Virgin Media 2006 Annual Report Download - page 87

VIRGIN MEDIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Business
(a) Historical Structure of the Company
Virgin Media Inc. (formerly known as NTL Incorporated) is a Delaware corporation and is publicly−traded on the NASDAQ
National Market in the United States. Our historical structure is as follows:
We were incorporated in 1993 as a Delaware corporation and continued as a publicly−traded holding company until
February 1999. From February 1999 until January 10, 2003, we were a wholly−owned subsidiary of NTL (Delaware), Inc., a
Delaware corporation referred to in this report as NTL Delaware, which was incorporated in February 1999, to effect a reorganization
into a holding company structure. The holding company structure was implemented to pursue opportunities outside of the U.K. and
Ireland, and was accomplished through a merger. Our stockholders at the time became stockholders of the new holding company,
NTL (Delaware), Inc., and we became a wholly−owned subsidiary of the new holding company, NTL Delaware. The new holding
company took the name NTL Incorporated until May 2000, when it was changed back to NTL (Delaware), Inc.
In May 2000, another new holding company structure was implemented in connection with the acquisition of the residential
assets of Cable & Wireless Communications plc, or CWC (the operations acquired from CWC are called ConsumerCo), and was
accomplished similarly through a merger. The stockholders of NTL Delaware became stockholders of the new holding company, and
NTL Delaware became a subsidiary of the new holding company, and we remained a subsidiary of NTL Delaware. The new holding
company then took the name NTL Incorporated, which remained its name until January 10, 2003, at which time its name was changed
to NTL Europe, Inc., referred to in this report as NTL Europe. On February 21, 2001, NTL Europe contributed the assets of
ConsumerCo to us.
On January 10, 2003, we emerged from reorganization under Chapter 11 of the U.S. Bankruptcy Code. Pursuant to the plan of
reorganization, which is referred to as the Plan, our former parent, NTL Europe, and its subsidiaries and affiliates were split into two
separate groups, with us and NTL Europe each emerging as independent public companies. We were renamed NTL Incorporated and
became the holding company for the former NTL group’s principal U.K. and Ireland assets. NTL Europe became the holding
company for the former NTL group’s continental European and various other assets. All of the outstanding securities of NTL Europe
and some of its subsidiaries, including us, were cancelled. We issued shares of our common stock and Series A warrants, and NTL
Europe issued shares of its common stock and preferred stock to various former creditors and stockholders. As a result, we are no
longer affiliated with NTL Europe. NTL Europe has since changed its name to PTV, Inc.
On March 3, 2006, NTL Holdings Inc. (formerly known as NTL Incorporated) merged with a subsidiary of NTL Incorporated
(formerly known as Telewest Global, Inc. or Telewest). Because this transaction is accounted for as a reverse acquisition, the financial
statements included in this Form 10−K for the period through March 3, 2006 are those of the corporation now known as Virgin Media
Holdings Inc. (formerly known as NTL Holdings Inc.). For the period since March 3, 2006 these financial statements reflect the
reverse acquisition of Telewest.
On July 4, 2006, we acquired 100% of the outstanding shares and options of Virgin Mobile Holdings (UK) plc, or Virgin Mobile,
through a U.K. Scheme of Arrangement.
On February 6, 2007, we changed the name of our corporate parent from NTL Incorporated to Virgin Media Inc. and the names
of certain of our subsidiaries.
We conduct our operations through direct and indirect wholly−owned subsidiaries.
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007