Virgin Media Secured Finance PLC Announces the Extension of the Expiration Time of the Exchange Offer and
Consent Solicitation
Virgin Media Secured Finance PLC (the “Issuer”) today announced that it has extended the Expiration Time (as defined
below) of the previously announced Exchange Offer and Consent Solicitation (each as defined and described below) from 11:59 p.m.,
New York time, on March 9, 2017 to 11:59 p.m., New York time, on March 17, 2017 (such time and date, the “Expiration
Time”).
On February 8, 2017, the Issuer announced the commencement of (A) an offer to exchange (the “Exchange Offer”) any and all
of its outstanding Original Sterling Notes for the sterling-denominated fixed-rate senior secured notes due 2025 (the “New
Notes”) upon the terms and conditions of the offering memorandum dated as of February 8, 2017 (as amended or supplemented
(including by a supplement dated as of February 16, 2017), the “Offering Memorandum”) and (B) a solicitation of consents
(the “Consent Solicitation” and, together with the Exchange Offer, the “Offer”) from Eligible Holders (as defined
below) to make certain proposed amendments to the indenture (the “Original Indenture”) governing the Original Sterling Notes
and the dollar-denominated 5.25% senior secured notes due 2021 (the “Original Dollar Notes”, together with the Original
Sterling Notes, the “Original Notes”), pursuant to which substantially all of the restrictive covenants, certain events of
default and certain additional covenants, rights and obligations contained in the Original Indenture will be aligned with those for
the New Notes (the “Proposed Amendments”). The terms and conditions of the Offer are set forth in the Offering Memorandum.
Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Offering Memorandum.
As of 11:59 p.m., New York time, on March 9, 2017, the following Original Sterling Notes had been validly tendered and not
validly withdrawn or revoked:
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ISIN/Common Code |
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Pre-
Exchange
Outstanding
Principal
Amount of
the Original
Sterling
Notes
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Tendered
Principal
Amount of
the Original
Sterling
Notes
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Aggregate
Tendered
Principal
Amount of
the Original
Sterling
Notes (%)
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Registered Notes:
XS0658363865
065836386
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£628,400,000 |
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£521,194,000 |
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82.94% |
As a result of obtaining the Requisite Consents in the Consent Solicitation on February 23, 2017, the Issuer, the Guarantors and
the Original Notes Trustee under the Original Indenture entered into a supplemental indenture to the Original Indenture (the
“Supplemental Indenture”), dated as of February 24, 2017 (the “Consent Effective Date”), providing for the Proposed
Amendments. The Supplemental Indenture became effective on the Consent Effective Date, however, the Proposed Amendments will only
become operative upon the issuance of the New Notes on the Exchange Date (as defined below).
Eligible Holders whose Original Sterling Notes were validly tendered at or prior to the expiration of the Early Exchange
Deadline and not withdrawn at or prior to the Withdrawal Deadline will receive £1,000 in principal amount of New Notes per £1,000
principal amount of Original Sterling Notes. For any Original Sterling Notes tendered after the Early Exchange Deadline, but before
the Expiration Time, Eligible Holders will receive £970 in principal amount of New Notes per £1,000 principal amount of Original
Sterling Notes. Interest on the New Notes will initially accrue at the rate of 6.0% per annum, provided that from (and including)
January 15, 2021, the New Notes will accrue interest at a rate of 11.0% per annum. Prior to January 15, 2021, the New Notes will
not be redeemable by the Issuer without paying a “make whole” premium. On or after January 15, 2021, the Issuer may redeem all or
part of the New Notes at an initial redemption price (expressed as a percentage of the principal amount of New Notes) of 105.0%,
with two further step downs in the redemption price of 102.5% and par from January 15, 2022 and January 15, 2023 respectively. The
Issuer expects to settle the Exchange Offer and issue the New Notes promptly following the Expiration Time, which is expected to be
on the second business day following the Expiration Time (the “Exchange Date”). Eligible Holders will also receive accrued
and unpaid interest in cash on Original Sterling Notes accepted for exchange through, but not including, the Exchange Date.
Eligible Holders who tender their Original Sterling Notes in the Exchange Offer are deemed to have consented to the Proposed
Amendments and Eligible Holders may not tender their Original Sterling Notes in the Exchange Offer without delivering Consents. Any
Original Sterling Notes not tendered and exchanged pursuant to the Offer will remain outstanding and the Eligible Holders of such
Original Sterling Notes will be subject to the terms of the Supplemental Indenture even though they did not consent to the Proposed
Amendments.
The Offer is being made solely pursuant to the Offering Memorandum, which more fully sets forth and governs the terms and
conditions of the Offer, how to tender the Original Sterling Notes in the Offer and deliver Consents thereby, and certain
conditions to the Offer. The Offering Memorandum contains important information that should be read carefully before any decision
is made with respect to the Offer. Copies of the Offering Memorandum can be obtained by Eligible Holders of the Original Sterling
Notes from the Exchange Agent and Information Agent at the telephone number below.
Virgin Media Secured Finance PLC
Media House
Bartley Wood Business Park
Hook, Hampshire RG27 9UP
United Kingdom Vani Bassi, Head of Investor Relations, +44 1256 752347
Issued by: Virgin Media Secured Finance PLC
About Virgin Media
Virgin Media offers four multi award-winning services across the UK and Ireland: broadband, TV, mobile phone and landline. The
company’s dedicated, ultrafast network delivers the fastest widely available broadband speeds to homes and businesses. We’re
expanding this through our £3bn Project Lightning programme to pass an incremental 4 million premises. Our interactive TV service
brings live programmes, thousands of hours of on-demand programming and the best apps and games in a set-top box, as well as
on-the-go services for tablets and smartphones. We launched the world’s first virtual mobile network, offering fantastic value and
services. We are also one of the largest fixed-line phone providers in the UK and Ireland. Through Virgin Media Business, we
support entrepreneurs, businesses and the public sector, delivering the fastest speeds and tailor-made services. Virgin Media is
part of Liberty Global, the world’s largest international cable company, with operations in more than 30 countries.
Disclaimer
None of the Issuer, Credit Suisse Securities (Europe) Limited (the “Dealer Manager”), the trustee of the New Notes, the
trustee of the Original Sterling Notes, the Information Agent, or the Exchange Agent (or their respective directors, employees or
affiliates) makes any recommendation as to whether or not Eligible Holders of the Original Sterling Notes should submit Original
Sterling Notes for exchange and deliver Consents with respect to such notes thereby. This announcement does not constitute the
solicitation of an offer to buy or an offer to sell Original Sterling Notes or New Notes, as applicable, or a solicitation of
Consents, in any jurisdiction in which such offer, sale or solicitation would be unlawful. The Offer is only being made (1) to
“qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act
provided by Section 4(a)(2) thereof and (2) outside the United States to persons that are not “U.S. persons,” as such term is
defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act and who would be participating in any
transaction in accordance with Regulation S. Holders of the Original Sterling Notes who have certified to the Issuer that they are
eligible to participate in the Offer pursuant to at least one of the foregoing conditions are referred to as “Eligible
Holders”. The New Notes to be offered have not been, and will not be, registered under the Securities Act and may not be
offered or sold in the United States absent an applicable exemption from registration requirements.
This announcement does not describe all the material terms of the Offer and no decision should be made by any holder of the
Original Sterling Notes on the basis of this announcement. The complete terms and conditions of the Offer are described in the
Offering Memorandum. This announcement must be read in conjunction with the Offering Memorandum. The Offering Memorandum contains
important information which should be read carefully before any decision is made with respect to the Offer. Additionally, the
Offering Memorandum contains forward-looking statements and information that is necessarily subject to risks, uncertainties and
assumptions. No assurance can be given that the Offer described herein will be consummated. The Issuer assumes no obligations to
update or correct the information contained in this announcement. See “Forward-Looking Statements” and “Risk Factors”
in the Offering Memorandum for a more complete discussion of certain factors that could affect Virgin Media Inc.’s future
performance and results of operation. If any holder is in any doubt as to the contents of this announcement or the Offer or the
action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences,
immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any
individual or company whose Original Sterling Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or
other nominee must contact such entity if it wishes to exchange such Original Sterling Notes and deliver its Consent thereby
pursuant to the Offer.
The information contained in this announcement does not constitute an invitation or inducement to engage in investment activity
within the meaning of the United Kingdom Financial Services and Markets Act 2000. In the United Kingdom, this announcement is being
distributed only to, and is directed only to persons who (i) are investment professionals, as such term is defined in Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion
Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated
associations, etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom
an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and
Markets Act 2000 (“FSMA”)) in connection with the issue or sale of any New Notes may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred to as “Relevant Persons”).The information contained in
this announcement must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. In the United
Kingdom, the New Notes are and any investment or investment activity to which this announcement relates, is available only to
Relevant Persons, and will be engaged in only with such persons. Any person who is not a Relevant Person should not act or rely on
the information contained in this announcement.
Holders of Original Sterling Notes with questions regarding the Offer procedures should contact the Exchange Agent and/or
Information Agent for further information. All other questions concerning the Offer should be directed to the Dealer
Manager.
Disclosure of inside information by Virgin Media Secured Finance plc under Article 17(1) of Regulation (EU) 596/2014.
![](http://cts.businesswire.com/ct/CT?id=bwnews&sty=20170310005342r1&sid=mstr1&distro=nx&lang=en)
Dealer Manager
Credit Suisse Securities (Europe) Limited
One Cabot Square
London E14 4QJ
United Kingdom
Telephone: +44 (0)207 883 8763
Attention: The Liability Management Desk
Email: liability.management@credit-suisse.com
or
Exchange Agent and Information Agent
Lucid Issuer Services Limited
Attention: Sunjeeve Patel / Paul Kamminga
Tel: +44 (0)20 7704 0880
Email: virginmedia@lucid-is.com
View source version on businesswire.com: http://www.businesswire.com/news/home/20170310005342/en/