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 RegistrantItem 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
UPC Financing Partnership (the “Facility AR Borrower”) and UPC Broadband Holding B.V. (the “Company”) have entered into the financing described below by way of additional facilities drawn under the €1,072.0 million ($1,267.1 million at the October 13, 2017 exchange rate) credit agreement originally dated January 16, 2004 as amended from time to time (the “Credit Agreement”). The Facility AR Borrower and the Company are direct subsidiaries of UPC Holding B.V. and UPC Holding B.V. is an indirect subsidiary of Liberty Global plc.
On October 13, 2017, the Facility AR Borrower, the Company and The Bank of Nova Scotia as facility agent and security agent entered into a $1,975.0 million additional facility accession agreement (the “AR Accession Agreement”) to the Credit Agreement. Under the terms of the AR Accession Agreement, certain lenders have agreed to provide a $1,975.0 million term loan facility (“Facility AR”) to the Facility AR Borrower. The final maturity date for Facility AR will be January 15, 2026. Facility AR will bear interest at a rate of LIBOR plus 2.5% per annum subject to a LIBOR floor of 0%. Facility AR can be utilised by the Facility AR Borrower for its general corporate purposes and working capital purposes including the repayment or prepayment of existing indebtedness and the payment of fees and expenses in connection with Facility AR or other transactions related thereto.
On October 13, 2017, the Company and The Bank of Nova Scotia as facility agent and security agent entered into a €500.0 million ($591.0 million at the October 13, 2017 exchange rate) additional facility accession agreement (the “AS Accession Agreement”) to the Credit Agreement. Under the terms of the AS Accession Agreement, certain lenders have agreed to provide a €500.0 million term loan facility (“Facility AS”) to the Company. The final maturity date for Facility AS will be October 15, 2026. Facility AS will bear interest at a rate of EURIBOR plus 2.75% per annum subject to a EURIBOR floor of 0%. Facility AS can be utilised by the Company for its general corporate purposes and working capital purposes including the repayment or prepayment of existing indebtedness and the payment of fees and expenses in connection with Facility AS or other transactions related thereto.
The net proceeds of such advances under Facility AR and Facility AS will be used to (i) prepay in full the Facility AP Advance (as defined in the AP Accession Agreement) outstanding under the $2,150.0 million additional facility accession agreement dated February 2, 2017 and entered into between the Borrower and the Additional Facility AP Lender (each as defined therein) (the “AP Accession Agreement”) and (ii) redeem a portion of the UPC Holding 6.75% Euro senior notes.
The AR Accession Agreement and the AS Accession Agreement provide that the lenders under Facility AR and Facility AS (as applicable) consent to the amendments to the covenants and other provisions of the Credit Agreement and the Finance Documents (as defined in the Credit Agreement) outlined in the AR Accession Agreement and the AS Accession Agreement (as applicable) (including in the schedules thereto). Once the consent of the requisite lenders is obtained under the Credit Agreement, such amendments may be implemented at the election of the Company and/or the Facility AR Borrower.
The foregoing descriptions of Facility AR and Facility AS and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the AR Accession Agreement, a copy of which is attached hereto at Exhibit 4.1, and the AS Accession Agreement, a copy of which is attached hereto at Exhibit 4.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Liberty Global plc ExhibitEX-4.1 2 ex41additionalfacilityarac.htm EXHIBIT 4.1 Exhibit EXHIBIT 4.1$1,…To view the full exhibit click here
