SPECTRASITE HOLDINGS INC
8-K, 2000-11-22
COMMUNICATIONS SERVICES, NEC
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                       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 20, 2000

                           SpectraSite Holdings, Inc.
                   ------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                    Delaware
                              --------------------
         (State or other jurisdiction of incorporation or organization)



                               0-27217 56-2027322
                        ------------- -------------------
        (Commission File Number) (I.R.S. Employer Identification Number)

                            100 Regency Forest Drive
                                    Suite 400
                           Cary, North Carolina 27511
               ------------------------------------ -------------
               (Address of principal executive offices) (Zip Code)

                                 (919) 468-0112
                             -----------------------
              (Registrant's telephone number, including area code)





<PAGE>



Item 5.           Other Events.

         On November 20, 2000,  SpectraSite  Holdings,  Inc. completed a private
placement  of $200  million  aggregate  principal  amount  of its 6 3/4%  senior
convertible  notes  due  2010  pursuant  to  Rule  144A  promulgated  under  the
Securities Act of 1933, as amended.  Each note is convertible into SpectraSite's
common stock at a conversion price of $21.5625 per share,  subject to adjustment
in certain  events.  SpectraSite  received  net proceeds  from this  offering of
approximately  $193.5  million,  assuming  that  the  placement  agent  does not
exercise its option to purchase an additional  $30 million  principal  amount of
the notes and after  deducting  the  placement  agent's  discount  and  offering
expenses.  SpectraSite  expects  to use these  proceeds  for  general  corporate
purposes,  including capital  expenditures and to fund, in part, the acquisition
of leasehold and  subleasehold  interests in tower assets from affiliates of SBC
Communications.  SpectraSite also agreed to file a shelf registration  statement
covering the resale of the notes and the common stock  issuable upon  conversion
of the notes.  Copies of the  indenture,  form of note and  registration  rights
agreement  are  being  filed  with  this  report as  Exhibits  4.1,  4.2 and 4.3
respectively.

         On  November  20,  2000,  SpectraSite  completed  the  private  sale of
4,000,000  shares of its common stock to Trimaran  Fund II,  L.L.C.  and certain
other investors  participating in the Trimaran investment program.  The Trimaran
investors  also received  warrants to purchase up to an  additional  1.5 million
shares of common stock and certain registration rights, including the right to a
resale  shelf   registration   and  one  demand   registration.   The  requisite
stockholders  party to our  stockholders'  agreement  are expected to approve an
amendment to that  agreement  to provide that so long as the Trimaran  investors
and Canadian  Imperial  Bank of Commerce  and their  respective  affiliates  own
collectively 5% or more of SpectraSite's outstanding stock, Caravelle Investment
Fund,  L.L.C. and affiliates of Canadian Imperial Bank of Commerce will have the
right to  designate a  representative  to attend the  meetings of  SpectraSite's
board of directors as an observer. SpectraSite expects to use the $75 million of
proceeds from the Trimaran  investment to partially fund the initial  closing of
the SBC tower  transaction  and for general  corporate  purposes.  Copies of the
registration  rights  agreement,  warrant  agreement,   purchase  agreement  and
stockholders'  agreement  amendment are being filed with this report as Exhibits
4.4, 4.5, 4.6 and 10.1, respectively.


Item 7.           Financial Statements and Exhibits.


         (a)      Financial statements of businesses acquired.

                           None.

         (b)      Pro forma financial information.

                           None.

         (c)      Exhibits.

                  4.1      Indenture, dated as of November 20, 2000, between
                           SpectraSite Holdings, Inc. and United States Trust
                           Company of New York, as trustee.

                  4.2      Form of Note (contained in Exhibit 4.1 hereto as
                           Exhibit A).

                  4.3      Registration Rights Agreement, dated as of November
                           20, 2000, between SpectraSite Holdings, Inc. and
                           Morgan Stanley & Co. Incorporated.

                  4.4      Registration  Rights Agreement,  dated as of November
                           20,  2000,  among  SpectraSite  Holdings,   Inc.  and
                           Trimaran Fund II, L.L.C.,  Trimaran Capital,  L.L.C.,
                           Trimaran   Parallel  Fund  II,  L.P.,  CIBC  Employee
                           Private  Equity  Fund  (Trimaran)  Partners  and CIBC
                           World Markets of Ireland Limited.

                  4.5      Warrant Agreement, dated as of November 20, 2000,
                           between SpectraSite Holdings, Inc. and First Union
                           National Bank, as Warrant Agent.

                  4.6      Amendment No. 1 to the Third Amended and Restated
                           Stockholders' Agreement, dated as of November 20,
                           2000.

                  10.1     Purchase  Agreement,  dated as of November  20, 2000,
                           among  SpectraSite  Holdings,  Inc. and Trimaran Fund
                           II,  L.L.C.,   Trimaran  Capital,   L.L.C.,  Trimaran
                           Parallel Fund II, L.P., CIBC Employee  Private Equity
                           Fund  (Trimaran)  Partners and CIBC World  Markets of
                           Ireland Limited.



<PAGE>



                                                    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.

                                                SPECTRASITE HOLDINGS, INC.


         Dated:  November 21, 2000           By: /s/ David P. Tomick
                                                --------------------------------

                                                    David P. Tomick
                                                    Executive Vice President and
                                                    Chief Financial Officer



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