EX-25.1 7 a2193251zex-25_1.htm EXHIBIT 25.1
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Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)



THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)

New York
(Jurisdiction of incorporation
if not a U.S. national bank)
      13-5160382
(I.R.S. employer
identification no.)

One Wall Street, New York, N.Y.
(Address of principal
executive offices)

 

 

 

10286
(Zip code)

Virgin Media Finance PLC
(Exact name of obligor as specified in its charter)

England and Wales
(State or other jurisdiction of incorporation or organization)

 

160 Great Portland Street
London W1W 5QA
United Kingdom

(Address, including zip code,
of obligor's principal
executive offices)

 

98-0425095
(I.R.S. Employer
Identification No.)

See Table of Additional Obligors Below

Debt Securities

(Title of the indenture securities)


TABLE OF ADDITIONAL OBLIGORS

Name of Additional Registrants
  Jurisdiction of Incorporation or Organization   I.R.S. Employee Identification Number
Virgin Media Inc.(1)   Delaware   59-3778247
Virgin Media Group LLC(1)   Delaware   20-5117579
Virgin Media Holdings Inc.(1)   Delaware   52-1822078
Virgin Media (UK) Group, Inc.(2)   Delaware   13-3730355
Virgin Media Communications Limited(2)   England and Wales   Not applicable
Virgin Media Investment Holdings Limited(2)   England and Wales   Not applicable

(1)
The address of the principal executive offices of these obligors is 909 Third Avenue, Suite 2863, New York, New York 10022.

(2)
The address of the principal executive offices of these obligors is 160 Great Portland Street London W1W 5QA.


Item 1.    General information.

Furnish the following information as to the Trustee:

        (a)   Name and address of each examining or supervising authority to which it is subject.

Name   Address
Superintendent of Banks of the State of New York   One State Street, New York, N.Y. 10004-1417 and
Albany, N.Y. 12223
Federal Reserve Bank of New York   33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation   Washington, D.C. 20429
The New York Clearing House Association L.L.C.   New York, N.Y. 10005

        (b)   Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2.    Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Items 3-15.    Not Applicable.

Item 16.    List of Exhibits.

Exhibits identified in parentheses below are on file with the Securities and Exchange Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1.
A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York (formerly Irving Trust Company)) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

4.
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

6.
The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735.)

7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

2



SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in London, England, on the 27th day of May, 2009.

        THE BANK OF NEW YORK MELLON, as Trustee

 

 

By:

 

/s/ MICHAEL LEE

Name: Michael Lee
Title:    Assistant Treasurer

3



Exhibit 7


Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON


of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2009, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 
  Dollar amounts
in thousands
 

Cash and balances due from depository institutions

       
 

Noninterest-bearing balances and currency and coin

    3,141,000  
 

Interest-bearing balances

    66,775,000  

Securities

       
 

Held-to-maturity securities

    6,949,000  
 

Available-for-sale securities

    26,839,000  

Federal funds sold and securities purchased under agreements to resell

       
 

Federal funds sold in domestic offices

    1,007,000  
 

Securities purchased under agreements to resell

    72,000  

Loans and lease financing receivables

       
 

Loans and leases held for sale

    0  
 

Loans and leases, net of unearned income

    31,311,000  
 

Allowance for loan and lease losses

    418,000  
 

Loans and leases, net of unearned income and allowance

    30,893,000  

Trading assets

    8,140,000  

Premises and fixed assets (including capitalized leases)

    1,129,000  

Other real estate owned

    8,000  

Investments in unconsolidated subsidiaries and associated companies

    796,000  

Intangible assets

       
 

Goodwill

    4,878,000  
 

Other intangible assets

    1,546,000  

Other assets

    10,833,000  

Total assets

    163,006,000  

Deposits

       
 

In domestic offices

    54,254,000  
   

Noninterest-bearing

    26,808,000  
   

Interest-bearing

    27,446,000  
 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

    79,126,000  
   

Noninterest-bearing

    1,726,000  
   

Interest-bearing

    77,400,000  

4


 
  Dollar amounts
in thousands
 

Federal funds purchased and securities sold under agreements to repurchase

       
 

Federal funds purchased in domestic offices

    429,000  
 

Securities sold under agreements to repurchase

    10,000  

Trading liabilities

    6,621,000  

Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)

    2,288,000  

Subordinated notes and debentures

    3,490,000  

Other liabilities

    4,438,000  

Total liabilities

    150,656,000  

Perpetual preferred stock and related surplus

    0  

Common stock

    1,135,000  

Surplus (exclude all surplus related to preferred stock)

    8,290,000  

Not available

       
 

Retained earnings

    7,825,000  
 

Accumulated other comprehensive income

    (5,270,000 )

Other equity capital components

    0  

Total equity capital

    12,350,000  

Total liabilities and equity capital

    163,006,000  

5




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TABLE OF ADDITIONAL OBLIGORS
SIGNATURE
Consolidated Report of Condition of THE BANK OF NEW YORK MELLON
of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries,