LONDON--(BUSINESS WIRE)--Cable & Wireless Communications Plc (“CWC, and together with its subsidiaries, the “CWC Group”) today announces the final results of 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”). 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”) certain provisions of the indenture governing the 2022 Notes, dated as of August 5, 2015, as amended (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).
The Waivers became effective and operative on November 23, 2015 and the Amendments became effective on November 23, 2015 but will not become operative until closing of the proposed acquisition by Liberty Global plc of the entire issued and to be issued ordinary share capital of CWC (the “Proposed Acquisition”). At such time, the Amendments will be binding upon all Holders, whether or not such Holders delivered Consents.
As of 11:00 p.m. Luxembourg time (5:00 p.m. New York City time), on November 24, 2015 (the “Expiration Time”), SIFL has received valid Consents from Holders of 99.4% of the aggregate Outstanding 2022 Notes. The Consent Payment will be approximately $30.18 per $1,000 principal amount of 2022 Notes, subject to minimum denominations required by the clearing system through which the 2022 Notes are held. Promptly hereafter, 50% of the Consent Payment (the “Waiver Payment”) will be paid by or on behalf of SIFL on a pro rata basis to Holders who validly delivered and did not validly revoke their Consents prior to the Expiration Time. On or promptly after closing of the Proposed Acquisition, the remaining 50% of the Consent Payment will be paid by or on behalf of SIFL to the Holders who received the Waiver Payment.
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.