Liberty Global PLC (LBTYA) filed a Form 8K - Direct or
off-Balance Sheet Financial Obligation - with the U.S Securities
and Exchange Commission on May 07, 2015.
On May 7, 2015 (the Effective Date), Telenet International
Finance S.a.r.L., as borrower, entered into a new additional term
loan facility (Facility AA) with a principal amount equal to 800.0
million ($901.4 million at the May 7, 2015 exchange rate). Facility
AA is made available pursuant to an Additional Facility AA
Accession Agreement (the Facility AA Accession Agreement) under the
credit facilities agreement dated August 1, 2007 (as amended) of
Telenet N.V. (the Telenet Credit Agreement). Facility AA has a
final maturity date of June 30, 2023 and interest in respect of
Facility AA accrues at a rate equal to the aggregate of EURIBOR and
3.50% per annum. Telenet International Finance S.a.r.L. is a direct
subsidiary Telenet N.V. and Telenet N.V. is an indirect subsidiary
of Liberty Global plc.
The availability period for Facility AA is the period from the
Effective Date to the earlier of (i) the Long Stop Date (as defined
in the sale and purchase agreement in connection with the
Acquisition (as defined below)) and (ii) the date falling 15
Business Days after the Acquisition Termination Date as defined in
the Facility AA Accession Agreement.
If within six months of the date of the Facility AA Accession
Agreement, Facility AA is prepaid (other than where such prepayment
is funded by the issuance of notes by any member of the Telenet
N.V. group or a special purpose vehicle which on-lends the proceeds
of such notes to a member of the Telenet N.V. group) in connection
with a Repricing Transaction (as defined below) or an amendment
results in a Repricing Transaction, the borrower must pay to the
relevant lenders a fee of 1.00% on the amount of Facility AA
prepaid or the amount of Facility AA mandatorily assigned following
a failure of a relevant lender to consent to such amendment (as
applicable). A Repricing Transaction means the prepayment or
refinancing of all or a portion of the Facility AA loans with any
long term bank debt financing incurred for the primary purpose of
refinancing or replacing the Facility AA loans and having an
effective interest cost or weighted average yield that is less than
the interest rate for or weighted average yield of the Facility AA
loans, including without limitation, as may be effected through any
amendment to the Facility AA Accession Agreement or the Telenet
Credit Agreement.
Also on May 7, 2015, Telenet International Finance S.a.r.L., as
borrower, entered into a new additional revolving loan facility
(Facility Z) with a principal amount equal to 200.0 million ($225.3
million at the May 7, 2015 exchange rate). Facility Z is made
available pursuant to an Additional Facility Z Accession Agreement
(the Facility Z Accession Agreement) under the Telenet Credit
Agreement. Facility Z has a final maturity date of June 30, 2018,
and interest in respect of Facility AA accrues at a rate equal to
the aggregate of EURBOR and 2.25% per annum.
The availability period for Facility Z is the period from and
including May 7, 2015 up to and including the date falling one
month prior to the final maturity date in respect of Facility Z.
The Facility Z commitments will be cancelled on the earlier to
occur of the Long Stop Date and the date falling 15 Business Days
after the Acquisition Termination Date and any outstanding Facility
Z loans must be repaid in full on the date that falls five business
days later.
The borrower under Facility Z must pay a commitment fee to the
lenders under Facility Z in respect of their undrawn Facility Z
commitments computed at the rate of 35% of the margin in relation
to Facility Z per annum. Such commitment fee accrues on a daily
basis and is payable quarterly in arrears and on the date of any
cancellation.
Each of Facility AA and Facility Z are available to be drawn to
fund the purchase price and related costs in connection with the
acquisition by Telenet N.V. or its Affiliates of all of the share
capital of BASE Company N.V. and its subsidiaries (the Acquisition)
and for general corporate purposes and/or working capital purposes,
including, without limitation, the refinancing, repayment or
prepayment of existing indebtedness and financing acquisitions or
joint ventures permitted under the Telenet Credit Agreement.
The summary, terms, conditions and provisions of Facility Z and
Facility AA and the intended use of the proceeds therefrom, are
qualified in their entirety by the disclosure in this Current
Report on Form 8-K and reference to the full text of the Additional
Facility Z Accession Agreement and the Additional Facility AA
Accession Agreement, as applicable, copies of which are filed with
this report as Exhibits 4.1 and 4.2, respectively, and are
incorporated herein by reference.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1570585/000157058515000087/a8-kmay132015telenettermlo.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1570585/000157058515000087/0001570585-15-000087-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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