I doubt this offer has any chance but here is the shareholder oriented, warrant based offer from the KAB Group.
NON-BINDING SUPPORT LETTER
THE KAB GROUP, LLC
(Acting in an Advisory Capacity Representing CERTAIN SHAREHOLDERS OF GLOBAL CROSSING, LTD. Proposing to Become the “NEW WARRANT INVESTORS”)
HIGHLIGHTS OF THE GLOBAL CROSSING LTD. REFINANCING, RESTRUCTURING & RESCUE PLAN SUBMITTED TO THE U.S. BANKRUPTCY COURT
On
February 22nd 2002
1 Shareholders lead off with a signed non-binding support letter signature page to support the “New Warrant Offering” which will raise US$ 5.5 billion over THIRTY-SIX (36) MONTHS (three (3) years) in the following manner
a) Immediate Sale of one (1) billion "A" Warrants pricing US$ 1.00 and five hundred (500) million "B" Warrants pricing US$ 2.00 to raise US$ 2 billion to emerge from Chapter 11.
b) "A" Warrants will be exercisable at a price of US$ 2.00 at a date exactly eighteen months from the “New Warrant Offering Date” giving the company US$ 2 billion in additional capital at that time.
c) "B" Warrants will be exercisable at a price of US$ 3.00 on a date exactly thirty-six months from the “New Warrant Offering Date” giving the company and additional US$ 1.5 billion in equity capital at that time.
The “New Warrant Offering” and subsequent conversions will be managed by a triple "A" rated investment bank and world-class law firm who will be selected before the end of April 2002.
The KAB Group will be entitled to commissions for advisory work done to date and for expected advisory work to be done over the subsequent thirty-six (36) month finance period as outlined in the Term Sheet. Commissions will be used to pay for all expenses, legal fees, public relations co-ordination, financial structuring and analysis and negotiations. All commissions will be paid at the time of the “New Warrant Offering”.
1 All current equity holders in Global Crossing Ltd. will remain whole and fully entitled. All Common shares should be re-listed on the NYSE at the date of the “New Warrant Offering”.
2 All equity shareholders will experience subsequent dilution as each class of Warrant is exercised over the thirty-six (36) month financing period. The full dilution at the end of the thirty-six (36) month (three (3) year) financing period, after all warrants are converted, will be 62.3% with an approximate total common shares outstanding of 2,406,339,273.
**** Note all directors, senior managers and employees holding common stock, warrants, options and any other rights to securities or financial instruments that could be converted into common stock or any other security that gives said director, senior manager and/or employee the right to receive any securities, who held said common stock, warrant, option and any other right or financial instrument prior to the January 28th Chapter 11 Bankruptcy filing would agree to a two (2) year lock-up period which would prohibit said director, senior manager and/or employee from selling common stock, exercising warrants and/or options held or exercising the right given by any financial instrument on any publicly traded exchange in the United States or in elsewhere or in any private transaction in the United States or elsewhere for a period of two (2) years.
Exceptions will and can be made for proven economic hardship cases, which could include medical emergencies and retirement needs.
3 All Senior Bond holders will be paid all back interest due with all interest being paid on an ongoing basis.
4 All back interest will be paid current on the US$ 2,250,000,000 bank facility, lead bank JP Morgan Chase, with regular interest to be paid on an ongoing basis.
5 All Preferred Shareholders back dividends will be paid current, with regular dividend payments to paid on an ongoing basis.
6 20% (with a maximum of US$ 220 million) of all Trade Debt will be paid with subsequent payments to continue in the normal course of business.
7 All employee severance pay will be paid up and on going.
8 Shareholders and stakeholders will take majority seats – eight (8) seats on a restructured eleven (11) member board of directors inclusive of the;
a) Executive Co-Chairman seat
b) Executive Vice Chairman seat plus
c) 6 other director seats
Directors will be chosen in first round by the KAB Group in co-ordination with all New Warrant Investors. Candidates for board seats would include CEOs and senior executives of trade creditor companies, CE0s and senior executives of senior lending banks and institutions and other outstanding individuals and directors with three seats filled by KAB Group designees.
The new board will immediately review board member seats on the Asia Global Crossing Board representing Global Crossing Interests.
9 Immediate replacement of Chief Financial Officer and/or creation of a Chief
Operating Officer of Finance position
10 Immediate replacement of current Auditors.
11 Prominent “New Warrant Investors” will be named to functional board
committees, such as the audit and compensation committees.
12 Immediate Review and re-establishment of a substantial Line of Credit to
Asia Global Crossing.
13 Review of Huchison Whampoa Ltd. and Singapore Technologies
Telemedia Pte Ltd. Letter of Intent break-up fee of US$ 40 million, as
we the shareholders are not a new or third party investor / buyer but
the current owner of Global Crossing Ltd.
NON-BINDING SUPPORT LETTER SIGNATURE PAGE
I ___________________________________________Representative of _______________________________ (Company, Organisation or Individual) am a Registered Shareholder (Common / Secured / Other) of (amount) ________________ Shares Of Global Crossings. Ltd. and Hereby Represent, Evidenced By My Signature Below, That I will support and /or Participate, to the Best of My or Our Financial Ability in a “New Warrant Offering” as presented by the advisor, the KAB Group, that will be an integral part of a Global Crossing, Ltd. Shareholders Refinancing, Restructuring and Rescue Plan.
(OPTIONAL) I Would Expect the Range of my investment In the “New Warrant Offering” To Potentially be in the Range of US$ ____________ to US$ __________ Dollars.
Signed This _____ Day Of ________________ 2002.
Global Crossing Ltd. (Common / Preferred / Bond Holder / Secured / Other) Shareholder (circle all that apply)
___________________________________(Signature)
Name: __________________________________________________
Title: ___________________________________________________
Company or Organisation: __________________________________
E-mail: ____________________________________________
Phone: ____________________________________________
Fax: ______________________________________________
Address: _____________________________
_____________________________
_____________________________
All information and signatures provided will be used solely and only for filings with the court and information dissemination in regard to this plan and there will be no other use or dissemination of this confidential information to any other parties at any time without the express permission of the signatory. |
