UPC Holding (together with its subsidiaries and their related
businesses, the “UPC Group”), today announces that its
parent, Liberty Global plc (“Liberty Global”) and Sunrise
have entered into a binding agreement (the “Acquisition
Agreement”) for the acquisition by Sunrise of the UPC Group’s
Swiss operation. Sunrise will acquire the business inclusive of the
UPC Group’s existing senior and senior secured notes (as set out
below) (the “Proposed Acquisition”).
UPC Holding has outstanding the following debt securities listed
on the Irish Stock Exchange:
- $550,000,000 original aggregate
principal amount of 5.500% Senior Notes due 2028 (Rule 144A CUSIP:
90320LAG2; ISIN: US90320LAG23; Regulation S CUSIP: N9T41QAG3; ISIN:
USN9T41QAG33) (the “2028 Senior Notes”); and
- €635,000,000 original aggregate
principal amount of 3.875% Senior Notes due 2029 (Rule 144A common
code: 162996983; ISIN: XS1629969830; Regulation S common code:
162996932; ISIN: XS1629969327) (the “2029 Senior
Notes”).
UPCB IV has outstanding the following debt securities listed on
the Irish Stock Exchange:
- €600,000,000 original aggregate
principal amount of 4.000% Senior Secured Notes due 2027 (Rule 144A
common code: 111729808; ISIN: XS1117298080; Regulation S common
code: 111729760; ISIN: XS1117297603) (the “2027 Senior Secured
Notes”); and
- $1,140,000,000 original aggregate
principal amount of 5.375% Senior Secured Notes due 2025 (Rule 144A
CUSIP: US90320MAA3; ISIN: US90320MAA36; Regulation S CUSIP:
G9300MAA0; ISIN: USG9300MAA02) (the “2025 Senior Secured
Notes”).
UPCB VII has outstanding the following debt securities listed on
the Irish Stock Exchange:
- €600,000,000 original aggregate
principal amount of 3.625% Senior Secured Notes due 2029 (Rule 144A
common code: 163425319; ISIN: XS1634253196; Regulation S common
code: 163425262; ISIN: XS1634252628) (the “2029 Senior Secured
Notes”, together with the 2028 Senior Notes, the 2029 Senior
Notes, the 2027 Senior Secured Notes and the 2025 Senior Secured
Notes, the “Notes”).
Closing of the Proposed Acquisition is subject to regulatory
approval, which is expected to occur prior to year-end 2019, and
approval by Sunrise’s shareholders with respect to an associated
capital increase. There is no guarantee that the Proposed
Acquisition will be consummated.
Further details regarding the Proposed Acquisition are set forth
in Liberty Global’s announcement, dated today, which is available
on Liberty Global’s web site (www.libertyglobal.com).
Following the closing of the Proposed Acquisition, the UPC
Group’s business will comprise its Swiss operation, and Liberty
Global will retain the UPC Group’s operations in Poland and
Slovakia. The Proposed Acquisition, if consummated as contemplated
under the terms of the Acquisition Agreement, will not constitute a
Change of Control (as defined in the respective indentures
governing the Notes) under any of the Notes. The UPC Group’s
existing Term Loan AR is expected to be repaid in full at or prior
to closing of the Proposed Acquisition.
This communication is for information purposes only and does
not constitute or form part of, and should not be construed as, an
offer to sell or the solicitation of an offer to buy, or of
consents under, any securities (including the Notes) in any
jurisdiction, including the United States or an inducement to enter
into investment activity.
Disclosure of inside information by UPC Holding, UPCB IV and
UPCB VII under Article 17(1) of Regulation (EU) 596/2014.
UPC Holding:The DirectorsUPC Holding
B.V.Boeingavenue 531119 PE Schiphol-RijkThe
NetherlandsFacsimile No.: +31 20 778 9841
UPCB IV:The DirectorsUPCB Finance IV
LimitedPO Box 1093, Boundary HallCricket
SquareGrand Cayman, KY1-1102Cayman
IslandsFacsimile No.: +1 345 945 7100
UPCB VII:The DirectorsUPCB Finance VII
LimitedPO Box 1093, Boundary HallCricket
SquareGrand Cayman, KY1-1102Cayman
IslandsFacsimile No.: +1 345 945 7100
Issued by: UPC Holding, UPCB IV and UPCB VII
About the UPC Group
The UPC Group provides market-leading triple- and quad-play
services through next-generation networks and innovative technology
platforms across seven countries that connected 2.8 million
customers subscribing to 5.7 million television, internet and
fixed-line telephony services as of December 31, 2018. In addition,
the UPC Group served 150,000 mobile subscribers at December 31,
2018.
This announcement is not directed at, or intended for
distribution to or use by any person or entity that is a citizen or
resident or located in any locality, state, country or other
jurisdiction where such distribution or use would be contrary to
law or regulation or which would require any registration or
licensing.
The securities of UPC Holding, UPCB IV and UPCB VII have not
been and will not be registered under the U.S. Securities Act of
1933, as amended (the “Securities Act”), or with any
securities regulatory authority of any state or jurisdiction of the
United States, and may not be offered, sold, resold or otherwise
transferred, directly or indirectly, in or into the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities law of any state or
other jurisdiction of the United States.
This announcement contains, or incorporates by reference,
“forward-looking statements.” These forward-looking statements may
be identified by the use of forward-looking terminology, including
the terms “believes,” “estimates,” “anticipates,” “projects,”
“expects,” “intends,” “aims,” “plans,” “predicts,” “may,” “will,”
“seeks,” “could,” “would,” “shall” or “should” or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters
that are not historical facts and include statements regarding the
intentions, beliefs or current expectations of the UPC Group
concerning, among other things, the Proposed Acquisition and UPC
Group’s results of operations, financial condition, prospects,
growth, strategies and the industries in which the UPC Group
operates.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future or are beyond
the UPC Group’s control, and that could cause actual results to
differ materially from those expressed or implied by these
statements. These risks and uncertainties include the ability to
obtain regulatory approval for the transaction, approval by
Sunrise’s shareholders, Liberty Global’s and Sunrise’s ability to
achieve other customary closing conditions for the transaction, as
well as other factors detailed from time to time in Liberty
Global’s filings with the Securities and Exchange Commission and
relating to the UPC Group, including our most recently filed Form
10-K. Forward-looking statements are not guarantees of future
performance and are based on one or more assumptions relating to
the UPC Group’s actual results of operations and financial
condition and the development of the industries in which the UPC
Group operates may differ materially from those suggested by the
forward-looking statements contained in, or incorporated by
reference into, this announcement. In addition, even if the UPC
Group’s actual results of operations, financial condition and the
development of the industries in which the UPC Group operates are
consistent with the forward-looking statements contained in this
announcement, those results or developments may not be indicative
of results or developments in subsequent periods.
The forward-looking statements contained in, or incorporated by
reference into, this announcement speak only as of the date of this
announcement. The UPC Group expressly disclaims any obligations or
undertaking to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required to do so by applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20190227005696/en/
Liberty GlobalInvestor Relations:John Rea, +1 303
220 4238
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