Ziggo begins tender and exchange offer for buyout by Liberty Global

By Susanna Moon

Chicago, Jan. 27 - Ziggo BV said it began a tender offer and consent solicitation for its outstanding €750 million 3 5/8% senior secured notes due March 27, 2020 related to merger plans.

The total purchase price will be €1,015 for each €1,000 principal amount notes tendered by 5 p.m. ET on Feb. 7, the early tender date.

The total payment includes an early tender amount of €5 per €1,000 principal amount.

Those who tender after the early tender deadline will receive €1,010 per €1,000 of notes.

The company also will pay accrued interest on Feb. 27, the payment date.

Holders may not tender their notes without delivering their consents.

The offer will end at 11:59 p.m. ET on Feb. 24.

The company must obtain tenders and consents from holders of at least a majority of the outstanding notes in order to amend the notes, according to a press release by Ziggo.

Credit Suisse, ABN AMRO, BofA Merrill Lynch, Credit Agricole CIB, Deutsche Bank, HSBC, ING, JPMorgan, Morgan Stanley, Nomura, Rabobank International, Scotiabank and Societe Generale Corporate & Investment Banking are the dealer managers.

Lucid Issuer Services Ltd. is the tender and tabulation agent and information agent.

Exchange offer

In addition, Ziggo Bond Co. BV said it began an offer to exchange up to €934 million principal amount of its outstanding €1,208,850,000 8% senior notes due 2018.

In exchange, the company is offering to issue an equal amount of new 8% senior notes due 2018, according to a separate press release by Ziggo.

Call issued

Concurrently, Ziggo Finance BV notified holders of its plan to redeem all of outstanding €750 million 6 1/8% senior secured notes due 2017, according to a separate press release.

The company will redeem the notes at 103.063 plus accrued interest to the redemption date of March 4.

The total purchase price will be €790,709,479.50, including accrued interest of €17,736,979.50.

The paying agent is Deutsche Bank AG, London Branch.

Merger plans

In the merger plans, Liberty Global plc plans to acquire Ziggo NV for about €10 billion in stock and cash, according to a joint company press release.

In addition to the cash payment, Liberty Global and Ziggo expect to incur about €300 million of transaction and financing costs, including costs associated with refinancing, tendering and exchanging Ziggo debt.

Ziggo is an Utrecht, Netherlands-based television, internet and telephone services provider.

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