UNITED STATES
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) April 28, 2005 (April 25, 2005)
------------------------------
Global Signal Inc.
------------------
(Exact name of registrant as specified in its charter)
Delaware 001-32168 65-0652634
-------------------------------------------------------------------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
301 North Cattlemen Road, Suite 300, Sarasota, Florida 34232
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (941) 364-8886
--------------------------
-------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
The descriptions of the Acquisition Credit Facility, the Parent
Guarantee and the Pledge Agreement, each as set forth in Item 2.03 of this
report, are incorporated herein by reference.
Section 2 - Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On April 25, 2005, our wholly owned subsidiary, Global Signal
Acquisitions LLC ("Global Signal Acquisitions"), entered into a 364-day $200.0
million credit facility (the "Acquisition Credit Facility") with Morgan
Stanley Asset Funding Inc. and Bank of America, N.A., to provide funding for
the acquisition of additional communications sites. The following summary of
certain provisions of the Acquisition Credit Facility is qualified in its
entirety by reference to the complete Acquisition Credit Facility filed as
Exhibit 10.1 hereto and incorporated herein by reference.
The Acquisition Credit Facility is guaranteed by Global Signal
Operating Partnership, L.P. ("Global Signal OP") and future subsidiaries of
Global Signal Acquisitions. Moreover, it is secured by substantially all of
Global Signal Acquisitions' tangible and intangible assets and by a pledge of
Global Signal OP's equity interest in Global Signal Acquisitions. In addition,
Global Signal Inc. has agreed to enter into the guarantee agreement with
respect to the Acquisition Credit Facility, and to secure that guarantee by a
pledge of its equity interest in Global Signal OP, no later than May 17, 2005.
The foregoing discussion of the guarantee and pledge is qualified in its
entirety by reference to the complete Parent Guarantee filed as Exhibit 10.2
hereto and the Pledge Agreement filed as Exhibit 10.3 hereto, each of which
is incorporated herein by reference.
We intend to fund future acquisitions with the Acquisition Credit
Facility along with proceeds from incremental equity offerings, and for a
short period of time may fund 100% of the purchase price of acquisitions with
the Acquisition Credit Facility. The level of borrowings under the Acquisition
Credit Facility is limited based on a borrowing base (as defined therein).
Borrowings under the Acquisition Credit Facility will bear interest at our
option at either the Eurodollar rate plus 1.5% or the bank's base rate plus
approximately 1.25% provided the loan balance is equal to or lower than 68% of
the aggregate acquisition price (as defined therein) of towers owned, leased
or managed by Global Signal Acquisitions, from time to time. If the loan
balance is higher than 68% of the aggregate acquisition price of towers owned,
leased or managed by Global Signal Acquisitions, from time to time, then
borrowings under the Acquisition Credit Facility will bear interest at our
option at either the Eurodollar rate plus 2.0% or the bank's base rate plus
approximately 1.75%. In connection with closing the Acquisition Credit
Facility, we paid an origination fee of 0.375% of the $200.0 million
commitment and agreed to pay to Morgan Stanley Asset Funding Inc. and Bank of
America, N.A. an exit fee of 0.375% of the principal amount of loans under the
Acquisition Credit Facility in connection with any refinancing of such
borrowings. In addition, to the extent the principal amount of borrowings
related to an acquisition of towers to be owned, leased or managed exceeds 68%
of the acquisition price thereof, we will be required to pay an additional
origination fee to Morgan Stanley Asset Funding Inc. and Bank of America, N.A.
in an amount equal to 0.125% of the amount borrowed for such acquisition and
an additional exit fee in an amount equal to 0.125% of the amount borrowed for
such acquisition in connection with the refinancing of such borrowing. Any
exit fees shall be credited against fees payable to each of Morgan Stanley
Asset Funding Inc. and Bank of America, N.A. if they are offered the position
of co-lead lender with respect to a refinancing of the Acquisition Credit
Facility. The Acquisition Credit Facility contains typical representations and
covenants for facilities of this type.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Acquisition Credit Agreement, dated as of April 25, 2005, by and
among Global Signal Acquisitions LLC, Morgan Stanley Asset Funding
Inc. and Bank of America, N.A.
10.2 Parent Guarantee, dated as of April 25, 2005, made by Global Signal
Operating Partnership, L.P. and Global Signal Inc. (upon execution)
in favor of Morgan Stanley Asset Funding Inc., as collateral agent
for the lenders
10.3 Pledge Agreement, dated as of April 25, 2005, by Global Signal
Acquisitions LLC, Global Signal Operating Partnership, L.P. and
Global Signal Inc. (upon execution) in favor of Morgan Stanley Asset
Funding Inc.
SIGNATURE
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.
GLOBAL SIGNAL INC.
(Registrant)
/s/ William T. Freeman
--------------------------------
William T. Freeman
Executive Vice President, Chief
Financial Officer and Assistant
Secretary
Date: April 28, 2005
EXHIBIT INDEX
Exhibit Number Exhibit
-------------- -------
10.1 Acquisition Credit Agreement, dated as of April 25, 2005, by
and among Global Signal Acquisitions LLC, Morgan Stanley
Asset Funding Inc. and Bank of America, N.A.
10.2 Parent Guarantee, dated as of April 25, 2005, made by Global
Signal Operating Partnership, L.P. and Global Signal Inc.
(upon execution) in favor of Morgan Stanley Asset Funding
Inc., as collateral agent for the lenders
10.3 Pledge Agreement, dated as of April 25, 2005, by Global
Signal Acquisitions LLC, Global Signal Operating
Partnership, L.P. and Global Signal Inc. (upon execution) in
favor of Morgan Stanley Asset Funding Inc.