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) February 16, 2005
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Global Signal Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-32168 65-0652634
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
301 North Cattlemen Road, Suite 300, Sarasota, Florida 34232
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (941) 364-8886
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(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 Entry into a Material Definitive Agreement
On February 16, 2005, Greenhill Capital Partners, LLC ("Greenhill
Capital") informed the Registrant as follows:
"An affiliate of Greenhill Capital entered into a credit
agreement, dated as of February 16, 2005, with Morgan Stanley
Mortgage Capital, Inc. as Administrative Agent and certain
lenders. Pursuant to the credit agreement, the affiliate has
borrowed $70 million from the lenders thereunder and this amount
has been secured by, among other things, a pledge by the
affiliate of a total of 8,383,234 shares of common stock of the
Registrant owned by such affiliate, representing approximately
16.1% of the Registrant's issued and outstanding common stock as
of the date hereof.
The credit agreement contains customary default provisions and
also requires prepayment of a portion of the borrowings by the
affiliate in the event the trading price of the common stock of
the Registrant decreases below certain specified levels. In the
event of a default under the credit agreement by the affiliate,
the lenders thereunder may foreclose upon any and all shares of
common stock pledged to them. The affiliate has agreed in the
credit agreement to exercise its right to cause the Registrant to
file a shelf registration statement pursuant to the Amended and
Restated Investor Agreement dated as of March 31, 2004 among the
Registrant, Fortress Pinnacle Acquisition LLC, Greenhill Capital
Partners, L.P., and its related partnerships named therein, and
Abrams Capital Partners II, L.P. and certain of its related
partnerships named therein, and other parties named therein. The
registration statement will cover sales by the lenders of shares
of the pledged common stock in the event of a foreclosure by any
of them and is required to be filed by June 6, 2005 pursuant to
the credit agreement.
The Registrant is not a party to the credit agreement and has no
obligations thereunder. Mr. Robert H. Niehaus, the Registrant's Vice Chairman
of its Board of Directors, owns an interest in the private equity funds managed
by Greenhill Capital and is the Chairman of Greenhill Capital which acts as the
general partner of the manager of the borrower and of one of the Registrant's
principal stockholders, Greenhill Capital Partners, L.P.
This information shall also be deemed to be filed under Item 5.01 of
Form 8-K.
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.
GLOBAL SIGNAL INC.
(Registrant)
/s/ Greerson G. McMullen
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Greerson G. McMullen
Executive Vice President,
General Counsel and Secretary
Date: February 16, 2005