As filed with the Securities and Exchange Commission on October 23, 2013
Registration Nos. 333-179725
333-179725-01, 333-179725-02,
333-179725-03, 333-179725-04,
333-179725-05, 333-179725-06,
333-179725-07.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIRGIN MEDIA FINANCE PLC*
(Exact Name of Registrant as Specified in its Charter)
*And the guarantors listed below
| England and Wales (State or Other Jurisdiction of Incorporation or Organization) |
98-0425095 (I.R.S. Employer Identification No.) |
Media House
Bartley Wood Business Park, Bartley Way, Hook
Hampshire RG27 9UP
United Kingdom
+44 (0) 1256 752000
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)
Bryan H. Hall, Esq.
Executive Vice President and General Counsel
Liberty Global plc
12300 Liberty Boulevard
Englewood, CO 80112
(303) 220-6600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
TABLE OF ADDITIONAL REGISTRANTS
| Name of Additional Registrants |
Jurisdiction of Incorporation or |
I.R.S. Employee Identification | ||
| Virgin Media Inc. |
Delaware | 59-3778247 | ||
| Virgin Media Group LLC |
Delaware | 20-5117579 | ||
| Virgin Media Holdings Inc. |
Delaware | 52-1822078 | ||
| Virgin Media (UK) Group, Inc. |
Delaware | 13-3730355 | ||
| Virgin Media Communications Limited |
England and Wales | Not applicable | ||
| Virgin Media Investment Holdings Limited |
England and Wales | Not applicable | ||
| Virgin Media Investments Limited |
England and Wales | Not applicable |
Explanatory Note
Termination of Registration
This Post-Effective Amendment No. 1 amends the Registration Statement on Form S-3 (Registration No. 333-179725) of Virgin Media Finance PLC, Virgin Media Inc. (“Virgin Media”), Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc., Virgin Media Communications Limited, Virgin Media Investment Holdings Limited and Virgin Media Investments Limited (each, a “Co-Registrant” and collectively, the “Registrant”) which was filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2012 (the “Registration Statement”), pertaining to the registration of debt securities, accompanied by related guarantees of subsidiaries.
As a result of the completion on June 7, 2013 of the transactions contemplated by the Agreement and Plan of Merger, dated as of February 5, 2013, as amended on March 6, 2013, among Liberty Global, Inc. (“Liberty Global”), Virgin Media and Liberty Global plc (formerly known as Liberty Global Corporation Limited, “Liberty Global plc”), Liberty Global, Virgin Media and each other Co-Registrant became wholly-owned subsidiaries of Liberty Global plc (the “Merger”).
As a result of the Merger, the Registrant has terminated all further offerings of securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. In accordance with an undertaking made by the Registrant to remove from registration, by means of a post-effective amendment, any securities registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration all securities registered under the Registration Statement that remain unsold and terminates the effectiveness of the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hook, Hampshire, United Kingdom, on this 23rd day of October, 2013.
| VIRGIN MEDIA FINANCE PLC | ||
| By: | /s/ Robert D. Dunn | |
| Name: | Robert D. Dunn | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ Thomas Mockridge Thomas Mockridge |
Director (Principal Executive Officer) |
October 23, 2013 | ||
| /s/ Robert D. Dunn Robert D. Dunn |
Director (Principal Financial and Accounting Officer) |
October 23, 2013 | ||
| /s/ Robert C. Gale Robert C. Gale |
Director |
October 23, 2013 | ||
| /s/ Caroline Withers Caroline Withers |
Director |
October 23, 2013 | ||
| /s/ Bryan H. Hall Bryan H. Hall |
Authorized Representative in the United States |
October 23, 2013 | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on this 23rd day of October, 2013.
| VIRGIN MEDIA INC. | ||
| By: | /s/ Bryan H. Hall | |
| Name: | Bryan H. Hall | |
| Title: | Executive Vice President and Secretary | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ Thomas Mockridge Thomas Mockridge |
Chief Executive Officer (Principal Executive Officer) |
October 23, 2013 | ||
| /s/ Robert D. Dunn Robert D. Dunn |
Chief Financial Officer (Principal Financial and Accounting Officer) |
October 23, 2013 | ||
| /s/ Bernard G. Dvorak Bernard G. Dvorak |
Director |
October 23, 2013 | ||
| /s/ Bryan H. Hall Bryan H. Hall |
Director |
October 23, 2013 | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on this 23rd day of October, 2013.
| VIRGIN MEDIA GROUP LLC | ||
| By: | /s/ Bryan H. Hall | |
| Name: | Bryan H. Hall | |
| Title: | Executive Vice President and Secretary | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ Thomas Mockridge Thomas Mockridge |
Principal Executive Officer |
October 23, 2013 | ||
| /s/ Robert D. Dunn Robert D. Dunn |
Principal Financial and Accounting Officer |
October 23, 2013 | ||
| /s/ Bernard G. Dvorak Bernard G. Dvorak |
Manager |
October 23, 2013 | ||
| /s/ Bryan H. Hall Bryan H. Hall |
Manager |
October 23, 2013 | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on this 23rd day of October, 2013.
| VIRGIN MEDIA HOLDINGS INC. | ||
| By: | /s/ Bryan H. Hall | |
| Name: | Bryan H. Hall | |
| Title: | Executive Vice President and Secretary | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ Thomas Mockridge Thomas Mockridge |
Chief Executive Officer (Principal Executive Officer) |
October 23, 2013 | ||
| /s/ Robert D. Dunn Robert D. Dunn |
Chief Financial Officer (Principal Financial and Accounting Officer) |
October 23, 2013 | ||
| /s/ Bernard G. Dvorak Bernard G. Dvorak |
Director |
October 23, 2013 | ||
| /s/ Bryan H. Hall Bryan H. Hall |
Director |
October 23, 2013 | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hook, Hampshire, United Kingdom, on this 23rd day of October, 2013.
| VIRGIN MEDIA (UK) GROUP, INC. | ||
| By: | /s/ Robert D. Dunn | |
| Name: | Robert D. Dunn | |
| Title: | Principal Financial and Accounting Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ Thomas Mockridge Thomas Mockridge |
Principal Executive Officer |
October 23, 2013 | ||
| /s/ Robert D. Dunn Robert D. Dunn |
Principal Financial and Accounting Officer |
October 23, 2013 | ||
| /s/ Caroline Withers Caroline Withers |
Director |
October 23, 2013 | ||
| /s/ Robert C. Gale Robert C. Gale |
Director |
October 23, 2013 | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hook, Hampshire, United Kingdom, on this 23rd day of October, 2013.
| VIRGIN MEDIA COMMUNICATIONS LIMITED | ||
| By: | /s/ Robert D. Dunn | |
| Name: | Robert D. Dunn | |
| Title: | Principal Financial and Accounting Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ Thomas Mockridge Thomas Mockridge |
Principal Executive Officer |
October 23, 2013 | ||
| /s/ Robert D. Dunn Robert D. Dunn |
Principal Financial and Accounting Officer |
October 23, 2013 | ||
| /s/ Caroline Withers Caroline Withers |
Director |
October 23, 2013 | ||
| /s/ Robert C. Gale Robert C. Gale |
Director |
October 23, 2013 | ||
| /s/ Bryan H. Hall Bryan H. Hall |
Authorized Representative in the United States |
October 23, 2013 | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hook, Hampshire, United Kingdom, on this 23rd day of October, 2013.
| VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED | ||
| By: | /s/ Robert D. Dunn | |
| Name: | Robert D. Dunn | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ Thomas Mockridge Thomas Mockridge |
Director (Principal Executive Officer) |
October 23, 2013 | ||
| /s/ Robert D. Dunn Robert D. Dunn |
Director (Principal Financial and Accounting Officer) |
October 23, 2013 | ||
| /s/ Robert C. Gale Robert C. Gale |
Director |
October 23, 2013 | ||
| /s/ Caroline Withers Caroline Withers |
Director |
October 23, 2013 | ||
| /s/ Bryan H. Hall Bryan H. Hall |
Authorized Representative in the United States |
October 23, 2013 | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hook, Hampshire, United Kingdom, on this 23rd day of October, 2013.
| VIRGIN MEDIA INVESTMENTS LIMITED | ||
| By: | /s/ Robert D. Dunn | |
| Name: | Robert D. Dunn | |
| Title: | Principal Financial and Accounting Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ Thomas Mockridge Thomas Mockridge |
Principal Executive Officer |
October 23, 2013 | ||
| /s/ Robert D. Dunn Robert D. Dunn |
Principal Financial and Accounting Officer |
October 23, 2013 | ||
| /s/ Robert C. Gale Robert C. Gale |
Director |
October 23, 2013 | ||
| /s/ Caroline Withers Caroline Withers |
Director |
October 23, 2013 | ||
| /s/ Bryan H. Hall Bryan H. Hall |
Authorized Representative in the United States |
October 23, 2013 | ||