4//SEC Filing
VIATEL HOLDING BERMUDA LTD 4
Accession 0000950103-04-000570
CIK 0001175597other
Filed
Apr 22, 8:00 PM ET
Accepted
Apr 23, 5:47 PM ET
Size
11.3 KB
Accession
0000950103-04-000570
Insider Transaction Report
Form 4
MORGAN STANLEY
10% Owner
Transactions
- Purchase
8% Convertible Senior Secured Note due 2014 (the "Notes")
2004-04-21$36000000.00/sh+1$36,000,000→ 49,329,689 total(indirect: See Footnote)→ Common Shares (48,000,000 underlying)
Footnotes (8)
- [F1]See Exhibit 99.1 - Joint Filer Information
- [F2]The exact Conversion Price is not calculable at the present time because the Conversion Price used for such conversion is based upon a calculation of the total equity value of the Company, to be calculated at the time of conversion by the Board of Directors of the Issuer (subject to approval by the majority noteholders). The lowest Conversion Price that is applicable under the terms of the Notes is $0.75.
- [F3]$36 million in aggregate principal amount of Notes were acquired.
- [F4]The Notes may be converted in whole or in part for Common Shares at the then-applicable Conversion Price upon the earlier to occur of (a) a Liquidity Event (as such term is defined in the Form of 8% Convertible Senior Secured Note Due 2004 of the Issuer filed on April 23, 2004 as Exhibit 7 to the Reporting Person's Amendment No. 2 to the Report on Schedule 13D); filed April 23, 2004); (b) April 21, 2013; and (c) the Notes having been called for redemption by the Issuer.
- [F5]The Notes will cease to be convertible into Common Stock upon the Issuer's payment in full of the aggregate principal amount on April 21, 2014, the maturity date, or upon any earlier repurchase or redemption of the Notes.
- [F6]The exact number of Common Shares into which the Notes are convertible is not calculable at the present time because the Conversion Price used for such conversion is not yet known (see footnote 2 above). 48,000,000 shares represent the maximum number of Common Shares that the Notes may be converted into (assuming the Issuer does not elect to pay interest on the Notes in the form of additional Notes) pursuant to the terms of the Notes (which is based on a Conversion Price of $0.75, the lowest Conversion Price that is applicable under the terms of the Notes).
- [F7]49,329,689 shares including (a) 1,329,689 Common Shares beneficially owned by the Reporting Person, plus (b) 48,000,000 Common Shares into which the $36 million in aggregate principal amount of Notes beneficially owned by the Reporting Person may be converted (see footnote 6 above).
- [F8]The Notes are owned directly by Morgan Stanley & Co. Incorporated, a wholly owned subsidiary of Morgan Stanley.
Documents
Issuer
VIATEL HOLDING BERMUDA LTD
CIK 0001175597
Entity typeother
IncorporatedBermuda
Related Parties
1- filerCIK 0001175597
Filing Metadata
- Form type
- 4
- Filed
- Apr 22, 8:00 PM ET
- Accepted
- Apr 23, 5:47 PM ET
- Size
- 11.3 KB