NTL Incorporated announced that it has filed a registration statement with the Securities and Exchange Commission relating to a proposed common stock rights offering. The net proceeds of the rights offering, which are expected to be approximately $1,008 million (GBP611 million), will be used to repay NTL's 19% Senior Secured Notes due 2010, and a portion of its working capital facility. Part of the remaining proceeds will be used to provide funding to certain subsidiaries including NTL Communications Ltd., with the balance being available for general corporate purposes.
Two of NTL's stockholders, W.R. Huff Asset Management Co., L.L.C. and Franklin Mutual Advisers, have agreed to exercise all of the rights to be distributed to them. These stockholders currently own in the aggregate 21.3% of NTL's outstanding shares. The number of shares issued to these stockholders may be limited due to Nasdaq requirements.
At the completion of the rights exercise period, Deutsche Bank Securities Inc., Goldman, Sachs & Co and J.P. Morgan Securities Inc., acting as joint lead managers, have agreed to purchase any shares that relate to unexercised rights, subject to customary conditions.
The rights will be issued to holders of NTL's common stock and each right will entitle a holder to subscribe for shares of NTL's common stock at a ratio to be determined. The record date for stockholders entitled to receive the rights and the date on which the rights will be issued have not been set and depend on the date on which the Securities and Exchange Commission declares the registration statement to be effective. The exercise price for the rights will be calculated at the time of effectiveness based on an agreed formula.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
