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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: July 18, 2000
(Date of earliest event reported: July 17, 2000)
VERIO INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-24219 84-1339720
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
8005 South Chester Street, Suite 200, Englewood, Colorado 80112
(Address of Principal Executive Offices) (Zip Code)
(303) 645-1900
(Registrant's telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
In connection with the Agreement and Plan of Merger, dated as of May 7,
2000, among NTT Communications Corporation ("NTT Communications"), Chaser
Acquisition, Inc. ("Purchaser") and the Registrant (the "Merger Agreement"), the
Registrant commenced, on July 17, 2000, a tender offer to purchase for cash any
and all of its outstanding 10 5/8% Senior Notes due 2009, 11 1/4% Senior Notes
due 2008, 10 3/8% Senior Notes due 2005 and 13 1/2% Senior Notes due 2004
(collectively, the "Senior Notes"), in each case for the applicable purchase
price described below. The offer with respect to each series of Senior Notes
(each a "Debt Offer" and, collectively, the "Debt Offers") is being made upon
the terms and subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement dated July 17, 2000 (as amended or supplemented
from time to time, the "Debt Offer to Purchase") and accompanying Letter of
Transmittal and Consent (together with the Debt Offer to Purchase, the "Debt
Documents"). Each Debt Offer and Consent Solicitation (as defined below) is
being made with respect to one series of Senior Notes.
Under the terms of the Debt Documents, the purchase price for each
$1,000 principal amount of each series of Senior Notes will be calculated based
on the yield to the earliest redemption date on an applicable United States
Treasury reference security, plus a fixed spread for each series of Senior
Notes, less the consent payment described below. The consideration to holders of
each series of Senior Notes will also include accrued and unpaid interest. The
following table sets forth the information for each series of Senior Notes to
which the Debt Offers apply:
OUTSTANDING
AGGREGATE REDEMPTION
CUSIP PRINCIPAL SECURITY EARLIEST AMOUNT U.S. TREASURY FIXED
NO. BALANCE DESCRIPTION REDEMPTION DATE PER $1,000 REFERENCE SECURITY SPREAD
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923433AH9 $ 100,000,000 13 1/2% Senior 06/15/02 $1,067.50 6 5/8% due May 31, 0.375%
Notes due 2004 2002
923433AG1 $ 175,000,000 10 3/8% Senior 04/01/02 $1,051.88 6 1/2% due March 31, 0.375%
Notes due 2005 2002
923433AL0 $ 400,000,000 11 1/4% Senior 12/01/03 $1,056.25 4 1/4% due Nov. 15, 0.500%
Notes due 2008 2003
923433AN6 $ 400,000,000 10 5/8% Senior 11/15/04 $1,053.13 5 7/8% due Nov. 15, 0.600%
Notes due 2009 2004
Total: $1,075,000,000
The consideration to holders for each series of Senior Notes will be
fixed two days prior to the expiration of the Debt Offer for the particular
series of Senior Notes. Each Debt Offer will expire at 11:59 p.m., New York City
time, on Friday, August 11, 2000, unless such Debt Offer is extended or earlier
terminated by the Registrant.
The Senior Notes were issued pursuant to Indentures, dated as of June
24, 1997, March 25, 1998, November 25, 1998 and November 19, 1999 (collectively,
the "Indentures"), between the Registrant and U.S. Bank Trust National
Association, as trustee (the "Trustee"). In connection with the Debt Offers, the
Registrant is also soliciting (each a "Consent Solicitation" and, collectively,
the "Consent Solicitations") consents (the "Consents") to the adoption of
certain amendments (the "Proposed Amendments") to each of the Indentures to
eliminate or amend certain provisions of the Indentures, and to the execution
and delivery by the Registrant and the Trustee of a supplemental indenture with
respect to each of the Indentures containing the Proposed Amendments.
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Under the terms of the Debt Documents, each holder who tenders Senior
Notes and valid Consents to the Proposed Amendments prior to the applicable
consent time and does not revoke such Consents will be paid $30 in cash for each
$1,000 in principal amount of the Senior Notes for which Consents have been
delivered. The consent time for each Consent Solicitation is 5:00 p.m., New York
City time, on Friday, July 28, 2000, unless such consent time is extended or
earlier terminated by the Registrant. Holders tendering their Senior Notes are
required to consent to the Proposed Amendments to the Indentures.
The Debt Offers and Consent Solicitations are being made in connection
with the acquisition of the Registrant by Purchaser under the terms of the
Merger Agreement. The Merger Agreement was filed previously as an exhibit to the
Registrant's Form 8-K filed with the Securities and Exchange Commission (the
"Commission") on May 8, 2000. Pursuant to the Merger Agreement, and upon the
terms and subject to the conditions thereof and as set forth in the Offer to
Purchase, dated May 17, 2000 (the "Offer to Purchase"), and in the related
Letters of Transmittal (which, together with the Offer to Purchase, as amended
or supplemented from time to time, constitute the "Offer"), Purchaser has
commenced a cash tender offer for (i) all of the issued and outstanding shares
of common stock, par value $.001 per share, of the Registrant (other than shares
of common stock already owned by NTT Communications and its subsidiaries), at a
purchase price of $60.00 per share, net to the seller in cash, without interest
thereon, (ii) all of the issued and outstanding shares of Series A 6.75%
convertible preferred stock, par value $.001 per share, of the Registrant, at a
purchase price of $62.136 per share, plus, if the purchase of the shares of
convertible preferred stock pursuant to the Offer occurs after July 31, 2000,
all accumulated and unpaid dividends on such shares of convertible preferred
stock from August 1, 2000 to and including the expiration date of the Offer, net
to the seller in cash, without interest thereon, and (iii) certain outstanding
warrants to purchase 1,306,228 shares of common stock of the Registrant.
Following the Offer, Purchaser will merge with and into the Registrant (the
"Merger") and the Registrant will become an indirect wholly-owned subsidiary of
NTT Communications. In the Merger, the remaining common and preferred
shareholders of the Registrant will become entitled to receive the per share
consideration paid in the Offer. The purpose of the Proposed Amendments to the
Indentures is to eliminate certain restrictive covenants in each of the
Indentures in order to facilitate the Registrant's ability to consummate the
Merger and to increase its operating flexibility after the consummation of the
Offer.
The Registrant's acceptance of and payment for the tendered Senior
Notes and the Consents with respect to any series of Senior Notes is subject to
certain conditions, including: (i) valid tender of a majority in outstanding
principal amount of such series of Senior Notes; (ii) execution of a
supplemental indenture for such series of Senior Notes; (iii) consummation of
the Offer; (iv) funding provided by NTT Communications to purchase the tendered
Senior Notes and make the payments for the Consents; and (v) satisfaction of
certain general conditions.
If the Consents are obtained and the supplemental indentures with
respect to any series of Senior Notes become effective, any Senior Notes of such
series not tendered and accepted for payment will not have the benefits of
certain restrictive covenants and other related provisions of the Indentures
that will be eliminated or amended by the Proposed Amendments.
Merrill Lynch & Co. is the exclusive dealer manager and solicitation
agent for the Debt Offers and Consent Solicitations.
The Registrant has obtained a loan commitment from NTT Communications
to provide debt financing of up to $1.3 billion to fund the payments pursuant to
the Debt Offers and Consent Solicitations. A copy of the loan commitment is
filed hereto as Exhibit 99.1. The funding of this financing is subject to
certain conditions, including the consummation of the Offer by Purchaser.
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On July 17, 2000, the Registrant issued a press release announcing the
commencement of the Debt Offers and Consent Solicitations in connection with the
mailing of the Debt Documents on or about the same date to holders of the Senior
Notes. The press release is filed hereto as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
99.1 Loan commitment letter agreement between NTT Communications
Corporation and the Registrant, dated July 17, 2000.
99.2 Press release issued by the Registrant, dated July 17, 2000.
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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.
VERIO INC.
By: /s/ Carla Hamre Donelson
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Carla Hamre Donelson
Vice President, General Counsel and Secretary
Dated: July 18, 2000
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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99.1 Loan commitment letter agreement between NTT Communications
Corporation and the Registrant, dated July 17, 2000.
99.2 Press release issued by the Registrant, dated July 17, 2000.