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): July 8, 2011
PAETEC Holding Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 000-52486 | 20-5339741 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| One PAETEC Plaza 600 Willowbrook Office Park Fairport, New York |
14450 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (585) 340-2500
Not Applicable
(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)) |
| Item 8.01 | Other Events. |
On July 8, 2011, PAETEC Holding Corp. (“PAETEC”) consummated its offer to exchange its outstanding 9 7/8% Senior Notes due 2018, which were sold on December 2, 2010 in transactions not requiring registration under the Securities Act of 1933, as amended (the “Securities Act”), for an equal aggregate principal amount of its newly issued 9 7/8% Senior Notes due 2018, which have been registered under the Securities Act. All of the outstanding unregistered senior notes, representing an aggregate principal amount of $450 million, were exchanged. PAETEC received no cash proceeds from the issuance of the exchange notes in the exchange offer. The exchange offer expired on July 7, 2011.
The new senior notes have terms substantially identical to the terms of the original senior notes, except that the offering of the new senior notes was registered under the Securities Act, and the transfer restrictions, registration rights and related additional interest terms applicable to the original notes do not apply to the exchange notes. The original notes surrendered in exchange for the new exchange notes were retired and cancelled and may not be reissued. Accordingly, the issuance of the exchange notes did not result in any increase in PAETEC’s outstanding indebtedness or in the obligations of the guarantors of the notes.
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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.
| PAETEC Holding Corp. | ||
| Date: July 8, 2011 | /s/ Mary K. O’Connell | |
| Mary K. O’Connell | ||
| Executive Vice President, General Counsel, and Secretary (Duly Authorized Officer) | ||
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