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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 2, 1999
EXODUS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of Other Jurisdiction of Incorporation)
0-23795 77-0403076
(Commission File Number) (IRS Employer Identification Number)
2831 Mission College Boulevard
Santa Clara, California 95054
(Address of principal executive offices including zip code)
(408) 346-2200
(Registrant's telephone number, including area code)
Not Applicable
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ITEM 5: OTHER EVENTS
On December 2, 1999, the Company issued a press release announcing that it
sold a total of $900 million aggregate gross proceeds through private offerings
of senior notes and convertible subordinated notes. The size of the offerings
was increased from the $500 million previously disclosed. The Company sold
approximately $500 million aggregate principal amount of 10-3/4% Senior Notes
due 2009 (including Euro 125 million of 10-3/4% Senior Notes due 2009) and $400
million aggregate principal amount of 4-3/4% Convertible Subordinated Notes due
July 15, 2008. A copy of the press release is filed as Exhibit 99.01 and
incorporated herein by reference.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.01 Press Release dated December 2, 1999.
2
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EXODUS COMMUNICATIONS, INC.
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 thereunto duly authorized.
EXODUS COMMUNICATIONS, INC.
(Registrant)
Date: December 3, 1999
By: /s/ Richard S. Stoltz
Richard S. Stoltz
Executive Vice President, Finance,
Chief Financial Officer and Chief Operating Officer
(Duly Authorized Officer and Chief Accounting Officer)
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EXHIBIT 99.01
FOR IMMEDIATE RELEASE
Contact:
Maureen O'Connell (media)
Exodus Communications, Inc.
(408) 346-2218
[email protected]
Jane Whaley (investors)
Exodus Communications, Inc.
(408) 346-2191
[email protected]
EXODUS COMMUNICATIONS, INC. ANNOUNCES PRICING OF $900 MILLION OF SENIOR NOTES
AND CONVERTIBLE SUBORDINATED NOTES IN PRIVATE OFFERINGS
SANTA CLARA, CA. December 2, 1999 - Exodus Communications/TM/, Inc. (Nasdaq:
EXDS) today announced that it has entered into agreements to sell a total of
approximately $900 million gross proceeds through private offerings of senior
notes and convertible subordinated notes. The size of the offerings was
increased from the total of $500 million previously announced. The offerings
are expected to close on December 8, 1999.
Senior Notes
The Company is selling approximately $500 million aggregate principal amount
of 10-3/4% Senior Notes due 2009, consisting of $375 million aggregate
principle amount of 10-3/4% Senior Notes due 2009 and Euro 125 million
aggregate principal amount of 10-3/4% Senior Notes due 2009, in accordance
with Securities and Exchange Commission Rule 144A and Regulation S. The net
proceeds of the senior note offering are expected to be used to finance the
purchase of assets or businesses to be used in the Company's system and
network management business.
Convertible Notes
The Company is selling $400 million aggregate principal amount of its 4.75%
Convertible Subordinated Notes due July 15, 2008, in accordance with SEC Rule
144A. The Company has granted the initial purchasers a 30-day option to
purchase an additional $100 million aggregate principal amount of these
convertible notes to cover over-allotments, if any. The Company expects to use
the net proceeds of the convertible note offering to fund expansion of its
operations and for other general corporate purposes, and to finance the
purchase of assets or businesses to be used in the Company's system and
network management business. The notes are convertible into shares of the
Company's common stock at a conversion price of $140.81 per share.
The securities have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state securities laws, and unless so
registered, may not be offered or sold in the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offering would be unlawful.
Forward-Looking Statements
This press release contains forward-looking statements including statements
relating to the private offering of senior notes and convertible subordinated
notes. The matters discussed in this press release involve risks and
uncertainties described from time to time in Exodus' filings with the
Securities and Exchange Commission. In particular, the Company's short
operating history and fluctuating operating results make its business
difficult to evaluate, and the substantial indebtedness represented by
existing and newly-incurred debt may adversely affect its cash flow. Exodus
does not assume any obligation to update the forward-looking information
contained in this press release.
***end***
Exodus and Exodus Communications are trademarks of Exodus Communications, Inc.
and may be registered in certain jurisdictions. All other trademarks mentioned
in this document are the property of their respective owners.
