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NTL Emerges From Chapter 11

NTL's recapitalization plan has been completed and the company has emerged from Chapter 11 proceedings in the U.S. and Europe

January 13, 2003

4 Min Read

NEW YORK and LONDON -- NTL Incorporated (formerly NTL Communications Corp. and referred to in this release as "the Company") announced today that its financial recapitalization plan has been successfully completed and the Company has emerged from Chapter 11 proceedings in the United States. The company formerly known as NTL Incorporated ("Old NTL") and its subsidiaries have been reorganized into two separate companies: NTL Incorporated, formerly known as NTL Communications Corp., comprising Old NTL's UK and Ireland businesses, and NTL Europe, Inc., formerly known as NTL Incorporated, comprising Old NTL's assets in continental Europe as well as other minority investments and interests. The Company's common stock (CUSIP 62940M104) and Series A warrants (CUSIP 62940M138) will trade on NASDAQ commencing Monday, January 13, 2003 under the symbols of NTLI and NTLIW, respectively. Shares of common stock of Old NTL, which previously traded under the symbol NTLDQ, have been cancelled. Under the recapitalization plan, approved by the creditors of Old NTL and confirmed by the U.S. Bankruptcy Court for the Southern District of New York, approximately $10.9 billion in debt has been converted into equity in the two reorganized companies. Consummation of the recapitalization plan was subject to a number of conditions, all of which have now been met. In connection with the Company's emergence from Chapter 11, the Company and certain of its subsidiaries issued $558.24 million aggregate principal face amount of 19% Senior Secured Notes due 2010. Initial purchasers of the notes also purchased 500,000 shares of Common Stock on the Effective Date. The gross proceeds from the notes and such shares totalled $500 million. The Company's lending banks in the UK have agreed to the issuance of the Notes as well as to certain amendments to the existing banking facilities. The $630 million DIP facility has been repaid in full. On the Effective Date, all specified previously outstanding public debt and equity securities of the Company were cancelled and the Company issued (a) 50,500,969 shares of its common stock, par value $0.01 per share, and (b) eight year warrants to purchase 8,750,496 shares (subject to adjustment) of its common stock at an exercise price of $309.88 per share (subject to adjustment). As previously announced, the number of shares and warrants issued was reduced from the amounts originally cited in the Plan. "Today's announcement marks a new beginning for the Company and is a tribute to the tremendous cooperation of our creditors and their confidence in NTL," said Barclay Knapp, chief executive officer of the Company. "Working with our creditors, we have successfully completed our recapitalization and have significantly reduced our debt." "Operationally, despite being in US Chapter 11 and a challenging business environment, NTL has made steady progress during 2002, improving our products and services, reducing our churn rate and generating three consecutive quarters of positive operating cash flow. Our strategy going forward is to focus on delivering profitable growth and returning to service excellence." In a separate release: NTL Europe, Inc. (the "Company") announced today that it has emerged from Chapter 11 bankruptcy reorganization following the implementation of the Second Amended Joint Reorganization Plan of NTL Incorporated ("Old NTL Inc." and, together with its debtor and non-debtor subsidiaries, "Old NTL") and Certain Subsidiaries, dated July 15, 2002, as subsequently modified (the "Plan"), which became effective today. As previously announced, the Plan was confirmed by order of the United States Bankruptcy Court for the Southern District of New York on September 5, 2002. Old NTL and its debtor subsidiaries filed for bankruptcy reorganization on May 8, 2002. Pursuant to the Plan, Old NTL was reorganized into two separate companies, which are the corporations previously named "NTL Incorporated" and "NTL Communications Corp." NTL Incorporated was renamed "NTL Europe, Inc." (the "Company") and is the holding company for substantially all of NTL's businesses and investments in continental Europe as well as other minority investments and interests. NTL Communications Corp. was renamed "NTL Incorporated" and is the holding company for substantially all of Old NTL's businesses and operations in the United Kingdom and Ireland. For a more complete description of the business, investments and operations of NTL Europe, Inc., as well as significant risks relating to an investment in the Company and its securities, please refer to the Company's current report on Form 8-K filed today with the Securities and Exchange Commission. In addition, on the Effective Date and pursuant to the Plan, all previously outstanding public debt, equity securities, warrants and stock options of Old NTL Inc. were cancelled and the Company issued 20,000,000 shares of common stock, par value $0.01 per share, together with associated preferred stock purchase rights, and approximately 7,364,000 shares of 10% Fixed Coupon Redeemable Preferred Stock, Series A, par value $0.01 per share (with a $50.00 liquidation preference per share) (the "Preferred Stock"). Pursuant to the Confirmation Order, $25 million of Preferred Stock was redeemed by the Company today with such redemption for procedural purposes being treated as a distribution under the Plan. Immediately after such redemption, approximately $343 million of liquidation preference of Preferred Stock remains outstanding, which is equal to approximately 6,864,000 shares of Preferred Stock. For a more complete description of the Company's securities, please refer to the Form 8-A/A filed today with the Securities and Exchange Commission. NTL Inc.

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