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”), Telenet International Finance S.à r.l. (“Telenet International Finance”) and Telenet BVBA entered into the financing described below by way of additional facilities drawn under the credit agreement originally dated August 1, 2007, as amended from time to time (the “Credit Agreement”). Telenet Financing USD is a direct wholly-owned subsidiary of Telenet Group Holding NV and Telenet International Finance is a direct wholly-owned subsidiary of Telenet BVBA, Telenet BVBA is an indirect wholly-owned subsidiary of Telenet Group Holding NV, and Telenet Group Holding NV is an indirect majority-owned subsidiary of Liberty Global plc.
On October 3, 2019, Telenet Financing USD, Telenet BVBA and The Bank of Nova Scotia as facility agent, among others, entered into a $220.0 million additional facility accession agreement (the “Additional Facility AN3 Accession Agreement”) pursuant to the Credit Agreement. Under the terms of the Additional Facility AN3 Accession Agreement, certain lenders have agreed to provide a $220.0 million term loan facility (“Facility AN3”) to Telenet Financing USD by way of upsizing the term loan AN facility (as upsized by the Term Loan AN2 Facility) (“Facility AN”) outstanding under the $1.6 billion additional facility AN accession agreement dated May 24, 2018 and $475.0 million additional facility AN2 accession agreement dated August 8, 2018 pursuant to the Credit Agreement. On and from the Effective Date (as defined in the Additional Facility AN3 Accession Agreement), Facility AN3 and Facility AN shall constitute and be considered as, a single Telenet additional facility under the Credit Agreement.
Under the terms of the Additional Facility AN3 Accession Agreement, Facility AN3 is to be issued at par. The final maturity date for Facility AN3 will be August 15, 2026. Facility A3 will bear interest at a rate of LIBOR plus 2.25% per annum subject to a LIBOR floor of 0%. Facility AN3 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 AN3 or other transactions related thereto.
On October 3, 2019, Telenet International Finance, Telenet BVBA and The Bank of Nova Scotia as facility agent, among others, entered into a €175.0 million ($191.1 million at the October 3, 2019 exchange rate) additional facility accession agreement (the “Additional Facility AO3 Accession Agreement”) pursuant to the Credit Agreement. Under the terms of the Additional Facility AO3 Accession Agreement, certain lenders have agreed to provide a €175.0 million term loan facility (“Facility AO3”) to Telenet International Finance by way of upsizing the term loan AO facility (as upsized by the Term Loan AO2 Facility) (“Facility AO”) outstanding under the €730.0 million ($800.4 million at the October 3, 2019 exchange rate) additional facility AO accession agreement dated May 25, 2018 and the €205.0 million ($224.8 million at the October 3, 2019 exchange rate) additional facility AO2 accession agreement dated August 8, 2018 pursuant to the Credit Agreement. On and from the Effective Date (as defined in the Additional Facility AO3 Accession Agreement), Facility AO3 and Facility AO shall constitute and be considered as, a single Telenet additional facility under the Credit Agreement.
Under the terms of the Additional Facility AO3 Accession Agreement, Facility AO3 is to be issued at 100.25% of par. The final maturity date for Facility AO3 will be December 15, 2027. Facility AO3 will bear interest at a rate of EURIBOR plus 2.50% per annum subject to a EURIBOR floor of 0%. Facility AO3 can be utilized by Telenet International Finance 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 AO3 or other transactions related thereto.
The Additional Facility AN3 Accession Agreement and the Additional Facility AO3 Accession Agreement provide that the lenders under Facility AN3 and Facility AO3 (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 AN3 Accession Agreement and the Additional Facility AO3 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 Telenet BVBA.
The foregoing descriptions of Facility AN3 and Facility AO3 and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Additional Facility AN3 Accession Agreement, a copy of which is attached hereto as Exhibit 4.1, and the Additional Facility AO3 Accession Agreement, a copy of which is attached hereto as Exhibit 4.2.