Liberty Global PLC (LBTYA) filed a Form 8K - Direct or
off-Balance Sheet Financial Obligation - with the U.S Securities
and Exchange Commission on March 14, 2014.
On March 14, 2014, Virgin Media Secured Finance PLC (the
"Company"), Virgin Media Inc. (each a subsidiary of Liberty Global
plc) and certain subsidiaries of Virgin Media Inc. entered into a
purchase agreement (the "Purchase Agreement") with Deutsche Bank
AG, London Branch, as the sterling representative and Deutsche Bank
Securities Inc. as the dollar representative of the several initial
purchasers named therein (collectively, the "Initial Purchasers"),
pursuant to which the Company agreed to sell, subject to the terms
and conditions set forth therein, (i) $425.0 million aggregate
principal amount of its 5 1/2% senior secured notes due 2025 (the
"Dollar Notes"), (ii) 430.0 million ($714.9 million at the March
14, 2014 exchange rate) aggregate principal amount of its 5 1/2%
senior secured notes due 2025 (the "2025 Sterling Notes") and (iii)
225.0 million ($374.1 million at the March 14, 2014 exchange rate)
aggregate principal amount of its 6 1/4% senior secured notes due
2029 (the "2029 Sterling Notes" and, together with the 2025
Sterling Notes and the Dollar Notes, the "Notes") 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 be issued pursuant to an indenture (the
"Indenture") among the Company, the guarantors named therein and
The Bank of New York Mellon, acting through its London Branch, as
trustee, that will be executed in connection with the completion of
the offering of the Notes. The Dollar Notes and the 2025 Sterling
Notes will mature on January 15, 2025, and the 2029 Sterling Notes
will mature on March 28, 2029. Interest on the Notes will be
payable semi-annually on each January 15 and July 15, beginning on
January 15, 2015.
Some or all of the Notes may be redeemed at any time prior to
January 15, 2019 (with respect to the 2025 Sterling Notes and the
Dollar Notes) and January 15, 2021 (with respect to the 2029
Sterling 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 and 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. The
Notes may be redeemed at any time on or after January 15, 2019
(with respect to the 2025 Sterling Notes and the Dollar Notes) and
January 15, 2021 (with respect to the 2029 Sterling Notes) at the
following redemption prices (expressed as a percentage of the
principal amount) plus accrued and unpaid interest and Additional
Amounts (as defined 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 2025 Sterling Notes and Dollar Notes 2029 Sterling
Notes
2019 102.750% N.A.
2020 101.833% N.A.
2021 100.000% 103.125%
2022 100.000% 102.083%
2023 100.000% 101.042%
2024 and thereafter 100.000% 100.000%
In addition, at any time prior to January 15, 2017, the Company
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
105.500% of the principal amount of the 2025 Sterling Notes and/or
Dollar Notes and 106.250% of the principal amount of the 2029
Sterling Notes, 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 Company may be
required to make an offer to purchase the relevant Notes.
The Notes will be senior obligations of the Company. The Notes
will rank equally in right of payment with all existing and future
indebtedness of the Company 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 Company that is
subordinated in right of payment to the Notes. The Notes will be
guaranteed on a senior basis by Virgin Media Inc. and certain of
its subsidiaries and will be secured by the same property and
assets that secure the existing senior secured notes of the Company
and loans under the senior facilities agreement dated June 7, 2013
(as amended or supplemented), between, among others, Virgin Media
Investment Holdings Limited, as borrower, The Bank of Nova Scotia,
as facility agent and Deutsche Bank AG, London Branch as security
agent.
The Company expects the offering of the Notes to close on March
28, 2014. The Company intends to use the net proceeds from the sale
of the Notes to redeem on April 14, 2014 all of the Company's
outstanding 875.0 million ($1,454.7 million) 7.00% Senior Secured
Notes due 2018, including related premium, fees and expenses. 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/1570585/000157058514000060/a8-kmarch202014vm2024notes.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/1570585/000157058514000060/0001570585-14-000060-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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