The Proposed Amendments will be effective for each series of Existing Notes once a majority of noteholders for such series (voting as a single class) have submitted their consents and not validly withdrawn them prior to the Revocation Deadline but will be operative only upon the successful conclusion of the merger. The Proposed Amendments would (i) change the definition of “Change of Control” to reflect the ownership of Virgin Media following the recently announced merger and modify certain change of control triggering events in the indentures, (ii) 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 LGI and Virgin Media following the merger and Virgin Media (or its successor) and (iii) amend certain other provisions of the indentures as described in the consent solicitation statements dated February 6, 2013 (the “Consent Solicitation Statements”).
Upon the terms and subject to the conditions set forth in the Consent Solicitation Statements dated February 6, 2013, with respect to the 2018 Notes and the 2019 Notes, VMF and/or VMSF will make a cash payment of $5.00 per $1,000 in aggregate principal amount of dollar denominated notes held by each holder of the Existing Notes and £5.00 per £1,000 in aggregate principal amount of sterling denominated notes held by each holder of the Existing Notes who has validly delivered, and not validly revoked, a duly executed consent prior to the Expiration Time (as such term is defined in the Consent Solicitation Statements). With respect to the 2021 Notes, VMSF will make a cash payment of $20.00 per $1,000 in aggregate principal amount of dollar denominated notes held by each holder of the Existing Notes and £20.00 per £1,000 in aggregate principal amount of sterling denominated notes held by each holder of the Existing Notes who has validly delivered, and not validly revoked, a duly executed consent prior to the Expiration Time.
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