Liberty Global plc (NASDAQ:LBTYA) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On June 8, 2017, Unitymedia Finance LLC (the Unitymedia Finance),
a direct subsidiary of Unitymedia Hessen GmbH Co. KG (the
Original Borrower) entered into the financing arrangement
described below, by way of the Additional Facility B Accession
Agreement (as defined below), which amends and supplements the
Senior Facilities Agreement originally dated July 25, 2014 (as
amended from time to time prior to the date of the Additional
Facility B Accession Agreement, the Facilities Agreement) made
between, among others, the Original Borrower, the other
guarantors named therein (the Guarantors), The Bank of Nova
Scotia as facility agent (the Facility Agent) and Credit Suisse
AG, London Branch as security trustee. Each of the Unitymedia
Finance and the Original Borrower is a wholly-owned indirect
subsidiary of Liberty Global plc.
a direct subsidiary of Unitymedia Hessen GmbH Co. KG (the
Original Borrower) entered into the financing arrangement
described below, by way of the Additional Facility B Accession
Agreement (as defined below), which amends and supplements the
Senior Facilities Agreement originally dated July 25, 2014 (as
amended from time to time prior to the date of the Additional
Facility B Accession Agreement, the Facilities Agreement) made
between, among others, the Original Borrower, the other
guarantors named therein (the Guarantors), The Bank of Nova
Scotia as facility agent (the Facility Agent) and Credit Suisse
AG, London Branch as security trustee. Each of the Unitymedia
Finance and the Original Borrower is a wholly-owned indirect
subsidiary of Liberty Global plc.
Description of Financings
Under the terms of an additional facility accession agreement
(the Additional Facility B Accession Agreement) to the Facilities
Agreement, certain lenders have agreed to provide a $855.0
million term loan facility (the Term Loan B Facility) to
Unitymedia Finance. The final maturity date for the Term Loan B
Facility is>September 30, 2025. The Term Loan B Facility bears
interest at a rate of LIBOR plus 2.25% per annum subject to a
LIBOR floor of 0.00%.
(the Additional Facility B Accession Agreement) to the Facilities
Agreement, certain lenders have agreed to provide a $855.0
million term loan facility (the Term Loan B Facility) to
Unitymedia Finance. The final maturity date for the Term Loan B
Facility is>September 30, 2025. The Term Loan B Facility bears
interest at a rate of LIBOR plus 2.25% per annum subject to a
LIBOR floor of 0.00%.
Loans made under the Term Loan B Facility will be issued with an
original issue discount such that they are issued at a price of
99.75% of the principal amount of loans drawn under the Term Loan
B Facility on each utilisation date. The proceeds of such loans
will be used for the refinancing, repayment or prepayment of any
existing indebtedness of any member of the Group including the
payment of fees and expenses incurred in connection with the
refinancing. The remaining proceeds will be used for general
and/or working capital purposes.
original issue discount such that they are issued at a price of
99.75% of the principal amount of loans drawn under the Term Loan
B Facility on each utilisation date. The proceeds of such loans
will be used for the refinancing, repayment or prepayment of any
existing indebtedness of any member of the Group including the
payment of fees and expenses incurred in connection with the
refinancing. The remaining proceeds will be used for general
and/or working capital purposes.
The Additional Facility B Accession Agreement provides that the
lenders consent to the amendment and restatement in full of the
Facilities Agreement as set out in the Additional Facility B
Accession Agreement (including in the schedules thereto) (the
Amendment and Restatement). Following the receipt of the consent
of the requisite lenders (in accordance with the Facilities
Agreement) and to the terms of the Additional Facility B
Accession Agreement, the Amendment and Restatement will be
implemented by the execution of an amendment and restatement
agreement (the Amendment and Restatement Agreement) and becomes
effective upon the satisfaction or waiver of customary conditions
precedent.
lenders consent to the amendment and restatement in full of the
Facilities Agreement as set out in the Additional Facility B
Accession Agreement (including in the schedules thereto) (the
Amendment and Restatement). Following the receipt of the consent
of the requisite lenders (in accordance with the Facilities
Agreement) and to the terms of the Additional Facility B
Accession Agreement, the Amendment and Restatement will be
implemented by the execution of an amendment and restatement
agreement (the Amendment and Restatement Agreement) and becomes
effective upon the satisfaction or waiver of customary conditions
precedent.
The foregoing descriptions of Term Loan B Facility and the
transactions contemplated thereby are not complete and are
subject to and qualified in their entirety by reference to the
Additional Facility B Accession Agreement (including in the
schedules thereto), copies of which are attached hereto at
Exhibit 4.1.
transactions contemplated thereby are not complete and are
subject to and qualified in their entirety by reference to the
Additional Facility B Accession Agreement (including in the
schedules thereto), copies of which are attached hereto at
Exhibit 4.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Name
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4.1
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Additional Facility Accession Agreement dated June 8,
2017 and entered into between, among others, Unitymedia Finance LLC, Unitymedia Hessen GmbH Co. KG and The Bank of Nova Scotia. |