Virgin Media 2009 Annual Report Download - page 39

Provisions of our debt agreements, our stockholder rights plan, our certificate of incorporation, Delaware law
and our contracts could prevent or delay a change of control of us.
We may, under some circumstances involving a change of control, be obligated to repurchase
substantially all of our outstanding senior notes and convertible senior notes, and repay our outstanding
indebtedness under our senior credit facility and other indebtedness. We or any possible acquirer may
not have available financial resources necessary to repurchase those notes or repay that indebtedness in
those circumstances.
If we or any possible acquirer cannot repurchase those notes or repay our indebtedness under our
senior credit facility and other indebtedness in the event of a change of control of us, the failure to do
so would constitute an event of default under the agreements under which that indebtedness was
incurred and could result in a cross-default under other indebtedness that does not have similar
provisions. The threat of this could have the effect of delaying or preventing transactions involving a
change of control of us, including transactions in which our stockholders would receive a substantial
premium for their shares over then current market prices, or otherwise which they may deem to be in
their best interests.
Our stockholder rights plan, some provisions of our certificate of incorporation and our ability to
issue additional shares of common stock or preferred stock to third parties without stockholder
approval may have the effect, alone or in combination with each other, of preventing or making more
difficult transactions involving a change of control of us. We are subject to the Delaware business
combinations law that, subject to limited exceptions, prohibits some Delaware corporations from
engaging in some business combinations or other transactions with any stockholder who owns 15% or
more of the corporation’s outstanding voting stock, for three years following the date that the
stockholder acquired that interest. The terms of certain of our existing agreements relating to changes
of control may also have the effect of delaying or preventing transactions involving a change of control
of us.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
As of December 31, 2009, we owned, leased or licensed 132 corporate properties, of which 47 were
exclusively office and administrative facilities, including our U.K. headquarters in Hook, Hampshire,
and 85 were hybrid sites comprising operational network facilities with a significant office or
administrative component. We also lease our principal executive offices in New York City. In 2009, we
significantly expanded our portfolio of leased retail facilities, with the addition of 49 retail outlets. As
of December 31, 2009, we leased 72 retail facilities in the U.K. Currently, four of our corporate sites
are subleased and 13 are vacant, representing approximately 29% of our total rental expense.
In addition, we own or lease facilities at approximately 611 locations for operational network
purposes such as head-ends, hubs, switching centers, points of presence, repeater nodes and radio sites
and other minor technical facilities such as cabins. This excludes the approximately 600 significant
customer or third party sites where we maintain network equipment and the various cable television,
telephone and telecommunications equipment housed in street cabinet enclosures situated on public
and private sites. Currently, four of our technical facilities are subleased and 18 are partly or wholly
vacant, representing approximately 3% of our total rental expense.
We also lease two facilities in Luxembourg in connection with the activities of Virgin Media
Entertainment: one hybrid site, comprising offices as well as operational facilities, and one site solely
for operational purposes.
37