20th Nov 2014 09:41
November 20, 2014
Cable & Wireless Communications Plc announces
the results of the consent solicitation for
$400 million of Senior Secured Notes due 2020
issued by its subsidiary
London, England - Cable & Wireless Communications Plc ("CWC, and together with its subsidiaries, the "CWC Group") today announces the results of the consent solicitation (the "Solicitation") of its subsidiary, Sable International Finance Limited (the "Company"), which was made upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated November 7, 2014 (the "Solicitation Statement"). The Solicitation sought consents from holders ("Holders") of the Company's $400,000,000 8¾% Senior Secured Notes due 2020 (Rule 144A CUSIP: 785712AB6; ISIN: US785712AB69; Regulation S CUSIP: G77636AA9; ISIN: USG77636AA91) (the "Notes") to proposed amendments (the "Proposed Amendments") to the indenture governing the Notes, dated as of January 26, 2012, among, inter alios, the Company, the guarantors named therein, Deutsche Bank Trust Company Americas as Trustee (the "Trustee") and Deutsche Bank AG, London Branch, as London Paying Agent (the "Agent") (the "Indenture") (terms used in this announcement that are not otherwise defined have the meanings ascribed thereto in the Indenture).
As of 10:00 p.m., London time (5:00 p.m., New York City time), on November 19, 2014 (the "Expiration Date"), the Company has received valid consents from Holders of a majority in aggregate principal amount of the outstanding Notes (which consents have not been validly revoked). The Proposed Amendments required the consent of Holders of a majority in aggregate principal amount of the outstanding Notes.
The Solicitation was being undertaken in connection with the proposed acquisition by CWC of Columbus International Inc, a privately-owned company based in Barbados (the "Target"), and its subsidiaries (collectively, the "Target Group") (the "Proposed Acquisition").
The purpose of the Solicitation was to obtain the Requisite Consents to three proposed amendments (each, a "Proposal").
The first Proposal was to amend the Indenture to specifically permit CWC and its Subsidiaries to incur Indebtedness represented by Indebtedness of the Target Group on the date of the Proposed Acquisition ("Acquired Columbus Indebtedness") and any Indebtedness of the Target Group that refinances Acquired Columbus Indebtedness ("Refinanced Columbus Indebtedness"), in either case, without requiring compliance with the applicable leverage ratios in the Indenture or any member of the Target Group to be a Guarantor.
The second Proposal was to exclude from the definition in the Indenture of "Non-Guarantor Debt" any Acquired Columbus Indebtedness or Refinanced Columbus Indebtedness, which means that, for purposes of testing the capacity to incur Indebtedness (including to fund the Proposed Acquisition) secured by the Collateral, neither Acquired Columbus Indebtedness nor Refinanced Columbus Indebtedness will be included in calculating the Consolidated Senior Secured/Non-Guarantor Leverage Ratio for purposes of the definition of Permitted Collateral Liens. A related modification to the definition of "Consolidated Net Income" in the Indenture would exclude net income of members of the Target Group from the calculation of "Consolidated Net Income," except to the extent that dividends or similar distributions have been paid to any Subsidiaries that are not themselves members of the Target Group (for so long as such Acquired Columbus Indebtedness or Refinanced Columbus Indebtedness remains outstanding).
The third proposal was to permit the Incurrence by a Subsidiary of CWC that is neither the Company nor a Guarantor, prior to the closing of the Proposed Acquisition, of the Indebtedness required to fund the Proposed Acquisition, the proceeds of which would be placed in escrow pending the closing of the Proposed Acquisition and secured in favor of the lenders providing such Indebtedness.
Subject to the terms and conditions set forth in the Solicitation Statement, the Company will pay an aggregate of $2,000,000 to the Holders, on a pro rata basis, who have validly delivered and not validly revoked their Consents to the Proposals (the "Consent Payment") prior to the Expiration Date. The Consent Payment will be paid to those entitled thereto promptly.
The Company, the guarantors named therein, the Trustee and the Agent have entered into a supplemental indenture to the Indenture (the "Supplemental Indenture"). While the Supplemental Indenture became effective upon execution, the Proposed Amendments will only become operative once the Company pays the Consent Payment. At such time, the Proposed Amendments will be binding upon all Holders, whether or not such Holders have delivered consents.
J.P. Morgan Securities LLC acted as Solicitation Agent and Lucid Issuer Services Limited acted as Tabulation Agent for the Solicitation.
This press release 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 Cable & Wireless Communications
CWC is a full-service communications business. It offers mobile, broadband and domestic and international fixed line services in most of its markets as well as pay TV, data centre and hosting, carrier and managed service solutions. CWC is the market leader in most of the products it offers and territories it serves. For more information visit www.cwc.com.
This announcement is not directed at, or intended for distribution to or use by: (i) any person or entity outside the United Kingdom; or (ii) 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 the Company 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 the Company concerning, among other things, CWC's results of operations, financial condition, prospects, growth, strategies and the industries in which CWC 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 CWC's control. Forward-looking statements are not guarantees of future performance and are based on one or more assumptions CWC's actual results of operations and financial condition and the development of the industries in which CWC operates may differ materially from those suggested by the forward-looking statements contained in this announcement. In addition, even if CWC's actual results of operations, financial condition and the development of the industries in which CWC 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. The Company 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.
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