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EX-99.1 - EXHIBIT 99.1 - VIRGIN MEDIA INC.exhibit991.htm
EX-99.2 - EXHIBIT 99.2 - VIRGIN MEDIA INC.exhibit992.htm



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): October 24, 2012

VIRGIN MEDIA INC.
(Exact name of Registrant as specified in its charter)

Delaware
(State of Incorporation)
File No. 000-50886
(Commission File Number)
59-3778427
(IRS Employer Identification No.)

65 Bleecker Street, 6th Floor, New York, New York, 10012
(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))







TABLE OF CONTENTS

Item 8.01
Other Events.
Item 9.01
Financial Statements and Exhibits.
SIGNATURES
 
Exhibit 99.1
Press Release, dated October 24, 2012, issued by Virgin Media Inc.
Exhibit 99.2
Press Release, dated October 24, 2012, issued by Virgin Media Inc.





Item 8.01. Other Events.

On October 24, 2012, Virgin Media Inc. (the “Company”) announced the offering of up to $1.25 billion aggregate principal amount of Senior Notes due 2022 to be offered in a U.S. dollar denominated tranche and a pound sterling denominated tranche, by its wholly-owned subsidiary Virgin Media Finance PLC (the “Issuer”) in an offering registered under the U.S. Securities Act of 1933, as amended.

The sale of the notes has been registered with the Securities and Exchange Commission (the “SEC”) pursuant to a registration statement on Form S-3, File No. 333-179725 (the “Registration Statement”), filed with the SEC on February 27, 2012. The terms of the notes are described in the prospectus dated October 24, 2012.

A copy of the press release issued by the Company in connection with the offering is attached as Exhibit 99.1 and incorporated herein by reference.

On October 24, 2012 the Company announced the extension of the Early Tender Deadline in connection with the cash tender offer by the Company's subsidiary Virgin Media Finance PLC (the “Issuer”) to purchase (i) any and all of the Issuer's outstanding dollar-denominated 9.50% Senior Notes due 2016 and euro-denominated 9.50% Senior Notes due 2016 and (ii) up to $500 million aggregate principal amount of the Issuer's outstanding dollar-denominated 8.375% Senior Notes due 2019 and sterling-denominated 8.875% Senior Notes due 2019.

A copy of the press release issued by the Company in connection with the tender offer is attached as Exhibit 99.2 and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

99.1    Press release, dated October 24, 2012, issued by Virgin Media Inc.
99.2    Press release, dated October 24, 2012, issued by Virgin Media Inc.





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: October 24, 2012

VIRGIN MEDIA INC.


By:     /s/ Catherine Moroz
Name:    Catherine Moroz
Title:    Assistant Secretary





EXHIBIT INDEX

Exhibit
Description
 
 
Exhibit 99.1
Press release, dated October 24, 2012, issued by Virgin Media Inc.
Exhibit 99.2
Press release, dated October 24, 2012, issued by Virgin Media Inc.