UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 24, 2004
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LEUCADIA NATIONAL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
NEW YORK
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(State or Other Jurisdiction of Incorporation)
1-5721 13-2615557
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(Commission File Number) (IRS Employer Identification No.)
315 PARK AVENUE SOUTH, NEW YORK, NEW YORK 10010
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(Address of Principal Executive Offices) (Zip Code)
212-460-1900
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(Registrant's Telephone Number, Including Area Code)
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(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.
On September 24, 2004, the Company's wholly owned subsidiary, WilTel
Communications Group, Inc., and certain of its subsidiaries ("WilTel")
refinanced its existing $375 million credit agreement by entering into a Third
Amended and Restated Credit and Guaranty Agreement (the "New Credit Agreement").
The New Credit Agreement consists of a $240 million first lien term loan
facility (the "First Lien Term Loan Facility"), a $120 million second lien term
loan facility (the "Second Lien Term Loan Facility") and a $25 million revolving
credit facility (the "Revolving Credit Facility"). WilTel also used $90.0
million of its cash and investments to repay in full one of the outstanding
notes that was secured by its headquarters building ($54.6 million including
accrued interest), reduce the amount outstanding under its credit agreement ($15
million), reduce the amount outstanding under the other note that is secured by
its headquarters building ($13.3 million) and pay expenses. The New Credit
Agreement has not been guaranteed by Leucadia National Corporation and is not
secured by any of the Company's assets other than the assets of WilTel.
The First Lien Term Loan Facility requires quarterly principal
payments of approximately $632,000 commencing December 31, 2004 through June 30,
2009, and quarterly principal payments of $57 million thereafter until final
maturity on June 30, 2010. The Second Lien Term Loan Facility matures on
December 31, 2010. However, if WilTel does not refinance its obligations under
the remaining promissory note that is secured by its headquarters building
($60.4 million outstanding) prior to October 1, 2009, then the First Lien Term
Loan Facility will mature on October 1, 2009, and if such promissory note is not
refinanced by January 1, 2010, then the Second Lien Term Loan Facility will
mature on January 1, 2010. The Revolving Credit Facility will terminate on
September 24, 2009.
The New Credit Agreement is subject to mandatory prepayment following
the occurrence of certain events, including, with certain exceptions, with the
proceeds of issuances of capital stock or incurrence of certain indebtedness by
WilTel or its subsidiaries, sales of certain assets, Excess Cash Flow (as
defined in the New Credit Agreement) beginning in 2005 and in certain other
circumstances.
Loans under the New Credit Agreement bear interest at a variable rate
based upon either the prime rate or LIBOR, at WilTel's option, plus a specified
margin in each case. Currently, the rate on the First Lien Term Loan Facility is
7.25% and the rate on the Second Lien Term Loan Facility is 9.5%. These interest
rates will be recalculated periodically based on changes in the LIBOR and prime
rates.
WilTel's obligations under its credit agreement are secured by
substantially all of its assets other than those assets securing its
headquarters building, for which the New Credit Agreement lenders have a second
priority lien, and its aircraft capital lease. The New Credit Agreement contains
various financial covenants and customary restrictive covenants with respect to
incurring additional indebtedness or guarantees, creating liens or other
encumbrances on their assets or revenues and certain other matters. The New
Credit Agreement includes a Change of Control provision (as defined in the New
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Credit Agreement), which is an event of default applicable to the First Lien
Term Loan Facility and a triggering event for WilTel's obligation to offer to
prepay the Second Lien Term Loan Facility.
Copies of the New Credit Agreement and the related Second Amended and
Restated Security Agreement are attached hereto as Exhibits 9.01 and 9.02,
respectively, and are incorporated by reference herein.
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Third Amended and Restated Credit And Guaranty Agreement,
dated as of September 8, 1999, as amended and restated as
of April 25, 2001, as further amended and restated as of
October 15, 2002, and as further amended and restated as
of September 24, 2004, among WilTel Communications Group,
Inc., WilTel Communications, LLC, certain of its domestic
subsidiaries, as loan parties, the several banks and other
financial institutions or entities from time to time
parties thereto as lenders, Credit Suisse First Boston,
acting through its Cayman Islands branch, as
administrative agent, as first lien administrative agent
and as second lien administrative agent, and Wells Fargo
Foothill, LLC, as syndication agent.
99.2 Second Amended and Restated Security Agreement, dated as
of April 23, 2001, as amended and restated as of October
15, 2002, and as further amended and restated as of
September 24, 2004, among WilTel Communications Group,
Inc., WilTel Communications, LLC, and the additional
grantors party thereto in favor of Credit Suisse First
Boston, acting through its Cayman Islands branch, as
administrative agent, as first lien administrative agent
and as second lien administrative agent.
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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.
LEUCADIA NATIONAL CORPORATION
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(Registrant)
Date: September 30, 2004 /s/ Joseph A. Orlando
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Name: Joseph A. Orlando
Title: Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Third Amended and Restated Credit And Guaranty Agreement,
dated as of September 8, 1999, as amended and restated as
of April 25, 2001, as further amended and restated as of
October 15, 2002, and as further amended and restated as
of September 24, 2004, among WilTel Communications Group,
Inc., WilTel Communications, LLC ("WilTel"), certain of
WilTel's domestic subsidiaries, as loan parties, the
several banks and other financial institutions or entities
from time to time parties thereto as lenders, Credit
Suisse First Boston, acting through its Cayman Islands
branch, as administrative agent, as first lien
administrative agent and as second lien administrative
agent, and Wells Fargo Foothill, LLC, as syndication
agent.
99.2 Second Amended and Restated Security Agreement, dated as
of April 23, 2001, as amended and restated as of October
15, 2002, and as further amended and restated as of
September 24, 2004, among WilTel Communications Group,
Inc., WilTel Communications, LLC, and the additional
grantors party thereto in favor of Credit Suisse First
Boston, acting through its Cayman Islands branch, as
administrative agent, as first lien administrative agent
and as second lien administrative agent.
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