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 23, 2015.
Virgin Media Inc. (Virgin Media) is a wholly-owned subsidiary of
Liberty Global plc. On April 23, 2015, Virgin Media Secured Finance
PLC (Virgin Media Secured Finance), a wholly-owned subsidiary of
Virgin Media, agreed to issue $500.0 million principal amount of
5.250% senior secured notes due January 15, 2026, in addition to
$500.0 million principal amount of 5.25% senior secured notes due
January 15, 2026, and 525.0 million principal amount of 4.875%
senior secured notes due January 15, 2027 that were previously
issued under an indenture dated March 30, 2015, as more fully
described below.
On March 30, 2015, Virgin Media Secured Finance issued (i)
$500.0 million principal amount of 5.25% senior secured notes due
January 15, 2026 (the Original 2026 VM Senior Secured Notes) and
(ii) 525.0 million ($811.5 million at the April 29, 2015 exchange
rate) principal amount of 4.875% senior secured notes due January
15, 2027 (the 2027 VM Senior Secured Notes). The net proceeds from
the Original 2026 VM Senior Secured Notes and the 2027 VM Senior
Secured Notes were used to (a) redeem 10% of the principal amount
of each of the following series of notes issued by Virgin Media
Secured Finance: (1) the 1,100.0 million ($1,700.3 million at the
April 30, 2015 exchange rate) principal amount of 6.0% senior
secured notes due April 15, 2021 (the April 2021 VM Sterling Senior
Secured Notes), (2) the $1.0 billion principal amount of 5.375%
senior secured notes due April 15, 2021 (the April 2021 VM Dollar
Senior Secured Notes and, together with the April 2021 VM Sterling
Senior Secured Notes, the April 2021 VM Senior Secured Notes) and
(3) the 430.0 million ($664.7 million at the April 30, 2015
exchange rate) principal amount of 5.5% senior secured notes due
January 15, 2025 (the 2025 VM Sterling Senior Secured Notes), each
at a redemption price equal to 103% of the applicable redeemed
principal amount in accordance with the indentures governing each
of the notes, and (b) prepay in full the existing 375.0 million
($579.6 million at the April 30, 2015 exchange rate) outstanding
principal amount of term loan A (VM Facility A) and $400.0 million
of the existing $2,755.0 million outstanding principal amount of
term loan B (VM Facility B), each under Virgin Media's senior
secured credit facility (the VM Credit Facility).
On April 23, 2015, Virgin Media Secured Finance agreed to issue
an additional $500.0 million principal amount of 5.250% senior
secured notes due January 15, 2026 (the Additional 2026 VM Senior
Secured Notes and, together with the Original 2026 VM Senior
Secured Notes, the 2026 VM Senior Secured Notes). The Additional
2026 VM Senior Secured Notes will be issued on April 30, 2015 at
101% of par. The net proceeds from the Additional 2026 VM Senior
Secured Notes are expected to be used to prepay $500.0 million of
the outstanding principal amount of VM Facility B under the VM
Credit Facility.
The 2026 VM Senior Secured Notes and the 2027 VM Senior Secured
Notes are senior obligations of Virgin Media Secured Finance that
rank equally with all of the existing and future senior debt of
Virgin Media Secured Finance and are senior to all existing and
future subordinated debt of Virgin Media Secured Finance. The 2026
VM Senior Secured Notes and the 2027 VM Senior Secured Notes are
guaranteed on a senior basis by Virgin Media and certain
subsidiaries of Virgin Media (the VM Senior Secured Guarantors) and
are secured by liens on substantially all of the assets of Virgin
Media Secured Finance and the VM Senior Secured Guarantors (except
for Virgin Media).
The 2026 VM Senior Secured Notes and the 2027 VM Senior Secured
Notes contain certain customary incurrence-based covenants. For
example, the ability to raise certain additional debt and make
certain distributions or loans to other subsidiaries of Liberty
Global is subject to a consolidated net leverage ratio test, as
specified in the indenture. In addition, the 2026 VM Senior Secured
Notes and the 2027 VM Senior Secured Notes provide that any failure
to pay principal prior to expiration of any applicable grace
period, or any acceleration with respect to other indebtedness of
75.0 million ($115.9 million at the April 30, 2015 exchange rate)
or more in the aggregate of VMIH or the restricted subsidiaries (as
specified in the indenture) is an event of default under the 2026
VM Senior Secured Notes and the 2027 VM Senior Secured Notes.
Subject to the circumstances described below, the 2026 VM Senior
Secured Notes are non-callable until January 15, 2020 and the 2027
VM Senior Secured Notes are non-callable until January 15, 2021
(the Call Dates). At any time prior to the applicable Call Date,
Virgin Media Secured Finance may redeem some or all of the 2026 VM
Senior Secured Notes or the 2027 VM Senior Secured Notes (as
applicable) by paying a "make-whole" premium, which is the present
value of all remaining scheduled interest payments to the
applicable Call Date using the discount rate (as specified in the
indenture) as of the redemption date plus 50 basis points.
Virgin Media Secured Finance may redeem some or all of the 2026
VM Senior Secured Notes or the 2027 VM Senior Secured Notes at the
following redemption prices (expressed as a percentage of the
principal amount) plus accrued and unpaid interest and additional
amounts (as specified in the indenture), 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 2026 VM
Senior
Secured Notes 2027 VM
Senior
Secured Notes
2020 102.625 % N.A.
2021 101.313 % 102.438 %
2022 100.656 % 101.219 %
2023 100.000 % 100.609 %
2024 and thereafter 100.000 % 100.000 %
Prior to the applicable Call Date, during each 12-month period
commencing on the date on which the 2026 VM Senior Secured Notes
and the 2027 VM Senior Secured Notes were issued, respectively,
Virgin Media Secured Finance may redeem up to 10% of the principal
amount of the 2026 VM Senior Secured Notes and the 2027 VM Senior
Secured Notes, respectively, at a redemption price equal to 103% of
the principal amount thereof plus accrued and unpaid interest up to
(but excluding) the redemption date.
If VMIH or the restricted subsidiaries (as specified in the
indenture) sell certain assets or if Virgin Media Communications
Limited or certain of its subsidiaries experience specific changes
in control, Virgin Media Secured Finance must offer to repurchase
the relevant notes at a redemption price of 101%.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/1570585/000119312515157054/d919012d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1570585/000119312515157054/0001193125-15-157054-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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