Stock Cost Basis
On June 7, 2013, pursuant to a series of mergers, Virgin Media Inc. ("Virgin Media") merged into separate wholly-owned subsidiaries of Liberty Global plc ("New Liberty Global"). In the series of mergers, each outstanding share of Virgin Media common stock was exchanged for 0.2582 class A ordinary shares of New Liberty Global, 0.1928 class C ordinary shares of New Liberty Global and $17.50 in cash. The series of mergers are intended to qualify as a reorganization within the meaning of IRC Section 368(a)(1) and the shareholder's adjusted tax basis of the class A ordinary shares of New Liberty Global and class C ordinary shares of New Liberty Global received in exchange for the shareholder's Virgin Media common stock should be the same as the aggregate tax basis of the shareholder's Virgin Media common stock surrendered, decreased by the cash the shareholder received in the mergers, and increased by the amount of gain recognized with respect to the shareholder's Virgin Media common stock. Such aggregate tax basis should be allocated to the New Liberty Global shares received based on their relative fair market value.
More likely than not, the mergers with respect to Virgin Media qualify as a reorganization under IRC Section 368(a)(1)(A) by reason of IRC Section 368(a)(2)(D) and qualify for the exception to gain recognition under IRC Section 367(a) contained in Treas. Reg. Section 1.367(a)-3(c). If, however, the borrowings undertaken to fund the cash consideration paid to the Virgin Media shareholders in the mergers is taken into account, there is risk that the mergers will not satisfy the "substantially all" requirement under IRC Section 368(a)(2)(D) and thus will not qualify as a reorganization. For more information regarding the material tax considerations for the mergers, see the "The Mergers—Material Tax Considerations for the Mergers—Material U.S. Federal Income Tax Considerations" of the joint proxy statement/prospectus on Schedule 14A of Virgin Media as filed with the Securities and Exchange Commission on May 1, 2013. You should consult with a qualified tax advisor if you have questions regarding your tax treatment.
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