Private Placement of Virgin Media Senior Secured Notes

Virgin Media commences offer to exchange senior secured notes due 2018

Virgin Media, a provider of entertainment and communications services, said on Friday that it has launched an exchange offer for two series of senior secured notes due 2018 via private placement from its private placement memorandum.

The company is offering to exchange any and all of the USD1bn aggregate principal amount of 6.50% senior secured notes due 2018 and GBP875m aggregate principal amount of 7.00% senior secured notes due 2018, 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 6.50% senior secured notes due 2018 and 7.00% senior secured notes due 2018, respectively, which have been registered under the US Securities Act of 1933, as amended and offered via its private placement memorandum.

Virgin Media said that this exchange offer does not represent a new financing transaction. It is being conducted to satisfy the company’s obligations under a registration rights agreement entered into on 19 January 2010 in connection with the original issuance of the outstanding notes in its private placement.

Virgin Media will not receive any further proceeds from the exchange offer.

The terms of the exchange notes to be issued are substantially the same as the terms of the outstanding notes except that certain transfer restrictions, registration rights and additional interest provisions do not apply to the exchange notes. Outstanding notes that are not exchanged will continue to be subject to the existing transfer restrictions and Virgin Media will generally have no further obligation to provide for the registration of those notes under the US Securities Act and offered in its private placement memorandum.

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