Virgin Media 2012 Annual Report Download - page 59

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Our senior unsecured notes are issued by VMF 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. Interest accrues from date of issuance.
Senior Secured Notes
Our wholly owned subsidiary Virgin Media Secured Finance PLC, or VMSF, has issued senior secured notes in a mix
of U.S. dollar and Sterling denominated instruments:
Carrying value (£ million)
Senior secured notes Issue date Annual interest date 2012 2011 2010
$1,000m 6.50% U.S. dollar due Jan 15, 2018 January 19, 2010(1) June 15th & Dec 15th £ 611.2 £635.4 £632.3
£875m 7.00% Sterling due Jan 15, 2018 January 19, 2010(1) June 15th & Dec 15th 865.9 864.5 863.1
$500m 5.25% U.S. dollar due Jan 15, 2021 March 3, 2011(2) Jan 15th & July 15th 350.5 353.1 —
£650m 5.50% Sterling due Jan 15, 2021 March 3, 2011(2) Jan 15th & July 15th 754.1 722.4 —
Total senior secured notes £ 2,581.7 £ 2,575.4 £1,495.4
(1) 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 2021 which have been registered under
the U.S. Securities Act of 1933, as amended.
(2) On September 8, 2011, 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 2021 which have been registered under
the U.S. Securities Act of 1933, as amended.
We have entered in to cross currency interest rate swaps to mitigate the interest and foreign exchange risks associated
with our U.S. dollar denominated debt, which for these senior secured notes due 2018 and 2021 changes the weighted
average interest rate to 7.02% and 6 month LIBOR +1.94% respectively.
No senior secured notes have been issued or amended during 2012 with the reduction in the weighted average interest
rate from 5.46% to 5.43% being due to reductions in LIBOR.
In 2011 the weighted average interest rate on our senior secured notes fell from 7.01% in 2010 to 5.46% in 2011,
principally as a result of issuing the senior secured notes due 2021 with a lower coupon than the senior notes due
2018. During March 2011, the net proceeds from issuing the senior secured notes due 2021 were partly applied
against amounts outstanding under our senior credit facility at that date.
Our senior secured notes are issued by VMSF 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. They also rank pari passu with and, subject to certain exceptions,
share in the same guarantees and security which has been granted in favor of our senior credit facility.
Senior Credit Facilities
Our senior credit facilities comprise a term loan, which can be used for general corporate purposes, and a revolving
credit facility, or RCF, for the financing of our ongoing working capital requirements and general corporate purposes.
Since May 20, 2011, £750 million has been available under the term loan facility, which was fully drawn at December
31, 2012, and £450 million is available under the RCF. At December 31, 2012 £6.4 million of the RCF had been utilized
for bank guarantees & letters of credit provided in the usual course of business. On June 28, 2012, we borrowed
£100.0 million under the RCF, which was repaid in full on September 28, 2012. On November 30, 2012 we borrowed
£75.0 million under the RCF, which was repaid in full on December 31, 2012. As at December 31, 2012, £443.6 million
was available to be drawn under the RCF.
Interest on our senior credit facility is payable at least semi-annually based on LIBOR plus an applicable interest margin
depending on the total net leverage ratio of the bank group. The interest margin is between 1.625% and 2.125% for
the term loan, and between 1.325% and 2.125% for the RCF. We have entered in to interest rate swap agreements
to manage our exposure to variability in LIBOR, which from July 2012 to December 2015 have swapped interest
receipts based on six month LIBOR for interest payments at fixed rates of between 2.79% and 2.91%.
Prior to May 20, 2011, our Senior Facilities Agreement, or SFA, comprised an original term loan in two Tranches, A
and B, and a revolving credit facility, as set out in our Form 10-K for the year ended December 31, 2011.
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