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): March 27, 2012
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 |
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| Item 9.01 |
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| Exhibit 99.1 |
Press Release, dated March 27, 2012, issued by Virgin Media Inc. |
On March 27, 2012, Virgin Media Inc. (the “Company”) announced the expiration and successful completion of Virgin Media Finance PLC’s tender offer to purchase up to $500 million aggregate principal amount of its outstanding dollar-denominated 9.50% Senior Notes due 2016. The Company also announced that Virgin Media Finance PLC expects to make payment for $499,998,000 aggregate principal amount of its outstanding dollar-denominated 9.50% Senior Notes due 2016 on March 28, 2012.
A copy of the press release issued by the Company in connection with the announcement of the expiration and successful completion of the tender offer is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press release, dated March 27, 2012, issued by Virgin Media Inc. |
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: March 27, 2012
| VIRGIN MEDIA INC. | ||
| By: | /s/ Scott Dresser | |
| Name: | Scott Dresser | |
| Title: | Secretary | |
EXHIBIT INDEX
| Exhibit | Description | |
| Exhibit 99.1 | Press release, dated March 27, 2012, issued by Virgin Media Inc. | |
Exhibit 99.1
Virgin Media Announces the Expiration and Successful Completion of Virgin Media Finance PLC’s Tender Offer for 9.50% Senior Notes due 2016
LONDON, March 27, 2012 - Virgin Media Inc. (NASDAQ:VMED) (LSE:VMED) today announced the expiration and successful completion of the previously announced cash tender offer by its subsidiary Virgin Media Finance PLC (the “Company”) to purchase up to $500 million aggregate principal amount of its outstanding dollar-denominated 9.50% Senior Notes due 2016 on the terms and subject to the conditions set forth in the offer to purchase dated February 28, 2012 and the related letter of transmittal. The tender offer expired at 11:59 p.m., New York City time, on March 26, 2012.
The table below sets forth the results of the tender offer for the 9.50% Senior Notes due 2016, according to information provided by Lucid Issuer Services Limited, the Information and Tender Agent, as of the expiration of the tender offer. As the aggregate principal amount of 9.50% Senior Notes due 2016 tendered exceeds the maximum tender amount, the amount of notes accepted for purchase will be prorated pursuant to the terms of the offer to purchase.
| Description of Notes | CUSIP/ISIN | Outstanding Principal Amount |
Amount of Notes Tendered |
Approximate Percentage of Notes Tendered |
||||||||||
| Dollar-denominated 9.50% Senior Notes due 2016 |
92769VAA7/ US92769VAA70 | $ | 1,350,000,000 | $ | 853,213,000 | 63 | % | |||||||
The Company has accepted for payment $499,998,000 aggregate principal amount of 9.50% Senior Notes due 2016 that have been validly tendered and not validly withdrawn and expects to make payment on such notes on March 28, 2012. Such payment will cover the tender offer consideration, as well as any accrued and unpaid interest to, but not including, March 28, 2012.
This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The tender offer was made solely pursuant to the offer to purchase dated February 28, 2012 and the related letter of transmittal.
Forward-Looking Statements
Virgin Media cautions you that statements included in this announcement that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Virgin Media’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. Certain of these factors are discussed in more detail under “Risk Factors” and elsewhere in Virgin Media’s annual report on Form 10-K as filed with the U.S. Securities and Exchange Commission on February 21, 2012. There can be no assurance that the transactions contemplated in this announcement will be completed. Virgin Media assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.
For further information, contact:
Virgin Media Investor Relations
Richard Williams: +44 (0) 1256 753037 / richard.williams@virginmedia.co.uk
Vani Bassi: +44 (0) 1256 752347 / vani.bassi@virginmedia.co.uk
Phil Rudman : +44 (0)1256 752677 / phil.rudman@virginmedia.co.uk
Media Contacts
At Tavistock Communications, Lulu Bridges: +44 (0) 20 7920 3150 / lbridges@tavistock.co.uk