Virgin Media 2011 Annual Report Download - page 70

of our common stock until August 2011, and in part towards transactions relating to our debt and convertible
debt, including related derivative transactions. During the first quarter we increased the 2010 capital optimization
program to permit the full redemption of the $550 million 9.125% senior notes due 2016, which occurred on
July 26, 2011. On July 27, 2011, we announced a new capital structure optimization program which includes the
application of, in aggregate, up to £850 million for purposes of repurchasing our common stock and debt and for
effecting associated derivative transactions until December 31, 2012. Our new capital structure optimization
program consists of the application of up to £625 million in repurchases of our common stock and up to
£225 million for transactions relating to our debt and convertible debt, including related derivative transactions.
On October 27, 2011, we announced our intention to expend up to a further £250 million on share repurchases by
the end of 2012 from the proceeds of the sale of UKTV, in addition to the £625 million under the new capital
structure optimization program. Our capital structure optimization programs may be effected through open
market, privately negotiated and / or derivative transactions, and may be implemented through arrangements with
one or more brokers. Any shares of common stock acquired in connection with these programs will be held in
treasury or cancelled.
During the year ended December 31, 2011, we repurchased approximately 40.9 million shares of common
stock at an average purchase price per share of $25.03 ($1,022.5 million in aggregate), of which approximately
17.1 million shares were repurchased through open market repurchases at an average purchase price per share of
$27.64 ($472.5 million in aggregate) and approximately 23.8 million shares were repurchased through capped
accelerated stock repurchase programs at an average purchase price per share of $23.15 ($550 million in
aggregate). Approximately 12.0 million shares of common stock were repurchased through open market
repurchases under the 2010 capital structure optimization program at an average purchase price per share of
$28.83 ($345.5 million in aggregate), and approximately 28.9 million shares of common stock were repurchased
under the 2011 capital structure optimization program consisting of approximately 5.1 million shares under open
market repurchases at an average purchase price per share of $24.86 ($127.0 million in aggregate) and
approximately 23.8 million shares under capped accelerated stock repurchase programs at an average purchase
price per share of $23.15 ($550 million in aggregate). The capped accelerated stock repurchase programs under
the 2011 capital structure optimization program were executed by entering into an agreement with a counterparty
on September 8, 2011 to effect a $250.0 million (£156.6 million) capped accelerated stock repurchase program
under which we received approximately 10.1 million shares of our common stock at an average purchase price
per share of $24.71, and by entering into another agreement with the same counterparty on November 10, 2011 to
effect a further $300.0 million (£188.0 million) capped accelerated stock repurchase program under which we
received approximately 13.6 million shares of our common stock at an average purchase price per share of
$21.99. The shares of common stock acquired under these transactions were cancelled.
As at December 31, 2011, the remaining amount authorized for stock repurchases under the 2011 capital
structure optimization program was £452.7 million.
On February 8, 2012, we entered into a $250 million capped accelerated stock repurchase agreement under
the 2011 capital optimization program. Under the terms of this agreement, we paid $250 million from cash on
hand to repurchase outstanding shares of our common stock. On February 13, 2012, we received an initial
delivery of 7.5 million shares under this agreement. The total number of shares that we will ultimately receive
will be based generally on the daily volume-weighted average share price of our common stock over a defined
time period, the end of which is expected to be no later than May 9, 2012.
On February 15, 2011, we further amended our senior credit facility to increase our operational flexibility.
On May 20, 2011, we entered into two new additional facilities under the senior credit facility, including an
additional revolving facility, with total commitments of £450 million, which replaced the then existing
£250 million revolving facility and an additional term facility with commitments of £750 million which was used
to prepay in full Tranches A and B under the senior credit facility. Further amendments to increase operational
flexibility were also effected on May 27, 2011. The maturity date of the facilities remains as June 30, 2015. For
more information, see “-Senior Credit Facility” below.
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