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OMB Number: 3235-0105
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
MIG, Inc.
5960 Fairview Road, Suite 400,
Charlotte, NC 28210
(Address of principal executive offices)
Securities to be Issued Under the Indenture to be Qualified
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Notes
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TBD |
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Title of Class
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Amount |
Approximate date of proposed public offering: August 27, 2010
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Name and address of agent for service:
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Natasha Alexeeva, MIG, Inc., 5960 Fairview
Road, Suite 400, Charlotte, NC 28210 |
The Applicant hereby amends this application for qualification on such date or
dates as may be necessary to delay its effectiveness until (i) the 20th day
after the filing of a further amendment which specifically states that it shall
supersede this amendment, or (ii) such date as the Securities and Exchange
Commission, acting pursuant to Section 307(c) of the Act, may determine upon the
written request of the Applicant.
GENERAL
1. General Information. Furnish the following information as to the applicant:
(a) Form of organization. A Corporation
(b) State or other sovereign power under the laws of which organized. Delaware
InstructionItem 1(a). Only a statement as to the legal form of organization is required,
such as, A corporation, An unincorporated association, A common law trust, or other
appropriate statement.
2. Securities Act exemption applicable. State briefly the facts relied upon by the applicant
as a basis for the claim that registration of
the indenture securities under the Securities Act of 1933 is not required.
The indenture securities are being issued pursuant to a plan of reorganization under Chapter 11 of
the United States Bankruptcy Code. The Applicant is relying upon the exemption from registration
under the Securities Act of 1933 in accordance with Section 3(a)(9) thereof. No sales of the
securities are expected to be made by the applicant or by or through an underwriter. The indenture
securities are proposed to be issued pursuant to the Joint Second Amended Chapter 11 Plan of
Reorganization for MIG, Inc. (the Plan) to Holders of Allowed Class 5 Claims (as defined in the
Plan) upon confirmation of the Plan in addition to cash and other consideration being received by
such holders as described in Article VI, Section B(2)(e) (Pgs. 32-33) of the Second Amended
Disclosure Statement With Respect to the Joint Second Amended Chapter 11 Plan of Reorganization for
MIG, Inc., dated August 19, 2010 (the Disclosure Statement), a copy of which is attached hereto
and incorporated herein by reference as Exhibit T3E.
InstructionsItem 2.
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If the exemption provided by section 3(a)(9) of the Securities Act of 1933 is being
claimed by the applicant, there should be
included information as to whether there have been or are to be any sales of securities of
the same class by the applicant or by or
through an underwriter at or about the same time as the transaction for which the exemption
is claimed and a statement as to any
consideration which has been or is to be given, directly or indirectly, to any person in
connection with the transaction and the nature
of any services rendered or to be rendered, directly or indirectly, for such consideration.
A statement should also be included as to
the nature of any cash payment made or to be made by any holder of the outstanding
securities. |
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If the exemption provided by section 3(a)(10) of the Securities Act of 1933 is being
claimed by the applicant, a brief statement
should be given as to the terms and conditions of issuance of the securities to be issued
under the indenture to be qualified, including
the basis of exchange of any such securities offered or to be offered for a consideration
other than cash only. The court or other state,
territorial or federal authority approving such terms and conditions should be clearly
identified and in the case of an authority other
than a court, the statutory provisions concerning the power to grant such approval should
be cited. A brief statement should also be |
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SEC 1919 (1-07)
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Persons who respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid OMB control number. |
given as to the manner in which notice of a right to appear at the hearing on the fairness of
the plan before such court or other authority has been or will be given to, all persons to whom
it is proposed to issue securities in such exchange.
AFFILIATIONS
3. Affiliates. Furnish a list or diagram of all affiliates of the applicant and indicate the
respective percentages of voting securities or
other bases of control.
See Article IV, Section I. Restructuring Transactions (Pg. 58) of the Disclosure Statement, which
is incorporated herein by reference.
InstructionsItem 3.
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Attention is directed to the definition of the term affiliate in Reg. §260.0-2 of the
General Rules and Regulations under the Act.
The term voting security is defined in section 303(16) of the Act. See also Rule 7a-26. |
2. |
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If the indenture securities are to be issued in connection with, or pursuant to, a plan of
acquisition, succession or reorganization, the
information shall also be given, so far as practicable, as of the status to exist upon
consummation of the plan. |
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The list or diagram shall be so prepared as to show clearly the relationship of each
affiliate to the applicant and to the other affiliates
named. |
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The name of any foreign affiliate, other than a parent, may be omitted if disclosure would be
detrimental to the applicant. The
Commission may, in its discretion, call for justification that such disclosure would be
detrimental. The number of such affiliates
omitted pursuant to this instruction should be stated. |
MANAGEMENT AND CONTROL
4. Directors and executive officers. List the names and complete mailing addresses of all directors
and executive officers of the
applicant and all persons chosen to become directors or executive officers. Indicate all offices
with the applicant held or to be held by each person named.
InstructionItem 4. Attention is directed to the definition of the terms director and executive
officer in sections 303(5) and 303(6) of the Act.
See Article IV, Section A. Overview of Debtors Corporate History and Management (Pgs. 11-12)
of the Disclosure Statement for a list of the Applicants Directors and Executive Officers, incorporated herein by reference.
5. Principal owners of voting securities. Furnish the following information as to each person
owning 10 percent or more of the
voting securities of the applicant.
As of August 26, 2010, CaucusCom Ventures L.P., a British Virgin Islands limited partnership,
owns 100% of the Common Stock of the Applicant.
CAUCUSCOM VENTURES
C/O SUN CAPITAL PARTNERS
54 BAKER STREET
LONDON, W1U 7BU
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Col. A
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Col. B
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Col. C
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Col. D |
Name and Complete
Mailing Address
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Title of
Class Owned
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Amount Owned
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Percentage of Voting
Securities Owned |
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Instructions Item 5.
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If the indenture securities are to be issued in connection with, or pursuant to a plan of
acquisition, succession or reorganization, the
information shall also be given, so far as practicable, as of the status to exist upon
consummation of the plan on the basis of present
holdings and commitments. |
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The amount to be set forth in column C as to each person named in column A shall include all
securities owned by each such person
regardless of the type of ownership. For example, there shall be included (a) the amount owned
of record, whether owned beneficially or otherwise, and (b) the amount owned beneficially or otherwise but not of record. |
UNDERWRITERS
6. Underwriters. Give the name and complete mailing address of (a) each person who within three
years prior to the date of filing the
application, acted as an underwriter of any securities of the obligor which were outstanding on
the date of filing the application, and (b)
each proposed principal underwriter of the securities proposed to be offered. As to each person
specified in (a), give the title of each class
of securities underwritten. N/A
InstructionItem 6. See Section 303(4) of the Act for the definition of the term
underwriter. The term principal underwriter, as used in this item, means an underwriter in
privity of contract with the issuer of the securities as to which he is an underwriter.
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CAPITAL SECURITIES
7. Capitalization.
(a) Furnish the following information as to each authorized class of
securities of the applicant.
See Article VI, Section B(2)(f) Class 6: Common Equity Interests (Pg. 33) of the Disclosure
Statement; Article VI, Section (D)(4) Summary Description of New Warrants (Pg. 43) of the
Disclosure Statement; and the Pro Forma Financial Projections attached as Exhibit B to the
Disclosure Statement for a description of the Applicants Capitalization as of the confirmation of
the Debtors Plan, each of which is incorporated herein by reference.
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Col. A
Title of Class
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Col. B
Amount Authorized
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Col. C
Amount Outstanding |
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(b) Give a brief outline of the voting rights of each class of voting securities referred to in
paragraph (a) above.
InstructionsItem 7(a).
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As used in this item, the term securities includes only such securities as are generally
known as corporate securities, but does not
include any note or other evidence of indebtedness issued to evidence an obligation to repay
monies lent to a person by one or more
banks, trust companies, or banking firms, or any certificate of interest or participation in any
such note or evidence of indebtedness. |
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In the case of funded debt, the term authorized means authorized by the indenture.
Guarantees, warrants, and rights shall not be
included in the table, but correlative information as to such securities, if any, shall be set
forth in a note to the table. Include as to
warrants a brief indication of the date and price at which exercisable, and if variable, a brief
explanation of the possible variations. |
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Indicate by notes any material changes since the date of the table. |
INDENTURE SECURITIES
8. Analysis of indenture provisions. Insert at this point the analysis of indenture provisions
required under section 305(a)(2) of the
Act.
An analysis of the indenture provisions is contained in Article VI, Section (D)(1) Summary
Description of New MIG Notes Indenture and the Notes (Pgs. 37-42) of the Disclosure Statement and
Exhibit T3F, each of which is incorporated herein by reference.
Instruction Item 8. What is required is such information as will reasonably inform the
investor from an investment standpoint and not from the standpoint of obtaining a full and
complete legal description in regard to the matters specified. The analysis should be expressed in
condensed or summarized form.
9. Other obligors. Give the name and complete mailing address of any person, other than the
applicant, who is an obligor upon the
indenture securities.
As set forth in Article VI, Section (D)(1) (Pages 37-42) of the Disclosure Statement, it is
expected that ITC Cellular LLC will be a co-obligor upon the indenture securities.
Contents of application for qualification. This application for qualification comprises
(a) Pages numbered 1 to 5, consecutively.
(b) The statement of eligibility and qualification of each trustee under the indenture to be
qualified.
(c) The following exhibits in addition to those filed as a part of the statement of eligibility
and qualification of each trustee.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, MIG, Inc.,
a corporation organized and existing under the laws of Delaware, has duly caused this application
to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto
affixed and attested, all in the city of Wilmington, and State of
Delaware, on the 27th day of
August, 2010.
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(SEAL) |
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MIG,
Inc. |
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By |
/s/
Peter Nagle |
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(Name) |
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CFO |
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(Title) |
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Attest: ______________________ |
By |
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(Name) |
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(Title) |
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Instruction as to signature. The name of each person signing the statement shall be typed or
printed beneath the signature. If the applicant is not a corporation, the necessary changes in the
signature shall be made.
GENERAL INSTRUCTIONS
1. Rule as to the Use of Form T-3.
Form T-3 shall be used for applications for qualifications of indentures pursuant to section
307(a) of the Trust Indenture Act of 1939,
2. Application of General Rules and Regulations.
The General Rules and Regulations under the Trust Indenture Act of 1939 are applicable
applications for qualification on this form. Attention is particularly directed to Rules 0-1 and
0-2 as to the meaning of terms used in the rules and regulations. Attention is also directed to
Rule 5a-3 regarding the filing of statements of eligibility and qualification and to Rule 7a-16
regarding the inclusion of items, the differentiation between items and answers, and the omission
of instructions.
3. The items and instructions require information only as to the applicant, unless the context
clearly shows otherwise.
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INSTRUCTIONS AS TO EXHIBITS
Subject to Rule T-7A-29 permitting incorporation of exhibits by reference, the following
exhibits are to be filed as a part of the application for qualification:
Exhibit T3A. A copy of the charter as now in effect or, if the applicant is not a corporation,
a copy of the correlative instruments of organization.
Exhibit T3B. A copy of the existing bylaws or instruments corresponding thereto.
Exhibit T3C. A copy of the indenture to be qualified. The indenture shall include, or be
accompanied by, a reasonably itemized table of contents showing the articles, sections and
subsections or other divisions of the indenture, together with the subject matter thereof and the
pages on which they appear.
Exhibit T3D. If the exemption provided by section 3(a)(10) of the Securities Act of 1933 is
being claimed by the applicant, a copy of the findings or opinion of the court or other authority
referred to in item 2. If not a part of such opinion or findings, a copy of the formal order of
such court or other authority approving such terms and conditions. [Not applicable].
Exhibit T3E. A copy of every prospectus, notice, circular, letter, or other written
communication which is to be sent or given to security holders in connection with the issuance or
distribution of the indenture securities. Copies of replies to inquiries from security holders,
however, need not be filed.
Exhibit T3F. A cross reference sheet showing the location in the indenture of the provisions
inserted therein pursuant to Section 310 through 3I8(a), inclusive, of the Act.
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