Liberty Global PLC (LBTYA) filed a Form 8K - Direct or
off-Balance Sheet Financial Obligation - with the U.S Securities
and Exchange Commission on April 17, 2014.
As of December 31, 2013, Liberty Global plc indirectly owned
100% of Virgin Media Investment Holdings Limited (Virgin). On April
17, 2014, Virgin Media SFA Finance Limited, a subsidiary of Virgin,
entered into two additional term loan facility accession agreements
(the Additional Facility D Accession Agreement and the Additional
Facility E Accession Agreement), under the senior facilities
agreement of Virgin (the Virgin Credit Facility).
Pursuant to the Additional Facility D Accession Agreement,
certain lenders agreed to provide a new term loan facility in an
aggregate principal amount of 100.0 million ($168.0 million at the
transaction date) (Facility D). In connection with these
transactions, certain lenders under the existing Facility C under
the Virgin Credit Facility agreed to novate their existing Facility
C commitments in an aggregate amount of 90.8 million ($152.5
million at the transaction date), to Virgin Media Communications
Networks Ltd, a subsidiary of Virgin, and to enter into the new
Facility D. In addition, certain new lenders agreed to provide
commitments for 9.2 million ($15.5 million at the transaction
date), the remaining amount under Facility D, and to enter into the
new Facility D. Once the facility agent is satisfied that certain
documentation, including legal opinions, has been provided on
behalf of the borrower and obligors pursuant to the Additional
Facility D Accession Agreement, Facility D will be available to be
drawn for a period of 30 business days. The final maturity date for
Facility D will be June 30, 2022. Facility D will bear interest at
a rate of LIBOR plus 3.25% subject to a LIBOR floor of 0.75%.
Pursuant to the Additional Facility E Accession Agreement,
certain lenders agreed to provide a new term loan facility in an
aggregate principal amount of 849.4 million ($1,427.0 million at
the transaction date) (Facility E). In connection with these
transactions, certain lenders under the existing Facility C under
the Virgin Credit Facility agreed to novate their existing Facility
C commitments in an aggregate amount of 409.5 million ($688.0
million at the transaction date), to Virgin Media Communications
Networks Ltd and to enter into the new Facility E. In addition,
certain new lenders agreed to provide commitments for 439.9 million
($739.0 million at the transaction date), the remaining amount
under Facility E, and to enter into the new Facility E. Once the
facility agent is satisfied that certain documentation, including
legal opinions, has been provided on behalf of the borrower and
obligors pursuant to the Additional Facility E Accession Agreement,
Facility E will be available to be drawn for a period of 30
business days. The final maturity date for Facility E will be June
30, 2023. Facility E will bear interest at a rate of LIBOR plus
3.50% subject to a LIBOR floor of 0.75%.
The foregoing descriptions of the Additional Facility D
Accession Agreement and the Additional Facility E Accession
Agreement and the transactions contemplated thereby are not
complete and are subject to and qualified in their entirety by
reference to the Additional Facility D Accession Agreement and the
Additional Facility E Accession Agreement, copies of which are
attached hereto as Exhibits 4.1 and 4.2, respectively, and the
terms of which are incorporated herein by reference.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1570585/000157058514000074/a8-kapril232014virginmedia.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1570585/000157058514000074/0001570585-14-000074-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.
Subscribe to WSJ: http://online.wsj.com?mod=djnwires