Virgin Media Inc. Further re Extension of Cash Tender Offer
24 Octubre 2012 - 8:00AM
UK Regulatory
TIDMVMED
Virgin Media Announces the Extension of the Early Tender
Deadline for its Cash Tender Offer for its 9.50% Senior Notes due
2016 and its 8.375% and 8.875% Senior Notes due 2019
LONDON, October 24, 2012 - Virgin Media Inc. ("Virgin Media")
(NASDAQ:VMED) (LSE:VMED) today announced the extension of the early
tender deadline for the previously announced cash 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 terms and conditions of the tender offer are described in
the Offer to Purchase dated as of October 10, 2012 and related
Letter of Transmittal that were distributed to holders of
Notes.
The Early Tender Deadline is being extended from 11:59 pm New
York City time, on October 23, 2012 to 11:59 p.m., New York City
time, on October 25, 2012. The Withdrawal Deadline has passed.
Validly tendered Notes may no longer be withdrawn.
Important Dates
Date Calendar Date Event
Early Tender Deadline for 11:59 p.m., New York City The last time for Holders
2016 and 2019 Notes time, October 25, 2012. to tender Notes in
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
2016 and 2019 Notes time, October 23, 2012. to validly
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 On or around October 30, 2012 The day that Holders
2016 Notes of 2016 Notes
will be paid the applicable
Total Consideration
and accrued
interest for 2016 Notes
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and not withdrawn and that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 7, 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 8, 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.
The tender offer expires at 11:59 p.m., New York City time, on
November 7, 2012.
The Issuer intends to cancel and retire all of the Notes
purchased pursuant to the tender offer.
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
offer. 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 or the
Information and Tender Agent is 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 Offer 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
Richard Williams: +44 (0) 1256 753037 /
richard.williams@virginmedia.co.uk
Vani Bassi: +44 (0) 1256 752347 /
vani.bassi@virginmedia.co.uk
Phil Rudman : +44 (0)1256 752677 /
phil.rudman@virginmedia.co.uk
Media Contacts
At Tavistock Communications, Lulu Bridges: +44 (0) 20 7920 3150
/ lbridges@tavistock.co.uk
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