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 9.01. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

On August10, 2017, CW Senior Financing Designated Activity
Company (the Issuer), entered into a purchase
agreement (the Purchase Agreement) with, among
others, Goldman Sachs International, as representative of the
several initial purchasers named therein (collectively, the
Initial Purchasers), to which the Issuer agreed
to sell, subject to the terms and conditions set forth therein,
$700.0million aggregate principal amount of its 6.875% senior
notes due 2027 (the CWC Senior Notes), at par,
to the Initial Purchasers in a private offering in accordance
with Rule144A and Regulation S under the Securities Act of 1933,
as amended.The CWC Senior Notes will mature on September15, 2027.
Interest on the CWC Senior Notes will be payable semi-annually on
each January15 and July15, beginning on January15, 2018.

On August16, 2017 (the Issue Date), the CWC
Senior Notes were issued to the Initial Purchasers to an
indenture (the CWC Senior Notes Indenture),
dated the Issue Date, among the Issuer, and The Bank of New York
Mellon, London Branch, as trustee (the Trustee).
The net proceeds from the issuance of the CWC Senior Notes,
together with certain fees and amounts payable to the Issuer by
Sable International Finance Limited (the Initial Proceeds
Loan Borrower), were used to finance one or more
proceeds loans (the Proceeds Loan) to the
Initial Proceeds Loan Borrower) to the terms of the proceeds loan
facility agreement (the Proceeds Loan Agreement)
dated the Issue Date, between, among others, the Issuer, as
lender, the Initial Proceeds Loan Borrower, as borrower and
guarantor, Cable Wireless Communications Limited
(CWC), Cable Wireless Limited (the
Company), Sable Holding Limited, CWIGroup
Limited, Coral-US Co-Borrower LLC, and Cable and Wireless (West
Indies) Limited, as guarantors (collectively, the
Proceeds Loan Guarantors, and together with the
Initial Proceeds Loan Borrower, the Obligors).
Each of the Obligors is a wholly-owned subsidiary of Liberty
Global plc.

The proceeds of the Proceeds Loan will be used to (i)fund the
redemption in full all of the outstanding 7.375% Senior Notes due
2021 issued by Columbus International Inc. (a direct subsidiary
of Sable Holding Limited, and an indirect subsidiary of CWC),
including the payment of related redemption premiums, fees and
expenses), (ii) to repay certain existing revolving indebtedness
of CWC and its subsidiaries, and (iii)for general corporate
purposes of CWC and its subsidiaries, which may include loans,
distributions or other payments to other members of the CWC group
(including, without limitation, the direct or indirect parent
companies of the Initial Proceeds Loan Borrower).

The CWC Senior Notes are non-callable until September15, 2022. At
any time prior to September15, 2022, the Issuer may redeem some
or all of the CWC Senior Notes at a price equal to 50% of the
principal amount of the CWC Senior Notes redeemed plus accrued
and unpaid interest to (but excluding) the redemption date at 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 CWC Senior Notes Indenture) as
of the redemption date plus 50 basis points.

On or after September15, 2022, the Issuer may redeem all, or from
time to time a part, of the CWC Senior Notes at the following
redemption prices (expressed as a percentage of the principal
amount) plus accrued and unpaid interest and additional amounts,
if any, to the applicable redemption date (subject to the right
of holders of record on the relevant record date to receive
interest due on the relevant interest payment date), if redeemed
during the twelve-month period commencing on September15 of the
years set forth below:

In addition, at any time prior to September15, 2022, the Issuer
may redeem up to 40% of the CWC Senior Notes with the net
proceeds of one or more specified equity offerings at a
redemption price of 106.875% of the principal amount of the CWC
Senior Notes redeemed, plus accrued and unpaid interest and
additional amounts, if any, to the date of redemption.

Furthermore, in the event of certain events defined as
constituting a change of control, the Issuer may be required to
make an offer to purchase the Notes.

to the Proceeds Loan Agreement, the call provisions, maturity and
the applicable interest rate for the Proceeds Loan (taken as a
whole) are the same as those of the Notes described above.

The Issuer is a designated activity company limited by shares
incorporated under the laws of Ireland, formed for the primary
purpose of facilitating the offering of the CWC Senior Notes. The
CWC Senior Notes will be limited recourse and senior obligations
of the Issuer. The CWC Senior Notes will be effectively
subordinated to any existing and future indebtedness of the
Issuer that is secured by property and assets that do not secure
the CWC Senior Notes, to the extent of the value of the property
and assets securing such indebtedness. On the Issue Date, the CWC
Senior Notes will be secured by (i)a first-ranking English law
charge over all bank accounts of the Issuer (other than a
designated Issuer Profit Account (as defined in the CWC Senior
Notes Indenture); and (ii)a first-ranking English law assignment
over the Issuers rights to and benefits under the Proceeds Loan
and the Proceeds Loan Agreement, including the Issuers rights in
respect of the guarantees of the Proceeds Loan.

The CWC Senior Notes rank equally in right of payment with all
existing and future indebtedness of the Issuer that is not
subordinated in right of payment to the CWC Senior Notes and the
CWC Senior Notes are senior in right of payment to all existing
and future indebtedness of the Issuer that is subordinated in
right of payment to the CWC Senior Notes. The Issuer has no
material business operations of its own and will primarily be
dependent on payments under the Proceeds Loan Agreement in order
to service its payment obligations under the CWC Senior Notes.
Neither CWC nor any of its subsidiaries provide any direct
guarantee or any credit support for the Issuers obligations under
the CWC Senior Notes, other than the obligation of the Initial
Proceeds Loan Borrower and the other Obligors, to make payments
to the Issuer under the Proceeds Loan Agreement.

The Proceeds Loan is a senior obligation of the Initial Proceeds
Loan Borrower. The Proceeds Loan ranks pari passu in
right of payment with all existing and future indebtedness of the
Initial Proceeds Loan Borrower that is not subordinated in right
of payment to the Proceeds Loan and is senior in right of payment
to all existing and future indebtedness of the Initial Proceeds
Loan Borrower that is subordinated in right of payment to the
Proceeds Loan. The Proceeds Loan (i)is initially guaranteed on a
senior basis by the Obligors, and (ii)within 60 business days of
the date on which all outstanding 7.375% Senior Notes due 2021
issued by Columbus International Inc. are redeemed in full, will
be guaranteed by Columbus International Inc.

The Obligors have agreed to a covenant agreement (the
Covenant Agreement) dated the Issue Date,
between, among others, the Issuer, the Obligors and the Trustee,
to be bound by the covenants in the CWC Senior Notes Indenture
that are applicable to them. However, the holders of the CWC
Senior Notes will not have a direct claim on the cash flow or
assets of the Obligors or any of their respective subsidiaries,
and none of the Obligors or any of their respective subsidiaries
has any obligation, contingent or otherwise, to pay amounts due
under the CWC Senior Notes, or to make funds available to the
Issuer for those payments. The rights and remedies of the holders
of the CWC Senior Notes against an Obligor upon any breach by
such Obligor of its

obligations under the Covenant Agreement are limited to a right
to instruct the Issuer or the Security Trustee or their
respective nominees, in accordance with the terms of the CWC
Senior Notes Indenture to accelerate the applicable Proceeds
Loans and to vote in connection with any enforcement of the
collateral securing the Proceeds Loan (together with any other
secured creditors sharing in such collateral).

The Indenture provides that the Company, at its sole option and
in its sole discretion, may undertake a series of transactions
intended to simplify the corporate and capital structure of the
CWC group (as further described in the CWC Senior Notes
Indenture, the Group Refinancing Transactions).
The Group Refinancing Transactions may include, at the Companys
sole option, an assumption, assignment, novation or other
transfer of the obligations of the Initial Proceeds Loan Borrower
under the Proceeds Loan, the Proceeds Loan Agreement, and the
Covenant Agreement to an entity to be designated by the Company
(the Proceeds Loan Borrower Change), following
which the Initial Proceeds Loan Borrower will be released from
its obligations under such agreements. The Company may also, at
its sole option, instruct the Issuer to assign (or otherwise
transfer) its obligations under the CWC Senior Notes and the CWC
Senior Indenture to the Proceeds Loan Borrower (as defined in the
CWC Senior Notes Indenture), following which the Issuer will be
released from its obligations under the CWC Senior Notes and the
CWC Senior Notes Indenture (the CWC Group
Assumption). Following the Proceeds Loan Borrower Change
(if it takes place) and/or the CWC Group Assumption (if it takes
place), (i) the terms and conditions of the CWC Senior Notes,
including the covenants applicable to the Obligors will be
automatically modified as further described in the CWC Senior
Notes Indenture and (ii)the terms and conditions of the Proceeds
Loan will be automatically modified as further described in the
CWC Senior Notes Indenture.

The foregoing description of CWC Senior Notes and the
transactions contemplated thereby are not complete and are
subject to and qualified in their entirety by reference to the
CWC Senior Notes Indenture (including in the respective exhibits
and schedules thereto), a copy of which is attached hereto at
Exhibit 4.1.

Exhibits.

Liberty Global plc Exhibit
EX-4.1 2 d362592dex41.htm EX-4.1 EX-4.1 Table of Contents Exhibit 4.1 C&W SENIOR FINANCING DESIGNATED ACTIVITY COMPANY $700,…
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