Announced 03/28/13
633.00M for Ziggo N.V.
Merger/Acquisition
Liberty Global Inc. (NasdaqGS:LBTY.A) acquired 12.65% stake in Ziggo N.V. (ENXTAM:ZIGGO) from Barclays Capital Securities Limited for approximately €630 million on March 28, 2013. Liberty Global paid €25 per share in cash for 25.3 million shares. The transaction will be funded through loan and existing liquidity, and does not require regulatory approval as it is taking a minority stake. Barclays Capital Securities Limited acted as financial advisor to itself. Merrill ... Lynch & Co., Inc. acted as the financial advisor to Liberty Global Inc. Morgan Stanley acted as financial advisor for Liberty Global.
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LBTYB's price was unchanged after the transaction was announced on 03/28/13.
Investor / Buyer
Liberty Global Inc.
Creditor / Lender
Barclays Capital Securities Limited
Announced 02/5/13
24.76B for Virgin Media, Inc.
Merger/Acquisition
Liberty Global Inc. (NasdaqGS:LBTY.A) entered into an agreement to acquire Virgin Media, Inc. (NasdaqGS:VMED) from Coatue Management, L.L.C., Manning & Napier Advisors, LLC and others for $13.2 billion in cash and stock on February 5, 2013. Under the terms of the agreement, Liberty Global will issue approximately Class A shares having an exchange ratio of 0.2582 per share, Class C shares having an exchange ratio of 0.1928 per share and $17.5 per share in cash as the ... consideration for the transaction. For each options of Virgin Media, Liberty Global will issue Series A and Series C options for a total value of $370 million. Liberty Global will receive a termination fee of $235 million and under other specified circumstances, Liberty Global or Virgin Media may be required to pay the other party a termination fee of $470 million and/or reimburse the other party for its expenses, subject to a $35 million cap.
As a part of the transaction, Liberty Global will create a new holding company, a UK public limited company (plc), listed on NASDAQ and all the shares issued in the transaction will be shares of the plc entity with substantially similar rights, as the current Liberty Global shares of common stock. The cash portion of the purchase price will be funded through a combination of debt financing, credit facilities and available liquidity of both Liberty Global and Virgin Media. Virgin Media will continue to operate under the Virgin Media brand in the United Kingdom. Liberty Global’s Board of Directors will continue to form the Board of Liberty Global, with the addition of one Virgin Media director to be named prior to the closing who will be a resident of the United Kingdom.
As part of the acquisition, Liberty Global will redomicile from Delaware to the United Kingdom by becoming a subsidiary of a new holding company, a UK plc. Liberty Global’s current headquarters and other principal offices will remain in place and Liberty Global will be listed on NASDAQ. The deal is approved by the Boards of both Liberty and Virgin The transaction is subject to approval of the majority of shareholders of both Liberty Global and Virgin Media, regulatory approvals, antitrust approval from the European Commission, declaration of the effectiveness by the Securities and Exchange Commission of the Registration Statement on Form S-4 to be filed by Liberty Global, approval for listing on Nasdaq of the shares of Liberty Global and other customary closing conditions. The transaction is expected to close by the second quarter of 2013. The transaction is expected to be accretive to free cash flow of Liberty Global. As on April 15, 2013, the transaction was approved by The European Commission.
As of March 6, 2013, Virgin Media entered into an amendment under which, Virgin Media stock options and stock units granted in 2013, will not vest on an accelerated basis if the holder is subject to an Involuntary Termination. In addition, holders of converted stock options granted prior to 2013 will have up to two years to exercise following an Involuntary Termination on or prior to December 31, 2014 if certain service criteria are satisfied.
As of May 2, 2013, Virgin Media intends that the listing of its ordinary shares on the official list and the admission of those shares to trading on the London stock exchange will be cancelled with effect from 7:00 a.m. London time on the trading day immediately following on effective date. The shareholder meeting is scheduled to be conducted in early June 2013. The deal is expected to become effective on or about June 7, 2013.
Aryeh Bourkoff, Ehren Stenzler, Matt Feldman, Kevin Hong and Adam Judd of LionTree Advisors acted as the financial advisor to Liberty Global while Marisa Drew, John Trousdale and Giuseppe Monarchi of Credit Suisse Securities (USA) LLC acted as financial advisor and sole global coordinator and consent solicitation agent for the debt financing to Liberty Global. George Casey, Eliza Swann, Jeremy Kutner, Alan Goudiss, Laurence Bambino and Doreen Lilienfeld of Shearman & Sterling and Jane Rogers of Ropes & Gray acted as the legal advisors to Liberty Global. Goldman Sachs & Co. and David Lomer, Chris Ventresca, and Ben Berinstein of J.P. Morgan Securities LLC acted as financial advisors to Virgin Media. Tim Peterson, Russell Jacobs, Mark Stamp, Suhrud Mehta and Alan Stone of Milbank, Tweed, Hadley & McCloy LLP acted as legal advisors to Virgin Media. Goldman Sachs International acted as corporate broker to Virgin Media. Matt Ridsdale and Lulu Bridges of Tavistock Communications acted as the public relations advisors to Virgin Media in the transaction. Stanislas Neve de Mevergnies of Brunswick New York acted as the public relations advisor to Libery Global. Suyong Kim, Duncan Buchanan, Louise Whitewright, and Alan Greenough of Hogan Lovells International LLP acted as legal advisors for Liberty Global. Scott Colwell, Tracy Edmonson, Rich Trobman, Sean Finn, Jiyeon Lee-Lim, Mark Gerstein,
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LBTYB's price was unchanged after the transaction was announced on 02/5/13.
Investor / Buyer
Liberty Global Inc.
Creditor / Lender
Coatue Management, L.L.C.
Manning & Napier Advisors, LLC
Financial Advisor
Goldman, Sachs & Co.
J.P. Morgan Securities LLC
Legal Advisor
Fried Frank Harris Shriver & Jacobson LLP
Milbank, Tweed, Hadley & McCloy LLP
Announced 12/14/12
1.00B for Liberty Global Inc.
Buyback
The Board of Directors of Liberty Global Inc. (NasdaqGS:LBTY.A) authorized a share repurchase program on December 14, 2012. Under the plan, the company will repurchase up to $1 billion worth of its common stock. The company may acquire from time to time its Series A common stock, Series C common stock, or any combination of Series A and Series C common stock. The stock repurchase program may be effected through open market transactions and/or privately negotiated transactions, ... which may include derivative transactions. The program may be implemented by brokers for the company within certain pre-set parameters and purchases may continue during closed periods in accordance with applicable restrictions. The program may be suspended or discontinued at any time. The timing of the repurchase of shares will depend on a variety of factors, including market conditions. The company has an intention to utilize this authorization during 2013. As of March 31, 2013, the company has repurchased $138.20 million worth of shares.
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LBTYB's price was unchanged after the transaction was announced on 12/14/12.