Virgin Media Inc. Pricing of $900 Million and GBP400 Million Aggregate Principal Amount of Senior Notes Due 2022
26 Octubre 2012 - 1:00AM
UK Regulatory
TIDMVMED
Virgin Media Announces Pricing of $900 Million and GBP400
Million Aggregate Principal Amount of Senior Notes Due 2022
LONDON, October 25, 2012 - Virgin Media Inc. ("Virgin Media")
(NASDAQ:VMED) (LSE:VMED), a leading UK entertainment and
communications business, today announced the pricing of the
offering by its wholly-owned subsidiary Virgin Media Finance PLC of
$900 million and GBP400 million aggregate principal amount of
senior notes due 2022.
The notes will be guaranteed by Virgin Media and certain of
Virgin Media's subsidiaries, will rank pari passu with Virgin Media
Finance PLC's outstanding senior notes due in 2019 and 2022 and
will be effectively subordinated to any future secured indebtedness
of Virgin Media Finance PLC. The sale of the notes is expected to
close on October 30, 2012, subject to satisfaction of customary
closing conditions.
The dollar-denominated notes will bear interest at a rate of
4.875% per annum and the sterling-denominated notes will bear
interest at a rate of 5.125% per annum. Interest on the notes will
be payable in cash semi-annually in arrears, beginning on February
15, 2013. The notes will mature on February 15, 2022. The net
proceeds from the offering, taking into account fees, expenses are
estimated to be approximately $1,526.1 million, based on a $/GBP
exchange rate of $1.6011 on October 22, 2012.
Virgin Media today also announced an amendment to the tender
offer by its subsidiary Virgin Media Finance PLC for its
outstanding senior notes due 2016 and 2019. The maximum tender
amount for the dollar-denominated 8.375% senior notes due 2019 and
the sterling-denominated 8.875% senior notes due 2019 has been
reduced to $250 million from $500 million. The offer to purchase
any and all of the dollar- and euro-denominated 9.50% Senior Notes
due 2016 remains unchanged. Upon the closing of the note offering,
the Company will have sufficient funds to fund the repurchase of
the notes pursuant to the amended tender offer and any subsequent
redemption of the senior notes due 2016.
Virgin Media intends to use the net proceeds from the notes
offering to repurchase its outstanding 9.50% senior notes due 2016
and $250 million aggregate principal amount of its outstanding
8.375% dollar- and 8.875% sterling-denominated senior notes due
2019 pursuant to Virgin Media Finance PLC's tender offer, announced
October 10, 2012, any subsequent redemption of the senior notes due
2016 and to pay related fees and expenses.
As of October 10, 2012, $850 million aggregate principal amount
of dollar-denominated and EUR180 million aggregate principal amount
of euro-denominated 9.50% senior notes due 2016 were outstanding.
As of October 10, 2012, $600 million aggregate principal amount of
8.375% dollar- and GBP350 million aggregate principal amount of
8.875% sterling-denominated senior notes due 2019 were outstanding.
The settlement date for the 9.50% senior notes due 2016 which have
been validly tendered prior to the early tender deadline and not
withdrawn is expected to be October 31, 2012. The expiration date
of the tender offer is now November 7, 2012. The expected
settlement date for those senior notes due 2016 tendered after the
early tender deadline and the senior notes due 2019 validly
tendered and accepted is on or around November 8, 2012.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the notes or any other securities
of Virgin Media, nor shall there be any offer, solicitation or sale
of the notes in any jurisdiction in which such offer, solicitation
or sale would be unlawful. A registration statement relating to the
notes became effective on February 27, 2012, and this offering is
being made by means of a prospectus supplement.
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.
Investor RelationsVirgin MediaRichard Williams, +44 (0) 1256
753037richard.williams@virginmedia.co.ukorVani Bassi, +44 (0) 1256
752347vani.bassi@virginmedia.co.ukorPhil Rudman, +44 (0) 1256
752677phil.rudman@virginmedia.co.ukorMediaTavistock
CommunicationsLulu Bridges, +44 (0) 20 7920
3150lbridges@tavistock.co.ukorMatt Ridsdale, +44 (0) 20 7920
3150mridsdale@tavistock.co.uk
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