Virgin Media (NASDAQ:VMED)(LSE:VMED) today announced the expiry and results of its offer to exchange any and all of the $500,000,000 aggregate principal amount of 5.25% Senior Secured Notes due 2021 and £650,000,000 aggregate principal amount of 5.50% Senior Secured Notes due 2021 (the ‘outstanding notes’) issued in a private placement by its wholly-owned subsidiary Virgin Media Secured Finance PLC, for a like amount of Virgin Media Secured Finance PLC's new 5.25% Senior Secured Notes due 2021 and 5.50% Senior Secured Notes due 2021, respectively (the 'exchange notes'), which have been registered under the U.S. Securities Act of 1933, as amended. The exchange offer expired at 5:00 p.m., New York City time, on September 7, 2011. As of that time, $499,870,000 aggregate principal amount, or 99.9%, of the U.S. dollar denominated outstanding notes and £650,000,000 aggregate principal amount, or 100.0%, of the sterling denominated outstanding notes, had been validly tendered for exchange and not validly withdrawn. Virgin Media has accepted for exchange all of the outstanding notes validly tendered and not validly withdrawn. The company expects to complete the exchange offer and to issue the exchange notes in exchange for the outstanding notes on or about September 9, 2011. The exchange offer was made to satisfy Virgin Media's obligations under a registration rights agreement entered into in connection with the original issuance of the outstanding notes, and does not represent a new financing transaction. Holders of outstanding notes who did not validly tender their outstanding notes for exchange notes under the exchange offer will remain subject to the restrictions on transfer applicable to the outstanding notes, and in general will not have further rights under the registration rights agreement. Holders wishing to transfer outstanding notes will have to rely on exemptions from the registration requirements of the Securities Act. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy 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. A registration statement on Form S-4 relating to the exchange offer was declared effective by the U.S. Securities and Exchange Commission on August 3, 2011. The exchange offer was made solely pursuant to the prospectus dated August 4, 2011 and the related letter of transmittal.
Forward-Looking StatementsVirgin 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 (SEC) on February 22, 2011 and its quarterly report on Form 10-Q as filed with the SEC on May 5, 2011. 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.