Virgin Media launches tender offers for 5% notes due 2027, term loans; cap set at £500 million

By Marisa Wong

Los Angeles, Nov. 6 – Virgin Media Secured Finance plc has begun an offer to purchase for cash up to a maximum amount of its £675 million 5% senior secured notes due 2027 (ISIN: XS1555173019), according to a notice.

Pricing for the Regulation S notes will be determined through an unmodified Dutch auction procedure. The minimum purchase price is £940 per £1,000 principal amount.

The company is proposing to accept for purchase an aggregate amount of notes equal to £500 million less any amounts applied to its concurrent term loan offer (described below).

The £500 million maximum amount applies across the notes offer and the concurrent term loan offer, and the company reserves the right to apply the maximum amount to the notes offer or the concurrent term loan offer in whatever amounts or proportions it chooses.

The company will set the notes acceptance amount at its discretion, and the company is not under any obligation to accept any tendered notes.

The company must accept all non-competitive tender instructions – tenders that do not specify a purchase price or specify a price less than or equal to the minimum price – if it accepts any competitive tender instructions – tenders that specify a purchase price above the minimum price.

Tenders may be subject to proration.

Concurrent tender

The notes offer forms part of a cross-instrument offer, in which VMO2 UK Holdings Ltd. and its subsidiaries are inviting holders of some debt instruments to submit offers to sell those debt instruments for cash. The cross-instrument offer is comprised of the notes offer and a concurrent term loan offer.

The invitation is being made to lenders of senior secured term loans in an aggregate outstanding amount of £900 million, comprising Virgin Media SFA Finance Ltd.’s £400 million additional L facility dated Nov. 10, 2017 and Virgin Media SFA’s £500 million additional M facility dated Nov. 10, 2017.

Deadlines

The notes offer will expire at 11 a.m. ET on Nov. 10.

Settlement is expected to be on Nov. 14.

The dealer manager is BNP Paribas (+33 1 55 77 78 94; liability.management@bnpparibas.com).

The tender agent is Kroll Issuer Services Ltd. (+44 20 7704 0880; attn.: Jacek Kusion; virginmediaO2@is.kroll.com; https://deals.is.kroll.com/virginmediaO2).

The cable TV and internet service provider is based in Hook, England.

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