Virgin Media Inc. Virgin Media Announces Required Consents Received In Its 2018 Notes Consent Solicitation
13 Fevereiro 2013 - 4:15PM
UK Regulatory
TIDMVMED
Virgin Media Inc. ("Virgin Media") (NASDAQ:VMED) (LSE:VMED)
today announced that the consent solicitation, undertaken at the
request of Liberty Global, Inc. ("LGI") in order to facilitate the
funding by LGI in connection with the proposed merger of LGI and
Virgin Media, by its subsidiary Virgin Media Secured Finance PLC
("VMSF") with respect to 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") has been
successful and has obtained the required consents necessary to
approve the proposed amendments (the "Amendments") and waivers (the
"Waivers") to certain provisions of the indenture governing the
2018 Notes set forth in the consent solicitation statement dated
February 6, 2013 (the "Consent Solicitation Statement").
The adoption of the Amendments and the Waivers required the
consents of the holders of at least a majority in principal amount
of the then outstanding 2018 Notes voting as a single class. A
majority of noteholders (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their consents and not validly withdrawn them prior to the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 Statement). The solicitations of consents for the
Waivers and Amendments with respect to the 2018 Notes was
independent of the concurrent consent solicitations undertaken by
VMSF and Virgin Media Finance PLC ("VMF"), respectively, with
respect to VMSF's senior secured notes due 2021 and VMF's senior
notes due 2019.
A supplemental indenture has been entered into with respect to
the 2018 Notes containing the Waivers and Amendments and binds all
holders of the 2018 Notes, including those that did not give their
consent, though non-consenting holders will not receive the consent
payment.
The Waivers waive noteholders' right to require VMSF, as issuer
of the 2018 Notes to offer to repurchase such holder's notes as a
result of the change of control resulting from the proposed merger
with LGI and all other defaults that might result from the merger.
The Waivers are effective and operative as of the date hereof.
The Amendments are effective for the 2018 Notes but will be
operative only upon the successful conclusion of the merger. The
Amendments (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 Statement.
Upon the terms and subject to the conditions set forth in the
Consent Solicitation Statement, with respect to the 2018 Notes,
VMSF will make a cash payment in consideration of the consents to
the Waivers at or promptly after the Expiration Time of $1.25 per
$1,000 in aggregate principal amount of dollar denominated notes
held by each holder of the 2018 Notes and GBP1.25 per GBP1,000 in
aggregate principal amount of sterling denominated notes held by
each holder of the 2018 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
Statement).
Upon the terms and subject to the conditions set forth in the
Consent Solicitation Statement, with respect to the 2018 Notes,
VMSF will make a cash payment in consideration of the consents to
the Amendments at or promptly after the consummation of the merger
of $3.75 per $1,000 in aggregate principal amount of dollar
denominated notes held by each holder of the 2018 Notes and GBP3.75
per GBP1,000 in aggregate principal amount of sterling denominated
notes held by each holder of the 2018 Notes who has validly
delivered, and not validly revoked, a duly executed consent prior
to the Expiration Time.
The consent solicitation is being made solely on the terms and
subject to the conditions set forth in the Consent Solicitation
Statement. The solicitation, as well as the concurrent
solicitations with respect to VMSF's senior secured notes due 2021
and VMF's senior notes due 2019, will expire at 5:00 pm New York
time on February 14, 2013. VMSF may, in its sole discretion,
terminate, extend or amend any consent solicitation at any time as
described in the Consent Solicitation Statement.
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
2018 Notes should consent to the Amendments or the 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 7, 2013, as
amended. 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.
For further information, contact:
Virgin Media Investor RelationsRichard Williams: +44 (0) 1256
753037 / richard.williams@virginmedia.co.ukVani Bassi: +44 (0) 1256
752347 / vani.bassi@virginmedia.co.ukPhil Rudman : +44 (0)1256
752677 / phil.rudman@virginmedia.co.uk
Media ContactsAt Tavistock CommunicationsLulu Bridges: +44 (0)
20 7920 3150 / lbridges@tavistock.co.ukMatt Ridsdale: +44 (0) 20
7920 3150 / mridsdale@tavistock.co.uk
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