursuant to the Offer. In general, a Holder who receives
cash in exchange for Notes pursuant to the Offer will recognize gain or loss
equal to the difference between the amount of cash received (other than cash
attributable to accrued interest not previously taxed to the Holder, which will
be taxable as ordinary income) and such Holder's adjusted tax basis in such
Notes. Subject to the discussion in "Adoption of the Amendments" above, a
Holder's adjusted tax basis for a Note generally will equal the price such
Holder paid for the Note, increased by any market discount previously included
in income by such Holder pursuant to an election to include market discount in
gross income currently as it accrues and reduced by a portion of amortizable
bond premium which the Holder has previously elected to deduct from gross income
on an annual basis.
Such gain or loss will be capital gain or loss and will be long term
capital gain or loss if the Holder has held the Note for more than one year at
the time of sale. An exception to the capital gain treatment described above may
apply to a Holder who purchased a Note at a market discount. Subject to a
statutory de minimis exception, market discount is the excess of the principal
amount of such Note over the Holder's tax basis in such Note immediately after
its acquisition by such Holder. In general, unless the Holder has elected to
include market discount in income currently as it accrues (on a straight line
basis or, at the election of the Holder, on a constant interest basis), any gain
recognized by a Holder on the sale of a Note having market discount generally
will be treated as ordinary income to the extent of the market discount that has
accrued while such Note was held by the Holder.
10. PROCEDURES FOR TENDERING NOTES AND ACCEPTING THIS OFFER. Subject to
the terms of the Offer, tenders will be accepted after 9:00 a.m. and before 5:00
p.m., New York City time, on any New York City business day during the Tender
Period. All tenders will be executed in the customary manner of a corporate bond
trade through Lehman Brothers. Please do not send your Notes to the Company or
Lehman Brothers; rather, follow the tendering procedure described herein.
If you have an account with Lehman Brothers and desire to tender all or
any portion of the principal amount of your Notes, please contact your
representative at Lehman Brothers. If you do not currently have an account with
Lehman Brothers and desire to tender all or any portion of the principal amount
of your Notes, you must handle this matter through a broker, dealer, commercial
bank, trust company or other financial institution (collectively, a "broker").
Holders will not be required to pay any fee or commission to Lehman Brothers if
such Holders have an account with Lehman Brothers. Holders may, however, be
required to pay fees or commissions if Holders use a broker other than Lehman
Brothers.
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If any Holder has any questions regarding how to tender Notes, please
contact Ray Kahn of Lehman Brothers toll-free at (800) 438-3242 or collect at
(212) 528-7581.
All questions as to the validity, form, eligibility (including time of
receipt), agreement to tender and acceptance of any tender of the Notes shall be
determined by the Company, in its sole discretion, which determination shall be
conclusive and binding. The Company reserves the absolute right to reject, at
any time prior to payment of the Purchase Price for any Notes, any and all
tenders not in proper form or for which acceptance for payment or payment would,
in the opinion of the Company's counsel, be unlawful. The Company also reserves
the absolute right to waive any defects in tender with regard to any particular
Note. Neither the Company nor Lehman Brothers shall be under any duty to give
notification to tendering Holders of any defects or irregularities in tenders,
and neither of them shall incur any liability for failure to give any such
notification. Subject to the foregoing, Notes will be irrevocably accepted when
validly tendered.
The acceptance of the Offer by a Holder as set forth above will
constitute an agreement between the tendering Holder and the Company in
accordance with the terms and subject to the conditions of the Offer. The
acceptance of the Offer by a tendering Holder will constitute an agreement by
such Holder to deliver good and marketable title to all Notes tendered by such
Holder on the appropriate Settlement Date free and clear of all liens, charges,
claims, encumbrances, interests or restrictions of any kind. A tender of Notes
pursuant to this Offer becomes irrevocable by the relevant Holder at the time of
the tender. The Holder will not have any rights to withdraw Notes once they have
been tendered.
11. WITHDRAWAL AND AMENDMENT. To the extent legally permitted, the
Company expressly reserves the absolute right, in its sole discretion, to waive
any provision of the Offer or amend any of the terms of the Offer, other than
the Purchase Price or the requirement that Purchase Price be paid in cash. Any
waiver, amendment, or modification to the Offer will apply only to those Notes
which have not been accepted for purchase following their tender to the Company.
If the Company materially changes the terms of the Offer, the Company
will notify Holders, disseminate additional tender offer materials and extend
the Offer to the extent required by law. Following completion of the Offer, the
Company may purchase additional Notes in the open market, in privately
negotiated transactions, through subsequent tender offers or otherwise. Any
future purchases may be on the same terms or on terms which are more or less
favorable to Holders than the terms of the Offer. Any future purchases by the
Company will depend on various factors existing at that time.
Any extension or amendment will be followed as promptly as practicable
by public announcement thereof, the announcement in the case of an extension to
be issued no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled applicable Expiration Date. Without limiting the
manner in which the Company may choose to make any public announcement, the
Company shall have no obligation to publish, advertise
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or otherwise communicate any such public announcement other than by issuing a
release to the Dow Jones News Service.
12. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The Company
currently complies with the informational requirements of Section 13 and 15 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the SEC. Such
reports and other information can be inspected and copied at the public
reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and should be available at the SEC's
regional offices at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies of such material may be obtained from the Public
Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The following documents filed by the Company with the SEC are
incorporated herein by reference and shall be deemed to be a part hereof:
1. Annual Report of the Company on Form 10-K for the fiscal year ended
September 30, 1999; and
2. Current Report of the Company on Form 8-K dated January 13, 2000.
All documents and reports, if any, filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Offer to Purchase and prior to the expiration of the Offer made hereby shall be
deemed incorporated herein by reference and shall be deemed to be a part hereof
from the date of filing of such documents and reports. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Offer to
Purchase to the extent that a statement contained herein or in any subsequently
filed document or report that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Offer to Purchase.
13. DEALER MANAGER AND INFORMATION AGENT. Lehman Brothers has been
retained to act on behalf of the Company as dealer manager in connection with
the Offer and the Company has agreed to pay Lehman a fee upon the acceptance of
the Notes purchased pursuant to the Offer. Lehman Brothers will also be
reimbursed by the Company for Lehman Brothers' reasonable out-of-pocket expenses
incurred in connection with the solicitation and the Offer. The Company has
agreed to indemnify Lehman Brothers against certain liabilities and expenses in
connection with the solicitation and the Offer.
Lehman Brothers provides other investment banking and financial
advisory services to the Company. At any given time, Lehman Brothers may trade
the Notes for its own account or for the accounts of customers and, accordingly,
may hold a long or short position in the Notes.
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D.F. King & Co., Inc. has been appointed as information agent for the
Offer. Requests for additional copies of this Offer to Purchase or other related
materials may be directed to the information agent at the address and telephone
numbers set forth below for the information agent under "Other Matters." Holders
may also contact their broker, dealer, commercial bank or trust company for
assistance concerning the Offer.
Neither the dealer manager nor the information agent assume any
responsibility for the accuracy or completeness of the information concerning
the Company, its affiliates or the Notes contained in this Offer to Purchase.
14. OTHER MATTERS. The Offer is being made to all record and beneficial
holders of Notes. The Offer is not contingent upon the tender of any minimum
principal amount of Notes. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) Holders in any jurisdiction in which the making
or acceptance thereof would not be in compliance with securities, blue sky or
other laws of such jurisdiction. The Company is not aware of any jurisdiction in
which the making of the Offer or the tender of Notes pursuant thereto would not
be in compliance with the laws of such jurisdiction. If the Company becomes
aware of any state law prohibiting the making of the Offer or tender of Notes
pursuant thereto in such state, the Company will make a good faith effort to
comply with any such state statute or seek to have such state statute declared
inapplicable to the Offer. If, after such good faith effort, the Company cannot
comply with any such state statute, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) holders of Notes in such state. In any
jurisdiction in which the Offer is required to be made by a licensed broker or
dealer, the Offer is deemed to be made by the dealer manager on behalf of the
Company.
No person has been authorized to give any information or to make any
representations other than those contained herein and, if given or made, such
information or representations must not be relied upon as having been
authorized. Neither the delivery of this Offer to Purchase and related documents
or attachments nor any purchase of Notes shall, under any circumstances, create
any implication that the information contained herein or therein is current as
of any time subsequent to the date of such information.
If you have any questions, please contact Ray Kahn of Lehman Brothers
at (800) 438-3242 or collect at (212) 528-7581. Requests for additional copies
of the Offer to Purchase may also be directed to D.F. King & Co., Inc. as
information agent, 77 Water Street, New York, New York 10005, by telephone at
(800) 714-3305 or collect at (212) 269-5550.
LEHMAN BROTHERS INC.
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LEHMAN BROTHERS
GLOBIX CORPORATION
OFFER TO PURCHASE FOR CASH
ANY AND ALL OF ITS OUTSTANDING
13% SENIOR NOTES DUE 2005
February 8, 2000
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
Enclosed for your consideration is an Offer to Purchase dated February
8, 2000 (as it may be supplemented from time to time, the "Offer to Purchase")
relating to the offer (the "Offer") by Globix Corporation (the "Company") to
purchase for cash any and all of its outstanding 13% Senior Notes due 2005 (the
"Notes") at a purchase price (the "Purchase Price") equal to 106.5% of the
aggregate principal amount of the Notes, plus accrued and unpaid interest up to,
but not including, the Settlement Date (as defined in the Offer to Purchase).
The Offer is more fully described in, and subject to the terms and conditions
in, the Offer to Purchase.
All capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Offer to Purchase.
We are asking you to contact your clients for whom you hold Notes
registered in your name or in the name of your nominee. THE NOTES ARE DTC
ELIGIBLE. YOU MAY HAVE POSITIONS REGISTERED IN YOUR NOMINEE NAME OR AT DTC OR
BOTH. PLEASE REVIEW ALL SOURCES.
The Company will not pay fees or commissions to any broker or dealer or
other person for soliciting tenders of Notes pursuant to the Offer. You will be
reimbursed for customary mailing and handling expenses incurred by you in
forwarding the enclosed materials to your clients. The Company will pay all
transfer taxes, if any, applicable to the transfer and sale of Notes to it or
its order pursuant to the Offer.
FOR YOUR INFORMATION AND FOR FORWARDING TO YOUR CLIENTS, WE ARE
ENCLOSING THE OFFER TO PURCHASE DATED FEBRUARY 8, 2000.
THERE IS NO LETTER OF TRANSMITTAL FOR THIS TRANSACTION. ALL TENDERS
WILL BE EXECUTED IN THE CUSTOMARY MANNER OF A CORPORATE BOND TRADE
THROUGH LEHMAN BROTHERS. PLEASE CALL LEHMAN BROTHERS AT (800) 428-3242 OR
COLLECT AT (212) 528-7581 TO EXECUTE YOUR CLIENT'S TENDER. ALL TENDERS WILL
SETTLE THROUGH NORMAL PROCEDURES.
WE URGE YOU TO CONTACT YOUR CLIENTS AS SOON AS POSSIBLE. THE OFFER WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, MARCH 7, 2000 UNLESS
EXTENDED BY THE COMPANY.
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Any questions about the Offer or questions concerning procedures for
tendering Notes and requests for additional copies of the Offer to Purchase may
be directed to Ray Kahn of Lehman Brothers, as Dealer Manager, at (800) 438-3242
or collect at (212) 528-7581. Requests for additional copies of the Offer to
Purchase may also be directed to D.F. King & Co., Inc., as the information
agent, at (800) 714-3305 or collect at (212) 269-5550.
Very truly yours,
LEHMAN BROTHERS INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY PERSON AN AGENT OF THE COMPANY OR LEHMAN BROTHERS, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY
OF THEM WITH RESPECT TO THE OFFER NOT MADE IN THE OFFER TO PURCHASE.
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LEHMAN BROTHERS
GLOBIX CORPORATION
OFFER TO PURCHASE FOR CASH
ANY AND ALL OF ITS OUTSTANDING
13% SENIOR NOTES DUE 2005
THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 7, 2000, UNLESS
EXTENDED (THE "EXPIRATION DATE").
February 8, 2000
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated February
8, 2000 (as it may be supplemented from time to time, the "Offer to Purchase")
relating to the offer (the "Offer") by Globix Corporation (the "Company") to
purchase for cash any and all of its outstanding 13% Senior Notes due 2005 (the
"Notes") at a purchase price (the "Purchase Price") equal to 106.5% of the
aggregate principal amount of the Notes, plus accrued and unpaid interest up to,
but not including, the Settlement Date (as defined in the Offer to Purchase).
The Offer is more fully described in, and subject to the terms and conditions
in, the Offer to Purchase.
All capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Offer to Purchase.
If you have an account with Lehman Brothers and desire to tender all or
any portion of the principal amount of your Notes, please contact your
representative at Lehman Brothers. If you do not currently have an account with
Lehman Brothers and desire to tender all or any portion of the principal amount
of your Notes, the Company requests that you handle this matter through your
broker, dealer, commercial bank, trust company or other financial institution
(collectively, a "broker"). Holders will not be required to pay any fee or
commission to Lehman Brothers if such holders have an account with Lehman
Brothers. Holders may, however, be required to pay fees or commissions if
holders use a broker other than Lehman Brothers.
THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY,
MARCH 7, 2000 UNLESS EXTENDED BY THE COMPANY.
ALL TENDERS WILL BE EXECUTED IN THE CUSTOMARY MANNER OF A CORPORATE
BOND TRADE THROUGH LEHMAN BROTHERS.
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Any questions about the Offer or questions concerning procedures for
tendering Notes and requests for additional copies of the Offer to Purchase may
be directed to Ray Kahn of Lehman Brothers, as Dealer Manager, at (800) 438-3242
or collect at (212) 528-7581. Requests for additional copies of the Offer to
Purchase may also be directed to D.F. King & Co., Inc., as information agent, at
(800) 714-3305 or collect at (212) 269-5550.
Very truly yours,
LEHMAN BROTHERS INC.
NEITHER THE COMPANY NOR LEHMAN BROTHERS MAKES ANY RECOMMENDATION THAT
ANY HOLDER TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF SUCH HOLDER'S
NOTES, AND NO ONE HAS BEEN AUTHORIZED BY EITHER OF THEM TO MAKE SUCH
RECOMMENDATION. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER
NOTES, AND IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.
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