Telewest plans restructuring to exchange notes for 98.5% of common stock

By Carlise Newman

Chicago, Nov. 26 - Telewest Global Inc. plans to implement a financial restructuring that will allow noteholders to exchange notes for 98.5% of the common stock of the company.

The terms of the restructuring were decided between the bondholder committee, W.R. Huff Asset Management Co. LLC, the senior lenders and certain major shareholders, according to a filing with the Security and Exchange Commission.

Completion of the restructuring will result in:

* The cancellation of all of the outstanding notes of Telewest and Telewest Jersey in return for the distribution of 98.5% of the common stock of new Telewest to the noteholders; and the distribution of the remaining 1.5% of the common stock of new Telewest to Telewest's eligible shareholders. This will reduce the total outstanding indebtedness of the business by £3.9 billion to £2.0 billion and significantly reduce interest expense.

* The execution of an amended senior secured credit facility, which amends and restates the existing senior secured credit facility, waives the existing defaults under that facility and provides a covenant package consistent with Telewest's long-range plan;

* The reorganization of Telewest's corporate structure so that the operations of Telewest become indirectly owned by new Telewest, a holding company incorporated in the state of Delaware; and

* The end of trading in Telewest shares on the London Stock Exchange and Telewest ADRs on the Nasdaq National Market. Instead new Telewest's common stock will be quoted on the Nasdaq National Market.

As soon as possible on completion of the restructuring, Telewest and Telewest Jersey are expected to be placed in solvent liquidation by their respective shareholders.

If the restructuring is not completed, Telewest's senior lenders may seek to enforce their security interest over the majority of Telewest's assets through the appointment of a receiver for the shares of TCN held by Telewest.

If Telewest's board of directors decides that an alternative financial restructuring would not be successful, they will likely petition for some form of insolvency procedure for Telewest to protect its assets for the benefit of all of Telewest's creditors. This will likely consist of either administration or bankruptcy liquidation.

Telewest, a London-based U.K. broadband communications company, made the filing with the Securities and Exchange Commission as part of seeking approval from equity holders for the restucturing.

Details at:

http://www.sec.gov/Archives/edgar/data/1270400/000119312503087149/ds4.htm

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