Virgin Media Inc. (“Virgin Media”) (NASDAQ:VMED) (LSE:VMED) today announced that at the request of Liberty Global, Inc. (“LGI”) and in order to facilitate the funding by LGI in connection with the merger of LGI and Virgin Media, its subsidiary Virgin Media Finance PLC (“VMF”) will solicit consents from holders of VMF’s dollar denominated 8.375% senior notes due 2019 and sterling denominated 8.875% senior notes due 2019 (collectively, the “2019 Notes”) and its subsidiary Virgin Media Secured Finance PLC (“VMSF”) will solicit consents from holders of VMSF’s dollar denominated 6.50% senior secured notes due 2018 and sterling denominated 7.00% senior secured notes due 2018 (collectively, the “2018 Notes”) and dollar denominated 5.25% senior secured notes due 2021 and sterling denominated 5.50% senior secured notes due 2021 (collectively, the “2021 Notes” and together with the 2018 Notes and 2019 Notes, the “Existing Notes”) to approve amendments (the “Proposed Amendments”) and to waive (the “Proposed Waivers”) certain provisions of the indentures governing the Existing Notes.
The adoption of the Proposed Amendments and the Proposed Waivers, with respect to each series of the Existing Notes, requires the consents of the holders of at least a majority in principal amount of the then outstanding notes of each such series voting as a single class. The solicitations of consents for the Proposed Waivers and Proposed Amendments with respect to each series of Existing Notes are independent of each other.
The Proposed Waivers will be effective and operative for each series once a majority of noteholders for such series (voting as a single class) have submitted their consents and not validly withdrawn them prior to the Revocation Deadline (as such term is defined in the Consent Solicitation Statements (as defined below)). The Proposed Waivers would waive noteholders’ right to require VMF, as issuer of the 2019 Notes, and VMSF, as issuer of the 2018 Notes and 2021 Notes, to repurchase such holder’s notes as a result of the change of control resulting from the proposed merger with LGI and would waive all other defaults that might result from the merger.
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