Virgin Media 2008 Annual Report Download - page 82

only after the other tranches and will not benefit from guarantees or security granted by other
members of the group.
Senior Notes
On July 25, 2006, Virgin Media Finance PLC issued U.S. dollar denominated 9.125% senior notes
due 2016 with a principal amount outstanding of $550 million. The senior notes due 2016 are
unsecured senior obligations of Virgin Media Finance PLC and rank pari passu with Virgin Media
Finance’s outstanding senior notes due 2014. The senior notes due 2016 bear interest at an annual rate
of 9.125% payable on February 15 and August 15 of each year, beginning February 15, 2007. The
senior notes due 2016 mature on August 15, 2016 and are guaranteed by Virgin Media, Virgin Media
Group LLC, VMIH and certain other intermediate holding companies of Virgin Media.
On April 13, 2004, Virgin Media Finance PLC issued U.S. dollar denominated 8.75% senior notes
due 2014 with a principal amount outstanding of $425 million, sterling denominated 9.75% senior notes
due 2014 with a principal amount outstanding of £375 million, and euro denominated 8.75% senior
notes due with a principal amount outstanding of A225 million. Interest is payable on April 15 and
October 15 of each year. The senior notes due 2014 mature on April 15, 2014 and are guaranteed by
Virgin Media, Virgin Media Group LLC, VMIH and certain of the intermediate holding companies in
the group.
Convertible Senior Notes
On April 16, 2008, Virgin Media Inc. issued U.S. dollar denominated 6.50% convertible senior
notes due 2016 with a principal amount outstanding of $1.0 billion. The convertible senior notes are
unsecured senior obligations of Virgin Media Inc. and, consequently, are subordinated to our
obligations under the senior credit facility and rank equally with Virgin Media Inc.’s guarantees of the
senior notes. The convertible senior notes bear interest at an annual rate of 6.50% payable
semi-annually on May 15 and November 15 of each year, beginning November 15, 2008. The
convertible senior notes mature on November 15, 2016 and may not be redeemed by us prior to their
maturity date. Upon conversion, we may elect to settle in cash, shares of common stock or a
combination of cash and shares of our common stock.
Holders of convertible senior notes may tender their notes for conversion at any time on or after
August 15, 2016 through to the second scheduled trading date preceding the maturity date. Prior to
August 15, 2016, holders may convert their notes, at their option, only under the following
circumstances: (i) in any quarter, if the closing sale price of Virgin Media Inc.’s common stock during
at least 20 of the last 30 trading days of the prior quarter was more than 120% of the applicable
conversion price per share of common stock on the last day of such prior quarter; (ii) if, for five
consecutive trading days, the trading price per $1,000 principal amount of notes was less than 98% of
the product of the closing price of our common stock and the then applicable conversion rate; (iii) if a
specified corporate event occurs, such as a merger, recapitalization, reclassification, binding share
exchange or conveyance of all, or substantially all, of Virgin Media Inc.’s assets; (iv) the declaration by
Virgin Media Inc. of the distribution of certain rights, warrants, assets or debt securities to all, or
substantially all, holders of Virgin Media Inc.’s common stock; or (v) if Virgin Media Inc. undergoes a
fundamental change (as defined in the indenture governing the convertible senior notes), such as a
change in control, merger, consolidation, dissolution or delisting.
The initial conversion rate of the convertible senior notes represents an initial conversion price of
approximately $19.22 per share of common stock. The conversion rate is subject to adjustment for
stock splits, stock dividends or distributions, the issuance of certain rights or warrants, certain cash
dividends or distributions or stock repurchases where the price exceeds market values. In the event of
specified fundamental changes relating to Virgin Media Inc., referred to as ‘‘make whole’’ fundamental
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