TIDMVMED
Virgin Media Announces Notice of Change of Control and Offer to
Purchase Relating to Certain Outstanding Notes
LONDON, May 3, 2013 - Virgin Media Inc. ("Virgin Media")
(NASDAQ:VMED) (LSE:VMED) today announced that its subsidiaries
Virgin Media Finance PLC ("VMF") and Virgin Media Secured Finance
PLC ("VMSF" and, together with VMF, the "Offerors") will notify
holders (the "Notice") of VMF's dollar-denominated 5.25% senior
notes due 2022, dollar-denominated 4.875% senior notes due 2022 and
sterling-denominated 5.125% senior notes due 2022 (collectively,
the "2022 Notes") and VMSF's dollar-denominated 5.25% senior
secured notes due 2021 and sterling-denominated 5.5% senior secured
notes due 2021 (collectively, the "2021 Notes" and, together with
the 2022 Notes, the "Notes") that a "Change of Control", as defined
in each of the indentures governing the Notes, is expected to occur
upon the consummation of the transactions (the "Change of Control
Transaction") contemplated by the Agreement and Plan of Merger
dated as of February 5, 2013 (as amended on March 6, 2013 and as
may be further amended or supplemented from time to time, the
"Merger Agreement") between Virgin Media, Liberty Global, Inc.
("Liberty Global"), Liberty Global Corporation Limited and certain
other wholly owned subsidiaries of Liberty Global. Pursuant to the
terms of the Notes, following the consummation of the Change of
Control Transaction, holders of the Notes will have the right to
require VMF or VMSF, as applicable, to purchase all or a portion of
such holders' Notes, plus any accrued and unpaid interest up to,
but not including, the date of purchase (the "Payment Date").
The Offerors have today commenced tender offers for the Notes
(the "Tender Offers") in contemplation of, and conditioned on, the
consummation of the Change of Control Transaction.
The Notice and terms and conditions of the Tender Offers are
included in the Notice of Change of Control and Offer to Purchase
dated May 3, 2013 (the "Offer to Purchase") to be distributed to
holders of the Notes. The Tender Offers are subject to the
satisfaction of certain conditions, including the consummation of
the Change of Control Transaction.
The Tender Offers will expire at 11:59 p.m., New York City time,
on June 7, 2013, unless extended or earlier terminated (such time
and date, as the same may be extended, the "Expiration Date").
Holders must validly tender their Notes, and not validly withdraw
their Notes, at or prior to the Expiration Date to be eligible to
receive the applicable Tender Offer Consideration (as defined
below), plus accrued interest. Notes tendered may be withdrawn at
any time prior to the Expiration Date.
The amount in cash in U.S. dollars or pounds sterling (as
applicable) (the "Tender Offer Consideration") to be paid to
holders for each $1,000 or GBP1,000 (as applicable) principal
amount of the Notes accepted for purchase in the Tender Offers
is:
Description of Outstanding CUSIP/ISIN/ Tender
the Notes Principal Common Code Offer Consideration1
Amount
Dollar-denominated $500,000,000 CUSIP 92769V $1,010.00
5.25% AC3, ISIN
Senior Notes US92769VAC37
due 2022
Dollar-denominated $900,000,000 CUSIP 92769VAD1, $1,010.00
4.875% ISIN
Senior Notes US92769VAD10
due 2022
Sterling-denominated GBP400,000,000 ISIN XS0850236596, GBP1,010.00
5.125% Common
Senior Notes Code 085023659
due 2022
Dollar-denominated $500,000,000 Regulation S Notes: $1,010.00
5.25% Senior CUSIP G9372G
Secured Notes AC2,
due 2021 ISIN USG9372GAC27
Rule 144A Notes:
CUSIP 92769X
AE5,
ISIN US92769XAE5
Registered Notes:
CUSIP 92769XAF2,
ISIN US92769XAF24
Sterling-denominated GBP650,000,000 Regulation S Notes: GBP1,010.00
5.50% Senior ISIN XS0597901965,
Secured Notes Common Code
due 2021 059790196
Rule 144A Notes:
ISIN
XS0597902260,
Common Code
059790226
Per $1,000 or GBP1,000 (as applicable) principal amount of the
Notes.
The Payment Date, in respect of any Notes that are validly
tendered (and not validly withdrawn) at or prior to the Expiration
Date and that are accepted for purchase, will be promptly after the
Expiration Date and is expected to be within two (2) business days
of the Expiration Date. Payment of the Notes will be made by the
deposit of immediately available funds by the Offerors with the
relevant clearing system.
Notes accepted for payment pursuant to the Tender Offers will be
accepted only in minimum principal amounts of $1,000 and integral
multiples of $1,000 in excess thereof with respect to the
dollar-denominated Notes, and minimum principal amounts of
GBP100,000 and integral multiples of GBP1,000 in excess thereof
with respect to the sterling-denominated Notes. The Offerors intend
to cancel all of the Notes purchased pursuant to the Tender
Offers.
Lucid Issuer Services Limited has been appointed as tender agent
and information agent (in such capacities, the "Tender Agent") in
connection with the Tender Offers. Copies of the Offer to Purchase
can be obtained by eligible holders of the Notes from the Tender
Agent at the telephone number below.
None of Virgin Media, the Offerors and the Tender Agent or any
of their affiliates are making any recommendations to holders of
Notes as to whether to tender or refrain from tendering their Notes
in the Tender Offers. In making a decision whether to tender their
Notes pursuant to the Tender Offers, Holders of Notes must rely on
their own examination of the Offerors and the information contained
in the Offer to Purchase, including their own determination of the
merits and risks involved in participating in the Tender
Offers.
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. The Tender Offers are made solely pursuant to the Offer
to Purchase.
The Tender Agent: Lucid Issuer Services Limited Leroy House436
Essex RoadLondon N13QPUnited KingdomTelephone: +44 20 7704
0880Attention: Thomas Choquet /Sunjeeve PatelEmail:
virginmedia@lucid-is.com
Forward-Looking Statements
Virgin Media cautions you that statements included in this
announcement that are not a description of historical facts, such
as statements about the expected Change of Control Transaction, are
forward-looking statements that involve risks, uncertainties,
assumptions and other factors which, if they do not materialize or
prove correct, could cause Virgin Media's results to differ
materially from historical results or those expressed or implied by
such forward-looking statements. Certain of these factors are
discussed in more detail under 'Risk Factors' and elsewhere in
Virgin Media's annual report on Form 10-K as filed with the U.S.
Securities and Exchange Commission (SEC) on February 7, 2013. There
can be no assurance that the transactions contemplated in this
announcement will be completed. 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.
For further information, contact:
Virgin Media Investor Relations
Richard Williams: +44 (0) 1256 753037 /
richard.williams@virginmedia.co.ukVani Bassi: +44 (0) 1256 752347 /
vani.bassi@virginmedia.co.uk
Media Contacts
At Tavistock Communications
Lulu Bridges: +44 (0) 20 7920 3150 /
lbridges@tavistock.co.ukMatt Ridsdale: +44 (0) 20 7920 3150 /
mridsdale@tavistock.co.uk
This information is provided by Business Wire
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