Subsequent Events

Virgin Media Refinancing Transactions

On October 7, 2014, Virgin Media Finance PLC (Virgin Media Finance), a wholly-owned subsidiary of Virgin Media, issued (i) £300.0 million ($486.6 million) principal amount of 6.375% senior notes due October 15, 2024 (the 2024 VM Sterling Senior Notes) and (ii) $500.0 million principal amount of 6.0% senior notes due October 15, 2024 (the 2024 VM Dollar Senior Notes and, together with the 2024 VM Sterling Senior Notes, the 2024 VM Senior Notes). On October 24, 2014, the net proceeds from the 2024 VM Senior Notes were used to fully redeem (i) the $507.1 million principal amount of 8.375% senior notes due 2019 and (ii) the £253.5 million ($411.2 million) principal amount of 8.875% senior notes due 2019, including the related redemption premium.

The 2024 VM Senior Notes are unsecured senior obligations of Virgin Media Finance that rank equally with all of the existing and future senior debt of Virgin Media Finance and are senior to all existing and future subordinated debt of Virgin Media Finance. The 2024 VM Senior Notes are guaranteed on a senior basis by Virgin Media and certain subsidiaries of Virgin Media, and on a senior subordinated basis by VMIH and Virgin Media Investments Limited.

The 2024 VM Senior Notes contain certain customary incurrence-based covenants. For example, the ability to raise certain additional debt and make certain distributions or loans to other subsidiaries of Liberty Global is subject to a Consolidated Net Leverage Ratio test, as defined in the applicable indenture. In addition, the 2024 VM Senior Notes provide that any failure to pay principal prior to expiration of any applicable grace period, or any acceleration with respect to other indebtedness of £75.0 million ($121.7 million) or more in the aggregate of Virgin Media Finance or any of the Restricted Subsidiaries (as defined in the applicable indenture) is an event of default under the 2024 VM Senior Notes.

Subject to the circumstances described below, the 2024 VM Senior Notes are non-callable until October 15, 2019. At any time prior to October 15, 2019, Virgin Media Finance may redeem some or all of the 2024 VM Senior Notes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the redemption date using the discount rate (as specified in the applicable indenture) as of the redemption date plus 50 basis points.

Virgin Media Finance may redeem some or all of the 2024 VM Senior Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and Additional Amounts (as defined in the applicable indenture), if any, to the redemption date, if redeemed during the twelve-month period commencing on October 15 of the years set forth below:



	Redemption price
Year	2024 VM Sterling Senior Notes	2024 VM Dollar Senior Notes

2019	103.188%	103.000%
2020	102.125%	102.000%
2021	101.063%	101.000%
2022 and thereafter	100.000%	100.000%

If Virgin Media Finance or the Restricted Subsidiaries (as defined in the applicable indenture) sell certain assets or if Virgin Media Communications or certain of its subsidiaries experience specific changes in control, Virgin Media Finance must offer to repurchase the 2024 VM Senior Notes at a redemption price of 101%.

Unitymedia KabelBW Refinancing Transactions

On October 22, 2014, Unitymedia KabelBW issued $900.0 million principal amount of 6.125% senior notes due January 2025 (the 2025 UM Senior Notes). On November 7, 2014, the net proceeds from the 2025 UM Senior Notes will be used to fully redeem Unitymedia KabelBW’s €665.0 million ($839.9 million) principal amount of 9.625% senior notes due December 1, 2019, including the related redemption premium.

The 2025 UM Senior Notes are senior obligations of Unitymedia KabelBW that rank equally with all of the existing and future senior debt of Unitymedia KabelBW and are senior to all existing and future subordinated debt of Unitymedia KabelBW. The 2025 UM Senior Notes are guaranteed on a senior subordinated basis by various subsidiaries of Unitymedia KabelBW and will be secured by a first-ranking pledge over the shares of Unitymedia KabelBW and certain other share and/or asset securities of certain of its subsidiaries on or prior to January 25, 2015.

The 2025 UM Senior Notes contain certain customary incurrence-based covenants. For example, the ability to raise certain additional debt and make certain distributions or loans to other subsidiaries of Liberty Global is subject to a Consolidated Net Leverage Ratio test, as defined in the indenture. In addition, the 2025 UM Senior Notes provide that any failure to pay principal prior to expiration of any applicable grace period, or any acceleration with respect to other indebtedness of €75.0 million ($94.7 million) or more in the aggregate of Unitymedia KabelBW or the Restricted Subsidiaries (as defined in the applicable indenture) is an event of default under the 2025 UM Senior Notes.

Subject to the circumstances described below, the 2025 UM Senior Notes are non-callable until January 15, 2020. At any time prior to January 15, 2020 Unitymedia KabelBW may redeem some or all of the 2025 UM Senior Notes by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the redemption date using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points.

Unitymedia KabelBW may redeem some or all of the 2025 UM Senior Notes at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and Additional Amounts (as defined in the indenture), if any, to the redemption date, if redeemed during the twelve-month period commencing on January 15 of the years set forth below:



Year		Redemption price

2020		103.063%
2021		102.042%
2022		101.021%
2023 and thereafter		100.000%

If Unitymedia KabelBW or certain of its subsidiaries sell certain assets or experience specific changes in control, Unitymedia KabelBW must offer to repurchase the 2025 UM Senior Notes at a redemption price of 101%.