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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 11, 2000
Date of Report (Date of earliest event reported)
Commission File Number 333-61293
SPLITROCK SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 76-0529757
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
9012 New Trails Drive
The Woodlands, Texas 77381
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 465-1200
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Item 5. Other Events
On February 11, 2000, Splitrock Services, Inc., a Delaware corporation
("Splitrock") entered into an Amended and Restated Agreement and Plan of Merger
(the "Amended Merger Agreement") by and among McLeodUSA Incorporated
("McLeodUSA"), Southside Acquisition Corporation, a wholly owned subsidiary of
McLeodUSA, Splitrock, Splitrock Holdings, Inc., a wholly owned subsidiary of
Splitrock, and Splitrock Merger Sub, Inc., a wholly owned subsidiary of
Splitrock Holdings, Inc. The Amended Merger Agreement amends and restates the
definitive agreement and plan of merger among Splitrock, McLeodUSA and Southside
Acquisition Corporation dated as of January 6, 2000. The Amended Merger
Agreement provides for two distinct but related transactions:
. a holding company reorganization, whereby Splitrock Merger Sub, Inc.
will merge with and into Splitrock Services, Inc. and Splitrock Services, Inc.
will become a wholly owned subsidiary of Splitrock Holdings, Inc.; and
. a merger, whereby Southside Acquisition Corporation will merge with
and into Splitrock Holdings, Inc. and Splitrock Holdings, Inc. will become a
wholly owned subsidiary of McLeodUSA.
As a result of the reorganization and the merger, each share of Splitrock
common stock will be converted into the right to receive 0.5347 of a share of
McLeodUSA Class A Common Stock. The reorganization and the merger are intended
to be tax-free to the shareholders of Splitrock.
In connection with the Amended Merger Agreement, Splitrock has also amended
the Indenture by and among Splitrock, Splitrock Leasing, LLC and Harris Trust
and Savings Bank, as Trustee, dated July 24, 1998 governing Splitrock's 11 3/4%
Senior Notes due 2008, and the Revolving Credit Agreement by and between
Splitrock and Citibank USA, Inc., dated January 6, 2000.
Additional information concerning the agreements and transactions described
above is contained in copies of the Amended Merger Agreement, Third Supplemental
Indenture and Amendment to the Credit Agreement, all of which are attached
hereto as exhibits and hereby incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. Description
*2.1 Amended and Restated Agreement and Plan of Merger by and among
McLeodUSA Incorporated, Southside Acquisition Corporation,
Splitrock Services Inc., Splitrock Holdings, Inc. and Splitrock
Merger Sub, Inc., dated
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as of February 11, 2000
99.1 Third Supplemental Indenture by and among Splitrock Services,
Inc., Splitrock Leasing, LLC and Harris Trust and Savings Bank,
as Trustee, dated as of February 11, 2000
99.2 Amendment No. 1 dated February 11, 2000 to the Revolving Credit
Agreement by and between Citibank USA, Inc. and Splitrock
Services, Inc., dated January 6, 2000
*Previously filed with the Securities and Exchange Commission as Exhibit 2.1 to
Amendment No. 1 to the Registration Statement on Form S-4 filed by McLeodUSA on
February 11, 2000 (Registration No. 333-95941).
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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, hereunto duly authorized.
SPLITROCK SERVICES, INC.
Dated: February 22, 2000
By:/s/ William R. Wilson
William R. Wilson
President and Chief Executive Officer
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EXHIBIT 99.1
SPLITROCK SERVICES, INC.,
as Parent
SPLITROCK LEASING, LLC
as Subsidiary Guarantor
and
HARRIS TRUST COMPANY OF NEW YORK
as Trustee
__________________________________________________
THIRD SUPPLEMENTAL INDENTURE
Dated as of February 11, 2000
to INDENTURE
Dated as of July 24, 1998,
as amended by the
First and the Second Supplemental Indentures
___________________________________________________
$261,000,000
11 3/4% Senior Notes due 2008
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THIRD SUPPLEMENTAL INDENTURE, dated as of February 11, 2000, by and between
SPLITROCK SERVICES, INC., a Delaware corporation, (the "Company"), SPLITROCK
LEASING, LLC, a Delaware limited liability company (the "Subsidiary Guarantor")
and HARRIS TRUST COMPANY OF NEW YORK (formerly BANK OF MONTREAL TRUST COMPANY),
a New York trust company, as Trustee (the "Trustee").
WITNESSETH
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WHEREAS the Company and the Subsidiary Guarantor have heretofore executed
and delivered to the Trustee an Indenture dated as of July 24, 1998, as amended
by the First and the Second Supplemental Indentures (as amended, the
"Indenture"), providing for the issuance of an aggregate principal amount of up
to $311,000,000 of 113/4% Senior Notes due 2008 (the "Securities");
WHEREAS, Section 9.01(a) of the Indenture provides, among other things,
that the Company, the Subsidiary Guarantor and the Trustee may amend the
Indenture without the consent of the holders of the Securities in order to cure
any ambiguity, omission, defect or inconsistency;
WHEREAS, the Company and the Trustee desire to amend Section 5.01 of the
Indenture to cure an ambiguity therein;
WHEREAS, this Third Supplemental Indenture has been duly authorized by all
necessary corporate action on the part of the Company and the Subsidiary
Guarantor; and
WHEREAS, the Company has delivered, or caused to be delivered, to the
Trustee, an Officer's Certificate and an Opinion of Counsel meeting the
requirements of Section 11.04 and 11.05 of the Indenture and stating that all
conditions precedent and covenants, if any, provided for in the Indenture
relating to this Third Supplemental Indenture have been satisfied.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, receipt of which is hereby acknowledged, the Company,
the Subsidiary Guarantor, and the Trustee mutually covenant and agree for the
equal and ratable benefit of the holders of the Securities as follows:
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ARTICLE I
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Amendment
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SECTION 1.01. Amendment to Indenture. The Indenture is hereby amended as
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follows:
By deleting the last paragraph of Section 5.01 and replacing it with
the following new subsection (c):
"(c) Notwithstanding anything contained in this Section 5.01, (i) any
Restricted Subsidiary may consolidate with, merge into or transfer all or
part of its properties and assets to the Company and (ii) the Company may
merge with an Affiliate incorporated solely for the purpose of
reincorporating the Company in another jurisdiction to realize tax or other
benefits."
ARTICLE II
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Miscellaneous
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SECTION 2.01. Ratification of Indenture: Supplemental Indentures Part
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of Indenture. Except as expressly amended hereby, the Indenture is in all
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respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. Upon the execution and delivery
of this Third Supplemental Indenture by the Company and the Trustee, this Third
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby. Any and all references, whether within the Indenture or
in any notice, certificate or other instrument or document, shall be deemed to
include a reference to this Third Supplemental Indenture (whether or not made),
unless the context shall otherwise require.
SECTION 2.02. Governing Law; Governance, Etc. THIS THIRD SUPPLEMENTAL
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INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY. This Third Supplemental Indenture shall
be governed and construed in accordance with the applicable terms and provisions
of the Indenture as amended hereby, which terms and provisions are incorporated
herein by reference, as if this Third Supplemental Indenture were the
"Indenture" referred to therein.
SECTION 2.03. Trustee Makes No Representation. The Trustee makes no
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representation as to the validity or sufficiency of this Third Supplemental
Indenture.
SECTION 2.04. Counterparts. The parties may sign any number of copies of
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this Third Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.
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SECTION 2.05. Effect of Headings. The Section headings herein are for
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convenience only and shall not affect the construction thereof
SECTION 2.06. Terms. Certain capitalized terms used but not defined
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herein have the meanings assigned to them in the Indenture.
SECTION 2.07. Entire Agreement. This Third Supplemental Indenture,
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together with the Indenture as amended hereby and the Securities, contains the
entire agreement of the parties, and supersedes all other representations,
warranties, agreements and understandings between the parties, oral or
otherwise, with respect to the matters contained herein and therein.
SECTION 2.08. Benefits of Third Supplemental Indenture. Nothing in this
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Third Supplemental Indenture, the Indenture, or the Securities, express or
implied, shall give to any Person, other than the parties hereto and thereto and
their successors hereunder and thereunder, and the Securityholders, any benefit
of any legal or equitable right, remedy or claim under the Indenture, the Third
Supplemental Indenture or the Securities.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed as of the date first above written.
SPLITROCK SERVICES, INC.
By_____________________________________
Name: William R. Wilson
Title: President and Chief Executive Officer
SPLITROCK LEASING, LLC,
as Subsidiary Guarantor
By_____________________________________
Name: William R. Wilson
Title: Authorized Representative
HARRIS TRUST COMPANY OF NEW YORK,
as Trustee,
By ____________________________________
Name:
Title:
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EXECUTION COPY
EXHIBIT 99.2
AMENDMENT and WAIVER entered into as of February 11,
2000 (this "Amendment"), to the Credit Agreement dated as of
January 6, 2000, among SPLITROCK SERVICES, INC., a Delaware
corporation (the "Borrower"), the Lenders party thereto and
CITICORP USA, INC., as Administrative Agent.
A. The Lenders have agreed to extend credit to the Borrower pursuant
to the terms and subject to the conditions set forth in the Credit Agreement.
B. The Borrower has requested that the Required Lenders amend certain
provisions of the Credit Agreement as set forth herein, and the Required Lenders
are willing so to amend such provisions of the Credit Agreement, on the terms
and subject to the conditions set forth in this Amendment.
C. Capitalized terms used but not defined herein have the meanings
assigned to them in the Credit Agreement (as amended hereby).
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments to Section 1.01 (a) The definition of the term
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"Collateral and Guarantee Requirement" in Section 1.01 of the Credit Agreement
is hereby amended by adding the following new subparagraph (ba) immediately
after the existing subparagraph (b):
(ba) all outstanding Equity Interests of the Borrower shall have been
pledged by Holdings pursuant to the Pledge Agreement and the
Administrative Agent shall have received certificates or other
instruments representing all such Equity Interests, together with
stock powers or other instruments of transfer with respect thereto
endorsed in blank;
(b) The definition of the term "Guarantee Agreement" in Section 1.01
of the Credit Agreement is hereby amended by deleting the existing definition
and replacing it in its entirety as follows:
"Guarantee Agreement" means, collectively, (a) the Subsidiary
Guarantee Agreement, substantially in the form of Exhibit C, made by
the Subsidiary Loan Parties in favor of the Administrative Agent for
the benefit of the Secured Parties and (b) the Parent Guarantee
Agreement, substantially in the form of Exhibit I, made by Holdings in
favor of the Administrative Agent for the benefit of the Secured
Parties.
(c) Section 1.01 of the Credit Agreement is hereby amended by adding
the following definitions in appropriate alphabetical order:
"Holdings" means Splitrock Holdings, Inc., a Delaware corporation.
"MergerSub" means Splitrock MergerSub, Inc., a Delaware corporation.
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2
(d) The definition of the term "Loan Parties" in Section 1.01 of the
Credit Agreement is hereby amended by deleting the existing definition and
replacing it in its entirety as follows:
"Loan Parties" means Holdings, the Borrower and the Subsidiary Loan
Parties.
(c) The definition of the term "Merger Agreement" in Section 1.01 of
the Credit Agreement is hereby amended by deleting the existing definition and
replacing it in its entirety as follows:
"Merger Agreement" means the Amended and Restated Agreement and Plan
of Merger dated as of February [ ], 2000, by and among the Borrower,
McLeod, Southside Acquisition Corporation, a Delaware corporation,
Holdings, and Splitrock Merger Sub, Inc., a Delaware corporation, as
amended, supplemented or otherwise modified from time to time.
(f) The definition of the term "Pledge Agreement" in Section 1.01 of
the Credit Agreement is hereby amended by deleting the existing definition and
replacing it in its entirety as follows:
"Pledge Agreement" means the Pledge Agreement, substantially in the
form of Exhibit E, among Holdings, the Borrower, the Subsidiary Loan
Parties and the Administrative Agent for the benefit of the Secured
Parties.
(g) The definition of the term "Security Agreement" in Section 1.01 of
the Credit Agreement is hereby amended by deleting the existing definition and
replacing it in its entirety as follows:
"Security Agreement" means the Security Agreement, substantially in
the form of Exhibit F, among Holdings, the Borrower, the Subsidiary
Loan Parties and the Administrative Agent for the benefit of the
Secured Parties
(h) The definition of the term "Subsidiary" in Section 1.01 of the
Credit Agreement is hereby amended by deleting the existing definition and
replacing it in its entirety as follows:
"Subsidiary" means any subsidiary of the Borrower and, other than for
the purposes of the Section 3.12 and Article VI, Holdings.
SECTION 2. Amendments to Article VI. Article VI is hereby amended by
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adding the following new Sections 6.02 and 6.03:
SECTION 6.02. Amendment of Merger Agreement. Until the Commitments
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have expired or been terminated and the principal of and interest on
each Revolving Loan and all fees payable hereunder shall have been
paid in full, the Borrower covenants and agrees with the Lenders that
the Borrower will not, and will not permit Holdings or any of the
Subsidiaries to, amend, modify, or waive any of its rights under the
Merger Agreement in a manner materially adverse to the Lenders and not
reasonably satisfactory to the Lenders.
SECTION 6.03. Limitation of Changes in Holding Company Status. Until
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the Commitments have expired or been terminated and the principal of
and
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3
interest on each Revolving Loan and all fees payable hereunder shall
have been paid in full, the Borrower covenants and agrees with the
Lenders that, notwithstanding any other provision contained herein, it
will not permit Holdings to engage in any activities of any nature
whatsoever (including the incurrence of any Indebtedness or the
Guarantee of any Indebtedness of any Person) other than (a) owning all
the capital stock of the Borrower, (b) transactions pursuant to or
expressly contemplated by the Merger Agreement and (c) its activities
pursuant to and incident to the performance of the Security Documents.
SECTION 6.04. Limitation of Changes in MergerSub Status. Until the
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Commitments have expired or been terminated and the principal of and
interest on each Revolving Loan and all fees payable hereunder shall
have been paid in full, the Borrower covenants and agrees with the
Lenders that, notwithstanding any other provision contained herein, it
will not permit MergerSub to engage in any activities of any nature
whatsoever (including the incurrence of any Indebtedness or the
Guarantee of any Indebtedness of any Person) other than transactions
pursuant to or expressly contemplated by the Merger Agreement.
SECTION 3. Amendment to Section 9.01(a). Section 9.01(a) of the Credit
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Agreement is hereby amended by (a) adding the words "or any Subsidiary"
immediately after the words "if to the Borrower" in line one of such Section and
(b) replacing the name "McGelligan" with the name "McGettigan".
SECTION 4. Addition and Amendment of Exhibits. (a) A new Exhibit,
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Exhibit I, substantially in the form of Exhibit A hereto, is added to the Credit
Agreement.
(b) The existing form of Pledge Agreement, contained in Exhibit E to
the Credit Agreement, is deleted in its entirety and replaced by the form of
Pledge Agreement in Exhibit B hereto.
(c) The existing form of Security Agreement, contained in Exhibit F
to the Credit Agreement, is deleted in its entirety and replaced by the form of
Security Agreement in Exhibit C hereto.
SECTION 5. Waiver of Section 5.05. The Lenders hereby waive compliance
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by the Borrower with the requirements of Section 5.05 in respect of Holdings
and MergerSub for so long as the Borrower is in compliance with the requirements
of Sections 6.03 and 6.04.
SECTION 6. Representations and Warranties. The Borrower represents and
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warrants to the Administrative Agent and to each of the Lenders that:
(a) This Amendment has been duly authorized, executed and delivered by
it and constitutes a legal, valid and binding obligation of each Loan Party
hereto, enforceable against such Loan Party in accordance with its terms.
(b) Before and after giving effect to this Amendment, the
representations and warranties set forth in Article III of the Credit Agreement
are true and correct on and as of the date hereof with the same effect as if
made on and as of the date hereof, except to the extent such representations and
warranties expressly relate to an earlier date.
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(c) Before and after giving effect to this Amendment, no Event of
Default or Default has occurred and is continuing.
(d) As of, and prior to the date hereof, Holdings and MergerSub have
not undertaken any activities of any nature whatsoever other than the entry into
the Merger Agreement, and Holdings and MergerSub will not hereafter undertake
any activities except as permitted by Section 6.03 of the Credit Agreement.
(e) The consummation of the Mergers (as defined in the Merger
Agreement) does not, and the consummation of the transactions contemplated by
the Credit Agreement and the Merger Agreement do not, conflict with, result in a
breach of or constitute a "Default" or an "Event of Default" (in each case as
defined in the Indenture) under the Indenture.
SECTION 7. Conditions to Effectiveness. This Amendment shall become
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effective as of the date when (a) the Administrative Agent shall have received
counterparts of this Amendment that, when taken together, bear the signatures of
the Borrower and the Required Lenders, (b) the representations and warranties
set forth in Section 4 hereof are true and correct and (c) all fees and expenses
required to be paid or reimbursed by the Borrower pursuant hereto or to the
Credit Agreement shall have been paid or reimbursed, as applicable.
SECTION 8. Credit Agreement. Except as specifically amended hereby,
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the Credit Agreement shall continue in full force and effect in accordance with
the provisions thereof as in existence on the date hereof. From and after the
date hereof, any reference to the Credit Agreement shall mean the Credit
Agreement as amended hereby. This Amendment shall be a Loan Document for all
purposes.
SECTION 9. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED IN ACCORDANCE WITH, THE LAWS OR THE STATE OF NEW YORK.
SECTION 10. Counterparts. This Amendment may be executed in two or
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more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one agreement. Delivery of an executed
signature page to this Amendment by facsimile transmission shall be effective as
delivery of a manually signed counterpart of this Amendment.
SECTION 11. Expenses. The Borrower agrees to reimburse the
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Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Administrative Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first written above.
SPLITROCK SERVICES, INC.,
by /s/ Robert Fugate
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Name: Robert Fugate
Title: CFO
CITICORP USA, INC., individually and as
Administrative Agent.
by
____________________________
Name:
Title:
