Cable & Wireless seeks to waive change of control for 6 7/8% notes

New York, Nov. 17 – Cable & Wireless Communications plc announced a consent solicitation to waive the change-of-control provisions in its $750 million of 6 7/8% senior notes due 2022 issued by Sable Finance International Ltd.

The solicitation is being carried out following an agreement under which Liberty Global plc will acquire Cable & Wireless, according to an announcement from the company.

No action is being taken concerning the company’s $1.25 billion of 7 3/8% senior notes due 2021 issued by Columbus International Ltd. and its $400 million of 8¾% senior secured notes due 2020 issued by Sable Finance. Also outstanding are £147 million of 8 5/8% bonds due 2019 issued by Cable and Wireless International Finance BV.

Under the solicitation for the 6 7/8% notes, Cable & Wireless is seeking a waiver of any obligation to make a change-of-control offer within 30 days of closing of the acquisition, a waiver of any defaults and a waiver of other provisions that may apply to the merger.

The company is also seeking to amend various definitions in the note indenture.

A new subsidiary of Liberty Global will reimburse Sable International Finance for the consent payments. In total, $22.5 million will be paid to holders who deliver consents, 50% promptly after the expiration of the solicitation and the remainder promptly after closing of the acquisition.

If consents are delivered for all the outstanding notes, the total payment will be equivalent to $30.00 per $1,000 principal amount of notes. This amount will increase to $40.00 per $1,000 if consents are delivered for 75% of the notes and $59.88 per $1,000 if the response is 50.1%.

Cable & Wireless said the acquisition is subject to shareholder and other approval and therefore may not be completed.

The solicitation ends at 5 p.m. ET on Nov. 24.

Approval from holders of a majority of the notes is needed to make the changes.

If consents are not received, no changes will be made, the notes will remain outstanding and Cable & Wireless will make a change-of-control offer.

Goldman Sachs & Co. (212 902-5183 or 800 828-3182) and BNP Paribas (+44 207 595 8222, dl.levsyndicate@uk.bnpparibas.com, 212 841-3059 or 888 210-4358) are solicitation agents. Lucid Issuer Services Ltd. (+44 20 7704 0880 or sable@lucid-is.com) is tabulation agent.

Cable & Wireless is a London-based provider of telecommunications services.

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