424B3, 2000-02-18
Next: E PIPHANY INC, SC 13G, 2000-02-18


                                                   Rule 424(b)(3)
                                                   Registration No. 333-82305
                                                   Registration No. 333-82305-01

Prospectus Supplement dated February 18, 2000
(To Prospectus Dated October 14, 1999, as
supplemented on October 28 and November 12, 1999)

                              CompleTel Europe N.V.
                       14% Senior Discount Notes due 2009

265 Million Senior Secured Credit Facility

     On January 6, 2000 we executed a 265 million senior secured credit
facility. The borrowers are CompleTel ECC B.V., our principal French operating
companies, CompleTel S.A.S. and CompleTel Services S.A.S., and our German
operating company, CompleTel GmbH.

Use of proceeds

     The credit facility requires us to use the proceeds from the facility to
develop our business in seven markets in France, Paris, Lyon, Marseille, Lille,
Toulouse, Grenoble and Nice, and four markets in Germany, Berlin, Munich,
Nuremberg and Essen, although we may substitute up to two cities upon certain
conditions. However, under our current business plan, we intend to use the
proceeds of this offering to complete the deployment of and to operate our
networks in those 11 markets and we intend to use the facility proceeds to
develop our business in additional markets. We may need to obtain a waiver from
the credit facility banks to implement our business plan.

Availability tests

     The facility consists of a term loan facility in the amount of 105 million,
available to be drawn up to December 31, 2000 and repayable beginning 2003, and
a revolving loan facility in the amount of 160 million, available to be drawn
from May 31, 2000, to December 31, 2002. After December 31, 2002, outstanding
advances up to 141 million under the revolving loan facility will be converted
into a term loan, and other outstanding advances will become part of a 19
million working capital facility.

     The availability of the term loan facility is subject to a number of
conditions, including:

     .    the delivery of a business plan satisfactory to the arrangers;
     .    injecting the euro equivalent of approximately $181 million of net
          proceeds from a combination of existing and new equity contributions,
          subordinated shareholder loans, and the proceeds of the high yield
          notes, into our French and German subsidiaries and having spent the
          euro equivalent of at least $175 million, consistent with an approved
          business plan, on French and German network deployment in the target
     .    the perfection of the security interests; and
     .    the satisfaction of the business plan in all material respects,
          including full satisfaction of revenue, EBITDA and MAN deployment

     The amount outstanding under the facility cannot exceed certain limits that
increase with time such that the entire 165 million may not be advanced prior to
June 30, 2002. The availability of credit under the facility is subject to other
conditions, including requirements that our subsidiaries have commercially
launched networks in designated cities in France and Germany and that we satisfy
a debt to capital test.

     The availability of credit under the revolving credit facility is
contingent on satisfaction of a number of conditions, including:

     .    we have fully utilized the term loan facility;
     .    we have satisfied the conditions for drawing on the term loan
     .    we have commercially launched our network in 11 cities in France and
     .    we meet a revenue test; and
     .    depending on the period, we satisfy a debt-to-capital,
          debt-to-revenue, or senior-debt leverage ratio.

Interest rates

     The facility bears interest at a variable rate commencing at EURIBOR plus a
margin and costs, with a final maturity date of December 31, 2006. The
applicable margin will be a maximum of 3.75% for the term loan facility

and 3.00% for the revolving loan facility, each subject to downward adjustment
based on senior debt leverage ratio tests.

Security; guarantee

     The facility is guaranteed by our subsidiaries and the facility is secured
by, among other things, all of our subsidiaries, as well as a number of the
guarantors' present and future material assets and revenues, and by a pledge of
the stock of each of the borrowers, as well as a number of the guarantors.


  We and our subsidiaries are subject to various restrictive covenants under the
facility, including among others, limitations on:

     .    incurring additional indebtedness;
     .    creating encumbrances;
     .    making loans and guarantees;
     .    disposing of assets; and
     .    making investments.

The facility also places limits on our use of proceeds of an initial public
offering, including this offering, further equity investments and high yield
debt issuances. The facility provides that any such proceeds be held as cash
equivalent investments or used to develop our telecommunications business in
France and Germany.

Mandatory prepayments

     We may prepay advances under the term loan facility and revolving loan
facility upon giving prior notice to the banks, subject to a minimum prepayment
amount of 5 million. Upon a change of control, we are obligated to repay the
term loans and revolving loans. We are required to apply certain cash flows in
excess of amounts calculated annually in accordance with the terms of the
facility and, under certain conditions, apply amounts received upon the disposal
of assets and the proceeds of any insurance claims to the prepayment of the

Events of default

     The facility can be terminated, and repayment required upon the occurrence
of an event of default, including, but not limited to, the following:

     .    we fail to pay principal, interest or any other amount payable when
     .    we have made incorrect representations or warranties in connection
          with the facility;
     .    we breach a covenant under the facility;
     .    we undergo certain insolvency and bankruptcy proceedings, or any other
          similar proceeding;
     .    we default under material court or arbitration judgment;
     .    we trigger a cross-default in payment of other indebtedness;
     .    the obligations under the security documents are unenforceable;
     .    we and our subsidiaries cease to operate our telecommunications
     .    we amend or breach material contracts or licenses under certain
          conditions; or
     .    any event or circumstance occurs that would constitute a material
          adverse change in our financial condition or business, or our ability
          to perform our payment and other obligations under the senior credit

     We cannot assure you that we will be successful in meeting subsequent
drawdown conditions. Our inability to draw on the facility could cause us to
suffer a funding shortfall that would prevent us from deploying our networks in
our markets in France and Germany and that could materially adversely affect our
business and prospects.

Appointment of Additional Managing Directors

     Effective January 14, 2000, three additional managing directors were
appointed to the Board of Management of CompleTel Europe N.V. The additional
managing directors include James E. Dovey, Lawrence F. DeGeorge and Paul J.

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