Virgin Media wraps change-of-control offers for five series of notes

By Susanna Moon

Chicago, June 13 - Virgin Media Inc.'s subsidiaries Virgin Media Finance plc and Virgin Media Secured Finance plc completed change-of-control offers for five series of notes, according to an 8-K filing by the parent company with the Securities and Exchange Commission.

Holders tendered the following amounts in the tender offers that ended on June 7, followed by settlement on June 11:

• $405,029,000, or 81.01%, of the $500 million dollar-denominated 5¼% senior notes due 2022;

• $781,335,000, or 86.82%, of the $900 million dollar-denominated 4 7/8% senior notes due 2022;

• £355,915,000, or 88.98%, of the £400 million sterling-denominated 5 1/8% senior notes due 2022;

• $52,135,000, or 10.43%, of the $500 million dollar-denominated 5¼% senior secured notes due 2021; and

• £21.6 million, or 3.32%, of the £650 million sterling-denominated 5½% senior secured notes due 2021.

The purchase price was $1,010 or £1,010 for each respective $1,000 or £1,000 principal amount.

The company said on May 3 that its subsidiaries began the change-of-control offers for several series of notes in anticipation of the change of control that would occur under the merger agreement with Liberty Global, Inc. The tender offers were conditioned on completion of the merger, which closed June 7.

Under the note terms, the merger triggered the put option under the change-of-control clause.

Lucid Issuer Services Ltd. (+44 20 7704 0880, attn.: Thomas Choquet /Sunjeeve Patel, email: virginmedia@lucid-is.com) is the tender agent and information agent.

Recent consent solicitations

As already noted, Virgin Media said on Feb. 15 that its subsidiary Virgin Media Finance wrapped the consent solicitations for several series of notes after having received consents from holders of a majority of its dollar-denominated 8 3/8% senior notes due 2019 and sterling-denominated 8 7/8% senior notes due 2019.

Subsidiary Virgin Media Secured Finance plc also received the needed consents for its dollar-denominated 6½% senior secured notes due 2018 and sterling-denominated 7% senior secured notes due 2018.

The solicitations were separate from the consent bid for Virgin Media Secured Finance's dollar-denominated 5¼% senior secured notes due 2021 and sterling-denominated 5½% senior secured notes due 2021, and Virgin Media did not meet the consent threshold for these notes.

The offers ended at 5 p.m. ET on Feb. 14.

As reported, consents were sought to amend the notes and waive provisions of the note indentures at the request of Liberty Global, Inc. and in order to facilitate the funding by Liberty Global in connection with the planned merger of the companies.

The adoption of the proposed amendments and the proposed waivers required the consents of holders of a majority of the outstanding notes of each series voting as a single class.

As noted, the proposed amendments would change the definition of change of control to reflect the ownership of Virgin Media following the merger and modify change-of-control triggering events in the indentures.

The companies also sought consents to 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 Liberty Global and Virgin Media following the merger.

Virgin Media is a New York-based entertainment communications company.

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