Utrecht, the Netherlands — 13 November 2020: Ziggo B.V. (the “Issuer”), a private company with limited liability (besloten vennootschap met beperkte aanspakelijkheid) incorporated under the laws of the Netherlands and an indirect wholly-owned subsidiary of VodafoneZiggo Group Holding B.V (“VodafoneZiggo”), announced today that it has successfully negotiated a private placement of $91 million in aggregate principal amount of its 4.875% Senior Secured Notes due 2030 (the “Additional Notes”). The Additional Notes will be issued and sold as an additional issuance of the Issuer’s outstanding 4.875% Senior Secured Notes due 2030, that were originally issued on 28 October 2019 in an aggregate principal amount of $500.0 million (the “Original Notes”), that are listed on the Official List of Euronext Dublin (ISIN: USN98371AC66, CUSIP: N98371AC6).
The Additional Notes are expected to be issued on 30 November 2020. Upon issuance, the Additional Notes sold pursuant to an off-shore transaction in accordance with Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), to non-U.S. persons (as defined in Regulation S) outside of the United States will have different international securities identification numbers (“ISINs”) and CUSIPs from, and will not trade fungibly with, the Original Notes during the 40-day period prescribed by Regulation S, commencing on the issue date of the Additional Notes (the “Distribution Compliance Period”). Following the Distribution Compliance Period, the Additional Notes will become fully fungible with, and have the same ISIN as, the Original Notes sold pursuant to Regulation S, respectively.
The Issuer will use the proceeds of the Additional Notes to fund the redemption of a portion of the aggregate principal amount of the Issuer’s euro-denominated 4.250% Senior Secured Notes due 2027, issued pursuant to an indenture dated 23 September 2016 among, inter alios, the Issuer (as successor issuer to Ziggo Secured Finance B.V.), the guarantors party thereto and Deutsche Trustee Company Limited, as trustee (the “2016 Indenture”), at a redemption price equal to 103% of the principal amount thereof, plus Additional Amounts (as defined in the 2016 Indenture), if any, plus accrued and unpaid interest to (but excluding) the date of redemption.
Goldman Sachs International acted as Exclusive Placement Agent and Sole Bookrunner for the transaction.
VodafoneZiggo is a leading Dutch company that provides fixed, mobile and integrated communication and entertainment services to consumers and businesses. As of September 30, 2020, VodafoneZiggo had 5 million mobile, nearly 4 million video, over 3 million fixed broadband internet and approximately 2.5 million fixed telephony subscribers.
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 Original Notes and the Additional Notes have not been and will not be registered under 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. The target market for the Additional Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “MiFID II”), and all channels for distribution of the Additional Notes to eligible counterparties and professional clients are appropriate.
This announcement contains or, incorporates by reference, “forward-looking statements.” 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 VodafoneZiggo concerning, among other things, VodafoneZiggo’s results of operations, financial condition, prospects, growth, strategies and the industries in which VodafoneZiggo 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 VodafoneZiggo’s control. Forward-looking statements are not guarantees of future performance and are based on one or more assumptions relating to VodafoneZiggo’s actual results of operations and financial condition and the development of the industries in which VodafoneZiggo operates which may differ materially from those suggested by the forward-looking statements contained in, or incorporated by reference into, in this announcement. In addition, even if VodafoneZiggo’s actual results of operations, financial condition and the development of the industries in which VodafoneZiggo 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, or incorporated by reference into, this announcement speak only as of the date of this announcement. VodafoneZiggo expressly disclaims 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.