LONDON--(BUSINESS WIRE)--Cable & Wireless Communications Plc (“CWC, and together with its subsidiaries, the “CWC Group”) today announces that the consent solicitation (the “Solicitation”) of its subsidiary, Sable International Finance Limited (“SIFL”), which was made upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated November 16, 2015 (the “Solicitation Statement”) has been successful. The Solicitation sought consents (“Consents”) from holders (“Holders”) of SIFL’s $750,000,000 aggregate principal amount of 6.875% Senior Notes due 2022 (Rule 144A CUSIP: 785712AE0; ISIN: US785712AE09; Regulation S CUSIP: G77636AB7; ISIN:USG77636AB74) (the “2022 Notes”) to proposed amendments to (the “Amendments”), and waivers of (the “Waivers” and, together with the Amendments, the “Amendments and Waivers”) certain provisions of the indenture governing the 2022 Notes, dated as of August 5, 2015 (the “Indenture”) among, SIFL, CWC and the other guarantors named therein, Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), and Deutsche Bank Luxembourg S.A. as Luxembourg Paying Agent (terms used in this announcement that are not otherwise defined have the meanings ascribed thereto in the Indenture or the Solicitation Statement).
As of 18:15 p.m. Luxembourg time (12:15 p.m. New York City time), on November 23, 2015 (the “Effective Time”), SIFL has received valid Consents from Holders of more than a majority of the aggregate principal amount of the outstanding 2022 Notes (which Consents have not been validly revoked). The Amendments and Waivers required the Consent of Holders of a majority in aggregate principal amount of the outstanding 2022 Notes.
The Solicitation was being undertaken in connection with the proposed acquisition by Liberty Global plc (“Liberty Global”) of the entire issued and to be issued ordinary share capital of CWC (the “Proposed Acquisition”). The Amendments and Waivers are not conditions to the completion of the Proposed Acquisition.
The Waivers include a waiver of any obligation that SIFL may have under the Indenture to make a Change of Control Offer within 30 days following the date of the closing of the Proposed Acquisition, which would represent a Change of Control under the terms of the Indenture; a waiver of any and all other defaults that might result from the closing of the Proposed Acquisition; and a waiver of any obligation or requirement that CWC (or any successor) or SIFL may have under clauses (3), (4) and (5) of Section 801 (“Parent May Consolidate, Etc., Only on Certain Terms”) of the Indenture in connection with any of the Mergers and such clauses will be deemed not to apply to any of the Mergers.
The Amendments include amendments to the definitions in the Indenture, among others, of “Change of Control,” “Adjusted Consolidated EBITDA,” “Applicable Amount,” “Consolidated EBIT,” “Consolidated Debt,” “Excluded Contributions,” “Indebtedness” and “Permitted Investments”; insertion of the definition of “Subordinated Shareholder Loans”; and amendments to the “Limitation on Incurrence of Indebtedness,” “Limitation on Restricted Payments” and “Limitation on Transactions with Affiliates” covenants.
A newly formed wholly-owned subsidiary of Liberty Global has agreed to pay on behalf of SIFL, or simultaneously reimburse SIFL for, all Consent Payments. Upon the terms and subject to the satisfaction and waiver of all of the conditions set forth in the Solicitation Statement, an aggregate cash payment of $22,500,000 will be payable to Holders, on a pro rata basis, who have validly delivered their Consents prior to November 24, 2015, (the “Expiration Time”) and not validly revoked prior to the Revocation Deadline, 50% of which will be payable by or on behalf of SIFL at or promptly after the Expiration Time, in consideration for and in respect of the Consents to the Waivers and, 50% of which will be payable by or on behalf of SIFL, on or promptly after the date of the closing of the Proposed Acquisition, in consideration for and in respect of the Consents to the Proposed Amendments (together, the “Consent Payment”) . The date on which the second portion of the Consent Payment will be made, if such date occurs, is uncertain and depends on, among other things, the receipt of the affirmative approval of the shareholders of CWC and Liberty Global, respectively, the scheme of arrangement being sanctioned by the UK Court and certain other regulatory and customary conditions.
Holders may continue to deliver their Consents until the Expiration Time but Consents may no longer be validly revoked. The Consent Payment will be determined promptly after the Expiration Time and announced following the Expiration Time.
SIFL, the guarantors named therein and the Trustee have entered into a supplemental indenture to the Indenture (the “Supplemental Indenture”) upon receipt of the Required Consents to give effect to, and permit, the Amendments. The Amendments became effective upon the effectiveness of the Supplemental Indenture, but will only become operative upon closing of the Proposed Acquisition. At such time, the Amendments will be binding upon all Holders, whether or not such Holders have delivered Consents. The Waivers became operative and effective upon the delivery of the Required Consents.
Goldman, Sachs & Co. and BNP Paribas acted as Solicitation Agents and Lucid Issuer Services Limited acted as Tabulation Agent for the Solicitation.
This announcement is for informational purposes only.
This communication does not constitute or form part of, and should not be construed as, an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, including the United States or an inducement to enter into investment activity.
About CWC Group
The CWC Group is a leading provider of telecommunications-based services, including mobile, high-speed broadband, traditional and IP-based voice services, and advanced digital video services, as well as wholesale broadband capacity and managed IT services to consumers, businesses, telecommunications carriers and governments in the Caribbean, Latin America and Seychelles. The CWC Group recently acquired Columbus International Inc. and its subsidiaries, forming a leading, regionally-focused, integrated telecommunications company capable of delivering “quad play” services to its retail customers and advanced carrier-grade broadband and managed IT services to corporate and government customers. With over 8,000 employees, the combined group is being organized around serving and offering best-in-class products and services to three key market segments: Consumer, Business Solutions and Networks & Wholesale. For more information, visit www.cwc.com.
This announcement is for information purposes only and is not a solicitation of consents with respect to the 2022 Notes or any other securities.
This announcement is not directed at, or intended for distribution to or use by any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution or use would be contrary to law or regulation or which would require any registration or licensing.
The securities of CWC and of SIFL have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold, resold or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities law of any state or other jurisdiction of the United States.
This announcement contains or incorporates by reference “forward-looking statement.” These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “projects,” “expects,” “intends,” “aims,” “plans,” “predicts,” “may,” “will,” “seeks,” “could,” “would,” “shall” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and include statements regarding the intentions, beliefs or current expectations of CWC and SIFL concerning, among other things, the CWC Group’s results of operations, financial condition, prospects, growth, strategies and the industries in which the CWC Group operates.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond the CWC Group’s control. Forward-looking statements are not guarantees of future performance and are based on one or more assumptions relating to the CWC Group’s actual results of operations and financial condition and the development of the industries in which the CWC Group operates may differ materially from those suggested by the forward-looking statements contained in this announcement. In addition, even if the CWC Group’s actual results of operations, financial condition and the development of the industries in which the CWC Group operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.
The forward-looking statements contained in this announcement speak only as of the date of this announcement. SIFL and CWC expressly disclaim any obligations or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law.