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

Telenet International Finance S.à r.l. (“Telenet International Finance”) as borrower and Telenet Financing USD LLC, Telenet BVBA, Telenet Group NV/SA and Telenet International Finance as guarantors, entered into the financing described below by way of an additional facility to be drawn under the credit agreement originally dated August 1, 2007, as amended from time to time (the “Credit Agreement”). Telenet International Finance is a direct wholly-owned subsidiary of Telenet BVBA, Telenet BVBA is a direct wholly-owned subsidiary (other than approximately 0.01% of the share capital of Telenet BVBA held by Telenet International Finance) of Telenet Group NV/SA, Telenet Group NV/SA and Telenet Financing USD LLC are each direct wholly-owned subsidiaries (other than approximately 0.01% of the share capital of Telenet Group NV/SA held by Telenet International Finance) of Telenet Group Holding NV/SA, and Telenet Group Holding NV/SA is an indirect majority-owned subsidiary of Liberty Global plc.

On May 24, 2019, Telenet International Finance, Telenet Financing USD LLC, Telenet BVBA, Telenet Group NV/SA and The Bank of Nova Scotia as facility agent, among others, entered into a €60.0 million ($67.2 million at the May 24, 2019 exchange rate) additional facility accession agreement (the “Additional Facility AP Accession Agreement”) to the Credit Agreement. Under the terms of the Additional Facility AP Accession Agreement, certain lenders have provided a €60.0 million revolving credit facility (the “Revolving Loan AP Facility”, and each utilisation thereunder a “Revolving Loan AP Facility Loan”) to Telenet International Finance. The Additional Facility AP Accession Agreement took effect on and from the Effective Date (as defined in the Additional Facility AP Accession Agreement) as a Telenet Additional Facility under and as defined in the Credit Agreement.

Under the terms of the Additional Facility AP Accession Agreement, each Revolving Loan AP Facility Loan is to be issued at par. The final maturity date for the Revolving Loan AP Facility is December 31, 2021. The Revolving Loan AP Facility bears interest at a rate of EURIBOR plus 2.25% per annum subject to a EURIBOR floor of 0%. The Revolving Loan AP Facility can be utilized by Telenet International Finance for general corporate purposes and/or working capital purposes, including without limitation, the redemption, refinancing, repayment or prepayment of existing indebtedness of any member of the Group (as defined in the Credit Agreement) and the payment of any fees and expenses in connection with the Revolving Loan AP Facility or other transactions related thereto.

The Additional Facility AP Accession Agreement provides that the lenders under the Revolving Loan AP Facility 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 Additional Facility AP Accession Agreement (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 Telenet BVBA.

The foregoing descriptions of the Revolving Loan AP Facility and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Additional Facility AP Accession Agreement, a copy of which is attached hereto as Exhibit 4.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Liberty Global plc Exhibit
EX-4.1 2 ex41apaccessionagreement.htm EXHIBIT 4.1 Exhibit Exhibit 4.1TELENET ADDITIONAL FACILITY AP ACCESSION AGREEMENTREVOLVING LOAN AP FACILITYTo:The Bank of Nova Scotia as Facility Agent and KBC Bank NV as Security AgentFrom:The persons listed in Schedule 1 to this Telenet Additional Facility AP Accession Agreement (the Telenet Additional Facility AP Lenders,…
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