By Susanna Moon
Chicago, Feb. 5 - Ziggo BV said it priced the new issue of notes due 2024 in the exchange offer for 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, as previously announced.
The exchange notes will automatically be exchanged for an equal aggregate amount of new senior notes due 2024 to be issued by LGE Holdco VI BV if Ziggo NV is acquired by a wholly owned subsidiary of the new notes issuer, an indirect wholly owned subsidiary of Liberty Global plc, by 15 months and two weeks from the announcement of the proposed acquisition, according to a company press release.
If the acquisition fails to go through by the longstop date, the notes will be exchanged for an equal amount of exchanged original notes, the company noted.
Interest on the new notes due 2024 will be 7 1/8%.
The new notes will be callable at 103.563 beginning May 15, 2019, at 102.375 beginning May 15, 2020, at 101.188 beginning May 15, 2021 and at par beginning May 15, 2022.
The company also may redeem up to 40% of the new notes due 2024 at 107.125 with proceeds of an equity offering, according to a company press release.
Holders who tender their notes by 5 p.m. ET on Feb. 7, the early offer deadline, will receive a fee of €40 per €1,000 principal amount if the acquisition is completed by the longstop date.
Tender offer
Ziggo also began a tender offer and consent solicitation for its outstanding €750 million 3 5/8% senior secured notes due March 27, 2020 related to its 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 offer began on Jan. 27.
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 previous press release.
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.
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 previous 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.
New notes
| Issuer: | LGE Holdco VI BV
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| Issue: | Senior Notes
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| Maturity: | 2024
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| Coupon: | 7 1/8%
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| Call option: | At 103.563 beginning May 15, 2019, at 102.375 beginning May 15, 2020, at 101.188 beginning May 15, 2021 and at par beginning May 15, 2022
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