Virgin Media Secured Finance PLC (the “Issuer”) today
announced that the previously announced Exchange Offer and Consent
Solicitation (each as defined and described below) expired at 11:59
p.m., New York time, on March 17, 2017 (such time and date, the
“Expiration Time”) and that it has accepted for exchange all
of its sterling-denominated 5.5% senior secured notes due 2021 (the
“Original Sterling Notes”) validly tendered and not
withdrawn prior to the Expiration Time. The Issuer also confirmed
that, as previously announced, it has received delivery of
corresponding consents from holders of a majority in aggregate
principal amount of Original Notes (as defined below) outstanding
(the “Requisite Consents”), as further described below.
On February 8, 2017, the Issuer announced the commencement of
(A) an offer to exchange (the “Exchange Offer”) any and all
of its outstanding Original Sterling Notes for the
sterling-denominated fixed-rate 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
(including by a supplement dated as of February 16, 2017), the
“Offering Memorandum”) and (B) a solicitation of consents
(the “Consent Solicitation” and, together with the Exchange
Offer, the “Offer”) from Eligible Holders (as defined below)
to make certain proposed amendments to the indenture (the
“Original Indenture”) governing the Original Sterling Notes
and the dollar-denominated 5.25% senior secured notes due 2021 (the
“Original Dollar Notes”, together with the Original Sterling
Notes, the “Original Notes”), pursuant to which
substantially all of the restrictive covenants, certain events of
default and certain additional covenants, rights and obligations
contained in the Original Indenture will be aligned with those for
the New Notes (the “Proposed Amendments”). The terms and
conditions of the Offer are set forth in the Offering Memorandum.
Capitalized terms used herein and not otherwise defined have the
meanings ascribed to them in the Offering Memorandum.
As at the Expiration Time, the following Original Sterling Notes
had been validly tendered and not validly withdrawn:
ISIN/Common Code
Pre-ExchangeOutstandingPrincipal
Amount of the Original SterlingNotes
AcceptedPrincipalAmount
ofthe OriginalSterlingNotes
forExchange
Post-ExchangeOutstandingPrincipal
Amount of the OriginalSterling
Notes
AcceptedPrincipalAmount
of the OriginalSterlingNotes (%)
Registered
Notes:XS0658363865065836386
£628,400,000
£521,294,000 £107,106,000 82.96%
As a result of obtaining the Requisite Consents in the Consent
Solicitation on February 23, 2017, the Issuer, the Guarantors and
the Original Notes Trustee under the Original Indenture entered
into a supplemental indenture to the Original Indenture (the
“Supplemental Indenture”) dated as of February 24, 2017 (the
“Consent Effective Date”), providing for the Proposed
Amendments. The Supplemental Indenture became effective on the
Consent Effective Date, however, the Proposed Amendments will only
become operative upon the issuance of the New Notes on the Exchange
Date (as defined below).
Eligible Holders whose Original Sterling Notes were validly
tendered at or prior to the expiration of the Early Exchange
Deadline and not withdrawn at or prior to the Withdrawal 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, 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 Issuer
expects to settle the Exchange Offer and issue the New Notes
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. Eligible
Holders who tendered their Original Sterling Notes in the Exchange
Offer are deemed to have consented to the Proposed Amendments and
Eligible Holders could not tender their Original Sterling Notes in
the Exchange Offer without delivering Consents. Any Original
Sterling Notes not tendered and exchanged pursuant to the Offer
will remain outstanding and the Eligible Holders of such Original
Sterling Notes will be subject to the terms of the Supplemental
Indenture even though they did not consent to the Proposed
Amendments.
The Offer was made solely pursuant to the Offering Memorandum,
which more fully set forth and governed the terms and conditions of
the Offer.
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
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 was 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 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. 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. Additionally, the
Offering Memorandum contains forward-looking statements and
information that is necessarily subject to risks, uncertainties and
assumptions. No assurance can be given that the Offer described
herein will be consummated. The Issuer assumes no obligations to
update or correct the information contained in this announcement.
See “Forward-Looking Statements” and “Risk Factors” in the Offering
Memorandum for a more complete discussion of certain factors that
could affect Virgin Media Inc.’s future performance and results of
operation. 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.
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 Credit Suisse Securities
(Europe) Limited as 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/20170320005506/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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