Virgin Media Inc. Required Consents Received In Its 2019 Notes Consent Solicitation
13 Febrero 2013 - 11:35AM
UK Regulatory
TIDMVMED
Virgin Media Announces Required Consents Received In Its 2019
Notes Consent Solicitation
LONDON, February 13, 2012 - Virgin Media Inc. ("Virgin Media")
(NASDAQ:VMED) (LSE:VMED) today announced that the consent
solicitation, undertaken at the request of Liberty Global, Inc.
("LGI") in order to facilitate the funding by LGI in connection
with the proposed merger of LGI and Virgin Media, by its subsidiary
Virgin Media Finance PLC ("VMF") with respect to holders of VMF's
dollar denominated 8.375% senior notes due 2019 and sterling
denominated 8.875% senior notes due 2019 (collectively, the "2019
Notes") has been successful and has obtained the required consents
necessary to approve the proposed amendments (the "Amendments") and
waivers (the "Waivers") to certain provisions of the indenture
governing the 2019 Notes set forth in the consent solicitation
statement dated February 6, 2013 (the "Consent Solicitation
Statement").
The adoption of the Amendments and the Waivers required the
consents of the holders of at least a majority in principal amount
of the then outstanding 2019 Notes voting as a single class. A
majority of noteholders (voting as a single class) have submitted
their consents and not validly withdrawn them prior to the
Revocation Deadline (as such term is defined in the Consent
Solicitation Statement). The solicitations of consents for the
Waivers and Amendments with respect to the 2019 Notes was
independent of the concurrent consent solicitations undertaken by
Virgin Media Secured Finance PLC ("VMSF"), with respect to VMSF's
senior secured notes due 2018 and 2021.
A supplemental indenture has been entered into with respect to
the 2019 Notes containing the Waivers and Amendments and binds all
holders of the 2019 Notes, including those that did not give their
consent, though non-consenting holders will not receive the consent
payment.
The Waivers waive noteholders' right to require VMF, as issuer
of the 2019 Notes to offer to repurchase such holder's notes as a
result of the change of control resulting from the proposed merger
with LGI and all other defaults that might result from the merger.
The Waivers are effective and operative as of the date hereof.
The Amendments are effective for the 2019 Notes but will be
operative only upon the successful conclusion of the merger. The
Amendments (i) change the definition of "Change of Control" to
reflect the ownership of Virgin Media following the recently
announced merger and modify certain change of control triggering
events in the indentures, (ii) allow the ongoing reporting
covenants to be satisfied through the provision of reports by a new
U.K. public limited company which will directly own LGI and Virgin
Media following the merger and Virgin Media (or its successor) and
(iii) amend certain other provisions of the indentures as described
in the Consent Solicitation Statement.
Upon the terms and subject to the conditions set forth in the
Consent Solicitation Statement, with respect to the 2019 Notes, VMF
will make a cash payment in consideration of the consents to the
Waivers at or promptly after the Expiration Time of $1.25 per
$1,000 in aggregate principal amount of dollar denominated notes
held by each holder of the 2019 Notes and GBP1.25 per GBP1,000 in
aggregate principal amount of sterling denominated notes held by
each holder of the 2019 Notes who has validly delivered, and not
validly revoked, a duly executed consent prior to the Expiration
Time (as such term is defined in the Consent Solicitation
Statement).
Upon the terms and subject to the conditions set forth in the
Consent Solicitation Statement, with respect to the 2019 Notes, VMF
will make a cash payment in consideration of the consents to the
Amendments at or promptly after the consummation of the merger of
$3.75 per $1,000 in aggregate principal amount of dollar
denominated notes held by each holder of the 2019 Notes and GBP3.75
per GBP1,000 in aggregate principal amount of sterling denominated
notes held by each holder of the 2019 Notes who has validly
delivered, and not validly revoked, a duly executed consent prior
to the Expiration Time.
The consent solicitation is being made solely on the terms and
subject to the conditions set forth in the Consent Solicitation
Statement. The solicitation, as well as the concurrent
solicitations with respect to VMSF's senior secured notes due 2018
and 2021, will expire at 5:00 pm New York time on February 14,
2013. VMF may, in its sole discretion, terminate, extend or amend
any consent solicitation at any time as described in the Consent
Solicitation Statement.
This announcement is for information purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
security. No recommendation is being made as to whether holders of
2019 Notes should consent to the Amendments or the Waivers. The
solicitation of consents is not being made in any jurisdiction in
which, or to or from any person to or from whom, it is unlawful to
make such solicitation under applicable state or foreign securities
or "blue sky" laws.
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 7, 2013, as
amended. 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 RelationsRichard Williams: +44 (0) 1256
753037 / richard.williams@virginmedia.co.ukVani Bassi: +44 (0) 1256
752347 / vani.bassi@virginmedia.co.ukPhil Rudman : +44 (0)1256
752677 / phil.rudman@virginmedia.co.ukMedia ContactsAt Tavistock
Communications,Lulu Bridges: +44 (0) 20 7920 3150 /
lbridges@tavistock.co.ukMatt Ridsdale: +44 (0) 20 7920 3150 /
mridsdale@tavistock.co.uk
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