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): May 23, 2007
infoUSA Inc.
(Exact name of Registrant as specified in its charter)
| |
|
|
|
|
Delaware
(State or other jurisdiction of incorporation)
|
|
0-19598
(Commission File Number)
|
|
47-0751545
(IRS Employer Identification No.) |
| |
|
|
|
|
5711 South 86th Circle
|
|
68127 |
Omaha, Nebraska
|
|
|
(Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (402) 593-4500
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):
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 and
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant
On May 23, 2007, wholly-owned subsidiaries of infoUSA Inc. (the “Company”) entered into
mortgage loan transactions with Suburban Capital Markets, Inc. (“Suburban Capital”). As part of
the transactions, the Company transferred the Company’s headquarters in Ralston, Nebraska, and its
data compilation facility in Papillion, Nebraska, to newly-formed
limited liability companies that are wholly owned by the Company, and
these properties will serve as collateral for the transactions. The Company entered into long-term
lease agreements with these subsidiaries for the continued and sole use of the properties. The
Company will serve as the guarantor of the debt under the provisions specified in the guaranty.
The loans in the aggregate total amount of $41.1 million have a term of ten years and were
priced with a fixed coupon rate of 6.082%. Payments will be interest only for the first five
years; for years six through ten, payments will be comprised of principal and interest based upon a
thirty year amortization. Proceeds from this transaction were approximately $41.1 million before
fees and expenses. The proceeds were used to retire the existing debt for the Papillion and
Ralston facilities of approximately $12.8 million and the remaining proceeds of $26.7 million were
used to reduce amounts outstanding under the Company’s revolving credit facility.
Coincident with closing the mortgage transactions, the Company unwound the Treasury lock
agreement that it entered into previously to hedge fluctuations in Treasury rates between the
execution date of the Treasury lock and issuance of the mortgage debt. As a result of Treasury
rate movement, the Company received cash proceeds of $703,600 in settlement of the Treasury lock.
Substantially all of this amount will be deferred and amortized over the ten-year term of the
mortgages as a reduction to interest expense.
This transaction required lenders’ consent to amend the Second Amended and Restated Credit
Agreement dated February 14, 2006 to: 1) allow two mortgage loan transactions between the Company
and Suburban Capital; and 2) waive any default of the Credit Agreement which might otherwise occur
by reason of the transactions.
The foregoing description does not constitute a complete summary of the terms of the Second
Amendment to Second Amended and Restated Credit Agreement, the Deed of Trust and Security Agreement
for the Ralston Building LLC and the Papillion Building LLC, the Fixed Rate Note for the Ralston
Building LLC and the Papillion Building LLC, the Guaranty for the Ralston Building LLC and the
Papillion Building LLC, and the Net Lease for the Ralston Building LLC and the Papillion Building
LLC. The foregoing description is also qualified in its entirety by reference to the full text of the Second Amendment to
Second Amended and Restated Credit Agreement, the Deed of Trust and Security Agreement for the
Ralston Building LLC and the Papillion Building LLC, the Fixed Rate Note for the Ralston Building
LLC and the Papillion Building LLC, the Guaranty for the Ralston Building LLC and the Papillion
Building LLC, and the Net Lease for the Ralston Building LLC and the Papillion Building LLC, which
are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3,
Exhibit 10.4, Exhibit 10.5, Exhibit 10.6,
Exhibit 10.7, Exhibit 10.8 and Exhibit 10.9 to this Form 8-K.