LONDON–(BUSINESS WIRE)–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
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 B.V.
1119 PE Schiphol-Rijk
No.: +31 20 778 9841
UPCB Finance IV Limited
Box 1093, Boundary Hall
+1 345 945 7100
UPCB Finance VII
PO Box 1093, Boundary Hall
+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.
John Rea, +1
303 220 4238