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
Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
On December19, 2016, UPC Broadband Holding B.V. (UPC Broadband
Holding) and UPC Financing B.V. (UPC Financing) (each a
wholly-owned subsidiary of Liberty Global plc), as borrowers, and
The Bank of Nova Scotia as facility agent, among others, entered
into a supplemental deed (the Supplemental Deed) to amend and
restate the Senior Secured Credit Facility Agreement, originally
dated January16, 2004, (as last amended and restated February9,
2016) between, among others, UPC Broadband Holding as original
borrower and The Bank of Nova Scotia as facility agent (the
Credit Agreement and, the Credit Agreement as amended and
restated by the Supplemental Deed, the Amended Credit Agreement).
Capitalized terms used below shall have the meaning given to them
in the Amended Credit Agreement.
The Supplemental Deed amends and restates in full the Credit
Agreement to, among other things,
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allow UPC Broadband Holding to replace certain non-consenting lenders in certain circumstances and subject to ensuring that such lenders commitments are acquired at par; |
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provide for the ability to increase commitments under a Facility; |
| add standard defaulting lender provisions; |
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permit UPC Broadband Holding to incur and secure Financial Indebtedness on a second lien ranking basis, provided that the Total Debt to Annualised EBITDA ratio on a pro forma basis would not be greater than 5.50:1.00 and provided that the rights of the holders of such Financial Indebtedness are subordinated to the rights of the lenders under the Amended Credit Agreement; |
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delete maintenance covenants requiring that certain Senior Net Debt and Total Net Debt ratio levels are maintained and replace those covenants with a springing maintenance covenant requiring that Senior Net Debt to Annualised EBITDA shall not exceed 4:75:1, which shall be tested when the aggregate of the loans and letters of credit (other than letters of credit that are cash collateralized or undrawn) outstanding under the Revolving Facilities and the net indebtedness under each Ancillary Facility exceeds an amount equal to 33 1/3% of the aggregate of the total commitments under the Revolving Facilities and each Ancillary Facility; and |
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make certain non-financial covenant changes, administrative changes and widen the scope of certain carve outs to negative covenants. |
All other terms of the Credit Agreement remain in full force and
effect under the Amended Credit Agreement, and all loans and
commitments outstanding under the Credit Agreement continue to be
outstanding under the Amended Credit Agreement.
The Amended Credit Agreement is attached hereto as Exhibit 4.1
and is incorporated herein by reference. The foregoing
description of the Amended Credit Agreement is qualified in its
entirety by reference to the full text thereof set forth in
Exhibit 4.1.
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| Item9.01. | Financial Statements and Exhibits. |
d) Exhibits.
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Exhibit No. |
Name |
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| 4.1 |
Senior Secured Credit Facility Agreement originally dated January16, 2004, as amended and restated on December19, 2016, among UPC Broadband Holding and UPC Financing as Borrowers, The Bank of Nova Scotia, as Facility Agent, the Guarantors listed therein, the Security Agent and the bank and financial institutions acceding thereto from time to time. |
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