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.
Virgin Media Facility I
Virgin Media Investment Holdings Limited (the Company) and Virgin
Media Bristol LLC (the Borrower) have entered into the financing
described below by way of additional facilities drawn under the
1.635 billion ($2.043 billion at the December 16, 2016 exchange
rate) and $2.755 billion credit agreement originally dated June
7, 2013 as amended from time to time (the Virgin Media Credit
Agreement). The Borrower is an indirect wholly-owned subsidiary
of the Company, the Company is an indirect wholly-owned
subsidiary of Virgin Media Inc., and Virgin Media Inc. is an
indirect wholly-owned subsidiary of Liberty Global plc. The
Company, together with other subsidiaries of Virgin Media Inc.,
is a party to the Virgin Media Credit Agreement.
Media Bristol LLC (the Borrower) have entered into the financing
described below by way of additional facilities drawn under the
1.635 billion ($2.043 billion at the December 16, 2016 exchange
rate) and $2.755 billion credit agreement originally dated June
7, 2013 as amended from time to time (the Virgin Media Credit
Agreement). The Borrower is an indirect wholly-owned subsidiary
of the Company, the Company is an indirect wholly-owned
subsidiary of Virgin Media Inc., and Virgin Media Inc. is an
indirect wholly-owned subsidiary of Liberty Global plc. The
Company, together with other subsidiaries of Virgin Media Inc.,
is a party to the Virgin Media Credit Agreement.
On December 16, 2016, the Company, the Borrower and The Bank of
Nova Scotia as facility agent entered into a $3.4 billion
additional facility accession deed (the Facility I Accession
Deed) to the Virgin Media Credit Agreement. Under the terms of
the Facility I Accession Deed, certain lenders have agreed to
provide a $3.4 billion term loan facility (the Facility I) to the
Borrower, which amounts are to be issued at 99.75% of par.
Nova Scotia as facility agent entered into a $3.4 billion
additional facility accession deed (the Facility I Accession
Deed) to the Virgin Media Credit Agreement. Under the terms of
the Facility I Accession Deed, certain lenders have agreed to
provide a $3.4 billion term loan facility (the Facility I) to the
Borrower, which amounts are to be issued at 99.75% of par.
The Facility I Accession Deed provides that the lenders under
Facility I consent to the amendments to the covenants and other
provisions of the Virgin Media Credit Agreement and the Finance
Documents (as defined in the Virgin Media Credit Agreement)
outlined in the Facility I Accession Deed (including in the
schedules thereto). Once the consent of the requisite lenders is
obtained under the Virgin Media Credit Agreement, such amendments
may be implemented at the election of the Company.
Facility I consent to the amendments to the covenants and other
provisions of the Virgin Media Credit Agreement and the Finance
Documents (as defined in the Virgin Media Credit Agreement)
outlined in the Facility I Accession Deed (including in the
schedules thereto). Once the consent of the requisite lenders is
obtained under the Virgin Media Credit Agreement, such amendments
may be implemented at the election of the Company.
The final maturity date for Facility I is January 31, 2025.
Facility I will bear interest at a rate of LIBOR plus 2.75% per
annum subject to a LIBOR floor of 0.00%.
Facility I will bear interest at a rate of LIBOR plus 2.75% per
annum subject to a LIBOR floor of 0.00%.
The net proceeds from Facility I will be used to (a) prepay in
full Facility D under the Virgin Media Credit Agreement; (b)
prepay in full Facility F under the Virgin Media Credit
Agreement; (c) redeem in full the 5% US dollar senior secured
notes due 2021 issued by Virgin Media Secured Finance PLC; and
(d) redeem in part the 6% sterling senior secured notes due 2021
issued by Virgin Media Secured Finance PLC.
full Facility D under the Virgin Media Credit Agreement; (b)
prepay in full Facility F under the Virgin Media Credit
Agreement; (c) redeem in full the 5% US dollar senior secured
notes due 2021 issued by Virgin Media Secured Finance PLC; and
(d) redeem in part the 6% sterling senior secured notes due 2021
issued by Virgin Media Secured Finance PLC.
The foregoing description of Facility I and the transactions
contemplated thereby are not complete and are subject to and
qualified in their entirety by reference to the Additional
Facility I Accession Deed, a copy of which is attached hereto as
Exhibit 4.1.
contemplated thereby are not complete and are subject to and
qualified in their entirety by reference to the Additional
Facility I Accession Deed, a copy of which is attached hereto as
Exhibit 4.1.
Amendment to the Virgin Media Credit Agreement
On December 16, 2016, the Company and The Bank of Nova Scotia as
facility agent entered into an amendment letter (the Amendment
Letter) that amends the definition of 80% Security Test under the
Virgin Media Credit Agreement. The Amendment Letter is attached
here to as Exhibit 4.2.
facility agent entered into an amendment letter (the Amendment
Letter) that amends the definition of 80% Security Test under the
Virgin Media Credit Agreement. The Amendment Letter is attached
here to as Exhibit 4.2.
Ziggo Facility C2
Ziggo Secured Finance B.V. (Ziggo Secured Finance) is
incorporated under the laws of the Netherlands and Ziggo Secured
Finance Partnership (the US Borrower) is incorporated under the
laws of the State of Delaware and is 99% owned by Ziggo Secured
Finance. Although Ziggo Secured Finance is a special purpose
financing company that is 50% owned by a third party, Ziggo
Secured Finance is consolidated by Ziggo Group Holding B.V.
(Ziggo Group Holding), an indirect wholly-owned subsidiary of
Liberty Global plc. Ziggo Secured Finance and the US Borrower are
party to a credit agreement dated March 5, 2015 (the Credit
Agreement).
incorporated under the laws of the Netherlands and Ziggo Secured
Finance Partnership (the US Borrower) is incorporated under the
laws of the State of Delaware and is 99% owned by Ziggo Secured
Finance. Although Ziggo Secured Finance is a special purpose
financing company that is 50% owned by a third party, Ziggo
Secured Finance is consolidated by Ziggo Group Holding B.V.
(Ziggo Group Holding), an indirect wholly-owned subsidiary of
Liberty Global plc. Ziggo Secured Finance and the US Borrower are
party to a credit agreement dated March 5, 2015 (the Credit
Agreement).
On December 16, 2016, Ziggo Secured Finance and The Bank of
Nova Scotia as facility agent entered into a 100.0 million
($104.5 million at the December 16, 2016 exchange rate)
additional facility accession deed (the C2 Accession Deed), to
the Credit Agreement. Under the terms of the C2 Accession Deed,
certain lenders agreed to provide a 100.0 million term loan
facility (Facility C2) to Ziggo Secured Finance, which amounts
are to be issued at par.
Nova Scotia as facility agent entered into a 100.0 million
($104.5 million at the December 16, 2016 exchange rate)
additional facility accession deed (the C2 Accession Deed), to
the Credit Agreement. Under the terms of the C2 Accession Deed,
certain lenders agreed to provide a 100.0 million term loan
facility (Facility C2) to Ziggo Secured Finance, which amounts
are to be issued at par.
The C2 Accession Deed provides that the lenders under Facility
C2 consent to the amendments to the covenants and other
provisions of the SPV Credit Agreement and the Finance
Documents (as defined in the SPV Credit Agreement) outlined in
the C2 Accession Deed (including in the schedules thereto).
Once the consent of the requisite lenders is obtained under the
SPV Credit Agreement, such amendments may be implemented at the
election of Ziggo Secured Finance.
C2 consent to the amendments to the covenants and other
provisions of the SPV Credit Agreement and the Finance
Documents (as defined in the SPV Credit Agreement) outlined in
the C2 Accession Deed (including in the schedules thereto).
Once the consent of the requisite lenders is obtained under the
SPV Credit Agreement, such amendments may be implemented at the
election of Ziggo Secured Finance.
The final maturity date for Facility C2 is August 31, 2024.
Facility C2 bears interest at a rate of EURIBOR plus 3.75%
subject to a EURIBOR floor of 0.00%.
Facility C2 bears interest at a rate of EURIBOR plus 3.75%
subject to a EURIBOR floor of 0.00%.
The net proceeds from Facility C2 will be distributed to
Liberty Global plc and used for general corporate purposes.
Liberty Global plc and used for general corporate purposes.
The foregoing descriptions of Facility C2 and the transactions
contemplated thereby are not complete and are subject to and
qualified in their entirety by reference to the C2 Accession
Deed, a copy of which is attached hereto as Exhibit 4.3.
contemplated thereby are not complete and are subject to and
qualified in their entirety by reference to the C2 Accession
Deed, a copy of which is attached hereto as Exhibit 4.3.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits.
|
Exhibit No.
|
Name
|
|
|
4.1
|
Additional I Facility Accession Deed dated December
16 2016, among Virgin Media Investment Holdings Limited as the Company, Virgin Media Bristol LLC as the Borrower, The Bank of Nova Scotia as the Facility Agent and The Bank of Nova Scotia as an Additional I Facility Lender under the Virgin Media Credit Agreement. |
|
|
4.2
|
Amendment letter dated December 16, 2016, among
Virgin Media Investment Holdings Limited as the Company and The Bank of Nova Scotia as the Facility Agent, amending the Senior Facilities Agreement originally dated June 7, 2013, as amended from time to time, between, among others, Virgin Media Finance PLC as the Parent, Virgin Media Investment Holdings Limited as an Original Borrower, Credit Suisse AG, London Branch, Banc of America Securities Limited, Barclays Bank PLC, BNP Paribas Fortis SA/NV, Deutsche Bank AG, London Branch, each as Bookrunners and Mandated Lead Arrangers, The Bank of Nova Scotia as Facility Agent and Deutsche Bank AG, London Branch as Security Trustee. |
|
|
4.3
|
Additional Facility C2 Accession Deed dated December
16, 2016 and entered into between, among others, Ziggo Secured Finance B.V. and The Bank of Nova Scotia. |
About Liberty Global plc (NASDAQ:LBTYA)
