Virgin Media Announces that More than 85% of Virgin Media’s Outstanding
Convertible Senior Notes have Elected to Convert
LONDON -- July 1, 2013
Virgin Media Inc. (“Virgin Media”), a wholly-owned subsidiary of Liberty
Global plc (“Liberty Global”), today announced that as of the close of
business on June 28, 2013, holders of $853.9 million aggregate principal
amount of Virgin Media’s 6.50% convertible senior notes due 2016 (the
“Convertible Notes”), representing more than 85% of the aggregate principal
amount of Convertible Notes originally issued by Virgin Media, had elected to
irrevocably convert such notes in connection with the Fundamental Change
described below pursuant to the terms and conditions of the indenture
governing the Convertible Notes (as supplemented, the “Indenture”). The
aggregate principal amount of Convertible Notes outstanding after such
conversions is $145.1 million.
As previously announced, the closing of the transactions contemplated by the
Agreement and Plan of Merger, dated as of February 5, 2013 (as amended, the
“Merger Agreement”), among Virgin Media, Liberty Global, Inc. and Liberty
Global, among others, constituted a “Fundamental Change” and a “Make-Whole
Fundamental Change,” each effective as of June 7, 2013. As a result of the
Fundamental Change and Make-Whole Fundamental Change, holders of the
Convertible Notes have the right to exchange their Convertible Notes, subject
to the terms and conditions of the Indenture, from June 7, 2013 until 5:00 pm
New York City Time on July 9, 2013 (the “Make-Whole Exchange Period”) for
13.8302 Liberty Global class A ordinary shares, 10.3271 Liberty Global class C
ordinary shares and $937.37 in cash (without interest) for each $1,000 in
principal amount of Convertible Notes exchanged (the “Make-Whole
Consideration”). A holder that elects to convert Convertible Notes after the
Make-Whole Exchange Period, to the extent then convertible, would be entitled
to receive, subject to the terms and conditions of the Indenture, 13.4339
Liberty Global class A ordinary shares, 10.0312 Liberty Global class C
ordinary shares and $910.51 in cash (without interest) per $1,000 in principal
amount of Convertible Notes.
On June 28, 2013, Liberty Global’s class A ordinary shares closed at $73.49
per share and Liberty Global’s class C ordinary shares closed at $67.89 per
share, in each case, as reported on the NASDAQ Global Select Market. Based on
these closing prices, the estimated value of the Make-Whole Consideration is
currently approximately $2,655 per $1,000 principal amount.
Under the Indenture, Virgin Media has the option to settle any conversion in
the form of the merger consideration described above, cash or a combination of
such consideration. Virgin Media has elected to settle all conversions to date
in merger consideration and, as a result, Liberty Global has issued (or become
obligated to issue), in the aggregate, 11.8 million Class A ordinary shares
and 8.8 million Class C ordinary shares, and Virgin Media has paid (or become
obligated to pay), in the aggregate, $800.4 million in cash (not including
cash in lieu of fractional shares), in each case, in respect of the
Convertible Notes that have been exchanged in connection with the Fundamental
Change described above.
None of Virgin Media, Liberty Global, The Bank of New York Mellon, the trustee
for the Convertible Notes, or any of their affiliates are making any
representations or recommendations to any holder as to whether to convert
outstanding Convertible Notes.
This announcement is neither an offer to purchase nor the solicitation of an
offer to sell any of the securities described herein, nor shall there be any
offer or sale of such securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
- ENDS -
About Virgin Media
Virgin Media is the first provider of all four broadband, TV, mobile phone and
home phone services in the UK.
The company’s cable network – the result of multi-billion pound private
investment – delivers ultrafast broadband to over half of all UK homes, with
speeds of up to 120Mb, as well as market leading connectivity to thousands of
public and private sector organisations across the country.
Virgin Media has developed the most advanced interactive television service,
bringing together broadcast TV, thousands of hours of on demand programming
and the best of the web in a single set-top box powered by TiVo. The company
was the first to offer HD TV and 3D on demand to millions of British
The world’s first virtual mobile network was launched by Virgin Media and it
is also one of the largest fixed-line home phone providers in the country.
Virgin Media is a part of Liberty Global plc, the world’s largest
international cable company. Liberty Global serves 25 million customers across
14 countries, helping connect people to the digital world and enabling them to
discover and experience its endless possibilities.
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 actual results to differ
materially from historical results or those expressed or implied by such
forward-looking statements, including general market conditions and the
trading price of Liberty Global class A ordinary shares and Liberty Global
class C ordinary shares. Certain of these factors are discussed in more detail
under 'Risk Factors' and elsewhere in each of Virgin Media and Liberty
Global’s most recent annual report on Form 10-K and quarterly report on Form
10-Q as filed with the U.S. Securities and Exchange Commission. 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.
Virgin Media Investor Relations
+44 (0) 1256 752347
Liberty Global Investor Relations
+1 303 220 6693
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