SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934
Virgin Media Inc.
(Name of Subject Company and Filing Person (Issuer) and Name of Filing Person (Offeror))
6.50% Convertible Senior Notes due 2016
(Title of Class of Securities)
92769LAB7
(CUSIP Number of Class of Securities)
Bryan H. Hall, Esq.
Executive Vice President
Liberty Global plc
12300 Liberty Boulevard
Englewood, CO 80112
(303) 220-6600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Robert W. Murray Jr.
Baker Botts L.L.P.
30 Rockefeller Plaza
New York, New York 10112-4998
Telephone: (212) 408-2500
CALCULATION OF FILING FEE
| Transaction Valuation(1) | Amount of Filing Fee(2) | |
| $1,008,896,841.61 | $137,614 | |
| (1) | Calculated solely for purposes of determining the filing fee. The purchase price of the 6.50% Convertible Senior Notes due 2016 (the “Notes”), as described herein, is approximately $1,000 per $1,000 principal amount of the Notes, plus accrued and unpaid interest to, but not including, the repurchase date. As of June 7, 2013, there was $998,977,000 in aggregate principal amount of Notes outstanding, resulting in an aggregate maximum purchase price of $1,008,896,841.61. |
| (2) | The amount of the filing fee equals $136.40 for each $1,000,000 of the value of the transaction. |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: Not applicable | Filing Party: Not applicable | |
| Form or Registration No.: Not applicable | Date Filed: Not applicable |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1 |
| x | issuer tender offer subject to Rule 13e-4 |
| ¨ | going-private transaction subject to Rule 13e-3 |
| ¨ | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
INTRODUCTORY STATEMENT
As required by the Indenture, dated as of April 16, 2008 (the “Original Indenture”), as supplemented by the Supplemental Indenture, dated as of June 7, 2013 (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”) among Virgin Media Inc. (formerly known as Viper US MergerCo 1 Corp., the “Company”) and The Bank of New York Mellon, as trustee (the “Trustee”), relating to the 6.50% Convertible Senior Notes due 2016 (the “Notes”) of the Company, and pursuant to the terms and subject to the conditions set forth therein, this Tender Offer Statement on Schedule TO (“Schedule TO”) is filed by the Company with respect to the right of each holder (the “Holder”) of the Notes to require the Company to purchase, and the obligation of the Company to purchase, each $1,000 principal amount of the Notes, plus accrued and unpaid interest to, but excluding July 10, 2013, the “Repurchase Date,” pursuant to the terms and conditions of the Fundamental Change Notice and Offer to Purchase dated June 8, 2013 (as it may be amended and supplemented from time to time, the “Fundamental Change Notice”), attached hereto as Exhibit (a)(1), the Indenture and the Notes.
Holders may tender their Notes until 5:00 p.m., New York City time, on July 9, 2013.
This Schedule TO is intended to satisfy the requirements of Rules 13e-4(c)(2) and 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All of the information set forth in the Fundamental Change Notice is incorporated herein in response to Items 1 through 11 of this Schedule TO, except for those Items as to which information is specifically provided herein. All capitalized terms used but not specifically defined in this Schedule TO shall have the meanings given to such terms in the Fundamental Change Notice.
Item 1. Summary Term Sheet.
The information set forth in the section of the Fundamental Change Notice entitled “Summary Term Sheet” is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the issuer is Virgin Media Inc., a Delaware corporation, a leading entertainment and communications business, being a “quad-play” provider of broadband internet, television, mobile telephony and fixed line telephony services that offers a variety of entertainment and communications services to residential and commercial customers throughout the U.K. The address of the principal executive office of Virgin Media Inc. is Media House, Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9UP. The telephone number of its principal executive office is +44.0.1256.752000.
(b) The information set forth in “Important Information Concerning the Repurchase Right and Exchange Right — Section 2 — Information Concerning the Notes” of the Fundamental Change Notice is incorporated herein by reference.
(c) The information set forth in “Important Information Concerning the Repurchase Right and Exchange Right — Section 2.4 — Market for the Notes and the Liberty Global Ordinary Shares” of the Fundamental Change Notice is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
This is an issuer tender offer. The information set forth in Item 2(a) above and Annex A to the Fundamental Change Notice is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in the sections entitled “Summary Term Sheet,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 2 — Information Concerning the Notes,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 3 — Procedures to Be
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Followed by Holders Electing to Surrender Notes for Repurchase,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 4 — Right of Withdrawal,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 5 — Payment for Surrendered Notes; Source and Amount of Funds,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 6 — Notes Acquired or Exchanged,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 7 — Plans or Proposals of the Company,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 8 — Interests of Directors, Executive Officers and Affiliates of the Company in the Notes,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 9 — Agreements Involving the Company’s Notes,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 10 — Purchases of Notes by the Company and Its Affiliates” and “Important Information Concerning the Repurchase Right and Exchange Right — Section 11 — Certain United States Federal Income Tax Consequences” of the Fundamental Change Notice is incorporated herein by reference.
(a)(2) Not applicable.
(b) The information set forth in the section entitled “Important Information Concerning the Repurchase Right and Exchange Right — Section 8 — Interests of Directors, Executive Officers and Affiliates of the Company in the Notes” of the Fundamental Change Notice is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Except as noted in the information set forth in the sections entitled “Important Information Concerning the Repurchase Right and Exchange Right — Section 1 — Information Concerning the Company,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 9 — Agreements Involving the Company’s Notes” and “Important Information Concerning the Repurchase Right and Exchange Right — Section 10 — Purchases of Notes by the Company and Its Affiliates” of the Fundamental Change Notice, which is incorporated herein by reference, there are no agreements, arrangements or understandings (including with respect to the transfer of voting securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations) whether or not legally enforceable, between any person identified in Item 3 of this Schedule TO and any other person with respect to any of the securities of the Company (including any securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person the power to direct the voting or disposition of the Notes or the shares of common stock underlying the Notes).
Item 6. Purposes of the Transaction and Plans or Proposals.
(a), (b) and (c)(1)-(10) The information set forth in “Summary Term Sheet,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 1 — Information Concerning the Company,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 2.1 — The Company’s Obligation to Repurchase the Notes,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 6 — Notes Acquired or Exchanged,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 7 — Plans or Proposals of the Company” and “Important Information Concerning the Repurchase Right and Exchange Right — Section 12 — Additional Information” of the Fundamental Change Notice is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in “Important Information Concerning the Repurchase Right and Exchange Right — Section 5 — Payment for Surrendered Notes; Source and Amount of Funds” of the Fundamental Change Notice is incorporated herein by reference.
(b) There are no material financing conditions in connection with the Company’s obligation to pay the Repurchase Price for the surrendered Notes.
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(d) The information set forth in “Important Information Concerning the Repurchase Right and Exchange Rights — Section 5 — Payment for Surrendered Notes; Source and Amount of Funds” of the Fundamental Change Notice is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
(a) The information set forth in “Important Information Concerning the Repurchase Right and Exchange Right — Section 8 — Interests of Directors, Executive Officers and Affiliates of the Company in the Notes” and Annex A of the Fundamental Change Notice is incorporated herein by reference.
(b) The information set forth in “Important Information Concerning the Repurchase Right and Exchange Right — Section 8 — Interests of Directors, Executive Officers and Affiliates of the Company in the Notes” the Fundamental Change Notice is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) The information set forth in “Important Information Concerning the Repurchase Right and Exchange Right — Section 13 — No Solicitations” of the Fundamental Change Notice is incorporated herein by reference.
Item 10. Financial Statements.
(a) Financial Information. The Company does not believe it is required to include financial information due to the fact that this information is not material to Holders of Notes because, among other reasons, the consideration offered consists solely of cash, the Repurchase Right is not subject to any financing conditions and the Repurchase Right applies to all outstanding Notes.
(b) Pro Forma Information. The Company does not believe it is required to include pro forma information due to the fact that this information is not material to Holders of Notes because, among other reasons, the consideration offered consists solely of cash, the Repurchase Right is not subject to any financing conditions and the Repurchase Right applies to all outstanding Notes.
Item 11. Additional Information.
(a) The information set forth in “Important Information Concerning the Repurchase Right and Exchange Right — Section 1 — Information Concerning the Company,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 8 — Interests of Directors, Executive Officers and Affiliates of the Company in the Notes,” “Important Information Concerning the Repurchase Right and Exchange Right — Section 9 — Agreements Involving the Company’s Notes” and “Important Information Concerning the Repurchase Right and Exchange Right — Section 12 — Additional Information” of the Fundamental Change Notice is incorporated herein by reference
(b) The information set forth in the Fundamental Change Notice is incorporated herein by reference.
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Item 12. Exhibits.
| Exhibit |
Description | |
| (a)(1)* | Fundamental Change Repurchase Right Notice and Offer to Purchase, dated June 10, 2013. | |
| (a)(5)* | Press Release dated June 7, 2013. | |
| (b) | Not applicable. | |
| (d)(1) † | Indenture, dated as of April 16, 2008, between Virgin Media Inc. and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on April 16, 2008 (File No. 000-50886)). | |
| (d)(2)* | Supplemental Indenture, dated as of June 7, 2013, between Liberty Global plc, Virgin Media Inc. and The Bank of New York Mellon, as trustee. | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| † | Incorporated by reference as indicated. |
| * | Filed herewith. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Virgin Media Inc. | ||
| By: | /s/ Bryan H. Hall | |
| Bryan H. Hall Executive Vice President | ||
Dated: June 10, 2013
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EXHIBIT INDEX
| Exhibit |
Description | |
| (a)(1)* | Fundamental Change Repurchase Right Notice and Offer to Purchase, dated June 10, 2013. | |
| (a)(5)* | Press Release dated June 7, 2013. | |
| (b) | Not applicable. | |
| (d)(1) † | Indenture, dated as of April 16, 2008, between Virgin Media Inc. and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on April 16, 2008 (File No. 000-50886)). | |
| (d)(2)* | Supplemental Indenture, dated as of June 7, 2013, between Liberty Global plc, Virgin Media Inc. and The Bank of New York Mellon, as trustee. | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| † | Incorporated by reference as indicated. |
| * | Filed herewith. |
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