Virgin Media 2011 Annual Report Download - page 113

VIRGIN MEDIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Note 7—Long Term Debt (continued)
•7.00% Senior Secured Notes due January 15,2018—The principal amount at maturity is £875 million.
Interest is payable semi-annually on June 15 and December 15 commencing June 15,2010.
•8.375% Senior Notes due October 15, 2019—The principal amount at maturity is $600 million. Interest
is payable semi-annually on April 15 and October 15 commencing April 15, 2010.
•8.875% Senior Notes due October 15, 2019—The principal amount at maturity is £350 million. Interest
is payable semi-annually on April 15 and October 15 commencing April 15, 2010.
•5.25% Senior Secured Notes due January 15, 2021—The principal amount at maturity is $500 million.
Interest is payable semi-annually on January 15 and July 15 commencing July 15, 2011.
•5.50% Senior Secured Notes due January 15, 2021—The principal amount at maturity is £650 million.
Interest is payable semi-annually on January 15 and July 15 commencing July 15, 2011.
On March 3, 2011, our wholly owned subsidiary, Virgin Media Secured Finance PLC, issued $500 million
aggregate principal amount of 5.25% senior secured notes due 2021 and £650 million aggregate principal amount
of 5.50% senior secured notes due 2021. Interest is payable on January 15 and July 15 each year, beginning on
July 15, 2011. The senior secured notes due 2021 rank pari passu with and, subject to certain exceptions, share in
the same guarantees and security which have been granted in favor of our senior credit facility and senior secured
notes due 2018.
On July 26, 2011, we redeemed in full the outstanding balance of our $550 million 9.125% senior notes due
2016 using £355.8 million of cash from our balance sheet as part of our 2010 capital structure optimization
program. We recognized a loss on extinguishment of £15.5 million as a result of this redemption. Refer to note
15 for additional discussion of the capital structure optimization program.
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 and used the proceeds and cash on hand to repay
£504.0 million of our obligations under our senior credit facility that were originally scheduled to be paid in
2009, 2010 and 2012. 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 our 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. Based on the December 31, 2011 closing price of our common stock, the ‘if
converted value’ of the convertible senior notes exceeds the outstanding principal amount by approximately
£72.3 million.
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
F-24