Attached files
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EX-10.1 - EX-10.1 - TERREMARK WORLDWIDE INC. | g26382exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 28, 2011
TERREMARK WORLDWIDE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 1-12475 | 84-0873124 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One Biscayne Tower
2 South Biscayne Boulevard, Suite 2800
Miami, Florida 33131
2 South Biscayne Boulevard, Suite 2800
Miami, Florida 33131
(Address of principal executive office)
Registrants telephone number, including area code: (305) 961-3200
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On February 28, 2011, Terremark Worldwide, Inc., a Delaware corporation (the
Company), entered into a first supplemental indenture (the Supplemental
Indenture) by and between the Company and The Bank of New York Mellon Trust Company, N.A.
(formerly The Bank of New York Trust Company, N.A.), as trustee (the Trustee) under that
certain indenture, dated as of May 2, 2007 (the Indenture), governing the Companys
6.625% Senior Convertible Notes due 2013 (the Notes). The Supplemental Indenture amends
the Indenture (the Amendment) by eliminating the Companys obligation to provide the
Trustee with copies of certain reports it files with the Securities and Exchange Commission (the
SEC) and in the event that the Company is no longer required to file reports with the
SEC, to provide the Trustee and each holder of Notes with financial statements and other
information relating to the Company and, upon request, to provide the information required under
Rule 144A(d)(4) of the Securities Act of 1933, as amended.
The Amendment will become effective only upon the direct or indirect acquisition by Verizon
Communications Inc. of a majority of the outstanding shares of the Companys common stock, par
value $0.001 per share, determined on a fully-diluted basis.
The foregoing description of the Supplemental Indenture is only a summary and is qualified in
its entirety by reference to the full text of the Supplemental Indenture, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit No. | Description | |||
10.1 | First Supplemental Indenture, dated as of February 28, 2011,
by and between Terremark Worldwide, Inc. and The Bank of New
York Mellon Trust Company, N.A. (formerly The Bank of New York
Trust Company, N.A.), as trustee. |
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.
TERREMARK WORLDWIDE, INC. |
||||
Date: March 4, 2011 | By: | /s/ Adam T. Smith | ||
Adam T. Smith | ||||
Chief Legal Officer |
EXHIBIT INDEX
Exhibit No. | Description | |||
10.1 | First Supplemental Indenture, dated as of February 28, 2011,
by and between Terremark Worldwide, Inc. and The Bank of New
York Mellon Trust Company, N.A. (formerly The Bank of New York
Trust Company, N.A.), as trustee. |