Virgin Media Inc. Virgin Media Announces the Expiration of Consent Solicitations Relating to Certain Outstanding Notes
15 Febrero 2013 - 8:45AM
UK Regulatory
TIDMVMED
Virgin Media Inc. ("Virgin Media") (NASDAQ:VMED) (LSE:VMED)
today announced the expiration of the consent solicitations by its
subsidiaries Virgin Media Finance PLC ("VMF") and Virgin Media
Secured Finance PLC ("VMSF") in accordance with the terms of the
consent solicitation statements distributed on February 6, 2013,
relating to VMF's dollar denominated 8.375% senior notes due 2019
and sterling denominated 8.875% senior notes due 2019
(collectively, the "2019 Notes") and VMSF's dollar denominated
6.50% senior secured notes due 2018 and sterling denominated 7.00%
senior secured notes due 2018 (collectively, the "2018 Notes") and
dollar denominated 5.25% senior secured notes due 2021 and sterling
denominated 5.50% senior secured notes due 2021 (collectively, the
"2021 Notes").
As previously announced, VMF and VMSF have received the consents
of the holders of at least a majority in principal amount of the
then outstanding 2018 Notes and 2019 Notes to approve amendments
(the "Proposed Amendments") and waive (the "Proposed Waivers")
certain provisions of the indentures governing the 2018 Notes and
2019 Notes. As of 5:00 pm New York time on February 14, 2013 (the
"Expiration Time") the requisite level of consents for the 2021
Notes had not been received and the consent solicitation related
thereto expired and will not be extended.
The Proposed Amendments are effective for each of the 2018 Notes
and the 2019 Notes but will be operative only upon the successful
conclusion of the planned merger with Liberty Global Inc. VMF and
VMSF will make a cash payment of $5.00 per $1,000 in aggregate
principal amount of dollar denominated notes held by each holder of
the 2018 Notes and 2019 Notes and GBP5.00 per GBP1,000 in aggregate
principal amount of sterling denominated notes held by each holder
of the 2018 Notes and 2019 Notes who has validly delivered their
consent prior to the Expiration Time.
The cash payment will be made in two installments, the first
being 25% of the cash payment, which represents payments for the
Proposed Waivers, and the second being 75% of the cash payment,
which represents payment for the Proposed Amendments. Payments
related to the Proposed Waivers were made on February 15, 2013.
Payments related to the Proposed Amendments will be made on or
promptly after the consummation of the merger.
This announcement is for information purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
security.
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. 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.uk
Media ContactsAt Tavistock Communications, Lulu Bridges: +44 (0)
20 7920 3150 / lbridges@tavistock.co.uk
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