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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): December 3, 2001
McLEODUSA INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 0-20763 42-1407240
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification Number)
McLeodUSA Technology Park
6400 C Street S.W., P.O. Box 3177
Cedar Rapids, IA 52406-3177
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (319) 790-7800
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
On December 3, 2001, McLeodUSA Incorporated issued a press release
describing a recapitalization and financial restructuring plan. The press
release is attached as Exhibit 99.2 to this Current Report on Form 8-K and
incorporated herein by reference.
In addition, the Exhibits 4.49, 10.61, 10.62 and 10.63 to this
Current Report on Form 8-K include the material contracts between McLeodUSA
and affiliates of Forstmann Little & Co. and McLeodUSA and its senior
secured lenders related to the restructuring plan.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
DESCRIPTION
(c) Exhibits.
4.49 Third Amendment (including exhibits thereto) dated as of
November 29, 2001, to the Credit Agreement dated as of May 31,
2000, as amended, modified and supplemented pursuant to a
First Amendment dated as of December 7, 2000, a Second
Amendment dated as of January 11, 2001, as a Waiver dated as
of August 29, 2001, among McLeodUSA Incorporated, the lender
parties thereto, JPMorgan Chase Bank as administrative agent
and collateral agent, Salomon Smith Barney Inc. as syndication
agent, and Bank of America, N.A. and Goldman Sachs Credit
Partners L.P. as co-documentation agents.
10.61 Stock Purchase Agreement, dated as of December 3, 2001, by and
among McLeodUSA Holdings, Inc., Pubco Acquisition Corp., and
McLeodUSA Incorporated, including a Form of Publishing,
Branding and Operating Agreement.
10.62 Purchase Agreement, dated as of December 3, 2001, by and among
McLeodUSA Incorporated and the investor parties thereto,
including a Form of Certificate of Designation of Series F
Convertible Preferred Stock, a Form of Certificate of
Designation of Series G Preferred Stock and a Form of Common
Stock Purchase Warrant.
10.63 Lock-Up, Support, and Voting Agreement, dated as of December
3, 2001, by and among McLeodUSA Incorporated and the investor
parties thereto.
99.1 Offering Memorandum, Solicitation of Consents and Acceptances
and Disclosure Statement dated December 7, 2001.
99.2 Press Release issued by McLeodUSA Incorporated on December 3,
2001.
Item 9. Regulation FD Disclosure.
McLeodUSA Incorporated announced on Monday, December 3, 2001, a
comprehensive recapitalization and financial restructuring plan. In order to
seek approval of the restructuring plan from its noteholders, McLeodUSA is
distributing an Offering Memorandum, Solicitation of Consents and Acceptances
and Disclosure Statement, dated as of December 7, 2001 (the "Exchange Offer
Materials") to holders of each class of its senior notes as of December 3,
2001.
McLeodUSA expects to file with the Securities and Exchange
Commission in the near future a Proxy/Disclosure Statement and Solicitation
of Acceptances in order to seek approval of the restructuring plan from its
common and preferred stockholders.
McLeodUSA will not be seeking, nor shall this filing be deemed a
solicitation of, the vote or consent of its common or preferred stockholders
until it is able to distribute definitive proxy materials pursuant to the
rules and regulations of the Securities and Exchange Commission.
The Exchange Offer Materials to be distributed to McLeodUSA's
noteholders contain previously non-public information which could be deemed
material to each of our noteholders and common and preferred stockholders. We
have elected to make the Exchange Offer Materials available to common and
preferred stockholders by including such materials as Exhibit 99.1 to this
Current Report on Form 8-K for informational purposes only. None of the
information contained in this item of the Current Report on Form 8-K or
Exhibit 99.1 hereto should be deemed to be filed under the Securities
Exchange Act of 1934 or incorporated by reference into any other filings we
have made or may make pursuant to the Securities Act of 1933 or into any
other documents unless such portion of this Current Report on Form 8-K is
expressly and specifically identified in such filing as being incorporated by
reference therein.
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.
Date: December 7, 2001 McLEODUSA INCORPORATED
By: /s/ Randall Rings
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Randall Rings
Group Vice President-Law
EXHIBIT INDEX
4.49 Third Amendment (including exhibits thereto) dated as of November 29,
2001, to the Credit Agreement dated as of May 31, 2000, as amended,
modified and supplemented pursuant to a First Amendment dated as of
December 7, 2000, a Second Amendment dated as of January 11, 2001,
as a Waiver dated as of August 29, 2001, among McLeodUSA
Incorporated, the lender parties thereto, JPMorgan Chase Bank as
administrative agent and collateral agent, Salomon Smith Barney Inc.
as syndication agent, and Bank of America, N.A. and Goldman Sachs
Credit Partners L.P. as co-documentation agents.
10.61 Stock Purchase Agreement, dated as of December 3, 2001, by and among
McLeodUSA Holdings, Inc., Pubco Acquisition Corp., and McLeodUSA
Incorporated, including a Form of Publishing, Branding and Operating
Agreement.
10.62 Purchase Agreement, dated as of December 3, 2001, by and among
McLeodUSA Incorporated and the investor parties thereto, including a
Form of Certificate of Designation of Series F Convertible Preferred
Stock, a Form of Certificate of Designation of Series G Preferred Stock
and a Form of Common Stock Purchase Warrant.
10.63 Lock-Up, Support, and Voting Agreement, dated as of December 3, 2001,
by and among McLeodUSA Incorporated and the investor parties thereto.
99.1 Offering Memorandum, Solicitation of Consents and Acceptances and
Disclosure Statement dated December 7, 2001.
99.2 Press Release issued by McLeodUSA Incorporated on December 3, 2001.