TIDMVMED
LONDON, October 10, 2012 - Virgin Media Inc. ("Virgin Media")
(NASDAQ:VMED) (LSE:VMED) today announced the commencement of tender
offers by its subsidiary Virgin Media Finance PLC (the "Issuer") to
purchase any and all of its dollar- and euro-denominated 9.50%
Senior Notes due 2016 (the "2016 Notes") and up to $500 million
aggregate principal amount (the "Maximum Tender Amount") of its
dollar-denominated 8.375% Senior Notes due 2019 and its
sterling-denominated 8.875% Senior Notes due 2019 (the "2019 Notes"
and with the 2016 Notes, the "Notes") (the "Offers").
The tender offer forms part of Virgin Media's GBP225 million
second-phase Capital Return Programme, announced in July 2011, of
which GBP175 million remains available to optimise Virgin Media's
outstanding debt structure. The purpose of the tender offers is to
enable Virgin Media to lower its interest cost and enhance its
capital structure by further extending its amortisation schedule.
Virgin Media's ongoing share buyback programme is still in place
and is unaffected.
The terms and conditions of the tender offers are described in
the Offer to Purchase dated October 10, 2012 to be distributed to
holders of the Notes. The tender offers are subject to the
satisfaction of a financing condition requiring the completion by
Virgin Media or one of its subsidiaries of an offering of debt
securities, a loan or other financing transaction, on terms
satisfactory to Virgin Media, to raise sufficient funds for the
Issuer to pay the total consideration for the Notes. Neither the
tender offer for the 2016 Notes nor the tender offer for the 2019
Notes is conditioned upon successful completion of the other offer.
Important dates with respect to the tender offer are listed
below.
The applicable Total Consideration equals the applicable Tender
Offer Consideration for each $1,000, GBP1,000 and EUR1,000
principal amount of dollar-, sterling- and euro-denominated notes,
validly tendered pursuant to the tender offer on or prior to the
Early Tender Deadline (and not validly withdrawn prior to the
Withdrawal Deadline) and accepted for purchase plus the applicable
Early Tender Premium, as set out below.
The applicable Tender Offer Consideration will consist of the
applicable Total Consideration less the applicable Early Tender
Premium.
Description Dollar Notes Outstanding Tender Early Tender Total
of Notes CUSIP/ISIN Aggregate Principal Offer Premium(1) Consideration(2)
Euro Notes and Amount Consideration(1)
Sterling
NotesISIN/Common
Code
Dollar-denominated 92769V AA7/ US92769V $850,000,000 $1,086.70 $1,116.70
9.50% AA70
Senior Notes $30.00
due 2016
Euro XS0432072295 EUR180,000,000 EUR1088.30 EUR30.00 EUR1,118.30
Denominated / 043207229
9.50%
Senior Notes
due 2016
Dollar-denominated 92769V AB5 / $1,160.00
8.375% US92769VAB53 $600,000,000 $1,130.00 $30.00
Senior Notes
due 2019
Sterling-denominated XS0464803765/ GBP350,000,000 GBP1,130.00 GBP30.00 GBP1,160.00
8.875% 046480376
Senior Notes
due 2019
(1) Per $1,000, EUR1,000, and GBP1,000 principal amount of
notes.
(2) Total Consideration per $1,000, EUR1,000, GBP1,000 principal
amount of notes, as applicable, will only be paid to Holders whose
Notes are validly tendered at or prior to the Early Tender Deadline
and accepted by the Company.
The dollar-denominated notes can only be tendered in the Offers
in minimum principal amounts of $1,000 and integral multiples of
$1,000 in excess thereof. After the Offers are completed, the
tendering holder must continue to hold Notes in a minimum aggregate
principal amount of $100,000.
The sterling-denominated notes can only be tendered in the
Offers in minimum principal amounts of GBP50,000 and integral
multiples of GBP1,000 in excess thereof. After the Offers are
completed, the tendering holder must continue to hold Notes in a
minimum aggregate principal amount of GBP50,000.
The euro-denominated notes can only be tendered in the Offers in
minimum principal amounts of EUR50,000 and integral multiples of
EUR1,000 in excess thereof. After the Offers are completed, the
tendering holder must continue to hold Notes in a minimum aggregate
principal amount of EUR50,000.
On the Early Settlement Date, the Issuer will pay the applicable
Total Consideration plus accrued interest to holders of the 2016
Notes who validly tendered prior to the Early Tender Deadline. On
the Settlement Date, the Issuer will pay holders of the 2016 Notes
who tender after the Early Tender Deadline the applicable Tender
Offer Consideration plus accrued interest to the date of repurchase
and with respect to all validly tendered 2019 Notes accepted for
payment, the applicable Total Consideration plus accrued interest
to the date of repurchase for those tendered prior to the Early
Tender Deadline or the applicable Tender Offer Consideration plus
accrued interest to the date of repurchase for those tendered after
the Early Tender Deadline.
The aggregate principal amount of the 2019 Notes to be purchased
will be limited to $500 million. If the aggregate principal amount
of 2019 Notes tendered exceeds the limit, then any 2019 Notes
purchased will be prorated (with the sterling-denominated Notes
being converted into dollars at the applicable exchange rate)
pursuant to the terms of the Offer to Purchase. The Issuer may, at
its sole discretion, increase, decrease or waive the Maximum Tender
Amount, subject to applicable law and as provided in the Offer to
Purchase. The Issuer may amend, extend or terminate either or both
of the 2016 Notes offer or the 2019 Notes offer in its sole
discretion.
The Issuer intends to cancel and retire all of the Notes
purchased pursuant to the tender offer. The Issuer intends, though
is under no obligation, to issue a redemption notice for all 2016
Notes not tendered pursuant to the 2016 Notes Offer pursuant to
which the Issuer will pay the make-whole amount for such 2016
Notes.
Important Dates
Date Calendar Date Event
Early Tender Deadline for 11:59 p.m., New York City The last time for Holders to tender Notes in
2016 and 2019 Notes time, October 23, 2012. order to qualify for the payment of the
applicable Total Consideration, which includes
the applicable Early Tender Premium.
Withdrawal Deadline for 11:59 p.m., New York City The last time for Holders to validly
2016 and 2019 Notes time, October 23, 2012. withdraw tenders of Notes.
The Issuer may extend the
Early Tender Deadline or
increase, decrease or waive the
Maximum Tender Amount, in
each case without extending
the Withdrawal Deadline.
Early Settlement Date for A business day following the The day that Holders of 2016 Notes
2016 Notes Early Tender Deadline will be paid the applicable
and the satisfaction or waiver of the Total Consideration and accrued
conditions to the Offers and is expected interest for 2016 Notes
to be no earlier than October 30, 2012. validly tendered at or prior
to the Early Tender Deadline
and not withdrawn and that
are accepted for purchase.
Expiration Date for 11:59 p.m., New York City The last time for Holders to
2016 and 2019 Notes time, November 6, 2012. tender Notes pursuant to the
Offers in order to be eligible
to receive payment
of the applicable Tender Offer
Consideration, which
excludes the applicable Early Tender Premium.
Settlement Date for Promptly after the Expiration The day that Holders will be
2016 and 2019 Notes Date. The Issuer expects paid the applicable Total
that this date will be on Consideration and accrued
or about November 7, 2012. interest for 2019 Notes
validly tendered at or prior
to the Early Tender
Deadline and that are accepted for purchase and
the applicable Tender Offer
Consideration and accrued
interest for Notes validly tendered after the
Early Tender Deadline but at
or prior to the Expiration
Date and that are accepted for purchase.
J.P. Morgan Securities PLC and J.P. Morgan Securities LLC and
their respective affiliates ("J.P. Morgan") and The Royal Bank of
Scotland plc and RBS Securities Inc. and their respective
affiliates ("RBS") are acting as Dealer Managers for the tender
offers. The Information and Tender Agent for the tender offer is
Lucid Issuer Services Limited. Holders with questions about the
tender offer should contact the Dealer Managers or the Information
and Tender Agent. Requests for copies of any Offer to Purchase or
Letter of Transmittal should be directed to the Information and
Tender Agent at virginmedia@lucid-is.com. Any questions or requests
for assistance may be directed to the Dealer Managers at the
addresses and telephone numbers set forth herein.
None of Virgin Media, the Issuer, the Dealer Managers, the
Information and Tender Agent or any of their affiliates are making
any recommendations to holders of Notes as to whether to tender or
refrain from tendering their Notes in the tender offer. Holders of
Notes must decide how many Notes they will tender, if any.
This announcement is neither an offer to purchase nor the
solicitation of an offer to sell any of the securities described
herein, nor shall there be any offer or sale of such securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful. The tender offer is made solely pursuant to the Offer to
Purchase dated October 10, 2012 and the related Letter of
Transmittal.
The Dealer Managers for the Offers are:
J.P. Morgan Securities LLC RBS Securities Inc.
383 Madison Avenue 600 Washington Boulevard
New York, New York 10179 Stamford, CT 06840
Attention: Liability Management Group Attn: Liability Management Group
(800) 245-8812 (toll-free) Toll Free (inside the United
(212) 834-2046 (collect) States) - 877-297-9832
Collect - 203-897-4825
J.P. Morgan Securities Plc
25 Bank Street, Canary Wharf The Royal Bank of Scotland plc
London E14 5JPM 135 Bishopsgate
United Kingdom London EC2M 3UR
+44 (0)20 7134 3166 United Kingdom
Attn: Liability Management Group
Tel: +44 (0)20 7085 4634
Email: liabilitymanagement@rbs.com
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.
For further information, contact:
Virgin Media Investor Relations
Vani Bassi: +44 (0) 1256 752347 /
vani.bassi@virginmedia.co.uk
Phil Rudman : +44 (0)1256 752677 /
phil.rudman@virginmedia.co.uk
Media Contacts
Tavistock Communications
Lulu Bridges: +44 (0) 20 7920 3150 /
lbridges@tavistock.co.uk
Matt Ridsdale: +44 (0) 20 7920 3150 /
mridsdale@tavistock.co.uk
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