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Published on 2/6/2013 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Virgin Media seeks consents to amend notes for Liberty Global merger

By Susanna Moon

Chicago, Feb. 6 - Virgin Media Inc. said its subsidiary Virgin Media Finance will solicit consents for its dollar-denominated 8 3/8% senior notes due 2019 and sterling denominated 8 7/8% senior notes due 2019.

The company's subsidiary Virgin Media Secured Finance plc will solicit consents for its dollar-denominated 6½% senior secured notes due 2018, sterling denominated 7% senior secured notes due 2018, dollar-denominated 5¼% senior secured notes due 2021 and sterling-denominated 5½% senior secured notes due 2021.

Consents are being 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, according to a press release by Virgin Media.

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

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 are seeking 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.

The solicitations will end at 5 p.m. ET on Feb. 14.

Consent payments

Holders who deliver consents for the notes due 2018 or 2019 will receive a cash payment of $5.00 per $1,000 principal amount of dollar-denominated notes and £5.00 per £1,000 principal amount of sterling-denominated notes. The cash payment for the notes due 2021 will be $20.00 per $1,000 principal amount or £20.00 per £1,000 principal amount.

The cash payment will be made in two installments, the first will be 25% of the cash payment for the proposed waivers, and the second will be the remaining 75% of the cash payment for the proposed amendments, the release noted.

The payments for the proposed waivers will be made promptly after the offer ends. Payments for the proposed amendments will be made promptly after the completion of the merger.

Copies of the consent solicitation may be obtained from Lucid Issuer Services Ltd. (+44 0 20 7704 0880 or virginmedia@lucid-is.com). The solicitation agent is Credit Suisse Securities (+44 0 20 7883 8763 or 212 325 7596 or liability.management@credit-suisse.com).

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


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