UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2004
TELEWEST GLOBAL, INC.
(Exact name of registrant as specified in its charter)
Delaware File No. 000-50886 59-3778247
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
160 Great Portland Street
London W1W 5QA, United Kingdom
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: +44-20-7299-5000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
COMMITMENT LETTER FOR SECURED CREDIT FACILITIES
On November 2, 2004, our subsidiary Telewest Communications Networks
Limited ("TCN") executed a commitment letter (the "Commitment Letter") for
new pound 1.8 billion credit facilities (the "Facilities"). Drawings under
the Facilities together with cash on hand are planned to be used to repay
all outstanding borrowings under the group's existing pound 2.03 billion
senior credit facilities. The proposed Facilities consist of five tranches,
one of which is a revolving facility in the amount of pound 100 million.
It is not expected that an immediate drawdown will occur under the
revolving facility. TCN is the primary borrower under the new facilities
which will be guaranteed by Telewest UK Limited and several of TCN's
subsidiaries (the "Guarantors") and underwritten by Barclays Capital, BNP
Paribas, Citigroup Global Markets Limited, Credit Suisse First Boston,
Deutsche Bank AG London and Royal Bank of Scotland.
COMMITMENT LETTER
The commitment letter and the summary terms and conditions thereto
(the "Term Sheet") set out the terms and conditions on which the mandated
lead arrangers named therein will arrange and the underwriters named
therein will underwrite a bank financing (the "Financing") on behalf of TCN
and its direct and indirect subsidiaries and associated partnerships
(together, the "TCN Group"). The commitment of each of the mandated lead
arrangers and underwriters to arrange and underwrite, respectively, the
facilities contemplated by the Financing is subject to customary
conditions, including the negotiation of finance documentation on terms
satisfactory to the mandated lead arrangers and the underwriters and the
execution and delivery of the documentation by the parties thereto. In
addition, any of the mandated lead arrangers and the underwriters may
terminate their respective obligations under the commitment letter under
certain circumstances, including:
(a) on or after the close of business in London on January 31, 2005,
unless the first drawdown under the Facilities has occurred on or
before that date; and
(b) if a change occurs after the date hereof which has or is
reasonably likely to have, a material adverse effect on the
business, assets, operations or financial condition of the TCN
Group taken as a whole.
Certain changes to the Facilities and their terms may occur during the
syndication process.
TERM SHEET
All capitalized terms not defined have the meaning given to them in
the Commitment Letter and the Term Sheet, attached hereto as Exhibits 10.1
and 10.2.
The Facilities are expected to be comprised of the following five
tranches:
Tranches, Availability and Amortization
(a) A 7-year amortizing term loan facility of a maximum amount of
pound 700,000,000, available in Sterling in a single drawing,
amortizing semi-annually starting June 30, 2005 ("Tranche A");
(b) An 8-year repayment multi-currency term loan facility in a
maximum amount of pound 425,000,000, available in Euro, U.S.
Dollars and/or Sterling in a single drawing, payable in two equal
installments 7 1/2 and 8 years after the date that the Senior
Facilities are entered into (the "Closing Date") ("Tranche B");
(c) A 9-year repayment multi-currency term loan facility in a maximum
amount of pound 325,000,000, available in Euro, U.S. Dollars
and/or Sterling in a single drawing, payable in two equal
installments 8 1/2 and 9 years after the Closing Date ("Tranche
C" and, together with Tranche A and Tranche B, the "Senior Term
Facilities");
(d) A 7-year revolving loan facility in a maximum amount of
pound 100,000,000, available in Sterling (the "Revolving
Facility" and, together with the Senior Term Facilities, the
"Senior Facilities"); and
(e) A 9 1/2-year bullet repayment multi-currency second lien term
loan facility in a maximum amount of pound 250,000,000,
available in Euro, U.S. Dollars and/or Sterling in a single
drawing, payable 9 1/2 years after the Closing Date (the "Second
Lien Facility" and, together with the Senior Facilities, the
Facilities).
Call Protection on the Second Lien Facility
Any prepayment of the Second Lien Facility within 12 months after the
Closing Date ("Non-Call Period") will be subject to payment of a make-whole
premium based on customary market standards. After the end of the Non-Call
Period, prepayment may be made in whole or in part, subject to a prepayment
premium equal to the following percentages of the principal amount of the
Second Lien Facility being prepaid: (i) 2.00% prior to the second
anniversary of the Closing Date, (ii) 1.00% after the second anniversary of
the Closing Date but prior to the third anniversary of the Closing Date,
and (iii) 0.00% thereafter.
Interest
Tranches A, B and C and the Revolving Facility will bear interest at a
rate of (a) EURIBOR (for any Euro-denominated advance) or LIBOR (for any
advance denominated in another currency) plus (b) the applicable cost of
complying with any reserve requirements plus an applicable margin. The
applicable margin for Tranche A and the Revolving Facility is 2.25%, for
Tranche B 2.75% and for Tranche C 3.25%. The applicable interest rate for
the Second Lien Facility will be determined based on market conditions.
In addition the applicable margin for Tranche A and the Revolving
Facility is subject to a margin ratchet based upon the ratio of
Consolidated Net Borrowings to Consolidated Annualized TCN Group Net
Operating Cash Flow ranging between 1.50% and 2.25%. The applicable margin
for the Tranche B shall be subject to a margin ratchet such that, from and
after the first quarter date occurring at least 6 months after the closing
date on which the ratio of Consolidated Net Borrowings to Consolidated
Annualized TCN Group Net Operating Cash Flow (each of the above terms to be
defined in the Senior Facilities Agreement) is less than or equal to 3.0 to
1.0, the Tranche B margin shall be reduced by 25 basis points.
Other Terms
The TCN Group will be subject to customary financial, affirmative and
negative covenants under the Facilities. The TCN Group is also subject to a
number of customary mandatory prepayment events.
The descriptions of the Commitment Letter and the Term Sheet set forth
above are qualified in their entirety by the complete text of those
documents, which are filed as Exhibits 10.1 and 10.2 hereto, respectively.
Closing of the Facilities is expected prior to January 31, 2005. Definitive
documentation for the Facilities (which is currently subject to completion)
will be filed subsequent to closing.
EXHIBITS
Exhibit 10.1 Letter Agreement, dated November 2, 2004 between Telewest
Communications Network Limited on the one hand and Barclays
Capital, BNP Paribas, Citigroup Global Markets Limited,
Credit Suisse First Boston, Deutsche Bank AG London and
Royal Bank of Scotland on the other hand ("Committment
Letter").
Exhibit 10.2 Summary of principal terms and conditions of Facilities
("Term Sheet") (excluding Annex A thereto).
Exhibit 99.1 Press release issued by Telewest Global, Inc. on November 2,
2004 announcing that its subsidiary Telewest Networks
Communications Limited has executed a commitment letter for
new (pound)1.8 billion credit facilities.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TELEWEST GLOBAL, INC.
Dated: November 2, 2004 By: /s/ Clive Burns
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Name: Clive Burns
Title: Company Secretary