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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 20, 2000
SpectraSite Holdings, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
0-27217 56-2027322
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(Commission File Number) (I.R.S. Employer Identification Number)
100 Regency Forest Drive
Suite 400
Cary, North Carolina 27511
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(Address of principal executive offices) (Zip Code)
(919) 468-0112
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(Registrant's telephone number, including area code)
Item 5. Other Events.
On November 20, 2000, SpectraSite Holdings, Inc. completed a private
placement of $200 million aggregate principal amount of its 6 3/4% senior
convertible notes due 2010 pursuant to Rule 144A promulgated under the
Securities Act of 1933, as amended. Each note is convertible into SpectraSite's
common stock at a conversion price of $21.5625 per share, subject to adjustment
in certain events. SpectraSite received net proceeds from this offering of
approximately $193.5 million, assuming that the placement agent does not
exercise its option to purchase an additional $30 million principal amount of
the notes and after deducting the placement agent's discount and offering
expenses. SpectraSite expects to use these proceeds for general corporate
purposes, including capital expenditures and to fund, in part, the acquisition
of leasehold and subleasehold interests in tower assets from affiliates of SBC
Communications. SpectraSite also agreed to file a shelf registration statement
covering the resale of the notes and the common stock issuable upon conversion
of the notes. Copies of the indenture, form of note and registration rights
agreement are being filed with this report as Exhibits 4.1, 4.2 and 4.3
respectively.
On November 20, 2000, SpectraSite completed the private sale of
4,000,000 shares of its common stock to Trimaran Fund II, L.L.C. and certain
other investors participating in the Trimaran investment program. The Trimaran
investors also received warrants to purchase up to an additional 1.5 million
shares of common stock and certain registration rights, including the right to a
resale shelf registration and one demand registration. The requisite
stockholders party to our stockholders' agreement are expected to approve an
amendment to that agreement to provide that so long as the Trimaran investors
and Canadian Imperial Bank of Commerce and their respective affiliates own
collectively 5% or more of SpectraSite's outstanding stock, Caravelle Investment
Fund, L.L.C. and affiliates of Canadian Imperial Bank of Commerce will have the
right to designate a representative to attend the meetings of SpectraSite's
board of directors as an observer. SpectraSite expects to use the $75 million of
proceeds from the Trimaran investment to partially fund the initial closing of
the SBC tower transaction and for general corporate purposes. Copies of the
registration rights agreement, warrant agreement, purchase agreement and
stockholders' agreement amendment are being filed with this report as Exhibits
4.4, 4.5, 4.6 and 10.1, respectively.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
4.1 Indenture, dated as of November 20, 2000, between
SpectraSite Holdings, Inc. and United States Trust
Company of New York, as trustee.
4.2 Form of Note (contained in Exhibit 4.1 hereto as
Exhibit A).
4.3 Registration Rights Agreement, dated as of November
20, 2000, between SpectraSite Holdings, Inc. and
Morgan Stanley & Co. Incorporated.
4.4 Registration Rights Agreement, dated as of November
20, 2000, among SpectraSite Holdings, Inc. and
Trimaran Fund II, L.L.C., Trimaran Capital, L.L.C.,
Trimaran Parallel Fund II, L.P., CIBC Employee
Private Equity Fund (Trimaran) Partners and CIBC
World Markets of Ireland Limited.
4.5 Warrant Agreement, dated as of November 20, 2000,
between SpectraSite Holdings, Inc. and First Union
National Bank, as Warrant Agent.
4.6 Amendment No. 1 to the Third Amended and Restated
Stockholders' Agreement, dated as of November 20,
2000.
10.1 Purchase Agreement, dated as of November 20, 2000,
among SpectraSite Holdings, Inc. and Trimaran Fund
II, L.L.C., Trimaran Capital, L.L.C., Trimaran
Parallel Fund II, L.P., CIBC Employee Private Equity
Fund (Trimaran) Partners and CIBC World Markets of
Ireland Limited.
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.
SPECTRASITE HOLDINGS, INC.
Dated: November 21, 2000 By: /s/ David P. Tomick
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David P. Tomick
Executive Vice President and
Chief Financial Officer