— 10.75% Dollar-Denominated Senior Secured Notes due in 2014 (“Dollar Notes”) — CUSIP C37943S AB 6, ISIN US37943SAB60 and CUSIP G3922VAA1, ISIN USG3922VAA10
— 11.75% Pound Sterling-Denominated Senior Secured Notes due in 2014 (“Sterling Notes”) — Common code: 022661345, ISIN: XS0226613452
LONDON, April 26, 2011 /PRNewswire/ — Global Crossing (UK) Finance plc (“GCUK Finance”), a wholly owned subsidiary of Global Crossing (NASDAQ: GLBC), announced today that it has begun an excess cash offer with respect to its senior secured notes.
In accordance with the indenture governing its notes, GCUK Finance will offer to purchase for cash up to 11.144 million British pounds sterling in aggregate principal amount, including accrued interest (the “Excess Cash”), of its 10.75 percent U.S. dollar-denominated senior secured notes due in 2014 and its 11.75 percent British pound sterling-denominated senior secured notes due in 2014. The notes are guaranteed by Global Crossing (UK) Telecommunications Limited (“GCUK”), GCUK Finance’s immediate parent and the principal UK operating subsidiary of Global Crossing.
The offer is being made pursuant to the terms of the indenture governing the senior secured notes. The indenture requires GCUK Finance to make an offer to purchase the maximum principal amount of the senior secured notes possible using 50 percent of GCUK’s excess operating cash flow for the period from December 23, 2004 to December 31, 2005 and for each twelve-month period thereafter.
The excess cash offer will expire at 4:00 p.m. London time on May 26, 2011, unless extended. The terms and conditions of the offer are described in GCUK Finance’s offer document dated April 26, 2011.
Notes that are properly tendered and accepted for purchase in accordance with the terms and conditions of the offer document will be purchased at a cash price equal to 100 percent of the outstanding principal amount of the notes tendered, together with any accrued and unpaid interest outstanding on the date of the purchase. If the aggregate principal amount of notes tendered exceeds the amount that can be purchased using the Excess Cash at a purchase price of 100 percent of the principal amount thereof plus accrued interest, notes will be accepted for purchase on a pro rata basis among tendering note holders based upon the amounts tendered. For purposes of determining the aggregate principal amount of the notes tendered in order to apply the pro rata calculation, the aggregate principal amount of the sterling-denominated notes tendered will be converted to dollars at the noon buying rate in the City of New York for cable transfers in pounds sterling as announced by the Federal Reserve Bank of New York for customs purposes on April 21, 2011.
Tenders may be validly withdrawn until 10:00 a.m. London time on May 31, 2011 or, if the offer period is extended, at 10:00 a.m. London time three business days after the expiration date for the offer.
For more information regarding the tendering of notes, please refer to the procedures described in the offer document under “Procedures for Tendering.”
Copies of the offer document, and other information relating to this excess cash tender offer, are available from The Bank of New York Mellon and The Bank of New York Mellon Corporation, as Tender Agents for the Sterling and Dollar Notes respectively; BNY Financial Services Plc, as Irish Tender Agent; The Bank of New York Mellon, as Irish Listing Agent; the custodian for The Depository Trust Company and the common depository for Euroclear System and Clearstream Banking, societe anonyme.
ABOUT GLOBAL CROSSING
Global Crossing (NASDAQ: GLBC) is a leading global IP, Ethernet, data center and video solutions provider with the world’s first integrated global IP-based network. The company offers a full range of data, voice, collaboration, broadcast and media services delivered with superior customer service.
Global Crossing provides services to enterprises (including approximately 40 percent of the Fortune 500); government departments and agencies; and 700 carriers, mobile operators and ISPs. It delivers converged IP services to more than 700 cities in more than 70 countries, and has 17 world-class data centers in major business centers around the globe.
Website Access to Company Information
Global Crossing maintains a corporate website at www.globalcrossing.com, and you can find additional information about the company through the Investors pages on that website at http://investors.globalcrossing.com. Global Crossing utilizes its website as a channel of distribution of important information about the company. Global Crossing routinely posts financial and other important information regarding the company and its business, financial condition and operations on the Investors web pages.
Visitors to the Investors web pages can view and print copies of Global Crossing’s SEC filings, including periodic and current reports on Forms 10-K, 10-Q, 8-K, and in respect of GCUK’s Forms 20-F and 6-K, as soon as reasonably practicable after those filings are made with the SEC. Copies of the charters for each of the standing committees of Global Crossing’s Board of Directors, its Corporate Governance Guidelines, Ethics Policy, press releases and analysts presentations are all available through the Investors web pages.
Please note that the information contained on any of Global Crossing’s websites is not incorporated by reference in, or considered to be a part of, any document unless expressly incorporated by reference therein.
This press release contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties that could cause the actual results to differ materially, including: the failure to occur of any condition to the closing of the acquisition of Global Crossing by Level 3, including the failure to obtain a required approval or the experiencing of a material adverse effect by either company; the failure to achieve expected synergies from the acquisition; the impact on the business of current global economic conditions and volatility in global credit markets; the impact on the business of the tightening of budgets by UK government agencies, including significant customers of GCUK; the availability of future borrowings in an amount sufficient to pay our indebtedness and to fund our other liquidity needs; increased competition and pricing pressures resulting from technology advances and regulatory changes; competitive disadvantages relative to competitors with superior resources; the concentration of revenue in a limited number of customers, and the rights of such customers to terminate their contracts or to simply cease purchasing services thereunder; foreign exchange risks; the influence of the company’s parent, and possible conflicts of interest of the parent or of certain of GCUK’s directors and officers; our ability to raise capital through financing activities in an amount sufficient to pay our indebtedness and to fund our other liquidity needs; and other risks referenced from time to time in GCUK’s filings with the Securities and Exchange Commission. Global Crossing undertakes no duty to update information contained in this press release or in other public disclosures at any time.
CONTACT GLOBAL CROSSING:
Press Contact
Michael Schneider
+ 1 973 937 0146
michael.schneider@globalcrossing.com
Analysts/Investors Contact
Mark Gottlieb
+ 1 800 836 0342
glbc@globalcrossing.com
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