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UNITED STATES
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) March 18, 1998
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IXC Communications, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-20803 74-2644120
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1122 Capital of Texas Highway South, Austin, Texas 78746
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (512) 328-1112
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Not applicable
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(Former name or former address, if changed since last report.)
1.
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ITEM 5. OTHER EVENTS.
Attached as Exhibit 99.1 is a press release issued by IXC
Communications, Inc. dated March 18, 1998 which is hereby incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99.1 Press release dated March 18, 1998
2.
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SIGNATURE
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.
Date: March 18, 1998
IXC Communications, Inc.
By: /s/ Jeffrey C. Smith
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Jeffrey C. Smith
Senior Vice President,
General Counsel and Secretary
3.
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release dated March 18, 1998
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EXHIBIT 99.1
IXC NEWS RELEASE
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IXC COMMUNICATIONS COMMENCES TENDER OFFER AND
CONSENT SOLICITATION FOR 12-1/2% SENIOR NOTES DUE 2005
AUSTIN, Texas -- March 18, 1998 -- IXC Communications, Inc. (NASDAQ: IIXC)
announced today that it is commencing a tender offer to repurchase all $285
million of its outstanding 12-1/2% Senior Notes due 2005. The purchase price to
be paid for tendered Notes will be based on the present value on the expected
payment date of $1,062.50 per note (the redemption price on October 1, 2000, the
first date on which the Notes are redeemable) plus scheduled interest payments
through that date, discounted at a rate equal to 50 basis points above a U.S.
treasury note of like maturity less a consent payment of $20 per $1,000
principal amount of Notes. Based on a recent price for the Treasury reference
security, the amount payable, including the consent payment, would be
approximately $1,199.51 per Note, assuming payment on April 21, 1998.
In conjunction with the tender offer, IXC is soliciting consents to eliminate
substantially all the restrictive covenants and certain default provisions in
the indenture under which the Notes were issued. Holders who tender their Notes
are required to consent to the proposed indenture amendments. The $20 consent
payment will be paid only to holders who tender their Notes prior to 5:00 p.m.,
New York City time, on the date (the "Consent Date") that is one business day
following the later of April 2, 1998 or the Company's public announcement that
consents have been received from holders of a majority of the Notes.
The tender offer and consent solicitation are part of a refinancing
transaction in which IXC currently expects to issue new debt securities. The
new notes will not be registered under the Securities Act of 1933 and may not
be offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The proceeds of this financing will
be used to fund the tender offer and consent solicitation, to repay certain
indebtedness and for certain other corporate purposes. The offer is
conditioned on, among other things, the receipt of tenders and consents from
the holders of at least a majority in principal amount of the Notes and the
concurrent consummation of the refinancing on terms and conditions
satisfactory to IXC. As currently contemplated, if consummated on April 21,
1998, the refinancing would have resulted in accounting charges which would
reduce total stockholders' equity by approximately $72.0 million reflecting
retirement of the Notes at a premium to their carrying value and payment of
certain other indebtedness and obligations of the Company.
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IXC
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The offer is expected to expire at 11:59 p.m., New York City time, on April 16,
1998, unless extended. Tendered Notes may be withdrawn and related consents may
be revoked at any time on or prior to 5:00 p.m., New York City time, on the
Consent Date.
For additional information regarding the tender offer and consent solicitation,
reference should be made to the offer to purchase and consent solicitation
statement, and the related transmittal documents, copies of which may be
obtained shortly from MacKenzie Partners, Inc. the information agent at (212)
929-5500 or (800) 322-2885, and Credit Suisse First Boston Corporation, the
dealer manager at (212) 325-3290 or (800) 221-1037.
Austin, Texas-based IXC Communications, Inc. is one of the largest and
fastest-growing suppliers of network-based information delivery solutions for
the global communications market. The company owns and operates one of the
nation's newest and most technologically advanced digital networks and makes
network capacity available to local telephone companies, national and regional
long-distance carriers, cable and utility companies, and Internet Service
Providers. IXC also offers a complete line of telecommunications products and
services to both wholesale and retail customers, including private line,
broadband, and switched and dedicated inbound and outbound calling products,
and calling card and debit card services. IXC is a publicly traded company
listed on NASDAQ under the symbol of IIXC. IXC's Web site is located at
www.ixc-comm.com.
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Investor Contact: Media Contact:
James F. Guthrie Melissa Jackson
Executive Vice President, Chief Financial Officer Manager of Public Relations
(512) 427-3713 (512) 231-5247
[email protected] [email protected]
Information Agent:
MacKenzie Partners, Inc.
(212) 929-5500 or (800) 322-2885
