================================================================= NTL BANKRUPTCY NEWS Issue Number 1 ----------------------------------------------------------------- Copyright 2002 (ISSN XXXX-XXXX) May 9, 2002 ----------------------------------------------------------------- Bankruptcy Creditors' Service, Inc. 609-392-0900 FAX 609-392-0040 ----------------------------------------------------------------- NTL BANKRUPTCY NEWS is published by Bankruptcy Creditors' Service, Inc., 24 Perdicaris Place, Trenton, New Jersey 08618, on an ad hoc basis (generally every 10 to 20 days) as significant activity occurs in the Debtors' cases. New issues are prepared by R. Vince Brandt and Peter A. Chapman, Editors. Subscription rate is US$45 per issue. Any re-mailing of NTL BANKRUPTCY NEWS is prohibited. ================================================================= IN THIS ISSUE ------------- [00000] HOW TO SUBSCRIBE TO NTL BANKRUPTCY NEWS [00001] BACKGROUND & DESCRIPTION OF NTL INCORPORATED [00002] CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2001 [00003] COMPANY'S PRESS RELEASES ANNOUNCING CHAPTER 11 FILING [00004] NTL DEBTORS' CHAPTER 11 DATABASE [00005] NTL INCORPORATED'S LARGEST UNSECURED CREDITORS [00006] NTL (DELAWARE)'S LARGEST UNSECURED CREDITORS [00007] NTL COMMUNICATIONS' LARGEST UNSECURED CREDITORS [00008] COMMUNICATIONS CABLE'S LARGEST UNSECURED CREDITORS [00009] DIAMOND CABLE COMMUNICATIONS' LARGEST UNSECURED CREDITORS [00010] DIAMOND HOLDINGS' LARGEST UNSECURED CREDITORS [00011] DEBTORS' MOTION FOR JOINT ADMINISTRATION OF CASES [00012] DEBTORS' MOTION TO OBTAIN $670,796,000 DIP FINANCING PACT KEY DATE CALENDAR ----------------- 05/08/02 Voluntary Petition Date 05/23/02 Deadline for filing Schedules of Assets and Liabilities 05/23/02 Deadline for filing Statement of Financial Affairs 05/23/02 Deadline for filing Lists of Leases and Contracts 05/28/02 Deadline to provide Utilities with adequate assurance 06/07/02 Deadline to make decisions about lease dispositions 08/06/02 Deadline to remove actions pursuant to F.R.B.P. 9027 09/05/02 Expiration of Debtor's Exclusive Plan Proposal Period 11/04/02 Expiration of Debtor's Exclusive Solicitation Period 05/07/04 Deadline for Debtor's Commencement of Avoidance Actions Organizational Meeting with UST to form Committees Bar Date for filing Proofs of Claim First Meeting of Creditors pursuant to 11 USC Sec. 341 ----------------------------------------------------------------- [00000] HOW TO SUBSCRIBE TO NTL BANKRUPTCY NEWS ----------------------------------------------------------------- NTL BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtors' cases. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of NTL BANKRUPTCY NEWS is prohibited. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. To continue receiving NTL BANKRUPTCY NEWS, please complete the form below and return it by fax or e-mail to: Bankruptcy Creditors' Service, Inc. 24 Perdicaris Place Trenton, NJ 08618 Telephone (609) 392-0900 Fax (609) 392-0040 E-mail: peter@bankrupt.com We have published similar newsletters tracking billion-dollar insolvency proceedings since 1990, starting with Federated Department Stores. 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Please enter my personal subscription to NTL BANKRUPTCY NEWS at US$45 per issue until I tell you to cancel my subscription. Name: ---------------------------------------------- Firm: ---------------------------------------------- Address: ---------------------------------------------- ---------------------------------------------- Phone: ---------------------------------------------- Fax: ---------------------------------------------- E-Mail: ---------------------------------------------- (Distribution to multiple professionals at the same firm is provided at no additional cost.) NTL BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtor's cases. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of NTL BANKRUPTCY NEWS is prohibited. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. ----------------------------------------------------------------- [00001] BACKGROUND & DESCRIPTION OF NTL INCORPORATED ----------------------------------------------------------------- NTL Incorporated 110 East 59th Street 26th Floor New York, New York 10022 Telephone (212) 906-8440 Fax (212) 752-1157 http://www.ntl.com Since 1993, NTL grew through various acquisitions and capital expansions to become one of the largest providers of broadband communications services to residential and commercial customers throughout the United Kingdom, Ireland, Switzerland, France, Germany, and Sweden. NTL is also is one of the largest providers of broadcast transmission and towers services throughout the UK. The Company serves more than 8,500,000 residential cable, telephone, and Internet customers within its service areas and covers major European cities like London, Paris, Frankfurt, Zurich, Stockholm, Geneva, Dublin, Manchester, and Glasgow. NTL is the largest cable television operator and a leading provider of business and broadcast services in the UK, and the owner of 100% of Cablecom in Switzerland and Cablelink in Ireland. As of December 31, 2001, the Company had approximately 4,800,000 residential customers on its wholly owned cable systems in the UK, Ireland, and Switzerland. The Company also has significant equity stakes in various other European cable operators, including a 27% interest in Suez-Lyonaise Telecom (France), a 32.5% interest in iesy Hessen GmbH (formerly known as eKabel) (Germany), and a 34% interest in B2 Bredband AB (Sweden). As of December 31, 2001, Suez-Lyonaise Telecom, iesy Hessen GmbH, and Svenska Bredbandsbolaget AB collectively served approximately 2,300,000 customers. For the 12-month period ended December 31, 2001, the Company recorded a net loss of $14,241,300,000 on revenues of $3,699,200,000. At December 31, 2001, the Company's books and records reflected, on a GAAP basis, $16,834,200,000 in total assets and $23,377,600,000 in liabilities. The Company has three predominant lines of business: (a) Consumer Services. The Consumer Services group includes residential telephone and cable television service, Internet access, and interactive services operations in service areas in the UK and Ireland, and its networks or the networks of its affiliates are currently being upgraded to provide all of those services in France, Switzerland, Germany, and Sweden. By marketing these services as a package -- offering customers a "triple-play" of services at a reduced aggregate cost -- the Company effectively competes with other providers that can offer only one or two of these services. (b) Business Services. The Business Services group operates primarily in the UK, providing a comprehensive range of voice, data, and application-based communications solutions, including business telephone service, national and international wholesale carrier telecommunications, Internet services, and radio communications services for the emergency services community. (c) Broadcast Services. The Broadcast Services segment operates primarily in the UK. Services include digital and analog television and radio broadcasting, rental of antenna space on the Company's owned and leased towers and sites and associated services, and satellite and media services. With more than 2,300 towers and other radio sites across the UK, the Company provides a full range of wireless solutions to the mobile communications industry, including providers of mobile telephony, paging, specialized mobile radio, and wireless local loop services. In addition, through its national infrastructure of owned and shared transmission sites and owned network of transmitters, developed during the 47-year history of National Transcommunications Ltd. (acquired by the Company in 1996), the Company provides broadcast signals for the three commercial national television channels in the UK and many of the UK's independent local, regional, and national radio broadcasters. Finally, the Company owns and operates satellite up- linking facilities consisting of 30 fixed satellite uplink dishes (able to access more than 50 satellites with global coverage), a network of mobile and transportable uplinks, management and control systems, and all associated operations and maintenance. Until recently, the Company also provided similar broadcast services in Australia. On or about April 2, 2002, the Company consummated the sale of its interest in its Australian subsidiaries to Macquarie Communications Infrastructure Holdings Pty Limited for approximately US$448,000,000. Events Leading To The Debtors' Chapter 11 Filings Barclay Knapp, NTL Incorporated's President and Chief Executive Officer, explains that the Company historically incurred operating losses and negative operating cash flow. In addition, the Company required significant amounts of capital to finance construction of their networks, connection of customers to the networks, other capital expenditures, and for working capital needs including debt service requirements. These liquidity requirements were met through cash flow from operations, amounts available under credit facilities, vendor financing, and issuances of high-yield debt securities and convertible debt securities in the capital markets and convertible preferred stock and common stock to strategic investors. Both the equity and debt capital markets have recently experienced periods of significant volatility, particularly for securities issued by telecommunications and technology companies. The ability of telecommunications companies to access those markets as well as their ability to obtain financing provided by bank lenders and equipment suppliers has become more restricted and financing costs have increased. During some recent periods, the capital markets have been largely unavailable to new issues of securities by telecommunications companies. NTL's public equity is no longer trading on the New York Stock Exchange, and the Debtors' debt securities are trading at or near all time lows. These factors, together with the Debtors' substantial leverage, mean that the Debtors do not currently have access to their historic sources of capital. After determining that cash flow from operations would not be sufficient to enable them to meet all outstanding debt obligations, NTL began to implement measures to preserve their valuable enterprise: * On or about December 10, 2001, NTL announced a series of cost-cutting measures aimed at streamlining operations and enhancing overall efficiency. * On or about December 20, 2001, NTL was advised of the formation of the Steering Committee. * In mid-to-late January 2002, the Company approached its Secured Lenders to request a waiver under the Credit Facilities to initiate discussions with the Steering Committee regarding a potential recapitalization. * On or about January 31, 2002, NTL announced the appointment of Credit Suisse First Boston, JP Morgan Chase, and Morgan Stanley to advise the Debtors on strategic and financial alternatives to strengthen the Company's balance sheet and reduce debt. * On or about February 4, 2002, NTL's board of directors decided not to declare dividends on its 13% percent senior redeemable exchangeable preferred stock, after previously determining not to declare dividends on December 31, 2001 on certain series of preferred stock held by France Telecom. * On or about February 20, 2002, the Company and its advisors first met with members of the Steering Committee and their newly-appointed advisors. * On or about February 21, 2002, NTL announced an agreement to sell its Australian operations for approximately US$448 million in cash. * Throughout March 2002, the Company continued to work with the Steering Committee in an effort to reach agreement on the terms of a mutually acceptable reorganization plan. * On or about April 1, 2002, the Company announced that after consideration of a request of the Steering Committee, they would not make quarterly interest payments due April 1 on NTL Communications Corp.'s 9-1/2% Senior Notes, 11-1/2% Senior Notes, and 11-7/8% Senior Notes. * On or about April 16, 2002, the Debtors announced an agreement-in-principle with the Steering Committee and the Preferred Shareholders on the terms of a comprehensive recapitalization of the Company. In conjunction with this agreement, NTL announced that after consideration of a request of the Steering Committee, they would not make quarterly interest payments due April 15 on NTL Communications Corp.'s 12-3/4% Senior Notes, and NTL Inc.'s and NTL (Delaware), Inc.'s 5-3/4% Convertible Subordinated Notes. * On or about May 2, 2002, the Debtors announced an agreement-in-principle with the steering committee of Secured Lenders under the Credit Facilities to support the agreement-in-principle previously reached with the Steering Committee and the Preferred Stockholders. In sum, Mr. Knapp explains, the downturn in the telecommunications and technology capital markets, the delisting of NTL stock from the New York Stock Exchange, the depressed trading price of the Debtors' debt securities, and the Company's substantial leverage, have foreclosed NTL's ability to utilize the capital markets at this time to procure additional financing for their continued operations. NTL needs to modify its capital structure. NTL and a large group of bondholders have agreed to a plan that will reduce the Company's debt obligations by approximately $10.6 billion through a pre-arranged Chapter 11 proceeding. "These cases are the final steps in effectuating the Debtors' capital restructuring," Mr. Knapp says. ----------------------------------------------------------------- [00002] CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2001 ----------------------------------------------------------------- NTL Incorporated and Subsidiaries Consolidated Balance Sheets At December 31, 2001 Assets Current assets: Cash and cash equivalents $504,600,000 Accounts receivable -- trade, less $133,800,000 allowance for doubtful accounts 683,300,000 Other 365,200,000 --------------- Total current assets 1,553,100,000 Fixed assets, net 12,573,300,000 Intangible assets, net 1,985,600,000 Investments in and loans to affiliates, net 272,400,000 Other assets, net of accumulated amortization of $150,300,000 449,800,000 --------------- Total assets $16,834,200,000 =============== Liabilities and shareholders' deficiency Current liabilities: Accounts payable $430,000,000 Accrued expenses and other 1,013,100,000 Accrued construction costs 144,800,000 Interest payable 303,900,000 Deferred revenue 505,800,000 Current portion of long-term debt 17,666,100,000 --------------- Total current liabilities 20,063,700,000 Long-term debt 102,300,000 Other 176,000,000 Commitments and contingent liabilities Deferred income taxes 260,900,000 Redeemable preferred stock -- $.01 par value, plus accreted dividends; liquidation preference $2,834,500,000; less unamortized discount of $53,400,000; issued and outstanding 2,100,000 2,773,700,000 Shareholders' (deficiency) equity: Series preferred stock -- $.01 par value; authorized 10,000,000 shares; liquidation preference $3,000,000,000; issued and outstanding 3,000,000 -- Common stock -- $.01 par value; authorized 800,000,000 shares; issued and outstanding 276,600,000 2,800,000 Additional paid-in capital 13,720,000,000 Accumulated other comprehensive (loss) (1,072,800,000) (Deficit) (19,192,400,000) --------------- Total shareholders' deficiency (6,542,400,000) --------------- Total liabilities and shareholders' deficiency $16,834,200,000 =============== ----------------------------------------------------------------- [00003] COMPANY'S PRESS RELEASES ANNOUNCING CHAPTER 11 FILING ----------------------------------------------------------------- NTL ANNOUNCES PREARRANGED U.S. CHAPTER 11 FILING NEW YORK, New York -- May 8, 2002 -- NTL Incorporated (OTC BB: NTLD; NASDAQ Europe: NTLI), announced today that it has filed its previously announced Chapter 11 ``prearranged' Plan of Reorganization under U.S. law. As set forth in its Plan of Reorganization, the Company, a steering committee of its lending banks and an unofficial committee of its public bondholders (holding over 50% of the face value of NTL and its subsidiaries' public bonds) have reached an agreement in principle on implementing the recapitalization plan announced last month. In addition, France Telecom and certain other holders of the Company's preferred stock, have also agreed to the plan. None of NTL's operating companies or customers in the UK, Ireland or Continental Europe will be affected by the Chapter 11 filings. Trade creditors, suppliers and employees will continue to be paid in the ordinary course of business. As previously announced, under the proposed recapitalization plan, approximately $10.6 billion in debt will be converted to equity in two reorganized companies - NTL UK and Ireland and NTL Euroco. In addition, NTL has received from certain members of the bondholder group a commitment of up to $500 million in new financing for NTL's UK and Ireland operations during the recapitalization process, subject to final approval by the U.S. Court. This new financing will further ensure that the Company and its business operations have access to sufficient liquidity to continue ordinary operations. Summary of the proposed Recapitalization Plan: * The Company's current bondholders will in the aggregate receive 100% of the initial equity of NTL UK and Ireland and approximately 86.5% of the initial equity of NTL Euroco. NTL (Delaware) bondholders will have the opportunity to reinvest all or a portion of NTL (Delaware) cash in additional shares of NTL common stock, or to receive such cash in the recapitalization. Current preferred and common stockholders, including France Telecom, will receive a package of rights (to be priced at a $10.5 billion enterprise value) and warrants entitling them to purchase primary equity of NTL UK and Ireland at the consummation of the plan (in the case of the rights) and for the duration of the eight-year warrants at prescribed prices. If fully exercised, such rights and warrants will entitle the current preferred stockholders to acquire approximately 23.6% and the current common stockholders to acquire approximately 8.9% of the entity's primary equity. * Current preferred stockholders, other than France Telecom, would receive approximately 3.2%, and current common stockholders, other than France Telecom, would receive approximately 10.3%, of the primary equity of NTL Euroco. Bonds at the Company's subsidiaries Diamond Holdings and NTL (Triangle) will remain outstanding and will be kept current in interest payments. Subject to the consummation of the recapitalization, France Telecom will also receive NTL's 27% interest in Noos S.A. ----------------------------------------------------------------- [00004] NTL DEBTORS' CHAPTER 11 DATABASE ----------------------------------------------------------------- Debtor entities filing separate chapter 11 petitions: Case No. Debtor Entity -------- ------------- 02-41316 NTL Incorporated 02-41317 NTL (Delaware), Inc. 02-41318 NTL Communications Corp. 02-41319 Communications Cable Funding Corp. 02-41320 Diamond Holdings Limited 02-41321 Diamond Cable Communications Limited Petition Date: May 8, 2002 Bankruptcy Court: United States Bankruptcy Court Southern District of New York Alexander Hamilton Custom House One Bowling Green, 5th Floor New York, New York 10004-1408 Telephone (212) 668-2870 Bankruptcy Judge: The Honorable Allan L. Gropper Debtors' U.S. Counsel: Kayalyn A. Marafioti, Esq. Jay M. Goffman, Esq. Lawrence V. Gelber, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Telephone (212) 735-3000 Fax (212) 735-2000 Debtors' U.K. Counsel: Jeremy M. Walsh, Esq. Travers Smith Braithwaite 10 Snow Hill London EC1A-2AL, England Telephone +44 (0)20 7295 3000 Debtors' Financial Advisor: Robert E. Ott, Kane Reece Associates, Inc. 822 South Avenue West Westfield, New Jersey 07090-1460 Telephone (908) 317-5757 Fax (908) 317-4434 Steering Committee Members: a) Angelo Gordon & Co. LLP 245 Park Avenue, 26th Floor New York, New York 10167 b) Appaloosa Management, LP 26 Main Street, 1st Floor Chatham, New Jersey 07928 c) Capital Research 11100 Santa Monica Boulevard, 15th Floor Los Angeles, California 90025-3302 d) Fidelity Management & Research Co. 82 Devonshire Street, E20E Boston, Massachusetts 02109 e) Franklin Mutual Advisors, LLC 51 JFK Parkway Short Hills, New Jersey 07078 f) MacKay Shields LLC 9 West 57th Street, 33rd Floor New York, New York 10019 g) Oaktree Capital Management LLC 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 h) SAB Capital 650 Madison Avenue, 26th Floor New York, New York 10022 i) Salomon Brothers Asset Management 388 Greenwich Street, Floor 8 New York, New York 10013 j) W. R. Huff Asset Management Co., LLC 67 Park Place Morristown, New Jersey 07960 Counsel to the Steering Committee: Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 - and - Cadwalader, Wickersham & Taft 55 Gracechurch Street London, EC3V 0EE, England Financial Advisor to the Steering Committee: UBS Warburg LLC 299 Park Avenue New York, New York 10171 U.S. Trustee: Carolyn S. Schwartz United States Trustee for Region 2 33 Whitehall Street, Suite 2100 New York, NY 10004 Telephone (212) 510-0500 ----------------------------------------------------------------- [00005] NTL INCORPORATED'S LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Entity Nature Of Claim Claim Amount ------ --------------- ------------ Wilmington Trust Company 5-3/4% Convertible $1,225,683,330 Rodney Square North Subordinated Notes 1100 North Market Street Due 2009 Wilmington, Delaware 198900 Attention: Corporate Trust Administration Telephone: (302) 636-6058 Fax: (302) 636-4140 Wells Fargo Bank Minnesota, 6-3/4% Convertible $1,185,362,500 National Association Senior Notes MAC N9303-120 Sixth and Marquette Minneapolis, Minnesota 55479 Attn: Mr. Gavin Wilkinson, Vice President Telephone: (612) 667-3777 Fax: (612) 667-9825 Wilmington Trust Company 7% Convertible $502,542,516 Subordinated Notes Wilmington Trust Company 5-3/4% Convertible $101,661,111 Subordinated Notes Due 2011 ITN News Channel Guarantee Unliquidated 200 Gray's Inn Road Obligation London, England WC1X 8XZ Attention: James Scorer Telephone: 44 020 7430 4779 Fax: 44 020 7430 4305 The Studio Guarantee Unliquidated (c/o Vivendi Universal) 5-7 Mandeville Place London, England W1U 3AR Attention: Bradley Waxler Telephone: 44 0207 535 3567 Fax: 44 0207 535 3565 Macquarie Communications Guarantee Unliquidated Infrastructure Pty Limited Obligation No. 1 Martin Place Sydney, Australia NSW 2000 Attn: Shemara Wikramanayake Telephone: 61 2 8232 5103 Fax: 61 2 8232 3656 ----------------------------------------------------------------- [00006] NTL (DELAWARE)'S LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Entity Nature Of Claim Claim Amount ------ --------------- ------------ Wilmington Trust Company 5-3/4% $1,225,683,333 Rodney Square North Convertible 1100 North Market Street Subordinated Wilmington, Delaware 198900 Notes due 2009 Attn: Corporate Trust Administration Telephone: (302) 636-6058 Fax: (302) 636-4140 Wilmington Trust Company 7% Convertible $502,542,516 Subordinated Notes Due 2008 Wilmington Trust Company 5-3/4% $101,661,111 Convertible Subordinated Notes Due 2011 Australian Broadcasting Guarantee Unliquidated Corporation Obligation Attention: Craig Todd Telephone: 61 2 9950 3346 Fax: 61 2 9950 3441 SBS Corporation Guarantee Unliquidated Attention: Hugh James Obligations Telephone: 61 2 9430 3172 Fax: 61 2 9430 3773 Rangers Co. UK Limited Guarantee Unliquidated Ibrox Stadium Obligation 150 Edmiston Drive Glasgow, Scotland G51 2XC Attention: Managing Director Leicester City plc Guarantee Unliquidated City Stadium Obligation Filbert Street Leicester, England LE27FL The Football League Guarantee Unliquidated Edward VII Quay Obligation Navigation Way Preston Lancashire, England PR2 2YF Attention: Chief Executive Fax: 44 01772 325801 The Football Association Guarantee Unliquidated Premier League Limited Obligation 11 Connaught Place London, England W2 2ET Aston Villa plc Villa Park Guarantee Unliquidated Birmingham, England B6 6HE Obligation Cable & Wireless Guarantee Unliquidated 124 Theobalds Road Obligation London, England WC1X 8RX Attn: Company Secretary Telephone: 44 020 7315 4272 Commonwealth of Australia Guarantee Unliquidated Department of Obligation Communications, Information, Technology and the Arts GPO Box 2154 Canberra, Australia ACT 2601 Telephone: 61 2 6271 1533 Fax: 61 2 6271 1717 America Online, Inc. Guarantee Unliquidated AOL (UK) Limited Obligation 80 Hammersmith Road London, England W14 Attn: The Company Secretary Telephone: 0800 376 5432 ----------------------------------------------------------------- [00007] NTL COMMUNICATIONS' LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Entity Nature Of Claim Claim Amount ------ --------------- ------------ Wells Fargo Bank Minnesota, 9-3/4% Senior $1,190,702,369 National Association Deferred MAC N9303-120 Coupon Notes Sixth and Marquette Due 2008 Minneapolis, Minnesota 55479 Attn: Mr. Gavin Wilkinson, Vice President Telephone: (612) 667-3777 Fax: (612) 667-9825 Wells Fargo Bank Minnesota 6-3/4% $1,185,362,500 Convertible Senior Notes Due 2008 Wells Fargo Bank Minnesota 11-1/2% Senior $1,079,852,083 Deferred Coupon Notes Due 2006 Wells Fargo Bank Minnesota 11-1/2% Senior $666,727,431 Notes Due 2008 Wells Fargo Bank Minnesota 11-7/8% Senior $534,470,486 Notes Due 2010 Wilmington Trust Company 7% Convertible $502,542,516 Rodney Square North Subordinated 1100 North Market Street Notes Due 2008 Wilmington, Delaware 198900 Attention: Corporate Trust Administration Telephone: (302) 636-6058 Fax: (302) 636-4140 The Bank of New York 10% Senior $408,222,222 48th Floor Notes Due 2008 One Canada Square London E15 5AL England Attn: Sunjeeve D. Patel, Assistant VP Wells Fargo Bank Minnesota 9-3/4% Senior $391,746,728 Deferred Coupon Sterling Notes Due 2009 Wells Fargo Bank Minnesota 10-3/4% Senior $389,486,391 Deferred Coupon Sterling Notes Due 2008 Wells Fargo Bank Minnesota 12-3/8% Senior $379,555,576 Deferred Coupon Notes Due 2008 Wells Fargo Bank Minnesota 9-7/8% Senior $347,457,882 Euro Notes Due 2009 Wells Fargo Bank Minnesota 12-3/4% Senior $296,887,175 Deferred Coupon Notes Due 2005 Wells Fargo Bank Minnesota 12-3/8% Senior $293,719,219 Euro Notes Due Due 2008 Wells Fargo Bank Minnesota 9-1/4% Senior $247,507,986 Euro Notes Due 2006 Wells Fargo Bank Minnesota 9-1/2% Senior $188,714,074 Sterling Notes Due 2008 Wells Fargo Bank Minnesota 11-1/2% Senior $150,118,740 Deferred Coupon Euro Notes Due 2009 AT&T Uniplan Service Trade Debt $11,984 P.O. Box 9001309 Louisville, Kentucky 40290 Met Police Headquarters Guarantee Unliquidated Offices of the Commissioner Obligation and Receiver of the Metropolitan Police New Scotland Yard 1 Drummond Gate London, England SW1 Telephone: 44 020 7230 1212 TXU Energy Guarantee Unliquidated P.O. Box 40 Obligation Wherstead Park Wherstead, Ipswich Suffolk, England IP9 2AQ Telephone: 44 01473 688688 ----------------------------------------------------------------- [00008] COMMUNICATIONS CABLE'S LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- None. ----------------------------------------------------------------- [00009] DIAMOND CABLE COMMUNICATIONS' LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Entity Nature Of Claim Claim Amount ------ --------------- ------------ The Bank of New York 11-3/4% Senior $554,223,875 48th Floor Discount Notes One Canada Square Due 2005 London E15 5AL England Attn: Sunjeeve D. Patel, Assistant VP The Bank of New York 10-3/4% Senior $429,791,882 Discount Notes Due 2007 The Bank of New York 13-1/4% Senior $288,143,047 Discount Notes Due 2004 ----------------------------------------------------------------- [00010] DIAMOND HOLDINGS' LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Entity Nature Of Claim Claim Amount ------ --------------- ------------ The Bank of New York 10% Senior $197,933,295 48th Floor Sterling Notes One Canada Square Due 2008 London E15 5AL England Attn: Sunjeeve D. Patel, Assistant VP The Bank of New York 9-1/8% Senior $112,481,493 Notes Due 2008 ----------------------------------------------------------------- [00011] DEBTORS' MOTION FOR JOINT ADMINISTRATION OF CASES ----------------------------------------------------------------- John Francis Gregg, NTL's Senior Vice President and Chief Financial Officer tells Judge Gropper that 276,626,476 outstanding shares of common stock in NLT Incorporated are held by 5,692 known shareholders. NTL's debtor-affiliates are all related to one another in an uncomplicated structure: __________________________ | | | NTL Incorporated | |__________________________| | | 100% ____________|_____________ | | | NTL (Delaware), Inc. | |__________________________| | | 100% ____________|_____________ | | | NTL Communications Corp. | |__________________________| | _______________|_______________ | | | 100% 100% | ____________|_____________ ____________|_____________ | | | | | Diamond Cable | | Communications Cable | | Communications Limited | | Funding Corp. | |__________________________| |__________________________| | | 100% ____________|_____________ | | | Diamond Holdings Limited | |__________________________| The Debtors' relationships and, in certain cases, the similarity of their creditor constituencies, militates in favor of joint administration of these multiple chapter 11 cases as one, Kayalyn A. Marafioti, Esq., at Skadden, Arps, Slate, Meagher & Flom tells the Court. Moreover, Ms. Marafioti observes, joint administration will lessen the administrative costs of these chapter 11 cases by obviating the need for redundant copies of virtually every documents to be filed with the Court. Pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure, Judge Gropper directs that these cases be jointly administered. Judge Gropper directs that the Debtors' chapter 11 cases be consolidated, solely for administrative purposes, under Case No. 02-41316, and that all pleadings and papers be captioned: UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------x : In re : Chapter 11 Case No. : NTL Incorporated, et al., : 02-41316 (ALG) : Debtors. : (Jointly Administered) : ---------------------------------x Judge Gropper makes it clear that his order neither contemplates a substantive consolidation of the Debtors' estates nor prejudices the right of any party-in-interest to seek substantive consolidation. ----------------------------------------------------------------- [00012] DEBTORS' MOTION TO OBTAIN $670,796,000 DIP FINANCING PACT ----------------------------------------------------------------- Kayalyn A. Marafioti, Esq., at Skadden, Arps, Slate, Meagher & Flom, tells Judge Gropper that the Debtors have determined they need access to debtor-in-possession financing in order to continue to operate their businesses in Chapter 11 and to ensure their successful reorganization. Ms. Marafioti indicates the Debtors may need incremental liquidity pending completion of their proposed recapitalization because their estimated cash disbursements will exceed estimated cash receipts over the next 30 days, showing the Court this financial document: NTL INCORPORATED SCHEDULE OF ESTIMATED CASH RECEIPTS AND DISBURSEMENTS FOR THE 30-DAY PERIOD FOLLOWING MAY 7, 2002 Projected Cash Flow ------------------- Receipts: Income $ -- Disbursements: Salaries and benefits $ 450,000 Rent/Insurance 550,000 Other general office 1,100,000 Minority interests/Capital contributions 27,000,000 Total projected disbursements $29,100,000 Net projected cash flow ($29,100,000) John Francis Gregg, NTL's Senior Vice President and Chief Financial Officer tells the Court that the Debtors have arranged to obtain a super-priority Debtor-in-Possession Financing facility providing the Company with $670,796,000 of new DIP Financing. Communications Cable Funding Corp. will be the borrower, and all of the other Debtors (other than Diamond Cable Communications Ltd. and Diamond Holdings Ltd.) will guarantee CCFC's obligations. NTL Delaware -- with lots of cash on hand -- will lend up to $170,796,000 and unidentified entities called Specified Holders will lend up to $500,000,000. As soon as the ink on the definitive documentation is dry, the Debtors will bring the agreement to Judge Gropper for interim and final approval. *** End of Issue No. 1 *** ------------------------------------------------------------------------- Peter A. Chapman peter@bankrupt.com http://bankrupt.com ------------------------------------------------------------------------- Recommended Reading: Professor Stuart Gilson's newest title, "Creating Value Through Corporate Restructuring: Case Studies in Bankruptcies, Buyouts, and Breakups." List Price: $79.95 -- Discounted to $55.96 at http://amazon.com/exec/obidos/ASIN/0471405590/internetbankrupt -------------------------------------------------------------------------