Virgin Media 2007 Annual Report Download - page 93

VIRGIN MEDIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Business
(a) Historical Structure of the Company
Virgin Media Inc. 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 annual 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 cable 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 annual
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 annual
report 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.
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