Liberty Global PLC (LBTYA) filed a Form 8K - Direct or
off-Balance Sheet Financial Obligation - with the U.S Securities
and Exchange Commission on December 03, 2014.
On December 3, 2014, Unitymedia Hessen GmbH & Co. KG and
Unitymedia NRW GmbH (each an "Issuer" and together, the "Issuers"
), as co-issuers, entered into a purchase agreement (the "Purchase
Agreement") with Goldman Sachs International, as representative of
the several initial purchasers named therein (collectively, the
"Initial Purchasers"), pursuant to which the Issuers agreed to
sell, subject to the terms and conditions set forth therein, (i)
1.0 billion ($1.2 billion at the transaction date) aggregate
principal amount of its 4.0% senior secured notes due 2025 (the
"Euro Notes"), and (ii) $550.0 million aggregate principal amount
of its 5.0% senior secured notes due 2025 (the "Dollar Notes" and
together with the Euro Notes, the "Notes"), each at par, to the
Initial Purchasers in a private offering in accordance with Rule
144A and Regulation S under the Securities Act of 1933, as amended.
The Notes will mature on January 15, 2025. Interest on the Notes
will be payable semi-annually on each January 15 and July 15,
beginning on July 15, 2015.
The Notes will be issued pursuant to an indenture (the
"Indenture"), to be dated on or about December 17, 2014 (the "Issue
Date") among the Issuers, the guarantors named therein and The Bank
of New York Mellon, London Branch, as trustee, that will be
executed in connection with the completion of the offering of the
Notes.
Subject to the circumstances below, the Notes are non-callable
until January 15, 2020. At any time prior to January 15, 2020, the
Issuer may redeem some or all of the Euro and/or Dollar Notes at a
price equal to 100% of the principal amount of the Notes redeemed
plus accrued and unpaid interest to (but excluding) the redemption
date at a "make-whole" premium, which is the present value of all
remaining scheduled interest payments to the redemption date using
the discount rate (as specified in the Indenture) as of the
redemption date plus 50 basis points.
At any time prior to January 15, 2020, the Issuers may redeem
during each 12 month period commencing with the Issue Date up to
10% of the original aggregate principal amount of the Euro Notes
and/or the Dollar Notes, from time to time, at a redemption price
equal to 103% of the principal amount of the Notes redeemed, plus
accrued and unpaid interest and Additional Amounts (as defined in
the Indenture), if any, to the applicable redemption date.
On or after January 15, 2020, the Issuers may redeem all, or
from time to time a part, of the Euro Notes and/or the Dollar Notes
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 forth below:
Redemption Price
Year Euro Notes Dollar Notes
2020 102.000% 102.500%
2021 101.333% 101.667%
2022 100.667% 100.833%
2023 and thereafter 100.000% 100.000%
In addition, at any time prior to January 15, 2018, the Issuers
may redeem up to 40% of the respective Notes with the net proceeds
of one or more specified equity offerings at a redemption price of
104.000% of the principal amount of the Euro Notes and/or 105.000%
of the principal amount of the Dollar Notes redeemed, in each case,
plus accrued and unpaid interest and Additional Amounts, if any, to
the date of redemption. In the event of a change of control or sale
of certain assets, the Issuers may be required to make an offer to
purchase the relevant Notes.
The Notes will be senior obligations of each Issuer. The Notes
will rank equally in right of payment with all existing and future
indebtedness of the Issuers that is not subordinated in right of
payment to the Notes and will be senior in right of payment to all
existing and future indebtedness of the Issuers that is
subordinated in right of payment to the Notes. The Notes will be
guaranteed on a senior basis by Unitymedia KabelBW GmbH and certain
of its subsidiaries and, by no later than January 25, 2015 (such
grant date, the "Collateral Grant Date"), will be secured by the
same assets that secure the Existing Senior Secured Notes, the
Super Senior Revolving Credit Facility and the Senior Revolving
Credit Facility (in each case, as defined in the Indenture). Prior
to the Collateral Grant Date, the Notes will be unsecured.
The Issuers expect the offering of the Notes to close on the
Issue Date. The Issuers intend to use the net proceeds of the
offering to refinance certain of their existing indebtedness
(including the Issuers' 735.1 million ($904.5 million at the
transaction date) 7 1/2% senior secured notes due 2019, the
Issuers' $459.3 million 7 1/2% senior secured notes due 2019 and
certain revolving indebtedness under the Senior Revolving Credit
Facility) and for general corporate purposes. The Indenture will be
filed with the Securities and Exchange Commission as an exhibit on
Form 8-K after the completion of the offering of the Notes.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1570585/000157058514000229/a8-kdecember52014umkbwdebt.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1570585/000157058514000229/0001570585-14-000229-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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