-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KRERlrrI9gHmVki5tpOMDlpgSdDQMc5SHtY5zSbVYE/XeAI5AkZPyfPrP+HAzd5K pUBXpFk5P+oCpsjR6EzunQ== 0000950123-10-038053.txt : 20100426 0000950123-10-038053.hdr.sgml : 20100426 20100426120239 ACCESSION NUMBER: 0000950123-10-038053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100426 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100426 DATE AS OF CHANGE: 20100426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TERREMARK WORLDWIDE INC. CENTRAL INDEX KEY: 0000912890 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 521989122 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12475 FILM NUMBER: 10769584 BUSINESS ADDRESS: STREET 1: ONE BISCAYNE TOWER STREET 2: 2 SOUTH BISCAYNE BLVD., SUITE 2800 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 305-961-3200 MAIL ADDRESS: STREET 1: ONE BISCAYNE TOWER STREET 2: 2 SOUTH BISCAYNE BLVD., SUITE 2800 CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: TERREMARK WORLDWIDE INC DATE OF NAME CHANGE: 20000503 FORMER COMPANY: FORMER CONFORMED NAME: AMTEC INC DATE OF NAME CHANGE: 19970715 FORMER COMPANY: FORMER CONFORMED NAME: AVIC GROUP INTERNATIONAL INC/ DATE OF NAME CHANGE: 19950323 8-K 1 g23069e8vk.htm FORM 8-K e8vk
 
 
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 and Exchange Act of 1934
Date of Report (date of earliest event reported): April 26, 2010
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   (IRS Employer
    Number)   Identification No.)
One Biscayne Tower
2 South Biscayne Boulevard, Suite 2800
Miami, Florida 33131

 
(Address of principal executive office)
Registrant’s telephone number, including area code: (305) 856-3200
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 8.01. Other Events.
     On April 26, 2010, Terremark Worldwide, Inc., a Delaware corporation (“Terremark” or the “Company”), issued a press release pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing the pricing of $50 million aggregate principal amount of 12.0% senior secured notes due 2017 (“Notes”) at an issue price of 112%, resulting in a yield to maturity of 9.25%. The Company expects the offering to close on April 28, 2010, subject to customary closing conditions.
     Terremark intends to use the proceeds from the offering for working capital and other general corporate purposes to support the growth of its business, which may include capital investments to build out facilities.
     The Notes will be issued in a private offering to qualified institutional buyers and certain non-U.S. persons in offshore transactions in accordance with Rule 144A and Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
     This Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements relating to the Company’s business and its financing plans. Words such as “intends”, “planning” or “expects” are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. There is no assurance that the above offering will be completed or completed as described above. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements.
     Additionally, the information contained in this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is neither an offer to sell nor a solicitation of an offer to buy any Notes or any other securities.
     In accordance with Rule 135c(d) under the Securities Act, a copy of the press release is attached hereto as Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits
     (d) Exhibits
     
Exhibit No.   Description
 
   
99.1
  Press Release dated April 26, 2010

 


 

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: April 26, 2010  By:   /s/ Jose A. Segrera    
    Jose A. Segrera   
    Chief Financial Officer   

 


 

         
EXHIBIT INDEX
     
Exhibit No.   Description
 
   
99.1
  Press Release dated April 26, 2010

 

EX-99.1 2 g23069exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Terremark Prices $50 Million of 12% Senior Secured Notes Due 2017
MIAMI April 26, 2010 — Terremark Worldwide, Inc. (NASDAQ:TMRK) today announced the pricing of $50 million aggregate principal amount of 12% senior secured notes due 2017 at an issue price of 112%, resulting in a yield to maturity of 9.25%. The Company expects the offering to close on April 28, 2010, subject to customary closing conditions.
Terremark intends to use the net proceeds for working capital and other general corporate purposes to support the growth of its business, which may include capital investments to build out facilities.
The notes will be issued in a private offering to qualified institutional buyers and certain non-U.S. persons in offshore transactions in accordance with Rule 144A and Regulation S under the Securities Act of 1933, as amended. The notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
This press release is neither an offer to sell nor the solicitation of an offer to buy the notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Statements contained in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Terremark’s actual results may differ materially from those set forth in the forward-looking statements due to a number of risks, including the ability to cross-sell across an acquired customer base, ability to increase revenue yields within facilities, ability to refinance existing debt, uncertainties and other factors, as discussed in Terremark’s filings with the SEC. These factors include, without limitation, Terremark’s ability to obtain funding for its business plans, uncertainty in the demand for Terremark’s services or products, Terremark’s ability to manage its growth, and the successful integration of operations of acquired companies. Terremark does not assume any obligation to update these forward-looking statements.


 

# # #
CONTACT:
Media Relations
Terremark Worldwide, Inc.
Xavier Gonzalez
305-961-3134
xgonzalez@terremark.com
Investor Relations
Terremark Worldwide, Inc.
Hunter Blankenbaker
305-961-3109
hblankenbaker@terremark.com

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