Virgin Media Secured Finance PLC (the “Issuer”) today
announced that it has commenced an offer to exchange (the
“Exchange Offer”) any and all outstanding
sterling-denominated 5.5% senior secured notes due 2021 (the
“Original Sterling Notes”) for new sterling-denominated 6.0
% senior secured notes due 2025 (the “New Notes”) upon the
terms and conditions of the offering memorandum dated as of
February 8, 2017 (as amended or supplemented, the “Offering
Memorandum”).
Eligible Holders (as defined below) who validly tender and do
not validly withdraw their Original Sterling Notes in the Exchange
Offer prior to 11:59 p.m., New York time, on February 23, 2017 (as
it may be extended, the “Early Exchange Deadline”) will
receive £1,000 in principal amount of New Notes per £1,000
principal amount of Original Sterling Notes. For any Original
Sterling Notes tendered after the Early Exchange Deadline, but
before the Expiration Time (as defined below), Eligible Holders
will receive £970 in principal amount of New Notes per £1,000
principal amount of Original Sterling Notes. Interest on the New
Notes will initially accrue at the rate of 6.0% per annum, provided
that from (and including) January 15, 2021, the New Notes will
accrue interest at a rate of 11.0% per annum. Prior to January 15,
2021, the New Notes will not be redeemable by the Issuer without
paying a “make whole” premium. On or after January 15, 2021, the
Issuer may redeem all or part of the New Notes at an initial
redemption price (expressed as a percentage of the principal amount
of New Notes) of 105.0%, with two further step downs in the
redemption price of 102.5% and par from January 15, 2022 and
January 15, 2023 respectively. The New Notes will be issued
promptly following the Expiration Time, which is expected to be on
the second business day following the Expiration Time (the
“Exchange Date”). Eligible Holders will also receive accrued
and unpaid interest in cash on Original Sterling Notes accepted for
exchange through, but not including, the Exchange Date. We actively
manage our debt maturity profile and this Exchange Offer is part of
our on-going refinancing efforts that focus on extending our debt
maturities.
In connection with the Exchange Offer, the Issuer is also
seeking to solicit (the “Consent Solicitation” and, together
with the Exchange Offer, the “Offer”) consents (the
“Consents”) from Eligible Holders participating in the
Exchange Offer to make certain proposed amendments to the indenture
governing the Original Sterling Notes (the “Proposed
Amendments”). The Proposed Amendments will amend substantially
all of the restrictive covenants, certain events of default and
certain additional covenants, rights and obligations contained in
the indenture governing the Original Sterling Notes in order to
align covenants of the Original Sterling Notes to those for the New
Notes. Eligible Holders who tender their Original Sterling Notes in
the Exchange Offer will be deemed to have consented to the Proposed
Amendments and Eligible Holders may not tender their Original
Sterling Notes in the Exchange Offer without delivering Consents.
The purpose of the Consent Solicitation is to align the covenants
of the Original Sterling Notes to the New Notes and to other series
of our existing senior secured notes, in order to streamline our
covenant compliance obligations across our debt documentation.
The Offer is being made solely pursuant to the Offering
Memorandum, which more fully sets forth and governs the terms and
conditions of the Offer, how to tender Original Sterling Notes in
the Offer and deliver Consents thereby, and certain conditions to
the Offer. The Offering Memorandum contains important information
that should be read carefully before any decision is made with
respect to the Offer. The Exchange Offer and Consent Solicitation
will expire at 11:59 p.m., New York time, on March 9, 2017, (as it
may be extended, the “Expiration Time”). Tendered Original
Sterling Notes may be validly withdrawn at any time prior to the
earlier of (i) the Early Exchange Deadline and (ii) the date on
which the requisite consents to the Proposed Amendments are
received, but not thereafter.
Copies of the Offering Memorandum can be obtained by Eligible
Holders) of the Original Sterling Notes from the Exchange Agent and
Information Agent at the telephone number below.
Virgin Media Secured Finance PLCMedia HouseBartley Wood Business
ParkHook, Hampshire RG27 9UPUnited Kingdom Vani Bassi, Head of
Investor Relations, +44 1256 752347Issued by: Virgin Media Secured
Finance PLC
About Virgin Media
Virgin Media offers four multi award-winning services across the
UK and Ireland: broadband, TV, mobile phone and landline. The
company’s dedicated, ultrafast network delivers the fastest widely
available broadband speeds to homes and businesses. We’re expanding
this through our £3bn Project Lightning programme to pass an
incremental 4 million premises. Our interactive TV service brings
live programmes, thousands of hours of on-demand programming and
the best apps and games in a set-top box, as well as on-the-go
services for tablets and smartphones. We launched the world’s first
virtual mobile network, offering fantastic value and services. We
are also one of the largest fixed-line phone providers in the UK
and Ireland. Through Virgin Media Business, we support
entrepreneurs, businesses and the public sector, delivering the
fastest speeds and tailor-made services. Virgin Media is part of
Liberty Global, the world’s largest international cable company,
with operations in more than 30 countries.
Disclaimer
None of the Issuer, the Dealer Manager, the trustee of the New
Notes, the trustee of the Original Sterling Notes, the Information
Agent, or the Exchange Agent (or their respective directors,
employees or affiliates) makes any recommendation as to whether or
not Eligible Holders of the Original Sterling Notes should submit
Original Sterling Notes for exchange and deliver Consents with
respect to such notes thereby. This announcement does not
constitute the solicitation of an offer to buy or an offer to sell
Original Sterling Notes or New Notes, as applicable, or a
solicitation of Consents, in any jurisdiction in which such offer,
sale or solicitation would be unlawful. The Offer is only being
made (1) to “qualified institutional buyers” as defined in Rule
144A under the Securities Act of 1933, as amended (the
“Securities Act”), in a private transaction in reliance upon
the exemption from the registration requirements of the Securities
Act provided by Section 4(a)(2) thereof and (2) outside the United
States to persons that are not “U.S. persons,” as such term is
defined in Rule 902 of Regulation S (“Regulation S”) under
the Securities Act and who would be participating in any
transaction in accordance with Regulation S. Holders of the
Original Sterling Notes who have certified to the Issuer that they
are eligible to participate in the Offer pursuant to at least one
of the foregoing conditions are referred to as “Eligible
Holders”. The New Notes to be offered have not been, and will
not be, registered under the Securities Act and may not be offered
or sold in the United States absent an applicable exemption from
registration requirements.
This announcement does not describe all the material terms of
the Offer and no decision should be made by any holder of the
Original Sterling Notes on the basis of this announcement. The
complete terms and conditions of the Offer are described in the
Offering Memorandum. This announcement must be read in conjunction
with the Offering Memorandum. The Offering Memorandum contains
important information which should be read carefully before any
decision is made with respect to the Offer. If any holder is in any
doubt as to the contents of this announcement or the Offer or the
action it should take, it is recommended to seek its own financial
and legal advice, including in respect of any tax consequences,
immediately from its stockbroker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Original Sterling Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee must contact such entity if it wishes to exchange
such Original Sterling Notes and deliver its Consent thereby
pursuant to the Offer.
The information contained in this announcement does not
constitute an invitation or inducement to engage in investment
activity within the meaning of the United Kingdom Financial
Services and Markets Act 2000. In the United Kingdom, this
announcement is being distributed only to, and is directed only to
persons who (i) are investment professionals, as such term is
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended, the
“Financial Promotion Order”), (ii) are persons falling
within Article 49(2)(a) to (d) (“high net worth companies,
unincorporated associations, etc.”) of the Financial Promotion
Order, (iii) are outside the United Kingdom, or (iv) are
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000 (“FSMA”)) in connection with
the issue or sale of any New Notes may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as “Relevant Persons”).The
information contained in this announcement must not be acted on or
relied on in the United Kingdom by persons who are not Relevant
Persons. In the United Kingdom, the New Notes are and any
investment or investment activity to which this announcement
relates, is available only to Relevant Persons, and will be engaged
in only with such persons. Any person who is not a Relevant Person
should not act or rely on the information contained in this
announcement.
Holders of Original Sterling Notes with questions regarding
the Offer procedures should contact the Exchange Agent and/or
Information Agent for further information. All other questions
concerning the Offer should be directed to the Dealer
Manager.
Disclosure of inside information by Virgin Media Secured Finance
plc under Article 17(1) of Regulation (EU) 596/2014.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170208005459/en/
Dealer ManagerCredit Suisse
Securities (Europe) LimitedOne Cabot SquareLondon E14 4QJUnited
KingdomTelephone: +44 (0)207 883 8763Attention: The Liability
Management DeskEmail:
liability.management@credit-suisse.comorExchange Agent and Information AgentLucid
Issuer Services LimitedAttention: Sunjeeve Patel / Paul
KammingaTel: +44 (0)20 7704 0880Email: virginmedia@lucid-is.com
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