1
EXHIBIT 1.2
Terms Agreement
WorldCom, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
August 6, 1998
Dear Sirs:
We (the "Managers") understand that WorldCom, Inc., a Georgia
corporation (the "Company"), proposes to issue and sell to the several
underwriters named below (the "Underwriters") $1,500,000,000 aggregate
principal amount of its 6.125% Notes due 2001 (the "2001 Notes"), $600,000,000
aggregate principal amount of its 6.250% Notes due 2003 (the "2003 Notes"),
$2,250,000,000 aggregate principal amount of its 6.400% Notes due 2005 (the
"2005 Notes") and $1,750,000,000 aggregate principal amount of its 6.950% Notes
due 2028 (the "2028 Notes") (collectively, the "Offered Securities").
Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell all of the offered
Securities, and each of the Underwriters named below agrees, severally and not
jointly, to purchase the respective principal amount of Offered Securities set
forth opposite its name below, in the case of the 2001 Notes at a purchase
price of 99.496% of the principal amount of such securities, in the case of the
2003 Notes at a purchase price of 99.378% of the principal amount of such
securities, in the case of the 2005 Notes at a purchase price of 99.173% of the
principal amount of such securities, in the case of the 2028 Notes at a
purchase price of 98.190% of the principal amount of such securities, plus
accrued interest, if any, from August 11, to the date of payment and delivery.
Name Principal Principal Principal Principal
Amount of 2001 Notes Amount of 2003 Notes Amount of 2005 Notes Amount of 2028 Notes
-------------------- -------------------- -------------------- --------------------
Salomon Brothers
Inc . . . . . . . . . . . $ 630,000,000 $252,000,000 $ 945,000,000 $ 735,000,000
First Boston
Credit Suisse . . . . . . 225,000,000 90,000,000 337,500,000 262,500,000
Xxxxxx Brothers,
Inc. . . . . . . . . . . 225,000,000 90,000,000 337,500,000 262,500,000
2
2
Name Principal Principal Principal Principal
Amount of 2001 Notes Amount of 2003 Notes Amount of 2005 Notes Amount of 2028 Notes
-------------------- -------------------- -------------------- --------------------
Chase Securities
Inc. . . . . . . . . . . 135,000,000 54,000,000 202,500,000 157,500,000
X.X. Xxxxxx
Securities Inc . . . . . . 135,000,000 54,000,000 202,500,000 157,500,000
NationsBanc
Xxxxxxxxxx
Securities, LLC . . . . . . 135,000,000 54,000,000 202,500,000 157,500,000
Utenahl Capital
Partner, L.P. . . . . . . . 15,000,000 6,000,000 22,500,000 17,500,000
Total $1,500,000,000 $600,000,000 $2,250,000,000 $1,750,000,000
The Underwriters will pay for such offered Securities upon delivery
thereof at the offices of Cravath, Swaine & Xxxxx, 000 Xxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx, at 10:00 a.m, (New York time) on August 11, 1998 or at such other
time, not later than 10:00 a.m. (New York time), on such date as shall be
jointly designated by the Underwriters and the Company.
The Offered Securities shall have the terms set forth in the
Prospectus dated August 7, 1998 (the "Prospectus"), and the Prospectus
Supplement dated August 7, 1998 (the "Prospectus Supplement"), including the
following:
Maturity Date: 2001 Notes -- August 15, 2001; 2003 Notes -- August 15, 2003;
2005 Notes -- August 15, 2005; 2028 Notes -- August 15, 2028;
Interest Rate: 2001 Notes -- 6.125%; 2003 Notes -- 6.250%; 2005 Notes --
6.400%; 2028 Notes -- 6.950%
Redemption Provisions: The Offered Securities will be redeemable, as a whole
or in part, at the option of the Company, at any time or from time to time, on
at least 30 days but not more than 60 days prior notice at respective
redemption prices equal to the greater of (i) 100% of the principal amount of
the Notes to be redeemed or (ii) the sum of the present values of the remaining
scheduled payments discounted on a semiannual basis at the treasury rate plus
(a)10 basis points for the 2001 Notes, (b) 15 basis points for the 2003 Notes,
(c) 15 basis points for the 2005 Notes or (d) 20 basis points for the 2028
Notes, plus in the case of each clause (i) and (ii) accrued interest to the
date of redemption.
3
3
Interest Payment Dates: February 15 and August 15, commencing February 15,
1999
Form and Denomination: The offered Notes initially will be represented by one
or more global securities deposited with the Depository Trust Company and
registered in the name of the nominee thereof. Each of the Notes will be
available for purchases in denominations of $1000 and integral multiples
thereof, in book-entry form only.
Senior or Subordinated: Senior
All communications with the Underwriters will be in writing and
effective only upon receipt, and will be mailed, delivered or telegraphed and
confirmed to them in care of Xxxxxxx Xxxxx Barney General Counsel (fax no.:
(000) 000-0000), Seven Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000.
All provisions of the Underwriting Agreement dated August 6, 1998,
among WorldCom and the Underwriters (the "Standard Provisions"), are herein
incorporated by reference in their entirety and shall be deemed to be a part of
this agreement to the same extent as if such provisions had been set forth in
full herein.
Please confirm your agreement by having an authorized officer sign a
copy of this agreement in the space set forth below and returning the signed
copy to us.
Very truly yours,
SALOMON BROTHERS INC
CREDIT SUISSE FIRST BOSTON
CORPORATION
XXXXXX BROTHERS, INC.
CHASE SECURITIES INC.
X.X. XXXXXX SECURITIES INC.
NATIONSBANC XXXXXXXXXX
SECURITIES LLC
XXXXXXXX CAPITAL PARTNERS, L.P.
4
4
By
------------------------
SALOMON BROTHERS INC
Name:
Title:
Acting severally on behalf of
themselves as Managers and
Underwriters and on behalf of
the other several Underwriters
named above.
5
5
Accepted on the date set forth
above:
WORLDCOM, INC,
By
------------------------
Name:
Title: