Attached files
| file | filename |
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| EX-4.1 - EXHIBIT 4.1 - Liberty Global plc | ex41march2018telenetrefico.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 2, 2018
Liberty Global plc
(Exact Name of Registrant as Specified in Charter)
England and Wales | 001-35961 | 98-1112770 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification #) | ||
Griffin House, 161 Hammersmith Rd, London, United Kingdom
W6 8BS
(Address of Principal Executive Office)
+44.208.483.6449 or 303.220.6600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Telenet Financing USD LLC (“Telenet Financing USD”) has entered into the financing described below by way of an additional facility to be drawn under the credit agreement originally dated August 1, 2007, as amended from time to time (the “Credit Agreement”). Telenet Financing USD is an indirect wholly-owned subsidiary of Telenet BVBA (the “Company”), the Company is an indirect wholly-owned subsidiary of Telenet Group Holding NV/SA, and Telenet Group Holding NV/SA is an indirect majority-owned subsidiary of Liberty Global plc.
On March 2, 2018, Telenet Financing USD as borrower and The Bank of Nova Scotia as facility agent, among others, entered into a $300.0 million additional facility accession agreement (the “Additional Facility AL2 Accession Agreement”). Under the terms of the Additional Facility AL2 Accession Agreement, certain lenders have agreed to provide a $300.0 million term loan facility (“Facility AL2”) to Telenet Financing USD by way of upsizing the term loan AL facility (“Facility AL”) outstanding under the $1.3 billion additional facility AL accession agreement dated December 1, 2017 pursuant to the Credit Agreement. On and from the Effective Date (as defined in the Additional Facility AL2 Accession Agreement), Facility AL2 and Facility AL shall constitute and be considered as, a single Telenet additional facility under the Credit Agreement.
Under the terms of the Additional Facility AL2 Accession Agreement, Facility AL2 is to be issued at par. The final maturity date for Facility AL2 will be March 1, 2026. Facility AL2 will bear interest at a rate of LIBOR plus 2.50% per annum subject to a LIBOR floor of 0%. Facility AL2 can be utilized by Telenet Financing USD for its general corporate purposes and/or working capital purposes, including without limitation, the redemption, refinancing, repayment or prepayment of existing indebtedness of the Group (as defined in the Credit Agreement) and the payment of any fees and expenses in connection with Facility AL2 or other transactions related thereto.
The net proceeds from Facility AL2, together with existing cash, will be used to prepay in full to Telenet Finance V Luxembourg S.C.A. the outstanding term loan V Facility made available by it under the €250.0 million ($307.9 million at the March 2, 2018 exchange rate) additional facility accession agreement dated August 16, 2012 and fees, costs and expenses related to such refinancing. Telenet Finance V Luxembourg S.C.A. will subsequently use the proceeds of such prepayment to redeem in full the €250.0 million 6.75% senior secured notes due 2024.
The Additional Facility AL2 Accession Agreement provides that the lenders under Facility AL2 consent to the amendments to the covenants and other provisions of the Credit Agreement and the Finance Documents (as defined in the Credit Agreement) outlined in the Additional Facility AL2 Accession Agreement (including in the schedules thereto). Once the consent of the requisite lenders is obtained under the Credit Agreement, such amendments may be implemented at the election of the Company.
The foregoing descriptions of Facility AL2 and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Additional Facility AL2 Accession Agreement, a copy of which is attached hereto as Exhibit 4.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LIBERTY GLOBAL PLC | ||
By: | /s/ RANDY L. LAZZELL | |
Randy L. Lazzell | ||
Vice President | ||
Date: March 8, 2018
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