Liberty Global PLC (LBTYA) filed a Form 8K - Direct or
off-Balance Sheet Financial Obligation - with the U.S Securities
and Exchange Commission on March 31, 2015.
On March 31, 2015, UPCB Finance IV Limited ("UPCB Finance IV"),
entered into a purchase agreement (the "Dollar Purchase Agreement")
with, among others, J.P. Morgan Securities LLC, as representative
of the several initial purchasers named therein (collectively, the
"Dollar Initial Purchasers"), pursuant to which UPCB Finance IV
agreed to sell, subject to the terms and conditions set forth
therein, $800.0 million aggregate principal amount of its 5.375%
senior secured notes due 2025 (the "Dollar Notes"), at par, to the
Dollar Initial Purchasers in a private offering in accordance with
Rule 144A and Regulation S under the Securities Act of 1933, as
amended. The Dollar Notes will mature on January 15, 2025. Interest
on the Dollar Notes will be payable semi-annually on each January
15 and July 15, beginning on January 15, 2016.
On April 1, 2015, UPCB Finance IV entered into a purchase
agreement (the "Euro Purchase Agreement") with, among others, J.P.
Morgan Securities plc, as representative of the several initial
purchasers named therein (collectively, the "Euro Initial
Purchasers"), pursuant to which UPCB Finance IV agreed to sell,
subject to the terms and conditions set forth therein, 600.0
million ($646.8 million at the April 1, 2015 exchange rate)
aggregate principal amount of its 4% senior secured notes due 2027
(the "Euro Notes", together with the Dollar Notes, the "Notes"), at
par, to the Euro Initial Purchasers in a private offering in
accordance with Rule 144A and Regulation S under the Securities Act
of 1933, as amended. The Euro Notes will mature on January 15,
2027. Interest on the Euro Notes will be payable semi-annually on
each January 15 and July 15, beginning on January 15, 2016.
UPCB Finance IV is incorporated under the laws of the Cayman
Islands, as a special purpose financing company, for the primary
purpose of facilitating the offering of the Notes and is owned 100%
by a charitable trust.
UPCB Finance IV, which has no material business operations, will
use the proceeds from (i) the Dollar Notes to fund a new additional
facility ("Facility AL") of the senior secured bank facility, as
amended from time to time, of UPC Broadband Holding BV (the "UPC
Broadband Holding Bank Facility"), with UPC Financing Partnership
("UPC Financing") as the borrower and (ii) the Euro Notes to fund a
new additional facility ("Facility AK", together with Facility AL,
the "New Facilities") of the UPC Broadband Holding Bank Facility,
with UPC Financing as the borrower. The proceeds of the New
Facilities are intended to be used to (i) prepay in full
outstanding amounts under Facility Y and Facility Z of the UPC
Broadband Holding Bank Facility, respectively, and ultimately to
redeem the remaining aggregate principal amount of (w) UPCB Finance
II Limited's 6.375% senior secured notes due 2020 and (x) UPCB
Finance III Limited's 6.625% senior secured notes due 2020,
respectively, (ii) prepay in part outstanding amounts under
Facility AC and Facility AD of the UPC Broadband Holding Bank
Facility, respectively, and ultimately to redeem 10% of the
outstanding principal amount of (y) UPCB Finance V Limited's 7.25%
senior secured notes due 2021 and (z) UPCB Finance VI Limited's
6.875% senior secured notes due 2022, respectively, and (iii) to
repay the net amount borrowed under Facility AI of the UPC
Broadband Holding Bank Facility. UPC Financing and UPC Broadband
Holding BV ("UPC Broadband Holding") are (a) borrowers under the
UPC Broadband Holding Bank Facility and (b) direct subsidiaries of
UPC Holding BV ("UPC Holding"). UPC Holding is an indirect
wholly-owned subsidiary of Liberty Global plc ("Liberty
Global").
UPCB Finance IV is dependent on payments from UPC Financing
under the New Facilities in order to service its payment
obligations under the Notes. Although UPC Financing has no equity
or voting interest in UPCB Finance IV, the New Facilities create a
variable interest in UPCB Finance IV for which UPC Financing is the
primary beneficiary, as contemplated by generally accepted
accounting principles in the United States ("U.S. GAAP"). As such,
UPC Financing and its parent entities, including UPC Holding and
Liberty Global, will be required by the provisions of U.S. GAAP to
consolidate UPCB Finance IV following the issuance of the Notes. As
such, the amounts outstanding under the New Facilities will
eliminate in UPC Holding's and Liberty Global's consolidated
financial statements.
The Notes will be issued pursuant to an indenture (the
"Indenture"), to be dated on or about April 15, 2015 (the "Issue
Date"), between, among others, UPCB Finance IV and The Bank of New
York Mellon, as trustee.
Facility AK will be made pursuant to an Additional Facility AK
Accession Agreement (the "Facility AK Accession Agreement").
Pursuant to the Facility AK Accession Agreement, the call
provisions, maturity and applicable interest rate for Facility AK
are the same as those of the Euro Notes. Facility AL will be made
pursuant to an Additional Facility AL Accession Agreement (the
"Facility AL Accession Agreement", together with the Facility AK
Accession Agreement, the "Accession Agreements"). Pursuant to the
Facility AL Accession Agreement, the call provisions, maturity and
applicable interest rate for Facility AL are the same as those of
the Dollar Notes.
UPCB Finance IV as a lender under the UPC Broadband Holding Bank
Facility, will be treated the same as the other lenders under the
UPC Broadband Holding Bank Facility and will have benefits, rights
and protections that are similar to those benefits, rights and
protections afforded to the other lenders. Through the covenants in
the Indenture and the security interests over all of
the issued shares of UPCB Finance IV and the New Facilities
granted to secure UPCB Finance IV's obligations under the Notes,
the holders of Notes will be provided indirectly with the benefits,
rights and protections granted to UPCB Finance IV as a lender under
the UPC Broadband Holding Bank Facility.
The Euro Notes are non-callable until January 15, 2021 and the
Dollar Notes are non-callable until January 15, 2020. At any time
prior to January 15, 2021 (in the case of Euro Notes) and January
15, 2020 (in the case of Dollar Notes), upon the occurrence of an
Early Redemption Event (being a voluntary prepayment of all or a
portion of Facility AK or Facility AL, as applicable), UPCB Finance
IV will redeem an aggregate principal amount of the Euro Notes or
Dollar Notes, as applicable, equal to the amount of Facility AK or
Facility AL, as applicable, prepaid, at a redemption price equal to
100% of the principal amount of the relevant series of Notes
redeemed plus the Applicable Premium (as defined in the Indenture)
as of, and accrued and unpaid interest and Additional Amounts (as
defined in the Indenture), if any, to, the applicable redemption
date.
Furthermore, at any time prior to January 15, 2021 (with respect
to the Euro Notes) and January 15, 2020 (with respect to the Dollar
notes), upon the occurrence of any Early Redemption Event, UPCB
Finance IV will redeem an aggregate principal amount of the
relevant series of Notes equal to the principal amount of relevant
New Facility prepaid, not to exceed an amount equal to 10% of the
original aggregate principal amount of the relevant series of Notes
during each twelve month period commencing on the Issue Date, at a
redemption price equal to 103% of the principal amount of the
relevant series of Notes redeemed plus accrued and unpaid interest
and Additional Amounts, if any, to the applicable redemption
date.
On or after January 15, 2021, upon the occurrence of an Early
Redemption Event, UPCB Finance IV will redeem an aggregate
principal amount of the Euro Notes equal to the principal amount of
Facility AK prepaid 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, if redeemed during the twelve month period
commencing on January 15 of the years set out below:
Year Redemption Price
2021 102.000%
2022 101.000%
2023 100.500%
2024 and thereafter 100.000%
On or after January 15, 2020, upon the occurrence of an Early
Redemption Event, UPCB Finance IV will redeem an aggregate
principal amount of the Dollar Notes equal to the principal amount
of Facility AL prepaid 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, if redeemed during the twelve month
period commencing on January 15 of the years set out below:
Year Redemption Price
2020 102.688%
2021 101.792%
2022 100.896%
2023 and thereafter 100.
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The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1570585/000157058515000062/a8-kapril62015upcdebtrefi.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1570585/000157058515000062/0001570585-15-000062-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
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