Virgin Media 2009 Annual Report Download - page 85

Senior Secured Notes
On January 19, 2010, our wholly owned subsidiary Virgin Media Secured Finance PLC issued
U.S. dollar denominated 6.50% senior secured notes due 2018 with a principal amount outstanding of
$1.0 billion and sterling denominated 7.00% senior secured notes due 2018 with a principal amount
outstanding of £875 million, collectively, the senior secured notes due 2018. Interest is payable on the
senior secured notes due 2018 on June 15 and December 15 each year, beginning on June 15, 2010.
The senior secured notes due 2018 rank pari passu with our senior credit facility and, subject to certain
exceptions, share in the same guarantees and security which has been granted in favor of our senior
credit facility. See Senior Credit Facility—Guarantees: Security.
Restrictions Under Our Existing Debt Agreements
The agreements governing our senior notes, senior secured notes and senior credit facility
significantly and, in some cases absolutely, restrict our ability and the ability of most of our subsidiaries
to:
• incur or guarantee additional indebtedness;
• pay dividends or make other distributions, or redeem or repurchase equity interests or
subordinated obligations;
• make investments;
• sell assets, including the capital stock of subsidiaries;
• enter into sale and leaseback transactions or certain vendor financing arrangements;
• create liens;
• enter into agreements that restrict the restricted subsidiaries’ ability to pay dividends, transfer
assets or make intercompany loans;
• merge or consolidate or transfer all or substantially all of their assets; and
• enter into transactions with affiliates.
Convertible Senior Notes
In April 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
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