Virgin Media 2011 Annual Report Download - page 76

outstanding senior notes due 2019 and its 9.125% senior notes due 2016. The 9.50% senior notes due 2016
mature on August 15, 2016 and are guaranteed on a senior basis by Virgin Media Inc., Virgin Media Group LLC,
Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited and on
a senior subordinated basis by VMIH and VMIL.
In November 2009, Virgin Media Finance issued U.S. dollar denominated 8.375% senior notes due 2019
with a principal amount outstanding of $600 million and sterling denominated 8.875% senior notes due 2019
with a principal amount outstanding of £350 million, collectively, the senior notes due 2019. Interest on the
senior notes due 2019 is payable on April 15 and October 15 of each year. The senior notes due 2019 are
unsecured senior obligations of Virgin Media Finance and rank pari passu with Virgin Media Finance’s
outstanding senior notes due 2014 and 2016. The senior notes due 2019 mature on October 15, 2019 and are
guaranteed on a senior basis by Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc.,
Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited and on a senior subordinated basis
by VMIH and VMIL.
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.
On August 5, 2010, we completed an offer to exchange any and all of the then outstanding senior secured
notes due 2018, which we originally issued in a U.S. private placement, for an equivalent amount of new senior
secured notes due 2018 which have been registered under the U.S. Securities Act of 1933, as amended. In
connection with this offer, we exchanged a total of $999,369,000 aggregate principal amount, or 99.9% of the
original U.S. dollar denominated notes, and £867,373,000 aggregate principal amount, or 99.1% of the original
sterling denominated notes, for an equivalent amount of newly issued senior secured notes due 2018. Holders of
the original senior secured notes due 2018 who did not tender their notes in compliance with the offer terms and
continue to hold the original senior secured notes will remain subject to restrictions on transfer of these notes.
Completion of the exchange offer satisfied our obligations in full under a registration rights agreement entered
into in connection with the original note issuance in January 2010. We did not receive any additional proceeds
from the exchange offer. For further details relating to the exchange offer, please see Amendment No.1 to the
Registration Statement on Form S-4 of Virgin Media Inc., as filed with the SEC on June 30, 2010.
On March 3, 2011, Virgin Media Secured Finance PLC issued U.S. dollar denominated 5.25% senior
secured notes due 2021 with a principal amount outstanding of $500 million and sterling denominated 5.50%
senior secured notes due 2021 with a principal amount outstanding of £650 million, collectively, the senior
secured notes due 2021. Interest is payable on the senior secured notes due 2021 on January 15 and July 15 each
year, beginning on July 15, 2011. The net proceeds from the senior secured notes due 2021 were partly applied
towards the prepayment of £532.5 million of the Tranche A outstanding under our senior credit facility and
£367.5 million of the Tranche B Facility outstanding under our senior credit facility. The remainder of the net
proceeds are being used for general corporate purposes. For further details relating to the senior secured notes
due 2021, please see Virgin Media Inc.’s current report on Form 8-K, as filed with the SEC on March 3, 2011,
which is incorporated herein by reference.
On September 8, 2011, we completed an offer to exchange any and all of the then outstanding senior
secured notes due 2021 which we originally issued in a U.S. private placement, for an equivalent amount of new
senior secured notes due 2021 which have been registered under the U.S. Securities Act of 1933, as amended. In
connection with this offer, we exchanged a total of $499,870,000 aggregate principal amount, or 99.9% of the
original U.S. dollar denominated outstanding notes and £650,000,000 aggregate principal amount, or 100% of the
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