Liberty Global and Virgin Media Investor Presentation
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Creation of the world’s leading broadband communications company February 6, 2013 Safe Harbor This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the transaction and the anticipated consequences and benefits of the transaction, the targeted close date for the transaction, our estimate of Virgin Media’s 2013 OCF, the intended financing, our estimate of synergies and the value of certain tax assets, our expectation regarding combined leverage and liquidity, our expectations with respect to free cash flow and shareholder returns, our expectations with respect to future growth prospects and the impact of the transaction on our operations and financial performance, and other information and statements that are not historical fact. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include the receipt and timing of necessary regulatory approval, the ability to finance the transaction (including the completion of the debt financing), Virgin Media’s ability to continue financial and operational growth at historic levels, the ability to successfully operate and integrate the Virgin Media operation and realize estimated synergies, continued use by subscribers and potential subscribers of Virgin Media’s services, the ability to achieve expected operational efficiencies and economies of scale, as well as other factors detailed from time to time in Liberty Global’s and Virgin Media’s filings with the Securities and Exchange Commission (“SEC”) including our most recently filed Forms 10-K and 10-Q. These forward-looking statements speak only as of the date of this presentation. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Nothing in this presentation shall constitute a solicitation to buy or subscribe for or an offer to sell any securities of Liberty Global, Virgin Media or the new Liberty Global holding company. In connection with the proposed transaction, Liberty Global and Virgin Media will file a joint proxy statement/prospectus with the SEC, and the new Liberty Global holding company will file a Registration Statement on Form S-4 with the SEC. STOCKHOLDERS OF EACH COMPANY AND OTHER INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain a free copy of the registration statement and joint proxy statement/prospectus, as well as other filings containing information about Liberty Global, Virgin Media and the new Liberty Global holding company, without charge, at the SEC's Internet site (http://www.sec.gov). Copies of the registration statement and joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to Liberty Global, Inc., 12300 Liberty Boulevard, Englewood, Colorado, 80112, USA, Attention: Investor Relations, Telephone: +1 303 220 6600, or to Virgin Media Limited, Communications House, Bartley Wood Business Park, Bartley Way, Hook, RG27 9UP, United Kingdom, Attn: Investor Relations Department, Telephone +44 (0) 1256 753037. The respective directors and executive officers of Liberty Global and Virgin Media and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Liberty Global's directors and executive officers is available in its proxy statement filed with the SEC by Liberty Global on April 27, 2012, and information regarding Virgin Media's directors and executive officers is available in its proxy statement filed with the SEC by Virgin Media on April 30, 2012. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above. Operating Cash Flow (“OCF”), Free Cash Flow (“FCF”) and Adjusted Free Cash Flow (“Adjusted FCF”) are non-GAAP measures. Definitions and GAAP reconciliations for these non- GAAP measures are included in the Appendices. The following may be used throughout the presentation: Liberty Global, Inc. (“Liberty Global,” “LGI,” or the “Company”) and Virgin Media Inc. (“Virgin Media” or “VMED”). Liberty Global & Virgin Media | February 6, 2013 2 Presenters Michael T. Fries Neil A. Berkett President & Chief Executive Officer Chief Executive Officer Liberty Global & Virgin Media | February 6, 2013 3 Agenda • Transaction Rationale • Virgin Media Highlights • Liberty Global Highlights • Transaction Summary A Powerful Combination • Creation of the world’s leading broadband communications company • Complementary strengths across video, voice & broadband products • Significant potential to monetize customer base • Substantial synergy opportunity • Accretive to free cash flow • Strengthened commitment to shareholder returns Liberty Global & Virgin Media | February 6, 2013 5 Liberty Global & Virgin Media | February 6, 2013 6, Global &Virgin February Liberty Media | World’s Leading Cable Operator Leading World’s Scale advantage drivesinnovation &operatingleverage Scale # of customers (mm) # ofcustomers 25 LGI + VMED Comcast 20 Liberty Global TWC KDG Charter Virgin Media 5 Cablevision Ziggo Ono 6 Focus on Europe’s Strongest Markets Stable economic & regulatory climates, healthy growth profile Nearly 80% of revenues Largest Cable Operator from 5 markets in 9 of 12 European countries Liberty Global & Virgin Media | February 6, 2013 7 Complementary Core Strengths Aligned triple-play product suite, roadmap & expertise Leading the Delivering the Great success with digital TV experience fastest broadband speeds compelling bundles Liberty Global & Virgin Media | February 6, 2013 8 Meaningful Upside from Sub Growth(1) (2) Combined (In millions) Homes Passed 34 13 47 Customers 20 5 25 Cable RGUs 35 12 47 Video 18 4 22 Broadband 94 14 Voice 74 11 Bundling Ratio 1.8x 2.5x 1.9x Mobile 1 3 4 (1) Statistics as of December 31, 2012 based on each entity’s subscriber counting policies. Total customers excludes mobile-only customers. Virgin Media statistics exclude non-cable customers and RGUs. (2) Totals may not summate due to rounding. Liberty Global & Virgin Media | February 6, 2013 9 Additional Growth Opportunities Mobility & B2B offer growth potential beyond traditional triple-play Mobile cross-selling expertise Pan-European B2B potential Mobile revenue as % of total revenue B2B revenues as % of total revenue 16% 14% 6% 2% (1) (2) Virgin Media Liberty Global Virgin Media Liberty Global (1) This calculation only includes countries where Liberty Global generates mobile revenues. Mobile revenue as defined by each company. (2) Results for Liberty Global reflect only the results for our UPC/Unity Division, which is our European broadband communications and direct-to-home satellite operations of UPC Holding and the broadband communications operations in Germany of Unitymedia KabelBW GmbH. Liberty Global & Virgin Media | February 6, 2013 10 Substantial Cost Synergies Targeting ~$180 million of annual synergies(1) • Cost synergies of ~$110 million between LGI & VMED operations • Driven across core functional areas including network, IT support & procurement • CapEx savings of ~$70 million • Efficiencies derived from increased scale • Strong track record of integration & of achieving synergy targets VMED LGI (1) To be realized after full integration. Based on GBP/USD foreign exchange spot rate as of February 1, 2013 as per Bloomberg. Liberty Global & Virgin Media | February 6, 2013 11 Focused on Shareholder Returns(1) VMED Repurchases LGI Repurchases Combined repurchases (in $ billions) (in $ billions) >$10 bn since ’05 $1.1 $1.0 $1.0 $1.0 Target leverage(2) 4x to 5x $0.5 2-year target upon close $0.3 $3.5 bn 2010 2011 2012 2010 2011 2012 (1) Please see Appendix for the definition of LGI Repurchases. Virgin Media’s amounts are translated at the respective average annual GBP/USD foreign exchange rates. (2) As customarily defined by Liberty Global. Leverage refers to gross debt divided by last quarter annualized OCF. Liberty Global & Virgin Media | February 6, 2013 12 Agenda • Transaction Rationale • Virgin Media Highlights • Liberty Global Highlights • Transaction Summary Proven Leader in Attractive UK Market The UK Market Virgin Media • 26 mm total homes in footprint Virgin passes 50% of homes • Stable, rational competitive landscape Triple-play leader – industry leading ARPU • Favorable pricing environment Annual history of price increases • Strong demand for broadband Superfast(1) broadband leader – 63% share • Underpenetrated pay TV Connected TV leader – 1.3 mm TiVo subs • Significant B2B opportunity Leading challenger in business telecoms • Undeveloped quad-play market Leading MVNO player in UK