Ntl (NASDAQ:NTLI)
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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.