|By Business Wire||
|February 6, 2013 01:40 AM EST||
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once a majority of noteholders for such series (voting as a single class) have submitted their consents and not validly withdrawn them prior to the Revocation Deadline (as such term is defined in the Consent Solicitation Statements (as defined below)).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.
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once a majority of noteholders for such series (voting as a single class) have submitted their consents and not validly withdrawn them prior to the Revocation Deadline but will be operative only upon the successful conclusion of the merger.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.
The cash payment will be made in two installments, the first being 25% of the cash payment, which represents payments for the Proposed Waivers, and the second being the remaining 75% of the cash payment which represents payment for the Proposed Amendments. Payments related to the Proposed Waivers will be made at or promptly after the Expiration Time. Payments related to the Proposed Amendments will be made on or promptly after the consummation of the merger. If the Proposed Waivers and Proposed Amendments are approved by the holders representing a majority in principal amount of any series of Existing Notes, and a supplemental indenture is validly entered into with respect to such series of Existing Notes, the supplemental indenture would bind all holders of the respective Existing Notes, including those that did not give their consent, but non-consenting holders would not receive the consent payment. Each Consent Solicitation is subject to the satisfaction of certain customary conditions.
The consent solicitations are being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statements. The solicitations will expire at 5:00 pm New York time on February 14, 2013. VMF and VMSF may, in their sole discretion, terminate, extend or amend any consent solicitation at any time as described in the Consent Solicitation Statements.
Copies of the Consent Solicitation Statements and other related documents may be obtained from Lucid Issuer Services Limited, at +44 (0)20 7704 0880 or [email protected]. Holders of the Existing Notes are urged to review the Consent Solicitation Documents for the detailed terms of the consent solicitation and the procedures for consenting to the Proposed Amendments and the Proposed Waivers. Any persons with questions regarding the consent solicitations should contact the Solicitation Agent, Credit Suisse Securities, at +44 (0)20 7883 8763 or +1 (212) 325 7596 or [email protected].
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. No recommendation is being made as to whether holders of Existing Notes should consent to the Proposed Amendments or the Proposed Waivers. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.
Virgin Media cautions you that statements included in this announcement that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Virgin Media's results to differ materially from historical results or those expressed or implied by such forward-looking statements. Certain of these factors are discussed in more detail under 'Risk Factors' and elsewhere in Virgin Media's annual report on Form 10-K as filed with the U.S. Securities and Exchange Commission (SEC) on February 21, 2012. There can be no assurance that the transactions contemplated in this announcement will be completed. Virgin Media assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.
Cloud Expo, Inc. has announced today that Aruna Ravichandran, vice president of DevOps Product and Solutions Marketing at CA Technologies, has been named co-conference chair of DevOps at Cloud Expo 2017. The @DevOpsSummit at Cloud Expo New York will take place on June 6-8, 2017, at the Javits Center in New York City, New York, and @DevOpsSummit at Cloud Expo Silicon Valley will take place Oct. 31-Nov. 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Mar. 1, 2017 04:15 PM EST Reads: 2,539
In his session at @ThingsExpo, Dr. Robert Cohen, an economist and senior fellow at the Economic Strategy Institute, will present the findings of a series of six detailed case studies of how large corporations are implementing IoT. The session will explore how IoT has improved their economic performance, had major impacts on business models and resulted in impressive ROIs. The companies covered span manufacturing and services firms. We will also explore servicification, how manufacturing firms ...
Mar. 1, 2017 04:03 PM EST
SYS-CON Events announced today that Cloud Academy will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Cloud Academy is the industry’s most innovative, vendor-neutral cloud technology training platform. Cloud Academy provides continuous learning solutions for individuals and enterprise teams for Amazon Web Services, Microsoft Azure, Google Cloud Platform, and the most popular cloud computing technologies. Ge...
Mar. 1, 2017 03:45 PM EST Reads: 2,127
In his keynote at 19th Cloud Expo, Sheng Liang, co-founder and CEO of Rancher Labs, discussed the technological advances and new business opportunities created by the rapid adoption of containers. With the success of Amazon Web Services (AWS) and various open source technologies used to build private clouds, cloud computing has become an essential component of IT strategy. However, users continue to face challenges in implementing clouds, as older technologies evolve and newer ones like Docker c...
Mar. 1, 2017 03:30 PM EST Reads: 2,081
Building a cross-cloud operational model can be a daunting task. Per-cloud silos are not the answer, but neither is a fully generic abstraction plane that strips out capabilities unique to a particular provider. In his session at 20th Cloud Expo, Chris Wolf, VP & Chief Technology Officer, Global Field & Industry at VMware, will discuss how successful organizations approach cloud operations and management, with insights into where operations should be centralized and when it’s best to decentraliz...
Mar. 1, 2017 03:30 PM EST Reads: 2,265
Artificial Intelligence has become a topic of intense interest throughout the cloud developer and enterprise IT communities. Accordingly, attendees at the upcoming Cloud Expo | @ThingsExpo at the Javits Center in New York, June 6-8, will find fresh new content in a new track called Cognitive Computing | Artificial Intelligence, Machine Learning, Deep Learning. Cloud Expo is still accepting submissions for this new track, so please visit www.cloudcomputingexpo.com for the latest information. 2...
Mar. 1, 2017 03:15 PM EST Reads: 334
Containers have changed the mind of IT in DevOps. They enable developers to work with dev, test, stage and production environments identically. Containers provide the right abstraction for microservices and many cloud platforms have integrated them into deployment pipelines. DevOps and containers together help companies achieve their business goals faster and more effectively. In his session at DevOps Summit, Ruslan Synytsky, CEO and Co-founder of Jelastic, reviewed the current landscape of Dev...
Mar. 1, 2017 03:15 PM EST Reads: 6,687
The best way to leverage your Cloud Expo presence as a sponsor and exhibitor is to plan your news announcements around our events. The press covering Cloud Expo and @ThingsExpo will have access to these releases and will amplify your news announcements. More than two dozen Cloud companies either set deals at our shows or have announced their mergers and acquisitions at Cloud Expo. Product announcements during our show provide your company with the most reach through our targeted audiences.
Mar. 1, 2017 03:15 PM EST Reads: 2,929
SYS-CON Events announced today that Outlyer, a monitoring service for DevOps and operations teams, has been named “Bronze Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Outlyer is a monitoring service for DevOps and Operations teams running Cloud, SaaS, Microservices and IoT deployments. Designed for today's dynamic environments that need beyond cloud-scale monitoring, we make monitoring effortless so you ...
Mar. 1, 2017 03:15 PM EST Reads: 479
SYS-CON Events announced today that TMC has been named “Media Sponsor” of SYS-CON's 20th International Cloud Expo and Big Data at Cloud Expo, which will take place on June 6–8, 2017, at the Javits Center in New York City, NY, , and the 21st International Cloud Expo, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Global buyers rely on TMC’s content-driven marketplaces to make purchase decisions and navigate markets. Learn how we can he...
Mar. 1, 2017 03:15 PM EST Reads: 414
Containers have changed the mind of IT in DevOps. They enable developers to work with dev, test, stage and production environments identically. Containers provide the right abstraction for microservices and many cloud platforms have integrated them into deployment pipelines. DevOps and Containers together help companies to achieve their business goals faster and more effectively. In his session at DevOps Summit, Ruslan Synytsky, CEO and Co-founder of Jelastic, reviewed the current landscape of D...
Mar. 1, 2017 03:00 PM EST Reads: 6,349
Bert Loomis was a visionary. This general session will highlight how Bert Loomis and people like him inspire us to build great things with small inventions. In their general session at 19th Cloud Expo, Harold Hannon, Architect at IBM Bluemix, and Michael O'Neill, Strategic Business Development at Nvidia, discussed the accelerating pace of AI development and how IBM Cloud and NVIDIA are partnering to bring AI capabilities to "every day," on-demand. They also reviewed two "free infrastructure" pr...
Mar. 1, 2017 02:45 PM EST Reads: 2,224
More and more brands have jumped on the IoT bandwagon. We have an excess of wearables – activity trackers, smartwatches, smart glasses and sneakers, and more that track seemingly endless datapoints. However, most consumers have no idea what “IoT” means. Creating more wearables that track data shouldn't be the aim of brands; delivering meaningful, tangible relevance to their users should be. We're in a period in which the IoT pendulum is still swinging. Initially, it swung toward "smart for smart...
Mar. 1, 2017 02:45 PM EST Reads: 1,033
SYS-CON Events announced today that Addteq will exhibit at SYS-CON's DevOps Summit at Cloud Expo, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Addteq specializes in creating innovative solutions to solve business processes through the use of DevOps automation. Addteq was founded on the firm belief that automation is essential for successful software releases. Addteq's products and services are centered around the fundamental approach of understanding the p...
Mar. 1, 2017 02:45 PM EST Reads: 145
In recent years, containers have taken the world by storm. Companies of all sizes and industries have realized the massive benefits of containers, such as unprecedented mobility, higher hardware utilization, and increased flexibility and agility; however, many containers today are non-persistent. Containers without persistence miss out on many benefits, and in many cases simply pass the responsibility of persistence onto other infrastructure, adding additional complexity.
Mar. 1, 2017 02:30 PM EST Reads: 1,977