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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) April 17, 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 jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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.)
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ITEM 5. OTHER EVENTS.
Attached as Exhibit 99.1 is a press release issued by IXC
Communications, Inc. dated April 17, 1998, attached as Exhibit 99.2 is a press
release dated April 17, 1998, and attached as Exhibit 99.3 is a press release
dated April 17, 1998, all of which are hereby incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 Press release dated April 17, 1998
99.2 Press release dated April 17, 1998
99.3 Press release dated April 17, 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: April 16, 1998
IXC Communications, Inc.
By: /s/ STUART K. COPPENS
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Stuart K. Coppens
Vice President of Finance and
Chief Accounting Officer
3.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
99.1 Press release dated April 17, 1998
99.2 Press release dated April 17, 1998
99.3 Press release dated April 17, 1998
</TABLE>
4.
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EXHIBIT 99.1
IXC Announces Expiration of Tender Offer and
Pricing of $450 Million Senior Subordinated Notes
Business Editors and Computer Writers
AUSTIN, Texas--(BUSINESS WIRE)--April 17, 1998--IXC Communications,
Inc. (the "Company") announced today the expiration at the 11:59 p.m., New York
City time on April 16, 1998 (the "Expiration Date") of the pending tender offer
(the "Tender Offer") to purchase for cash all of its outstanding 12-1/2% Senior
Notes due 2005 (the "Senior Notes") in connection with a refinancing (the
"Refinancing").
The offer price (the "Offer Price") for each $1,000 principal amount of
Senior Notes is $1,198.81, which includes $20 per $1,000 principal amount as
the consent payment, plus accrued and unpaid interest to the date of purchase.
The Offer Price was determined by reference to a spread of 50 basis points over
the yield of a specified Treasury security. Of the $285.0 million in aggregate
principal of amount of Senior Notes outstanding, approximately $284.2 million,
or approximately 99.7%, had been tendered (and could not be withdrawn) as of
April 16, 1998. The payment date is set for April 21, 1998.
In connection with the Refinancing, the Company also announced that it has
priced a private placement of $450.0 million of Senior Subordinated Notes due
2008 (the "Notes"). The Notes bear a stated coupon of 9.0%, and the Company will
receive net proceeds of approximately $435.6 million. The issue is non-callable
for five years, but does permit a call of 35% of the issue, subject to certain
conditions, with funds provided by one or more equity offerings.
The Company expects to use a substantial portion of the net proceeds of
the Notes offering to acquire up to $285.0 million aggregate principal amount
of the Senior Notes and to make required payments pursuant to the Tender Offer.
The Company expects to use the remaining proceeds to fund capital expenditures
and for general corporate purposes. The private placement of the Notes is
expected to close on April 21, 1998.
The private placement has been made to qualified institutional buyers
pursuant to exemptions from registration under the Securities Act of 1993 (the
"Act"). The Notes have not been registered under the Act and may not be offered
or sold in the United States without registrations or an applicable exemption
from registration. This press release shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
IXC Communications, Inc. is a leading provider of voice and data
transmission services to communication companies and end users. The Company
owns and operates one of the newest and most advanced coast-to-coast digital
communications networks and originates and terminates long distance traffic in
all 50 states. The Company also terminates long distance traffic in over 200
foreign countries.
CONTACT: IXC Communications
James F. Guthrie, 512/427-3757 (investor contact)
[email protected]
or
Melissa Jackson, 512/231-5247 (media contact)
[email protected]
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EXHIBIT 99.2
IXC and Major ISP Sign $265 Million Capacity Agreement:
IXC's State of the Art Network Helps Leading Internet Backbone
Provider Stay Ahead of Customer Demands
Business Editors and Computer Writers
AUSTIN, Texas--(BUSINESS WIRE)--April 17, 1998--IXC Communications
(NASDAQ:IIXC), which recently completed the nation's first new coast-to-coast
fiber network in more than a decade today announced a 5-year, $265 million order
to provide capacity to a major Internet service provider. The customer, a global
leader in Internet communications, will use IXC's state-of-the-art network for
OC-X services nationwide. This initial OC-X service order, together with a
previously announced transaction to provide 10,000 miles of OC-48 capacity to
another nationwide Internet Service provider, underscores IXC's network
capabilities in providing the high speed, high capacity bandwidth for the
escalating demands of the Internet industry.
"IXC is pleased to add this highly reputable Internet service provider to
its growing list of high profile customers," said Benjamin Scott, president and
CEO of IXC. "IXC's technologically advanced network will enable this company
to always be a step ahead of customer demand for high-speed Internet backbone
communications. While this order represents a significant increment of
bandwidth capacity for this customer, it will require only a fraction of the
network capacity IXC is currently bringing to the marketplace."
IXC's transcontinental network covers more than 12,000 route miles and,
when completed next year, will include over 20,000 digital route miles, and more
than 410,000 fiber miles. The company recently completed the network's New
York-to-Los Angeles segment, representing the first new coast-to-coast fiber
network any carrier has built in a decade.
Engineered to exceed 99.98% availability, the network is monitored by one
of the most modern computerized systems in the industry. The IXC Network
Control Center in Austin is staffed 24 hours a day, seven days a week.
Continuous self-diagnosis and early warning systems allow IXC to detect and
correct potential trouble before transmission integrity is affected.
IXC's completed network offering incorporates state-of-the-art fiber optic
and optronic technologies to give customers access to cost-effective private
line, switched, broadband and Internet services today. For example, non-zero
dispersion shifted fiber maximizes bandwidth and supports the most advanced
multiplexing technologies, while SONET rings provide increased reliability,
and ATM and Frame Relay technologies address the booming demand for advanced
data services.
IXC's network-based delivery solutions are designed to address the speed
and capacity requirement of the global communications market. Having completed
the U.S.'s first new coast-to-coast fiber optic network in a decade, IXC
Communications, Inc. is at the forefront of the industry's new class of
emerging domestic and international carriers. IXC offerings include 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 IIXC. IXC's Web site is located at
www.ixc-comm.com.
CONTACT: IXC Communications
James F. Guthrie, 512/427-3757 (investor contact)
[email protected]
or
Melissa Jackson, 512/231-5247 (media contact)
[email protected]
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EXHIBIT 99.3
IXC and Excel Sign $156 Million Network Services Agreement
AUSTIN, Texas -- (BUSINESS WIRE) -- April 17, 1998 -- IXC Communications
(NASDAQ:IIXC), which recently completed the nation's first new coast-to-coast
fiber network in more than a decade, today announced it has signed an amendment
to its existing contract with Excel Communications, Inc. (NYSE:ECI) to provide
for a 4-year, $156 million agreement (subject to certain conditions) to provide
private line and switched network services. Excel will use IXC's
state-of-the-art network to augment its existing facilities, allowing the
carrier to extend the reach of its own switched and private line network.
"IXC is pleased that Excel has selected our network and expertise to
provide them with superior private line and switched services," said Benjamin
Scott, president and CEO of IXC. "IXC's rapidly expanding network is a strong
complement to Excel's business goals. Working together with IXC, Excel can
offer its customers access to the newest, fastest and most advanced network
available."
"Excel is in the process of expanding its own nationwide, facilities-based
network, and choosing a partner with technologically advanced systems and a
quality service offering is critical to our success," said Kenny A. Troutt,
president, CEO and chairman of Excel. "The agreement with IXC is yet another
integral step in executing our network expansion strategy and better positions
us to realize the cost savings associated with developing a proprietary
network."
About Excel Communications, Inc.
Dallas-based Excel Communications, Inc. is the fifth largest long distance
company in the United States. Utilizing a state-of-the-art, facilities-based
network, the Company offers its subscribers residential and commercial long
distance services, dial-around services, calling cards and paging services.
Excel markets these products nationwide to residential and commercial customers
under the Excel and Telco subsidiaries. Excel has more than 3,000 employees who
support the corporate, network management, billing, teleservices and marketing
functions of the Company. Visit Excel Communications' home page on the World
Wide Web at http://www.excel.com.
About IXC Communications
IXC's network-based delivery solutions are designed to address the speed
and capacity requirements of the global communications market. Having completed
the U.S.'s first new coast-to-coast fiber optic network in a decade, IXC
Communications, Inc. is at the forefront of the industry's new class of
emerging domestic and international carriers. IXC offerings include 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 IIXC. IXC's Web site is located at
www.ixc-comm.com.
