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): October 15, 2004
GLOBAL SIGNAL INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of incorporation or organization)
Commission File Number 001-32168
65-0652634
(I.R.S. Employer Identification No.)
301 North Cattlemen Road
Suite 300
Sarasota, Florida
(Address of principal executive offices)
34232
(Zip Code)
(941) 364-8886 (Registrant's
telephone number)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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))
ITEM 1.01, 2.03 ENTRY INTO A MATERIAL AGREEMENT; CREATION OF A
DIRECT FINANCIAL OBLIGATION
On October 15, 2004, Pinnacle Towers Acquisition Holdings LLC
("Pinnacle Acquisition") amended and restated its credit facility with Morgan
Stanley Asset Funding Inc., dated October 29, 2003. This new credit facility,
among other things, appointed Morgan Stanley as administrative agent and
collateral agent, increased the commitment by the lenders from $200.0 million
to $250.0 million, removed the $5.0 million working capital line that existed
under the old credit facility and added Bank of America as a lender.
Borrowings under the new credit facility are limited based on a borrowing
base, which is calculated as 65% of the value, as defined in the new credit
agreement, of all towers owned, leased or managed by Pinnacle Acquisition or
its subsidiaries, and the new credit facility matures on October 1, 2005.
Borrowings under the new credit facility bear interest, at our
option, at either the federal funds rate plus 2.1175% per annum or LIBOR plus
2.50% per annum. The new credit facility contains typical representations and
covenants for facilities of this type, including, but not limited to
restrictions on our ability to (1) incur consolidated indebtedness in excess of
$685,000,000 and (2) permit our leverage ratio, defined as the ratio of debt
for borrowed money, to consolidated EBITDA to be greater than 6.00:1.00. In
addition, the new credit facility requires an exit fee under certain
circumstances.
The new credit facility contains usual and customary events of
default. If an event of default occurs and is continuing, our lenders could
elect to declare all amounts immediately due and payable, and we may be
required to repay all amounts outstanding thereunder. If the indebtedness under
the new credit facility were to be accelerated, and we are not able to make the
required cash payments, our lenders will have the option of foreclosing on any
of the collateral pledged as security for the loan.
The new credit facility is secured by a pledge of substantially all of
the assets of Pinnacle Acquisition, a pledge by Pinnacle Acquisition and each
of its subsidiaries of their ownership interest in their respective
subsidiaries and a pledge of our 5% equity interest in Global Signal REIT
Savings TRS, Inc. (the other 95% having been pledged by Pinnacle Acquisition).
In addition, the new credit facility is guaranteed by Global Signal Operating
Partnership, L.P. (Pinnacle Acquisition's direct parent) and by Pinnacle
Acquisition's subsidiaries.
The description of the new credit facility set forth above is qualified by the
Credit Agreement filed in this Current Report on Form 8-K as Exhibit 10.1 and
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Amended and Restated Credit Agreement, dated as of October 15, 2004,
by and among Pinnacle Towers Acquisition Holdings LLC, the lenders
from time to time parties to the Credit Agreement, and Morgan Stanley
Asset Funding Inc. as administrative agent and collateral agent.
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/ Ronald G. Bizick
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Ronald G. Bizick, II
Executive Vice President of
Corporate Development and Operations
Date: October 21,2004
EXHIBIT INDEX
Exhibit Number Description
10.1 Amended and Restated Credit Agreement,
dated as of October 15, 2004, by and among
Pinnacle Towers Acquisition Holdings LLC,
the lenders from time to time parties to
the Credit Agreement, and Morgan Stanley
Asset Funding Inc. as administrative agent
and collateral agent.