NTL Incorporated Announces Launch of Consent Solicitation for 2004 Senior Notes
September 21 2006 - 4:54AM
Business Wire
NTL Incorporated (NASDAQ: NTLI) announced today that its
subsidiary, NTL Cable PLC, has commenced a consent solicitation in
respect of all of its outstanding 9.75% Senior Notes due 2014
(Sterling-denominated), 8.75% Senior Notes due 2014 (U.S.
Dollar-denominated) and 8.75% Senior Notes due 2014
(Euro-denominated), which were issued in 2004 (the "2004 Notes").
The consent solicitation is being made pursuant to a Consent
Solicitation Statement (the "Statement"), which sets forth a more
detailed description of the consent solicitation. The consent
solicitation will expire at 5:00 p.m. (New York time) on October 4,
2006, unless extended. In connection with the refinancing of a
portion of the cash consideration used in the merger of the former
parent company of the group, NTL Holdings Inc., with and into
Telewest Global, Inc., to form the current parent company, NTL
Incorporated, NTL Cable PLC issued notes (the "2006 Notes") under
an Indenture dated July 25, 2006. NTL Cable PLC is soliciting the
consent of holders of the 2004 Notes to conform the reporting
obligations under the 2004 Notes Indenture to the reporting
obligations under the 2006 Notes Indenture. Other amendments are
also being proposed to reflect the new ultimate parent holding
company in the corporate structure following the merger. If the
consent solicitation is successful, the 2004 Notes Indenture will
be amended to require NTL Cable PLC to furnish the Trustee with
quarterly and annual reports of its new ultimate parent, NTL
Incorporated. After the consent solicitation is completed, NTL
Incorporated and NTL:Telewest LLC, a wholly owned subsidiary of NTL
Incorporated, intend to provide guarantees of the 2004 Notes to
match the guarantees provided to the holders of the 2006 Notes.
However, the granting of these guarantees is not a part of the
consent solicitation, and we cannot assure you that such guarantees
will be provided. The record date for the consent solicitation is
September 20, 2006. NTL Cable PLC will make a consent payment of
GBP 1 for each GBP 1,000 principal amount of Sterling-denominated
notes, $1 for each $1,000 principal amount of U.S.
Dollar-denominated notes and EUR 1 for each EUR 1,000 principal
amount of Euro-denominated notes held by such holder for which a
consent is received and not validly revoked prior to the
effectiveness of the amendments to the Indenture is subject to the
receipt of consents to amend the indenture from the holders of at
least a majority in aggregate principal amount of 2004 Notes
outstanding. NTL Cable PLC has retained J.P. Morgan Securities Ltd.
to serve as the exclusive Solicitation Agent for the consent
solicitation. Requests for documents may be directed to Nigel
Walder of J.P. Morgan Securities Ltd. by telephone at +44 20 7777
1704. This press release is not a solicitation of consent with
respect to any securities, and is not open to holders of 2004 Notes
in Italy. The consent solicitation is being made solely by the
Statement, which is dated September 21, 2006. Notes to Editors -
about ntl:Telewest On 4 March 2006 NTL Incorporated completed a
merger with Telewest Global, Inc., creating the UK's largest
provider of residential broadband and the UK's leading provider of
triple play services. The company recently completed its
acquisition of Virgin Mobile. NTL offers a wide range of
communications and entertainment services to more than 5 million
residential customers. ntl:Telewest networks can service more than
12 million homes - 50% of UK households.
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