Virgin Media holders may exchange 6.5% notes due to fundamental change

By Jennifer Chiou

New York, June 10 - Virgin Media Inc. announced that holders of its 6.5% convertible senior notes due 2016 have the right to exchange their securities as a result of the fundamental change caused by the plan of merger between Virgin Media, Liberty Global, Inc. and Liberty Global plc.

The Bank of New York Mellon is the trustee.

Under the agreement, Liberty Global agreed to issue and deliver its class A ordinary shares and class C ordinary shares to fulfill the conversion obligation of Virgin Media, according to a press release.

Holders of the 6.5% convertibles have the right to exchange their notes for 13.4339 Liberty Global class A ordinary shares, 10.0132 Liberty Global class C ordinary shares and $910.51 in cash per $1,000 of notes.

Because the transactions also constitute a make-whole fundamental change under the note indenture, holders exchanging notes from June 7 until the business day immediately prior to the related fundamental change repurchase date will instead receive 13.8302 class A ordinary shares, 10.3271 class C ordinary shares and $937.37 in cash for each $1,000 principal amount of notes exchanged.

Virgin Media is a New York-based entertainment communications company.

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