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

December 18, 2003

Date of Report (Date of earliest event
reported)

	 

Commission File Number: 000-27743


	
PAC-WEST TELECOMM,
INC.
(Exact name of registrant as specified
in its charter)



California			

68-0383568


(State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer Identification No.)





1776 W. March Lane, Suite 250

95207


Stockton, California	

(Zip Code)


(Address of principal executive offices)












(209) 926-3300
(Registrant's telephone number, including area code)

 
 
												

 
 
 
Item 7. Financial Statements and Exhibits.

(c) Exhibits.



99.1

Press Release, dated December 18, 2003.




Item 9. Regulation FD Disclosure.

 

On December 18, 2003, Pac-West Telecomm, Inc., a California corporation
("Pac-West," or the "Company"), issued a press release
announcing that its previously announced cash tender offer to purchase up to
$59.0 million, or approximately 62.0%, of the $95.1 million outstanding
principal amount of its Series B 13.5% Senior Notes due 2009 and related consent
solicitation expired at 5:00 p.m., New York City time today.  In addition, at a
special meeting of Pac-West's shareholders held earlier today, shareholders
approved two proposals related to the previously announced financing transaction
with Deutsche Bank AG - New York, acting through DB Advisors, LLC, as investment
advisor.
Ravi Brar, Pac-West's CFO, said, "We are very pleased that our
bondholders and shareholders support this financing.  Through this transaction,
we continue to fulfill our obligations to our bondholders while improving
financial performance and growth prospects for our shareholders by reducing
interest payments and restrictive covenants."
Pac-West has been advised by the depositary for the tender offer and consent
solicitation that  $79.3 million in aggregate principal amount, or approximately
83.4%, of the outstanding Senior Notes had been validly tendered and not
withdrawn as of the expiration time.  The amount of Senior Notes tendered and
not withdrawn prior to the expiration time exceeds the $59.0 million maximum
principal amount of the Senior Notes the Company offered to purchase.  As a
result, Pac-West expects to accept about $59.0 million in principal amount of Senior Notes
validly tendered and not withdrawn on a pro-rata basis based upon the relative
principal amount of Senior Notes tendered by each noteholder (rounding to the
nearest $1,000 in principal amount).  Following settlement of the tender offer
and consent solicitation, Pac-West expects to have remaining outstanding about
$36.1 million in aggregate principal amount of its Senior Notes.
At a special meeting of Pac-West shareholders held earlier today,
shareholders voted in favor of a resolution approving the issuance to Deutsche
Bank of warrants to purchase 26,666,667 shares of Pac-West's common stock at an
exercise price of $1.50 per share and the common stock issuance upon exercise of
such warrants.  Pac-West's shareholders also voted in favor of a resolution
ratifying all other matters related to the issuance of the warrants and the
common stock issuable upon exercise of the warrants, including the financing
transactions with Deutsche Bank pursuant to which the warrants are intended to
be issued.  As previously announced, as part of the financing transaction, Pac-
West agreed to sell to Deutsche Bank a senior secured note in the principal
amount of $40.0 million in addition to the warrants described above in exchange
for $40.0 million less certain expenses.  
Pac-West currently expects that the tender offer and consent solicitation
will settle and the related financing transactions with Deutsche Bank will close
on Friday, December 19, 2003.
A copy of the press release is attached hereto as Exhibit 99.1.

 
 
 
 
 
 
 
 


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.

 
PAC-WEST TELECOMM, INC.
(Registrant)

 
 
Dated: December 18, 2003

 


By: /s/ H. Ravi Brar

 


H. Ravi Brar


Chief Financial Officer




						
					

 
 
 
INDEX TO EXHIBITS

 


99.1

Press Release, dated December 18, 2003.