0001104659-11-042037.txt : 20110801 0001104659-11-042037.hdr.sgml : 20110801 20110801093655 ACCESSION NUMBER: 0001104659-11-042037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110726 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110801 DATE AS OF CHANGE: 20110801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRGIN MEDIA INC. CENTRAL INDEX KEY: 0001270400 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 593778247 STATE OF INCORPORATION: DE FISCAL YEAR END: 0208 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50886 FILM NUMBER: 11999292 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 906-8440 MAIL ADDRESS: STREET 1: MEDIA HOUSE STREET 2: BARTLEY WOOD BUSINESS PARK CITY: HOOK, HAMPSHIRE STATE: X0 ZIP: RG27 9UP FORMER COMPANY: FORMER CONFORMED NAME: NTL INC DATE OF NAME CHANGE: 20060315 FORMER COMPANY: FORMER CONFORMED NAME: TELEWEST GLOBAL INC DATE OF NAME CHANGE: 20031117 8-K 1 a11-23341_18k.htm 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): July 26, 2011

 

VIRGIN MEDIA INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

File No. 000-50886

 

59-3778427

(State of Incorporation)

 

(Commission File Number)

 

(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:

 

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

 

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

 

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

 

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

 

 

 


 

Item 1.02   Termination of a Material Definitive Agreement.

 

To the extent required by Item 1.02 of Form 8-K, the information contained or incorporated in Item 8.01 of this Form 8-K is incorporated by reference in this Item 1.02.

 

Item 2.04  Triggering Events that Accelerate or Increase a Direct Financial Obligation  or an Obligation under an Off-Balance Sheet Arrangement.

 

To the extent required by Item 2.04 of Form 8-K, the information contained or incorporated in Item 8.01 of this Form 8-K is incorporated by reference in this Item 2.04.

 

Item 8.01  Other Events

 

On June 17, 2011, Virgin Media Finance PLC called for the redemption of all of its outstanding 9.125% Senior Notes due 2016 (the “9.125% Notes”), representing an aggregate principal amount of $550 million. The redemption price of the 9.125% Notes was 100% of the outstanding aggregate principal amount, a make whole premium plus accrued and unpaid interest thereon until the redemption date.  The 9.125% Notes were redeemed on July 26, 2011.

 

None of the 9.125% Notes will remain outstanding and the indenture governing the 9.125% Notes ceases to be of further effect as a result of the redemption.

 

Virgin Media Investment Holdings Limited also cancelled related swap arrangements. Virgin Media Finance PLC used existing cash balances along with gains received from cancelling the swap arrangements to finance the redemption.

 

A copy of the Notice of Redemption dated June 17, 2011 relating to redemption of 9.125% Notes is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01  Financial Statements and Exhibits

 

(d)           Exhibits:

 

99.1                           Notice of Redemption dated June 17, 2011 relating to redemption of $550,000,000 9.125% Senior Notes due 2016.

 

2


 

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.

 

Dated:  August 1, 2011

 

 

VIRGIN MEDIA INC.

 

 

 

 

 

 

 

By:

/s/ Scott Dresser

 

Name:

Scott Dresser

 

Title:

Secretary

 

3


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Notice of Redemption dated June 17, 2011 relating to redemption of $550,000,000 9.125% Senior Notes due 2016.

 

4

 

 EX-99.1 2 a11-23341_1ex99d1.htm EX-99.1

Exhibit 99.1

 

VIRGIN MEDIA FINANCE PLC

NOTICE OF FULL REDEMPTION OF

$550,000,000 OF 9.125% SENIOR NOTES DUE 2016

(THE “NOTES”)

(ISIN No. US62941FAH10; CUSIP No. 62941FAH1)

 

Pursuant to Section 3.03 of the Indenture dated as of July 25, 2006 (the “Indenture”), among Virgin Media Finance PLC (formerly known as NTL Cable PLC) (the “Issuer”), Virgin Media Inc. (formerly known as NTL Incorporated), Virgin Media (UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.), Virgin Media Communications Limited (formerly known as NTL Communications Limited), Virgin Media Investment Holdings Limited (formerly known as NTL Investment Holdings Limited), Virgin Media Holdings Inc. (formerly known as NTL Holdings Inc. and successor to Communications Cable Funding Corp.), Virgin Media Group LLC (formerly known as NTL:Telewest LLC), The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee and Paying Agent (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A. (formerly known as The Bank of New York (Luxembourg) S.A.), as Luxembourg Paying Agent (the “Luxembourg Paying Agent”) and which governs the Notes, notice is hereby given that the Issuer has elected to, and will, redeem the Notes, in whole, on July 26, 2011 (the “Redemption Date”) as permitted under Section 3.07(b) of the Indenture.  The Record Date of the redemption is July 25, 2011.  Capitalized terms used but not defined herein shall have the meanings given in the Indenture.

 

The Notes will be redeemed at a redemption price (the “Redemption Price”) of 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium as set forth in Section 3.07(b) of the Indenture.  Accrued and unpaid interest up to, but excluding, the Redemption Date will also be paid.

 

The Redemption Price will be paid to Holders on or after the Redemption Date, upon surrender to The Bank of New York Mellon, as Paying Agent, of the Notes redeemed. Unless the Issuer defaults in paying the Redemption Price, or the Paying Agent is prohibited from making such payment pursuant to the terms of the Indenture, interest on the Notes will cease to accrue on and after the Redemption Date.

 

To collect the Redemption Price, the Notes must be surrendered for redemption, at the office of the Paying Agent shown below, at any time on or after the Redemption Date:

 

The Bank of New York Mellon

101 Barclay Street, Floor 21W

New York, New York 10286

United States

Attention: Corporate Trust Administration

 

The ISIN number indicated above are included solely for the convenience of the Holders of the Notes. The Issuer is not responsible for the use or selection of these numbers, nor is any representation made as to the correctness or accuracy of such numbers printed on the Notes or as listed in this notice of redemption.

 

[Signature page follows]

 


 

Dated: June 17, 2011

 

 

Virgin Media Finance PLC

 

 

 

 

 

 

 

By:

/s/ Robert Mackenzie

 

 

Robert Mackenzie

 

 

Secretary and Director

 

[Redemption Notice]