NTL Finalizes Financing Package for Merger with Telewest Global and Acquisition of Virgin Mobile; Announces GBP 300 Million Sen
10 Juli 2006 - 12:52PM
Business Wire
NTL Incorporated (NASDAQ: NTLI) today announced that it intends to
file a registration statement shortly with the U.S. Securities and
Exchange Commission (SEC) for the sale of GBP 300 million of U.S.
dollar and pound sterling denominated ten year notes to be issued
by its subsidiary, NTL Cable plc. The dollar and sterling notes
will have minimum denominations of $100,000 and GBP 50,000
respectively. The notes will rank pari passu with NTL Cable's
outstanding dollar, sterling and euro notes. NTL also announced
that NTL Cable's subsidiary, NTL Investment Holdings Limited, is
seeking commitments for an additional GBP 300 million in senior
debt under a new Tranche C of its existing senior credit facility.
The principal amount of the Tranche C facility will be repayable in
seven years. NTL anticipates that its use of the Tranche C senior
facility will reduce its overall financing cost. These proposed
financings will not change the aggregate debt levels previously
announced and will complete the financing of the Telewest Global
and Virgin Mobile transactions. Important Information This
announcement is not an offer of any securities for sale. The issuer
may file a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates. Before
you invest, you should read the prospectus in that registration
statement and other documents that NTL has filed with the SEC for
more complete information about the issuer and this offering. You
may get these documents for free by visiting EDGAR on the SEC Web
site at www.sec.gov. Alternatively, the company will arrange to
send you the prospectus after filing if you request it by calling
toll-free 1-800-245-8812, or by requesting a prospectus by e-mail
from vani.bassi@ntl.com. The notes will not be offered and sold in
the United Kingdom other than to persons whose ordinary activities
involve them in acquiring, holding, managing, or disposing of
investments (as principal or as agent) for the purposes of their
businesses or whom it is reasonable to expect will acquire, hold,
manage or dispose of investments (as principal or agent) for the
purposes of their businesses where the issue of the notes would
otherwise constitute a contravention of Section 19 of the Financial
Service and Market Act 2000 by the issuer. "Safe Harbor" Statement
under the Private Securities Litigation Reform Act of 1995: Various
statements contained in this document constitute "forward-looking
statements" as that term is defined under the Private Securities
Litigation Reform Act of 1995. Words like "believe," "anticipate,"
"should," "intend," "plan," "will," "expects," "estimates,"
"projects," "positioned," "strategy," and similar expressions
identify these forward-looking statements, which involve known and
unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements or industry results to
be materially different from those contemplated, projected,
forecasted, estimated or budgeted, whether expressed or implied, by
these forward-looking statements. These factors include: (1) the
failure to obtain and retain expected synergies from the merger
with Telewest and acquisition of Virgin Mobile; (2) rates of
success in executing, managing and integrating key acquisitions,
including the merger with Telewest and acquisition of Virgin
Mobile; (3) the ability to achieve business plans for the combined
ntl: Telewest group; (4) the ability to manage and maintain key
customer relationships; (5) the ability to fund debt service
obligations through operating cash flow; (6) the ability to obtain
additional financing in the future and react to competitive and
technological changes; (7) the ability to comply with restrictive
covenants in NTL's indebtedness agreements; (8) the ability to
control customer churn; (9) the ability to compete with a range of
other communications and content providers; (10) the effect of
technological changes on NTL's businesses; (11) the functionality
or market acceptance of new products that NTL may introduce; (12)
possible losses in revenues due to systems failures; (13) the
ability to maintain and upgrade NTL's networks in a cost-effective
and timely manner; (14) the reliance on single-source suppliers for
some equipment and software; (15) the ability to provide attractive
programming at a reasonable cost; and (16) the extent to which
NTL's future earnings will be sufficient to cover its fixed
charges. These and other factors are discussed in more detail under
"Risk Factors" and elsewhere in NTL's Form 10-K and NTL Holdings
Inc's. Form 10-K that were filed with the SEC on February 28, 2006
and March 1, 2006 respectively. We assume no obligation to update
our forward-looking statements to reflect actual results, changes
in assumptions or changes in factors affecting these statements.
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