VMED: Virgin Media Inc.: Virgin Media Announces the Expiration of Consent
Solicitations Relating to Certain Outstanding Notes
UK Regulatory Announcement
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 £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
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.
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 Relations
Richard Williams: +44 (0) 1256 753037 / firstname.lastname@example.org
Vani Bassi: +44 (0) 1256 752347 / email@example.com
Phil Rudman: +44 (0)1256 752677 / firstname.lastname@example.org
At Tavistock Communications, Lulu Bridges: +44 (0) 20 7920 3150 /
Virgin Media Inc.
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