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) November 24, 1999
______________
GLOBAL CROSSING HOLDINGS LTD.
________________________________________________________
(Exact Name of Registrant as Specified in Charter)
Bermuda 333-61457 98-0186828
___________________ ___________ _______________
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Wessex House, 45 Reid Street, Hamilton HM12 Bermuda
___________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (441) 296-8600
______________
NOT APPLICABLE
___________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On November 24, 1999, Global Crossing Ltd., a Bermuda company
("Global Crossing") issued the press release attached as Exhibit 99.1 to this
Current Report on Form 8-K, announcing the completion of its acquisition of
Racal Telecom, a group of subsidiaries of Racal Electronics plc, for (Pound
Sterling)1 billion (approximately $1.65 billion) in cash. The agreement to
purchase Racal Telecom was announced on October 11, 1999. Racal Telecom is
held through Global Crossing (Bidco) Limited, an indirect, wholly-owned
subsidiary of the registrant. The transaction was funded from three sources:
- Global Crossing (Bidco) Limited raised (Pound Sterling)300
million (approximately $495 million) by issuing shares to
Trushelfco (No. 2567) Limited, an indirect, wholly-owned
subsidiary of the registrant;
- Global Crossing (Bidco) Limited borrowed (Pound Sterling)240
million (approximately $340 million) by way of a
subordinated loan from Trushelfco (No. 2567) Limited; and
- Global Crossing (Bidco) Limited borrowed the remaining
monies under a senior facility consisting of a (Pound
Sterling)400 million (approximately $660 million) term loan
and a (Pound Sterling)275 million (approximately $454
million) revolving credit facility. Citibank International
plc acted as the facility agent and Citibank N.A. acted as
the security trustee under the senior facility. The senior
facility was arranged by various banks and financial
institutions acting as joint lead arrangers.
Trushelfco (No. 2567) Limited's rights under the subordinated loan
were subordinated to the lenders' rights under the senior facility.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired:
Financial statements required by this item shall be
filed not later than 60 days after the date that
this report is required to be filed.
(b) Pro Forma Financial Information:
<PAGE>
Financial statements required by this item shall be
filed not later than 60 days after the date that
this report is required to be filed.
(c) Exhibits:
2.1 Sale Agreement, dated October 10, 1999, among
Controls and Communications Limited, The Racal
Corporation, Racal Electronics plc and Global
Crossing Ltd., incorporated herein by reference to
Exhibit 2.1 of Global Crossing's report on Form 8-K,
filed on October 21, 1999.
99.1 Press Release of Global Crossing Ltd., dated
November 24, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
GLOBAL CROSSING HOLDINGS LTD.
By: /s/ Robert Klug
----------------------
Name: Robert Klug
Title: Controller
Dated: December 3, 1999
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
2.1 Sale Agreement, dated October 10, 1999, among Controls
and Communications Limited, The Racal Corporation, Racal
Electronics plc and Global Crossing Ltd., incorporated
herein by reference to Exhibit 2.1 of Global Crossing's
report on Form 8-K, filed on October 21, 1999.
99.1 Press Release of Global Crossing Ltd., dated November 24,
1999.
Exhibit 99.1
Global Crossing Completes
Acquisition of Racal Telecom
Highly secure IP-centric network in the United Kingdom connects 200 cities
and towns with 7,300 route kilometers of fiber and includes an extensive
London metropolitan ring.
UK network, featuring a full range of voice and data products and services,
and with a traffic flow that is 65% data, will immediately connect through
Global Crossing Operations Center in London's Docklands to points around the
world.
Purchase accelerates Global Crossing's drive to be a fully integrated global
provider of data-oriented products and services.
London, England -Nov. 24, 1999 - Global Crossing Ltd. (Nasdaq: GBLX ), which
is building and operating the world's most advanced global IP-based fiber
optic network, today announced that it has completed its acquisition of Racal
Telecom, a group of wholly owned subsidiaries of Racal Electronics Plc
(''Racal''), for 1 billion pounds sterling (approximately $1.65 billion) in
cash.
The agreement to purchase Racal Telecom was announced on October 11.
The purchase of Racal Telecom accelerates Global Crossing's drive to be a
fully integrated provider of data-oriented products and services in the most
important telecommunications markets in the world. Racal Telecom is already
rolling out an extensive pipeline of new products focused on corporate needs,
which will enhance the utilization of its carrier grade network. The Racal
Telecom network offers a full range of voice and data products and services,
and has a traffic flow that is 65% data.
Racal Telecom's highly secure network comprises 7,300 route kilometers
of fiber laid alongside railway lines and utilizing leading IP-centric
technologies. Racal Telecom's network features a London metropolitan ring,
reaches more than 2,000 cities and towns across the UK, and will be within 5
kilometers of almost two-thirds of all UK business customers by 2001.
Additionally, Racal Telecom's advanced network provides Global Crossing with
20 ATM data switches, 4 AXE-10 voice switches, a frame relay network across
Europe and the largest X 25 network in the UK. Because of the depth of this
network, Racal Telecom has more connection points with British
Telecommunications than any other UK carrier, thereby significantly reducing
the network's interconnection costs.
<PAGE>
The two networks will be linked together immediately at London's Docklands
Centre where both have connections and Global Crossing has its Global
Operations Centre. Using the Racal network, Global Crossing intends to
quickly offer voice and data products throughout the UK linking business and
consumers seamlessly to points in Europe, the United States and around the
world.
About Global Crossing
Global Crossing Ltd. (Nasdaq: GBLX) is building and offering services over
the world's first global fiber optic network with 92,700 announced route
miles, serving five continents, 24 countries and more than 170 major cities.
The Global Crossing Network and its telecommunications and Internet product
offerings will be available to over 80% of the world's international
communications traffic. Global Crossing hosts more than 300 of the top
Internet brands in its Global Centers. Among the brands are some of the
largest and most densely trafficked sites on the Web, including Yahoo!, The
Motley Fool, Ziff Davis, MP3.com and eToys. Through its Global Marine
Systems subsidiary, Global Crossing also owns the largest fleet of cable
laying and maintenance vessels in the world and currently services more than
one-third of the world's undersea cable miles. Global Crossing is included in
both the S&P 500 and the Nasdaq 100. Global Crossing's operations are
headquartered in Hamilton, Bermuda, with principal offices in Los Angeles,
California, Morristown, New Jersey, and Rochester, New York.
# # #
Statements made in this press release that state the Company's or
management's intentions, beliefs, expectations, or predictions for the future
are forward-looking statements. Such forward-looking statements are subject
to a number of risks, assumptions and uncertainties that could cause the
Company's actual results to differ materially from those projected in such
forward-looking statements. These risks, assumptions and uncertainties
include: the ability to complete systems within currently estimated time
frames and budgets; the ability to compete effectively in a rapidly evolving
and price competitive marketplace; changes in the nature of
telecommunications regulation in the United States and other countries;
changes in business strategy; the successful integration of newly-acquired
businesses; the impact of technological change; and other risks referenced
from time to time in the Company's filings with the Securities and Exchange
Commission.
# # #
<PAGE>
GLOBAL CROSSING
Investor contacts:
Jensen Chow (Los Angeles, CA)
+1 310 385 5283
[email protected]
Kirsten Sullivan (Rochester, NY)
+ 1 716 777-6179
[email protected]
Press contacts:
Justine Samuel (London, UK)
+44 20 7251 3801
[email protected]
Tom Goff (Los Angeles, CA)
+ 1 310 385 5231
[email protected]
RACAL
Investor contacts:
Roger Jones (Berkshire, U.K.)
+ 44 3 44 388 000
Press contacts:
David Nicholas (Berkshire, U.K.)
+ 44 3 44 388 054
