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VMED: Virgin Media Inc.: Consent Solicitations Relating to Certain Outstanding Notes

  VMED: Virgin Media Inc.: Consent Solicitations Relating to Certain
  Outstanding Notes

UK Regulatory Announcement

LONDON

Virgin Media Announces Consent Solicitations Relating to Certain Outstanding
Notes

LONDON, February 6, 2013 - Virgin Media Inc. (“Virgin Media”) (NASDAQ:VMED)
(LSE:VMED) today announced that at the request of Liberty Global, Inc. (“LGI”)
and in order to facilitate the funding by LGI in connection with the merger of
LGI and Virgin Media, its subsidiary Virgin Media Finance PLC (“VMF”) will
solicit consents from 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”) and its subsidiary Virgin Media Secured Finance PLC (“VMSF”)
will solicit consents from holders of 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” and together with the 2018 Notes and 2019
Notes, the “Existing Notes”) to approve amendments (the “Proposed Amendments”)
and to waive (the “Proposed Waivers”) certain provisions of the indentures
governing the Existing Notes.

The adoption of the Proposed Amendments and the Proposed Waivers, with respect
to each series of the Existing Notes, requires the consents of the holders of
at least a majority in principal amount of the then outstanding notes of each
such series voting as a single class. The solicitations of consents for the
Proposed Waivers and Proposed Amendments with respect to each series of
Existing Notes are independent of each other.

The Proposed Waivers will be effective and operative for each series once a
majority of noteholders for such series (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submitted their consents and not validly withdrawn them prior to the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
Statements (as defined below)). The Proposed Waivers would waive noteholders’
right to require VMF, as issuer of the 2019 Notes, and VMSF, as issuer of the
2018 Notes and 2021 Notes, to repurchase such holder’s notes as a result of
the change of control resulting from the proposed merger with LGI and would
waive all other defaults that might result from the merger.

The Proposed Amendments will be effective for each series of Existing Notes
once a majority of noteholders for such series (voting as a single class) have
submitted their consents and not validly withdrawn them prior to the
Revocation Deadline but will be operative only upon the successful conclusion
of the merger. The Proposed Amendments would (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 statements dated
February 6, 2013 (the “Consent Solicitation Statements”).

Upon the terms and subject to the conditions set forth in the Consent
Solicitation Statements dated February 6, 2013, with respect to the 2018 Notes
and the 2019 Notes, VMF and/or 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 Existing Notes and £5.00 per £1,000 in aggregate principal
amount of sterling denominated notes held by each holder of the Existing 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 Statements). With respect to the 2021 Notes, VMSF will make a
cash payment of $20.00 per $1,000 in aggregate principal amount of dollar
denominated notes held by each holder of the Existing Notes and £20.00 per
£1,000 in aggregate principal amount of sterling denominated notes held by
each holder of the Existing Notes who has validly delivered, and not validly
revoked, a duly executed 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 the remaining 75% of the cash payment which represents payment
for the Proposed Amendments. Payments related to the Proposed Waivers will be
made at or promptly after the Expiration Time. Payments related to the
Proposed Amendments will be made on or promptly after the consummation of the
merger. If the Proposed Waivers and Proposed Amendments are approved by the
holders representing a majority in principal amount of any series of Existing
Notes, and a supplemental indenture is validly entered into with respect to
such series of Existing Notes, the supplemental indenture would bind all
holders of the respective Existing Notes, including those that did not give
their consent, but non-consenting holders would not receive the consent
payment. Each Consent Solicitation is subject to the satisfaction of certain
customary conditions.

The consent solicitations are being made solely on the terms and subject to
the conditions set forth in the Consent Solicitation Statements. The
solicitations will expire at 5:00 pm New York time on February 14, 2013. VMF
and VMSF may, in their sole discretion, terminate, extend or amend any consent
solicitation at any time as described in the Consent Solicitation Statements.

Copies of the Consent Solicitation Statements and other related documents may
be obtained from Lucid Issuer Services Limited, at +44 (0)20 7704 0880 or
virginmedia@lucid-is.com. Holders of the Existing Notes are urged to review
the Consent Solicitation Documents for the detailed terms of the consent
solicitation and the procedures for consenting to the Proposed Amendments and
the Proposed Waivers. Any persons with questions regarding the consent
solicitations should contact the Solicitation Agent, Credit Suisse Securities,
at +44 (0)20 7883 8763 or +1 (212) 325 7596 or
liability.management@credit-suisse.com.

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 Existing Notes should consent to the
Proposed Amendments or the Proposed 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 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 Relations
Virgin Media
Richard Williams, +44 (0) 1256 753037
richard.williams@virginmedia.co.uk
or
Vani Bassi, +44 (0) 1256 752347
vani.bassi@virginmedia.co.uk
or
Phil Rudman,+44 (0)1256 752677
phil.rudman@virginmedia.co.uk
or
Media
At Tavistock Communications
Lulu Bridges, +44 (0) 20 7920 3150
lbridges@tavistock.co.uk

Contact:

Virgin Media
 
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