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
January
31, 2007
Date
of Report (Date of earliest event reported)
PAC-WEST
TELECOMM, INC.
(Exact
name of registrant as specified in its charter)
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California
(State
or other jurisdiction
of
incorporation)
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000-27743
(Commission
File Number)
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68-0383568
(IRS
Employer Identification No.)
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1776
W. March Lane, Suite 250
Stockton,
California
(Address
of principal
executive
offices)
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95207
(Zip
Code)
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(209) 926-3300
(Registrant’s
telephone number, including area code)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
In
connection with the consummation of its previously announced offer to exchange
its outstanding 13 1/2% Senior Notes due 2009 (the “Senior
Notes”)
for
newly issued 13 1/2% Senior Priority Notes due 2009 (the “New
Senior Notes”),
and
related solicitation of consents to an amendment to the indenture governing
the
Senior Notes (the “Exchange
Offer and Consent Solicitation”),
on
January 31, 2007, Pac-West Telecomm, Inc. (the
“Company”)
entered
into that certain Indenture, dated January 31, 2007, with Wells Fargo Bank,
N.A.
as trustee (the “New
Senior Notes Indenture”),
related to the New Senior Notes and that certain Second Supplemental Indenture,
dated January 31, 2007, with Wells Fargo Bank, N.A., as trustee (the
“Second
Supplemental Indenture”).
The
terms
and conditions of the New Senior Notes Indenture are substantially identical
to
the indenture governing the Senior Notes, except that the New Senior Note
Indenture provides that interest under the New Senior Notes will not be payable
until maturity and the holders of the New Senior Notes will have the right
to
receive payment of all outstanding principal and accrued interest before
the
holders of the Senior Notes will have the right to receive any outstanding
principal. The Second Supplemental Indenture amends the reporting requirements
of the Company under Section 4.03 of the indenture governing the Senior Notes
to
limit the Company's obligation to furnish regular reports to holders of the
Senior Notes to quarterly and annual financial statements and a
“Management’s Discussion and Analysis of Financial Condition and Results of
Operation” related to such quarterly and annual financial
statements.
A
copy of
the New Senior Notes Indenture is attached hereto as Exhibit 10.1 and a copy
of
the Second Supplemental Indenture is attached hereto as Exhibit
10.2.
Item
8.01 Other Events
The
Exchange Offer and Consent Solicitation expired on January 29, 2007 with
$24,519,000 in aggregate principal amount of Senior Notes having been tendered
into the Exchange Offer and Consent Solicitation. Each
$1,000 of Senior Notes tendered and accepted were exchanged for an amount
of
principal of Senior Priority Notes equal to $1,000 plus the amount of accrued
and unpaid interest in respect of such tendered Senior Notes through but
excluding the date of exchange (rounded to the nearest $1.00). As
such,
as of the date hereof, there is $11,583,000 in
aggregate principal amount of Senior Notes outstanding and $26,186,292 in
aggregate principal amount of Senior Priority Notes outstanding.
A
copy of
the press release is attached hereto as Exhibit 99.1.
This
communication is not an offer to exchange Senior Notes for New Senior Notes
or a
solicitation of an offer to exchange Senior Notes for New Senior Notes or
a
solicitation of consents with respect to the Senior Notes. The consent
solicitation and offer to exchange Senior Notes for New Senior Notes are
being
made solely by means of an offering circular and consent solicitation statement
and other documents provided to holders of the Senior Notes.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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10.1
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New
Senior Notes Indenture, dated January 31, 2007
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10.2
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Second
Supplemental Indenture, dated January 31, 2007
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99.1
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Press
Release, dated January 31, 2007
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
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PAC-WEST
TELECOMM, INC.
(Registrant)
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Dated:
January 31, 2007
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By:
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/s/
Michael Sarina
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Michael
Sarina
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Title
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10.1
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New
Senior Notes Indenture, dated January 31, 2007
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10.2
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Second
Supplemental Indenture, dated January 31, 2007
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99.1
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Press
Release, dated January 31, 2007
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