Virgin Media Inc. Consent Solicitations Relating to Certain Outstanding Notes
06 Fevereiro 2013 - 5:00AM
UK Regulatory
TIDMVMED
Virgin Media Announces Consent Solicitations Relating to Certain
Outstanding Notes
LONDON, February 6, 2013 - Virgin Media Inc. ("Virgin Media")
(NASDAQ:VMED) (LSE:VMED) today announced that at the request of
Liberty Global, Inc. ("LGI") and in order to facilitate the funding
by LGI in connection with the merger of LGI and Virgin Media, its
subsidiary Virgin Media Finance PLC ("VMF") will solicit consents
from holders of VMF's dollar denominated 8.375% senior notes due
2019 and sterling denominated 8.875% senior notes due 2019
(collectively, the "2019 Notes") and its subsidiary Virgin Media
Secured Finance PLC ("VMSF") will solicit consents from holders of
VMSF's dollar denominated 6.50% senior secured notes due 2018 and
sterling denominated 7.00% senior secured notes due 2018
(collectively, the "2018 Notes") and dollar denominated 5.25%
senior secured notes due 2021 and sterling denominated 5.50% senior
secured notes due 2021 (collectively, the "2021 Notes" and together
with the 2018 Notes and 2019 Notes, the "Existing Notes") to
approve amendments (the "Proposed Amendments") and to waive (the
"Proposed Waivers") certain provisions of the indentures governing
the Existing Notes.
The adoption of the Proposed Amendments and the Proposed
Waivers, with respect to each series of the Existing Notes,
requires the consents of the holders of at least a majority in
principal amount of the then outstanding notes of each such series
voting as a single class. The solicitations of consents for the
Proposed Waivers and Proposed Amendments with respect to each
series of Existing Notes are independent of each other.
The Proposed Waivers will be effective and operative for each
series once a majority of noteholders for such series (voting as a
single class) have submitted their consents and not validly
withdrawn them prior to the Revocation Deadline (as such term is
defined in the Consent Solicitation Statements (as defined below)).
The Proposed Waivers would waive noteholders' right to require VMF,
as issuer of the 2019 Notes, and VMSF, as issuer of the 2018 Notes
and 2021 Notes, to repurchase such holder's notes as a result of
the change of control resulting from the proposed merger with LGI
and would waive all other defaults that might result from the
merger.
The Proposed Amendments will be effective for each series of
Existing Notes once a majority of noteholders for such series
(voting as a single class) have submitted their consents and not
validly withdrawn them prior to the Revocation Deadline but will be
operative only upon the successful conclusion of the merger. The
Proposed Amendments would (i) change the definition of "Change of
Control" to reflect the ownership of Virgin Media following the
recently announced merger and modify certain change of control
triggering events in the indentures, (ii) allow the ongoing
reporting covenants to be satisfied through the provision of
reports by a new U.K. public limited company which will directly
own LGI and Virgin Media following the merger and Virgin Media (or
its successor) and (iii) amend certain other provisions of the
indentures as described in the consent solicitation statements
dated February 6, 2013 (the "Consent Solicitation Statements").
Upon the terms and subject to the conditions set forth in the
Consent Solicitation Statements dated February 6, 2013, with
respect to the 2018 Notes and the 2019 Notes, VMF and/or VMSF will
make a cash payment of $5.00 per $1,000 in aggregate principal
amount of dollar denominated notes held by each holder of the
Existing Notes and GBP5.00 per GBP1,000 in aggregate principal
amount of sterling denominated notes held by each holder of the
Existing Notes who has validly delivered, and not validly revoked,
a duly executed consent prior to the Expiration Time (as such term
is defined in the Consent Solicitation Statements). With respect to
the 2021 Notes, VMSF will make a cash payment of $20.00 per $1,000
in aggregate principal amount of dollar denominated notes held by
each holder of the Existing Notes and GBP20.00 per GBP1,000 in
aggregate principal amount of sterling denominated notes held by
each holder of the Existing Notes who has validly delivered, and
not validly revoked, a duly executed consent prior to the
Expiration Time.
The cash payment will be made in two installments, the first
being 25% of the cash payment, which represents payments for the
Proposed Waivers, and the second being the remaining 75% of the
cash payment which represents payment for the Proposed Amendments.
Payments related to the Proposed Waivers will be made at or
promptly after the Expiration Time. Payments related to the
Proposed Amendments will be made on or promptly after the
consummation of the merger. If the Proposed Waivers and Proposed
Amendments are approved by the holders representing a majority in
principal amount of any series of Existing Notes, and a
supplemental indenture is validly entered into with respect to such
series of Existing Notes, the supplemental indenture would bind all
holders of the respective Existing Notes, including those that did
not give their consent, but non-consenting holders would not
receive the consent payment. Each Consent Solicitation is subject
to the satisfaction of certain customary conditions.
The consent solicitations are being made solely on the terms and
subject to the conditions set forth in the Consent Solicitation
Statements. The solicitations will expire at 5:00 pm New York time
on February 14, 2013. VMF and VMSF may, in their sole discretion,
terminate, extend or amend any consent solicitation at any time as
described in the Consent Solicitation Statements.
Copies of the Consent Solicitation Statements and other related
documents may be obtained from Lucid Issuer Services Limited, at
+44 (0)20 7704 0880 or virginmedia@lucid-is.com. Holders of the
Existing Notes are urged to review the Consent Solicitation
Documents for the detailed terms of the consent solicitation and
the procedures for consenting to the Proposed Amendments and the
Proposed Waivers. Any persons with questions regarding the consent
solicitations should contact the Solicitation Agent, Credit Suisse
Securities, at +44 (0)20 7883 8763 or +1 (212) 325 7596 or
liability.management@credit-suisse.com.
This announcement is for information purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
security. No recommendation is being made as to whether holders of
Existing Notes should consent to the Proposed Amendments or the
Proposed Waivers. The solicitation of consents is not being made in
any jurisdiction in which, or to or from any person to or from
whom, it is unlawful to make such solicitation under applicable
state or foreign securities or "blue sky" laws.
Forward-Looking Statements
Virgin Media cautions you that statements included in this
announcement that are not a description of historical facts are
forward-looking statements that involve risks, uncertainties,
assumptions and other factors which, if they do not materialize or
prove correct, could cause Virgin Media's results to differ
materially from historical results or those expressed or implied by
such forward-looking statements. Certain of these factors are
discussed in more detail under 'Risk Factors' and elsewhere in
Virgin Media's annual report on Form 10-K as filed with the U.S.
Securities and Exchange Commission (SEC) on February 21, 2012.
There can be no assurance that the transactions contemplated in
this announcement will be completed. Virgin Media assumes no
obligation to update any forward-looking statement included in this
announcement to reflect events or circumstances arising after the
date on which it was made.
Investor RelationsVirgin MediaRichard Williams, +44 (0) 1256
753037richard.williams@virginmedia.co.ukorVani Bassi, +44 (0) 1256
752347vani.bassi@virginmedia.co.ukorPhil Rudman, +44 (0)1256
752677phil.rudman@virginmedia.co.ukorMediaAt Tavistock
CommunicationsLulu Bridges, +44 (0) 20 7920
3150lbridges@tavistock.co.uk
Virgin Media (LSE:VMED)
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