8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2010

VIRGIN MEDIA INC.

(Exact name of Registrant as specified in its charter)

Delaware (State of Incorporation) File No. 000-50886 (Commission File Number) 59-3778247 (IRS Employer Identification No.)

909 Third Avenue, Suite 2863, New York, New York 10022

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (212) 906-8440

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

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Item 8.01.  Other Events.

On June 4, 2010, Virgin Media Investment Holdings Limited, Flextech Broadband Limited (“FBL”) and certain subsidiaries of FBL (the “Selling Subsidiaries”), each of which is a wholly-owned subsidiary of Virgin Media Inc. (the “Company”), entered into a sale and purchase agreement (the “SPA”) with British Sky Broadcasting Limited (“BSkyB”) and Kestrel Broadcasting Limited, a wholly-owned subsidiary of BSkyB (the “Buyer”).

Pursuant to the SPA, FBL agreed to sell the entire issued share capital of its wholly-owned subsidiaries Virgin Media Television Limited and Virgin Media Television Rights Limited to the Buyer and the Selling Subsidiaries agreed to sell certain assets to the Buyer. The companies and assets being sold to the Buyer pursuant to the SPA comprise the Company’s television channels business known as Virgin Media Television (“VMtv”). The transaction is subject to certain regulatory approvals.

The total consideration for the sale of VMtv is £160 million in cash, with £105 million payable at closing. A further amount of up to £55 million is conditional upon certain regulatory approvals.

On June 4, 2010, certain subsidiaries of the Company and BSkyB entered into new long-term carriage agreements, pursuant to which, among other things, BSkyB’s basic channels, the newly acquired VMtv channels and BSkyB’s sports and movie channels in standard definition will continue to be distributed on the Company’s cable TV service. The carriage agreements also provide, for the first time, for the distribution of BSkyB’s basic channels in high definition and a selection of premium sport and movie channels in high definition on the Company’s cable TV service.

A joint press release issued by the Company and BSkyB in connection with the entry into the SPA and the new carriage agreements is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits

99.1      Press release, dated June 4, 2010, issued by Virgin Media Inc. and British Sky Broadcasting Limited

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 4, 2010	VIRGIN MEDIA INC.
	By:	/s/ Scott Dresser
		Scott Dresser
		Assistant Secretary

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EXHIBIT INDEX

Exhibit	Description
99.1	Press release, dated June 4, 2010, issued by Virgin Media Inc. and British Sky Broadcasting Limited

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EX-99.1

Exhibit 99.1

For immediate release: 4th June 2010

BSkyB and Virgin Media reach agreements on sale of VMtv and channel distribution

British Sky Broadcasting (Sky; LSE:BSY) and Virgin Media (NASDAQ:VMED; LSE:VMED) today announced that they have reached agreement for the acquisition by Sky of Virgin Media Television (VMtv).  The companies have, in parallel, agreed to enter into a number of agreements providing for the carriage of certain Sky standard and high-definition (HD) channels.

The agreements cover the following:

·Sky will acquire VMtv for a total consideration of up to £160 million in cash, with £105 million paid on completion and the remainder paid following the regulatory process.  The acquisition will expand Sky’s portfolio of basic pay TV channels and eliminate the carriage fees it currently pays for distributing VMtv channels on its TV services.

·Sky will assume responsibility for selling advertising for the newly acquired VMtv channels from January 2011.

·New carriage agreements will secure wholesale distribution of Sky’s basic channel line-up, including Sky1 and Sky Arts, and the newly acquired VMtv channels, on Virgin Media’s cable TV service.

·For an incremental wholesale fee, Virgin Media will, for the first time, have the option of carrying any of Sky’s basic HD channels, Sky Sports HD 1 and Sky Sports HD 2, and all Sky Movies HD channels.

·Virgin Media will make available through its on-demand TV service a range of content from Sky’s basic and premium channels, including the newly acquired VMtv channels.  Virgin Media will also have access to red button interactive sports coverage and the opportunity to deliver selected standard definition programming over the internet.

Completion of the agreements is conditional on obtaining merger control clearance in the Republic of Ireland.

Jeremy Darroch, CEO, BSkyB, said: “VMtv is an attractive investment opportunity which complements our existing content business and delivers strategic and financial benefits.  We are pleased that, through commercial negotiation, we have been able to ensure wide distribution of our channels to a growing pay TV universe.”

Neil Berkett, CEO, Virgin Media, said: “The sale of our channels business has generated substantial value.  Together with the new commercial agreements we’ve announced today, it will allow us to focus more closely on our strategy of exploiting Virgin Media’s super-fast connectivity to offer our customers a range of the very best content through a highly versatile next generation entertainment application.”

Additional information:

The acquisition of VMtv involves Sky acquiring LIVING, LIVINGit, Challenge, Challenge Jackpot, Bravo, Bravo 2 and Virgin1.  Sky will not license the Virgin brand and will announce the new channel brand for Virgin1 in due course.

- Ends -

For further information:

Media

Sky:

Robert Fraser

Robert.fraser@bskyb.com

020 7705 3706

Stephen Gaynor

stephen.gaynor@bskyb.com

020 7705 3446

Virgin Media:

Gareth Mead

gareth.mead@virginmedia.co.uk

020 7299 5703

Matt Ridsdale

mridsdale@tavistock.co.uk

020 7920 3150

Investors

Sky:

Francesca Pierce

francesca.pierce@bskyb.com

020 7705 3337

Virgin Media:

Richard Williams

richard.williams@virginmedia.co.uk

020 7299 5479

Sam Horrocks

sam.horrocks@virginmedia.co.uk

020 7299 5353