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| [February 15, 2013] |
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Virgin Media Announces the Expiration of Consent Solicitations Relating to Certain Outstanding Notes
LONDON --(Business Wire)--
Virgin Media (News - Alert) 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 "Expration 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 (News - Alert) 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 £5.00 per £1,000 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 (News - Alert)) 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.

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