8-K/A 1 a14-9870_18ka.htm 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

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 14, 2014

 

 

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 #)

 

38 Hans Crescent, London, England

SW1X 0LZ

(Address of Principal Executive Office)

 

+44.20.7190.6449 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))

 

 

 


 

Item 2.03.                                        Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

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 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 5½% 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 5½% 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 6¼% senior secured notes due 2029 (the “Original 2029 Sterling Notes” and, together with the 2025 Sterling Notes and the Dollar Notes, the “Original 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 “Securities Act”).

 

The Original Notes were issued on March 28, 2014 (the “Original Issue Date”) 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 was executed in connection with the completion of the offering of the Notes.  The following description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, a copy of which is filed with this report as Exhibit 4.1 and is incorporated herein by reference.

 

On April 1, 2014, the Company, Virgin Media Inc. and certain subsidiaries of Virgin Media Inc. entered into a purchase agreement with Golden Sachs International (the “Initial Purchaser”), pursuant to which the Company agreed to sell, subject to the terms and conditions set forth therein, £175.0 million ($291.3 million at the April 1, 2014 exchange rate) aggregate principal amount of its 6¼% senior secured notes due 2029 (the “Additional Notes” and, together with the Original 2029 Sterling Notes, the “2029 Sterling Notes”) to the Initial Purchasers in a private offering in accordance with Rule 144A and Regulation S under the Securities Act.  The Dollar Notes, the 2025 Sterling Notes and the 2029 Sterling Notes are referred to as the “Notes.”

 

The Additional Notes will be issued as additional notes under the Indenture. The Additional Notes and the Original 2029 Sterling Notes will be treated as a single class under the Indenture for purposes of redemptions and offers to purchase and, except as otherwise stated herein, the Additional Notes and the Original Notes will be treated as a single class for all other purposes under the Indenture including with respect to waivers and amendments.  The Additional Notes were sold at an offering price of 101.75% of par plus accrued interest from the Original Issue Date.

 

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%

 

 

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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 Original Notes are, and the Additional Notes will be, senior obligations of the Company. The Original Notes rank, and the Additional 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 are, 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 Original Notes are, and the Additional Notes will be, guaranteed on a senior basis by Virgin Media Inc. and certain of its subsidiaries and are, 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 offering of the Original Notes closed on March 28, 2014, and the Company expects the offering of the Additional Notes to close on April 4, 2014.  The Company will use the net proceeds from the sale of the Original 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 Company intends to use the net proceeds from the sale of the Additional Notes, together with any proceeds from a proposed new term loan under the Virgin Media credit facility, to repay all or a portion of Term Loan C under the Virgin Media credit facility and/or redeem a portion of the Company’s outstanding $1.0 billion 6.50% Senior Secured Notes due 2018, including related premium, fees and expenses.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Name

4.1

 

Indenture dated March 28, 2014 between Virgin Media Secured Finance PLC, The Bank of New York Mellon, London Branch, as trustee, transfer agent and principal paying agent, The Bank of New York Mellon as paying agent, and The Bank of New York Mellon (Luxembourg) S.A., as registrar.

 

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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: April 3, 2014

 

 

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Exhibit Index

 

Exhibit No.

 

Name

4.1

 

Indenture dated March 28, 2014 between Virgin Media Secured Finance PLC, The Bank of New York Mellon, London Branch, as trustee, transfer agent and principal paying agent, The Bank of New York Mellon as paying agent, and The Bank of New York Mellon (Luxembourg) S.A., as registrar.

 

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