UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 10, 2008
Citizens Communications Company
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
001-11001 06-0619596
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(Commission File Number) (IRS Employer Identification No.)
3 High Ridge Park, Stamford, Connecticut 06905
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(Address of principal executive offices) (Zip Code)
(203) 614-5600
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(Registrant's telephone number, including area code)
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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 1.01. Entry into a Material Definitive Agreement.
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On March 10, 2008, Citizens Communications Company (the "Company") entered
into a credit agreement with CoBank, ACB, as administrative agent, lead arranger
and a lender, and the other lenders from time to time party thereto (the "Credit
Agreement") for a $135 million senior unsecured term loan facility with a final
maturity of December 31, 2013 and bears interest based on the prime rate or
LIBOR, at the election of the Company. Interest rate margins under the facility
are subject to adjustments based on the leverage ratio of the Company, as such
term is defined in the Credit Agreement.
Upon proper notice and subject to customary conditions, funds may be drawn,
in one or more advances of not less than $25 million each, on or before 60 days
after the closing date of the Credit Agreement. The Company intends to use the
proceeds to refinance a portion of its outstanding debt.
The Credit Agreement contains customary representations and warranties,
affirmative and negative covenants, including a restriction on the Company's
ability to declare dividends if an event of default has occurred or will result
therefrom, a financial covenant that requires compliance with a leverage ratio,
and customary events of default. Upon proper notice and subject to certain
limitations, the Company may repay the facility without premium or penalty, but
subject to breakage fees on LIBOR loans, if applicable. Amounts pre-paid may not
be re-borrowed.
The foregoing description of the Credit Agreement is qualified in its
entirety by reference to the full text of the Credit Agreement, a copy of which
is filed as Exhibit 10.1 to this Report and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
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Off-Balance Sheet Arrangement of a Registrant.
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The information in Item 1.01 of this Report is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits
10.1 Credit Agreement dated as of March 10, 2008 with CoBank,
ACB.
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SIGNATURES
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.
CITIZENS COMMUNICATIONS COMPANY
Date: March 10, 2008 By: /s/ Robert J. Larson
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Robert J. Larson
Senior Vice President and
Chief Accounting Officer
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