UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
i Liberty Global plc
(Exact Name of Registrant as Specified in Charter)
|
| | | | |
i England
and Wales | | | | i 98-1112770 |
(State
or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification #) |
i Griffin House, i 161
Hammersmith Rd, i London, i United Kingdom
i W6
8BS
(Address of Principal Executive Office)
+ i 44. i 208. i 483.6449
or 303.220.6600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: |
| | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | |
i Class
A ordinary shares | i LBTYA | i Nasdaq Global Select Market |
i Class
B ordinary shares | i LBTYB | i Nasdaq Global Select Market |
i Class
C ordinary shares | i LBTYK | i Nasdaq Global Select Market |
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:
i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐
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 i ☐
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. ☐
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
UPC Broadband Holding B.V. (“UPC Broadband”) and UPC Financing Partnership (“UPC Financing”) entered into the financing described below by way of additional facilities drawn under the credit agreement originally dated January 16, 2004, as amended from time to time (the “Credit Agreement”). UPC Broadband and UPC Financing are direct wholly-owned subsidiaries of UPC Holding B.V. and UPC Holding B.V. is an indirect wholly-owned subsidiary of Liberty Global plc.
On
January 31, 2020, UPC Financing and The Bank of Nova Scotia as facility agent, among others, entered into a $700.0 million additional facility accession agreement (the “Additional Facility AT Accession Agreement”) pursuant to the Credit Agreement. Under the terms of the Additional Facility AT Accession Agreement, certain lenders have agreed to provide a $700.0 million term loan facility (“Facility AT”) to UPC Financing, which amount is to be issued at 99.75% of par.
The final maturity date for Facility AT will be 30 April 2028. Facility AT will bear interest at a rate of LIBOR plus 2.25% per annum subject to a LIBOR floor of 0%. Facility AT can be utilized by UPC Financing for its general
corporate purposes and/or working capital purposes, including without limitation, the redemption, refinancing, repayment or prepayment of any existing indebtedness of the Borrower Group (as defined in the Credit Agreement) and/or the payment of any fees and expenses in connection with Facility AT and the other transactions related thereto.
On January 31, 2020, UPC Broadband and The Bank of Nova Scotia as facility agent, among others, entered into a €400.0 million ($443.3 million at the January 31, 2020 exchange rate) additional facility accession agreement (the “Additional Facility AU Accession Agreement”) pursuant to the Credit Agreement. Under the terms of the Additional Facility AU Accession Agreement, certain lenders have agreed
to provide a €400.0 million term loan facility (“Facility AU”) to UPC Broadband, which amount is to be issued at 99.875% of par.
The final maturity date for Facility AU will be 30 April 2029. Facility AU will bear interest at a rate of EURIBOR plus 2.50% per annum subject to a EURIBOR floor of 0%. Facility AU can be utilized by UPC Broadband for its general corporate purposes and/or working capital purposes, including without limitation, the redemption, refinancing, repayment or prepayment of any existing indebtedness of the Borrower Group and/or the payment of any fees and expenses in connection with Facility AU and the other transactions related thereto.
The proceeds from Facility AU, together with the proceeds from Facility AT, will
be used to prepay in full the outstanding Facility AL and Facility AL2 (each as defined in the relevant accession agreement) under the Credit Agreement and fees, costs and expenses related to such refinancing. In turn, UPCB Finance IV Limited as Additional Facility AL Lender and Additional Facility AL2 Lender will use such proceeds to redeem in full the outstanding principal amount of USD-denominated notes under the $800.0 million 5.375% Senior Secured Notes due 2025 and the $340.0 million 5.375% Senior Secured Notes due 2025.
The Additional Facility AT Accession Agreement and the Additional Facility AU Accession Agreement provide that the lenders under Facility AT and Facility AU (as applicable) 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
AT Accession Agreement and the Additional Facility AU Accession Agreement (as applicable) (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 UPC Broadband.
The foregoing descriptions of Facility AT and Facility AU and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Additional Facility AT Accession Agreement, a copy of which is attached hereto as Exhibit 4.1, and the Additional Facility AU Accession Agreement, a copy of which is attached hereto as Exhibit 4.2.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | | Name |
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4.1 | | |
4.2 | | |
101.SCH | | Inline XBRL Taxonomy Extension Schema
Document |
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101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB | | Inline
XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| | |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL
and contained in Exhibit 101) |
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.
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| LIBERTY
GLOBAL PLC |
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| By: | |
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| | Vice
President |
