XML 110 R14.htm IDEA: XBRL DOCUMENT v2.4.0.8
Debt and Capital Lease Obligations
 6 Months Ended
Jun. 30, 2013
Debt and Capital Lease Obligations [Abstract]  
Debt and Capital Lease Obligations
Debt and Capital Lease Obligations

The U.S. dollar equivalents of the components of our consolidated debt and capital lease obligations are as follows:
 
June 30, 2013
 
 
 
Carrying value (d)
Weighted
average
interest
rate (a)
 
Unused borrowing
capacity (b)
 
Estimated fair value (c)
Borrowing
currency
 
U.S. $
equivalent
 
June 30, 2013
 
December 31, 2012
 
June 30, 2013
 
December 31, 2012
 
 
 
in millions
Debt:
 
 
 
 
VM Credit Facility
3.77
%
 
£
660.0

 
$
1,002.1

 
$
4,211.0

 
$
—

 
$
4,217.3

 
$
—

VM Notes
6.36
%
 
 
—

 
—

 
8,619.5

 
—

 
8,727.9

 
—

VM Convertible Notes (e)
6.50
%
 
 
—

 
—

 
385.0

 
—

 
153.5

 
—

UPC Broadband Holding Bank Facility
3.72
%
 
€
1,046.2

 
1,360.6

 
5,441.0

 
5,494.4

 
5,450.4

 
5,466.8

UPC Holding Senior Notes
7.53
%
 
 
—

 
—

 
3,005.9

 
3,190.0

 
2,941.2

 
2,905.9

UPCB SPE Notes
6.88
%
 
 
—

 
—

 
4,298.6

 
4,502.3

 
4,121.5

 
4,145.2

Unitymedia KabelBW Notes
7.03
%
 
 
—

 
—

 
7,436.2

 
7,416.5

 
7,254.2

 
6,815.5

Unitymedia KabelBW Revolving Credit Facilities
3.22
%
 
€
417.5

 
543.0

 
—

 
—

 
—

 
—

Telenet Credit Facility
3.61
%
 
€
158.0

 
205.5

 
1,830.1

 
1,860.0

 
1,826.8

 
1,853.7

Telenet SPE Notes
5.92
%
 
 
—

 
—

 
2,642.9

 
2,777.6

 
2,602.4

 
2,641.0

Sumitomo Collar Loan
1.88
%
 
 
—

 
—

 
996.4

 
1,175.1

 
946.5

 
1,083.6

Liberty Puerto Rico Bank Facility (f)
6.88
%
 
$
25.0

 
25.0

 
654.2

 
667.0

 
657.8

 
663.9

LGE Margin Loan
3.05
%
 
 
—

 
—

 
598.2

 
—

 
598.2

 
—

Vendor financing (g)
3.72
%
 
 
—

 
—

 
344.8

 
276.8

 
344.8

 
276.8

Other
8.60
%
 
CLP
4,410.0

 
8.7

 
300.8

 
282.5

 
300.8

 
282.5

Total debt
5.68
%
 
 
 
 
$
3,144.9

 
$
40,764.6

 
$
27,642.2

 
40,143.3

 
26,134.9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital lease obligations:
 
 
 
 
 
 
 
 
 
 
 
 
 
Unitymedia KabelBW
 
910.7

 
937.1

Telenet
 
422.2

 
405.1

Virgin Media
 
370.2

 
—

Other subsidiaries
 
57.8

 
47.4

Total capital lease obligations
 
1,760.9

 
1,389.6

Total debt and capital lease obligations
 
41,904.2

 
27,524.5

Current maturities
 
(845.0
)
 
(363.5
)
Long-term debt and capital lease obligations
 
$
41,059.2

 
$
27,161.0

_______________ 

(a)
Represents the weighted average interest rate in effect at June 30, 2013 for all borrowings outstanding pursuant to each debt instrument including any applicable margin. The interest rates presented represent stated rates and do not include the impact of our interest rate derivative contracts, deferred financing costs, original issue premiums or discounts or commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums and discounts and commitment fees, but excluding the impact of financing costs, our weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was approximately 6.8% at June 30, 2013.  For information concerning our derivative instruments, see note 4.

(b)
Unused borrowing capacity represents the maximum availability under the applicable facility at June 30, 2013 without regard to covenant compliance calculations or other conditions precedent to borrowing. At June 30, 2013, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities based on the applicable leverage and other financial covenants, except as noted below. At June 30, 2013, our availability under the UPC Broadband Holding Bank Facility (as defined and described below) and the CLP 60.0 billion ($118.1 million) term loan bank facility of VTR Wireless (the VTR Wireless Bank Facility) was limited to €508.7 million ($661.6 million) and CLP 1.9 billion ($3.7 million), respectively, and our availability under the bank credit facility of Liberty Puerto Rico (the Liberty Puerto Rico Bank Facility) was effectively limited to the amounts drawn at June 30, 2013. When the relevant June 30, 2013 compliance reporting requirements have been completed and assuming no changes from June 30, 2013 borrowing levels, we anticipate that our availability under the UPC Broadband Holding Bank Facility, the VM Credit Facility (as defined and described below), Unitymedia KabelBW’s revolving credit facilities and the Liberty Puerto Rico Bank Facility will be limited to €365.2 million ($475.0 million), £501.4 million ($761.3 million), €80.0 million ($104.0 million) and $14.7 million, respectively. In addition to the limitations noted above, the debt instruments of our subsidiaries contain restricted payment tests that limit the amount that can be loaned or distributed to other Liberty Global subsidiaries and ultimately to Liberty Global. At June 30, 2013, these restrictions did not impact our ability to access the borrowing availability of our subsidiaries to satisfy our corporate liquidity needs beyond what is described above, except that none of the availability under the VM Credit Facility, Unitymedia KabelBW’s revolving credit facilities or the Liberty Puerto Rico Bank Facility was available on such date to be loaned or distributed to other Liberty Global subsidiaries and ultimately to Liberty Global.

(c)
The estimated fair values of our debt instruments were determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy) or, when quoted market prices are unavailable or not considered indicative of fair value, discounted cash flow models (mostly Level 2 of the fair value hierarchy).  The discount rates used in the cash flow models are based on the market interest rates and estimated credit spreads of the applicable entity, to the extent available, and other relevant factors. For additional information concerning fair value hierarchies, see note 5.

(d)
Amounts include the impact of premiums and discounts, where applicable.

(e)
The $2,716.8 million fair value of the VM Convertible Notes (as defined and described below) on the date of the Virgin Media Acquisition includes $1,056.8 million that we allocated to a debt component and $1,660.0 million that we allocated to an equity component. See the related discussion below for additional information. The amount reported in the estimated fair value column for the VM Convertible Notes represents the estimated fair value of the remaining VM Convertible Notes outstanding as of June 30, 2013, including both the debt and equity components.

(f)
In May 2013, we obtained a waiver for a technical default under the Liberty Puerto Rico Bank Facility.  The default was identified in connection with our review of the financial statements of OneLink for periods prior to our November 8, 2012 acquisition of OneLink.  As a result of this review and a review of the related compliance certificates furnished to lenders, we concluded during the second quarter of 2013 that materially misstated financial information had been provided to lenders for the 2012 reporting periods prior to and including September 30, 2012.  The furnishing of this materially misstated financial information to lenders constituted a technical default under the Liberty Puerto Rico Bank Facility, but did not create a cross default in any of our other debt agreements.

(g)
Represents amounts owed pursuant to interest-bearing vendor financing arrangements that are generally due within one year. At June 30, 2013 and December 31, 2012, the amounts owed pursuant to these arrangements include $29.5 million and $29.1 million, respectively, of value-added taxes that were paid on our behalf by the vendor. Repayments of vendor financing obligations are included in repayments and repurchases of debt and capital lease obligations in our condensed consolidated cash flow statements.

VM Credit Facility

On June 7, 2013, VMIH, together with certain other subsidiaries of Virgin Media as borrowers and guarantors (the Virgin Media Borrowing Group) entered into a new senior secured credit facility agreement (the VM Credit Facility), pursuant to which the lenders thereunder agreed to provide the borrowers with (i) a £375.0 million ($569.4 million) term loan (VM Facility A), (ii) a $2,755.0 million term loan (VM Facility B), (iii) a £600.0 million ($911.0 million) term loan (VM Facility C and, together with VM Facility A and VM Facility B, the VM Term Loans) and (d) a £660.0 million ($1,002.1 million) revolving credit facility (the VM Revolving Facility). With the exception of the VM Revolving Facility, all available amounts were borrowed under the VM Credit Facility in June 2013.

The VM Credit Facility requires that members of the Virgin Media Borrowing Group that generate not less than 80% of such group's EBITDA (as defined in the VM Credit Facility) in any financial year, guarantee the payment of all sums payable under the VM Credit Facility and such group members are required to grant first-ranking security over all or substantially all of their assets to secure the payment of all sums payable. In addition, the holding company of each borrower must give a share pledge over its shares in such borrower.

In addition to mandatory prepayments which must be made for certain disposal proceeds (subject to certain de minimis thresholds), the lenders may cancel their commitments and declare the loans due and payable after 30 business days following the occurrence of a change of control in respect of the Virgin Media Borrowing Group, subject to certain exceptions.

The VM Credit Facility contains certain customary events of default, the occurrence of which, subject to certain exceptions and materiality qualifications, would allow the lenders to (a) cancel the total commitments, (b) accelerate all outstanding loans and terminate their commitments thereunder and/or (c) declare that all or part of the loans be payable on demand. The VM Credit Facility contains certain representations and warranties customary for facilities of this type, which are subject to exceptions, baskets and materiality qualifications.

The VM Credit Facility restricts the ability of the members of the Virgin Media Borrowing Group to, among other things, (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions and (iii) create certain security interests over their assets, in each case, subject to carve-outs from such limitations.

The VM Credit Facility requires the borrowers to observe certain affirmative undertakings or covenants, which covenants are subject to materiality and other customary and agreed exceptions. In addition, the VM Credit Facility also requires compliance with various financial covenants such as Senior Net Debt to Annualized EBITDA and Total Net Debt to Annualized EBITDA, each capitalized term as defined in the VM Credit Facility.

In addition to customary default provisions, the VM Credit Facility provides that any event of default with respect to indebtedness of £50.0 million ($75.9 million) or more in the aggregate of Virgin Media Finance PLC (Virgin Media Finance), a wholly-owned subsidiary of Virgin Media, and its subsidiaries is an event of default under the VM Credit Facility.
 
The VM Credit Facility permits members of the borrower group to make certain distributions and restricted payments to its parent company (and indirectly to Liberty Global) through loans, advances or dividends subject to compliance with applicable covenants.


The details of our borrowings under the VM Credit Facility are summarized in the following table:
 
 
 
 
June 30, 2013
Facility
 
Final maturity date
 
Interest rate
 
Facility amount
(in borrowing
currency)
 
Unused
borrowing
capacity (a)
 
Carrying
value (b)
 
 
 
 
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
A
June 7, 2019
 
LIBOR + 3.25%
 
£
375.0

 
$
—

 
$
569.4

B
June 7, 2020
 
LIBOR + 2.75% (c)
 
$
2,755.0

 
—

 
2,741.3

C
June 7, 2020
 
LIBOR + 3.75% (c)
 
£
600.0

 
—

 
906.6

Revolving Facility
June 7, 2019
 
LIBOR + 3.25%
 
£
660.0

 
1,002.1

 
—

Total
 
$
1,002.1

 
$
4,217.3

 _______________

(a)
When the relevant June 30, 2013 compliance reporting requirements have been completed and assuming no changes from June 30, 2013 borrowing levels, we anticipate that our availability will be limited to £501.4 million ($761.3 million). The VM Revolving Facility has a commitment fee on unused and uncanceled balances of 1.3% per year.

(b)
The carrying values of VM Facilities B and C include the impact of discounts.

(c)
VM Facilities B and C have a LIBOR floor of 0.75%.

VM Notes

At June 30, 2013, the following senior notes of certain Virgin Media subsidiaries were outstanding:

•
$507.1 million principal amount of 8.375% senior notes (the 2019 VM Dollar Senior Notes) and £253.5 million ($384.9 million) principal amount of 8.875% senior notes (the 2019 VM Sterling Senior Notes and, together with the 2019 VM Dollar Senior Notes, the 2019 VM Senior Notes). The 2019 VM Senior Notes were issued by Virgin Media Finance;

•
$1.0 billion principal amount of 6.50% senior secured notes (the 2018 VM Dollar Senior Secured Notes) and £875.0 million ($1,328.6 million) principal amount of 7.0% senior secured notes (the 2018 VM Sterling Senior Secured Notes and, together with the 2018 VM Dollar Senior Secured Notes, the 2018 VM Senior Secured Notes). The 2018 VM Senior Secured Notes were issued by Virgin Media Secured Finance PLC (Virgin Media Secured Finance), a wholly-owned subsidiary of Virgin Media;

•
$447.9 million principal amount of 5.25% senior secured notes (the January 2021 VM Dollar Senior Secured Notes) and £628.4 million ($954.1 million) principal amount of 5.50% senior secured notes (the January 2021 VM Sterling Senior Secured Notes and, together with the January 2021 VM Dollar Senior Secured Notes, the January 2021 VM Senior Secured Notes). The January 2021 VM Senior Secured Notes were issued by Virgin Media Secured Finance;

•
$95.0 million principal amount of 5.25% senior notes (the 2022 VM 5.25% Dollar Senior Notes);
   
•
$118.7 million principal amount of 4.875% senior notes (the 2022 VM 4.875% Dollar Senior Notes) and £44.1 million ($67.0 million) principal amount of 5.125% senior notes (the 2022 VM Sterling Senior Notes and, together with the 2022 VM 4.875% Dollar Senior Notes and the 2022 VM 5.25% Dollar Senior Notes, the 2022 VM Senior Notes). The 2022 VM Senior Notes were issued by Virgin Media Finance;

•
$1.0 billion principal amount of 5.375% senior secured notes (the April 2021 VM Dollar Senior Secured Notes) and £1.1 billion ($1.7 billion) principal amount of 6.0% senior secured notes (the April 2021 VM Sterling Senior Secured Notes and, together with the April 2021 VM Dollar Senior Secured Notes, the April 2021 VM Senior Secured Notes); and

•
$530.0 million principal amount of 6.375% senior notes (the 2023 VM Dollar Senior Notes) and £250.0 million ($379.6 million) principal amount of 7.0% senior notes (the 2023 VM Sterling Senior Notes and, together with the 2023 VM Dollar Senior Notes, the 2023 VM Senior Notes).

The April 2021 VM Senior Secured Notes and the 2023 VM Senior Notes were originally issued by our subsidiaries in February 2013 in connection with the execution of the Virgin Media Merger Agreement. The net proceeds (after deducting certain transaction expenses) from the April 2021 VM Senior Secured Notes and the 2023 VM Senior Notes of $3,557.5 million (equivalent at the transaction date) were placed into the Virgin Media Escrow Accounts. Such net proceeds were released in connection with the closing of the Virgin Media Acquisition. In addition, upon completion of the Virgin Media Acquisition, the April 2021 VM Senior Secured Notes and the 2023 VM Senior Notes were pushed down to Virgin Media Secured Finance and Virgin Media Finance, respectively.

The 2018 VM Senior Secured Notes, the January 2021 VM Senior Secured Notes and the April 2021 VM Senior Secured Notes are collectively referred to as the “VM Senior Secured Notes.” The 2019 VM Senior Notes, the 2022 VM Senior Notes and the 2023 VM Senior Notes are collectively referred to as the “VM Senior Notes” (and together with the VM Senior Secured Notes, the “VM Notes”).

Under the terms of the applicable indentures, the completion of the Virgin Media Acquisition represented a “Change of Control” event that required Virgin Media Secured Finance and Virgin Media Finance, as applicable, to offer to repurchase the January 2021 VM Senior Secured Notes and the 2022 VM Senior Notes at a repurchase price of 101% of par. In this regard, on June 11, 2013, Virgin Media Secured Finance and Virgin Media Finance, as applicable, redeemed (i) $52.1 million of the January 2021 VM Dollar Senior Secured Notes, (ii) £21.6 million ($32.8 million) of the January 2021 VM Sterling Senior Secured Notes, (iii) $405.0 million of the 2022 VM 5.25% Dollar Senior Notes, (iv) $781.3 million of the 2022 VM 4.875% Dollar Senior Notes and (v) £355.9 million ($540.3 million) of the 2022 VM Sterling Senior Notes. With respect to the 2019 VM Senior Notes and the 2018 VM Senior Secured Notes, Virgin Media previously had obtained consent from holders of such notes to waive its repurchase obligations under the respective indentures related to the “Change of Control” provisions. The Virgin Media Acquisition did not constitute a “Change of Control” event under the indentures governing the April 2021 VM Senior Secured Notes and the 2023 VM Senior Notes.
The details of the VM Notes are summarized in the following table:
 
 
 
 
 
 
June 30, 2013
 
 
 
 
 
 
Outstanding principal
amount
 
 
 
 
VM Notes
 
Maturity
 
Interest
rate
 
Borrowing
currency
 
U.S. $
equivalent
 
Estimated
fair value
 
Carrying
value (a)
 
 
 
 
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
 
 
2018 VM Dollar Senior Secured Notes
January 15, 2018
 
6.500%
 
$
1,000.0

 
$
1,000.0

 
$
1,030.6

 
$
1,048.0

2018 VM Sterling Senior Secured Notes
January 15, 2018
 
7.000%
 
£
875.0

 
1,328.6

 
1,378.5

 
1,396.8

2019 VM Dollar Senior Notes
October 15, 2019
 
8.375%
 
$
507.1

 
507.1

 
551.2

 
561.7

2019 VM Sterling Senior Notes
October 15, 2019
 
8.875%
 
£
253.5

 
384.9

 
418.6

 
424.7

January 2021 VM Dollar Senior Secured Notes
January 15, 2021
 
5.250%
 
$
447.9

 
447.9

 
448.1

 
463.2

January 2021 VM Sterling Senior Secured Notes
January 15, 2021
 
5.500%
 
£
628.4

 
954.1

 
936.3

 
970.2

April 2021 VM Dollar Senior Secured Notes
April 15, 2021
 
5.375%
 
$
1,000.0

 
1,000.0

 
1,009.4

 
1,000.0

April 2021 VM Sterling Senior Secured Notes
April 15, 2021
 
6.000%
 
£
1,100.0

 
1,670.2

 
1,666.1

 
1,670.3

2022 VM 5.25% Dollar Senior Notes
February 15, 2022
 
5.250%
 
$
95.0

 
95.0

 
87.6

 
96.0

2022 VM 4.875% Dollar Senior Notes
February 15, 2022
 
4.875%
 
$
118.7

 
118.7

 
115.0

 
119.8

2022 VM Sterling Senior Notes
February 15, 2022
 
5.125%
 
£
44.1

 
67.0

 
63.4

 
67.6

2023 VM Dollar Senior Notes
April 15, 2023
 
6.375%
 
$
530.0

 
530.0

 
536.0

 
530.0

2023 VM Sterling Senior Notes
April 15, 2023
 
7.000%
 
£
250.0

 
379.6

 
378.7

 
379.6

 
 
 
 
 
 
 
 
$
8,483.1

 
$
8,619.5

 
$
8,727.9

_______________

(a)
Amounts include the impact of premiums and discounts, where applicable, including amounts recorded in connection with the acquisition accounting for the Virgin Media Acquisition.

The VM Senior Notes are unsecured senior obligations of Virgin Media Finance that rank equally with all of the existing and future senior debt of Virgin Media Finance and are senior to all existing and future subordinated debt of Virgin Media Finance. The 2019 VM Senior Notes and the 2022 VM Senior Notes are guaranteed on a senior basis by Virgin Media and certain of its subsidiaries, and on a senior subordinated basis by VMIH and Virgin Media Investments Limited (VMIL) (collectively, the VM Senior Notes Guarantors).

The VM Senior Secured Notes are senior obligations of Virgin Media Secured Finance that rank equally with all of the existing and future senior debt of Virgin Media Secured Finance and are senior to all existing and future subordinated debt of Virgin Media Secured Finance. The VM Senior Secured Notes are guaranteed on a senior basis by Virgin Media Secured Finance, Virgin Media, and certain subsidiaries of Virgin Media (the VM Senior Secured Guarantors), and are secured by liens on substantially all of the assets of Virgin Media Secured Finance and the VM Senior Secured Guarantors.

Subject to the circumstances described below, the January 2021 VM Senior Secured Notes and the 2022 VM Senior Notes are non-callable. At any time prior to maturity, Virgin Media Secured Finance or Virgin Media Finance (as applicable) may redeem some or all of the January 2021 VM Senior Secured Notes or the 2022 VM Senior Notes (as applicable) by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to (i) January 15, 2021 using the discount rate (as specified in the indenture) as of the applicable redemption date plus 25 basis points in the case of the January 2021 VM Senior Secured Notes or (ii) February 15, 2022 using the discount rate (as specified in the applicable indenture) as of the applicable redemption date plus 50 basis points in the case of the 2022 VM Senior Notes.

Subject to the circumstances described below, the 2018 VM Senior Secured Notes are non-callable until January 15, 2014, the 2019 VM Senior Notes are non-callable until October 15, 2014, the April 2021 VM Senior Secured Notes are non-callable until April 15, 2017 and the 2023 VM Senior Notes are non-callable until April 15, 2018. At any time prior to January 15, 2014 in the case of the 2018 VM Senior Secured Notes, October 15, 2014 in the case of the 2019 VM Senior Notes, April 15, 2017 in the case of the April 2021 VM Senior Secured Notes or April 15, 2018 in the case of the 2023 VM Senior Notes, Virgin Media Secured Finance and Virgin Media Finance (as applicable) may redeem some or all of the 2018 VM Senior Secured Notes, the 2019 VM Senior Notes, the April 2021 VM Senior Secured Notes or the 2023 VM Senior Notes (as applicable) by paying a “make-whole” premium, which is the present value of all remaining scheduled interest payments to January 15, 2014, October 15, 2014, April 15, 2017 or April 15, 2018 (as applicable) using the discount rate (as specified in the applicable indenture) as of the redemption date plus 50 basis points.

Virgin Media Finance and Virgin Media Secured Finance (as applicable) may redeem some or all of the 2018 VM Senior Secured Notes, the 2019 VM Senior Notes, the April 2021 VM Senior Secured Notes or the 2023 VM Senior 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 applicable indenture), if any, to the applicable redemption date, if redeemed during the twelve-month period commencing on January 15 in the case of the 2018 VM Senior Secured Notes, October 15 in the case of the 2019 VM Senior Notes or April 15 in the case of the April 2021 VM Senior Secured Notes and the 2023 VM Senior Notes of the years set forth below: 
 
 
Redemption price
Year
 
2018 VM Dollar Senior Secured Notes
 
2018 VM Sterling Senior Secured Notes
 
2019 VM Dollar Senior Notes
 
2019 VM Sterling Senior Notes
 
April 2021 VM Dollar Senior Secured Notes
 
April 2021 VM Sterling Senior Secured Notes
 
2023 VM Dollar Senior Notes
 
2023 VM Sterling Senior Notes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2014
103.250%
 
103.500%
 
104.188%
 
104.438%
 
N.A.
 
N.A.
 
N.A.
 
N.A.
2015
101.625%
 
101.750%
 
102.792%
 
102.958%
 
N.A.
 
N.A.
 
N.A.
 
N.A.
2016
100.000%
 
100.000%
 
101.396%
 
101.479%
 
N.A.
 
N.A.
 
N.A.
 
N.A.
2017
100.000%
 
100.000%
 
100.000%
 
100.000%
 
102.688%
 
103.000%
 
N.A.
 
N.A.
2018
N.A.
 
N.A.
 
100.000%
 
100.000%
 
101.344%
 
101.500%
 
103.188%
 
103.500%
2019
N.A.
 
N.A.
 
N.A.
 
N.A.
 
100.000%
 
100.000%
 
102.125%
 
102.333%
2020
N.A.
 
N.A.
 
N.A.
 
N.A.
 
100.000%
 
100.000%
 
101.063%
 
101.667%
2021 and thereafter
N.A.
 
N.A.
 
N.A.
 
N.A.
 
N.A.
 
N.A.
 
100.000%
 
100.000%


In addition, at any time prior to April 15, 2016, Virgin Media Secured Finance and Virgin Media Finance (as applicable) may redeem up to 40% of the April 2021 VM Senior Secured Notes and the 2023 VM Senior Notes, respectively, at redemption prices of 105.375% in the case of the April 2021 VM Dollar Senior Secured Notes, 106.000% in the case of the April 2021 VM Sterling Senior Secured Notes, 106.375% in the case of the 2023 VM Dollar Senior Notes and 107.000% in the case of the 2023 VM Sterling Senior Notes, with the net proceeds from one or more specified equity offerings. Further, Virgin Media Finance and Virgin Media Secured Finance (as applicable) may redeem all, but not less than all, of the VM Senior Notes and VM Senior Secured Notes at a price equal to their respective principal amount plus accrued and unpaid interest upon the occurrence of certain changes in tax law.

VM Convertible Notes

In April 2008, Virgin Media issued $1.0 billion principal amount of 6.50% convertible senior notes (the VM Convertible Notes), pursuant to an indenture (as supplemented, the VM Convertible Notes Indenture). The VM Convertible Notes mature on November 15, 2016, unless the VM Convertible Notes are exchanged or repurchased prior thereto pursuant to the terms of the VM Convertible Notes Indenture.

As a result of the application of acquisition accounting in connection with the Virgin Media Acquisition, the $2,716.8 million estimated fair value of the VM Convertible Notes at June 7, 2013 was allocated between the respective debt and equity components. The portion allocated to the debt component of $1,056.8 million was measured based on the estimated fair value of a debt instrument that has the same terms as the VM Convertible Notes without the conversion feature. The amount allocated to the debt component resulted in a premium to the principal amount of the VM Convertible Notes. The $1,660.0 million portion allocated to the equity component was recorded as an increase to additional paid-in capital in our condensed consolidated statement of equity.

The VM Convertible Notes are exchangeable under certain conditions for (subject to further adjustment as provided in the VM Convertible Notes Indenture and subject to Virgin Media’s right to settle in cash or a combination of Liberty Global ordinary shares and cash) 13.4339 of our Class A ordinary shares, 10.0312 of our Class C ordinary shares and $910.51 in cash (without interest) for each $1,000 in principal amount of VM Convertible Notes exchanged. The circumstances under which the VM Convertible Notes are exchangeable are more fully described in the VM Convertible Notes Indenture, including, for example, based on the relationship of the value of the Virgin Media Merger Consideration to the conversion price of the VM Convertible Notes. Based on the trading prices of our Class A and Class C ordinary shares during a specified period, as provided for in the VM Convertible Notes Indenture, the VM Convertible Notes are currently exchangeable. Because the Virgin Media Acquisition constituted a “Fundamental Change” and a “Make-Whole Fundamental Change” under the VM Convertible Notes Indenture, a holder of the VM Convertible Notes who exchanged such notes at any time from June 7, 2013 through July 9, 2013 (the Make-Whole Exchange Period) received 13.8302 Class A ordinary shares, 10.3271 Class C ordinary shares and $937.37 in cash (without interest) for each $1,000 in principal amount of VM Convertible Notes exchanged.

As of June 30, 2013, an aggregate of $853.9 million principal amount of VM Convertible Notes had been exchanged following the Virgin Media Acquisition for 11.8 million Class A and 8.8 million Class C ordinary shares and $800.4 million of cash. The difference between the cash portion of the exchange consideration and the aggregate $903.3 million fair value of the exchanged VM Convertible Notes on the exchange dates resulted in a net adjustment to equity of $102.9 million. No gain or loss on extinguishment was recorded for these exchanges as the debt component of the VM Convertible Notes was measured at fair value shortly before the exchanges pursuant to the application of acquisition accounting in connection with the Virgin Media Acquisition. Subsequent to June 30, 2013, an additional $90.3 million principal amount of VM Convertible Notes was exchanged for 1.2 million Class A and 0.9 million Class C ordinary shares and $84.6 million of cash during the remainder of the Make-Whole Exchange Period. After giving effect to all exchanges completed during the Make-Whole Exchange Period, the remaining principal amount outstanding under the VM Convertible Notes was $54.8 million.

The VM Convertible Notes are senior unsecured obligations of Virgin Media that rank equally in right of payment with all of Virgin Media’s existing and future senior and unsecured indebtedness and ranks senior in right to all of Virgin Media’s existing and future subordinated indebtedness. The VM Convertible Notes are effectively subordinated to all existing and future indebtedness and other obligations of Virgin Media’s subsidiaries. The VM Convertible Notes Indenture does not contain any financial or restrictive covenants. The VM Convertible Notes are non-callable.

UPC Broadband Holding Bank Facility

The UPC Broadband Holding Bank Facility, as amended, is the senior secured credit facility of UPC Broadband Holding.

During the first six months of 2013, UPC Broadband Holding entered into various new additional facility accession agreements under the UPC Broadband Holding Bank Facility that resulted in (i) a new term loan facility (Facility AG) in an aggregate amount of €1,472.4 million ($1,914.9 million), (ii) a new term loan facility (Facility AH) in an aggregate amount of $1,305.0 million, (iii) an increase to the existing Facility AG in an aggregate amount of €82.0 million ($106.7 million) (Facility AG1), (iv) an increase to the existing Facility AE in an aggregate amount of €66.9 million ($87.0 million) (Facility AE1) and (v) a new redrawable term loan facility (Facility AI) in an aggregate amount of €1,016.2 million ($1,321.6 million). In connection with these transactions, certain lenders under existing Facilities R, S, T, U, W and X novated their drawn and undrawn commitments to Liberty Global Services B.V., a wholly-owned subsidiary of UPC Broadband Holding, and entered into Facilities AG, AH, AG1 or AE1, as applicable, and certain lenders under existing Facilities W and AA entered into Facility AI directly. As a result of these transactions, (a) total commitments of €66.2 million ($86.1 million) of Facility R, €655.4 million ($852.4 million) of Facility S and all of Facility U were effectively rolled into Facility AG, (b) all amounts under Facility T and Facility X were effectively rolled into Facility AH, (c) total commitments of €78.4 million ($102.0 million) and €3.6 million ($4.7 million) under Facilities R and S, respectively, were effectively rolled into Facility AG1, (d) total commitments of €35.0 million ($45.5 million) under Facility R were effectively rolled into Facility AE1, (e) undrawn commitments of €31.9 million ($41.5 million) under Facility W were effectively rolled into Facility AE1 and such amount was fully drawn and (f) total undrawn commitments of €112.2 million ($145.9 million) and €904.0 million ($1,175.7 million) under Facilities W and AA, respectively, were effectively rolled into Facility AI. In addition, Facilities W and AA were cancelled. The terms of Facility AG1 and Facility AE1 are substantially the same as those of Facility AG and Facility AE, respectively. At any time during the twelve-month period that began on March 26, 2013 in the case of Facility AG, including Facility AG1, or April 19, 2013 in the case of Facility AH, upon the occurrence of a voluntary prepayment of any or all of Facility AG, including Facility AG1, or Facility AH, UPC Financing Partnership (UPC Financing), a wholly-owned subsidiary of UPC Holding, has agreed to pay a prepayment fee (in addition to the principal amount of the prepayment) in an amount equal to 1.0% of the principal amount of the outstanding Facility AG, including Facility AG1, or Facility AH advance being prepaid, plus accrued and unpaid interest then due on the amount of the outstanding Facility AG, including Facility AG1, or Facility AH advance prepaid to the date of prepayment. In connection with the prepayment of amounts outstanding under Facilities R, S, T, U and X, we recognized losses on debt modification and extinguishment of $11.9 million including (1) $7.7 million of third-party costs and (2) $4.2 million associated with the write-off deferred financing costs and an unamortized discount.

The details of our borrowings under the UPC Broadband Holding Bank Facility are summarized in the following table:
 
 
 
 
June 30, 2013
Facility
 
Final maturity date
 
Interest rate
 
Facility amount
(in borrowing
currency) (a)
 
Unused
borrowing
capacity (b)
 
Carrying
value (c)
 
 
 
 
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
Q
July 31, 2014
 
EURIBOR + 2.75%
 
€
30.0

 
$
39.0

 
$
—

R
December 31, 2015
 
EURIBOR + 3.25%
 
€
111.0

 
—

 
144.4

S
December 31, 2016
 
EURIBOR + 3.75%
 
€
545.5

 
—

 
709.5

V (d)
January 15, 2020
 
7.625%
 
€
500.0

 
—

 
650.2

Y (d)
July 1, 2020
 
6.375%
 
€
750.0

 
—

 
975.4

Z (d)
July 1, 2020
 
6.625%
 
$
1,000.0

 
—

 
1,000.0

AC (d)
November 15, 2021
 
7.250%
 
$
750.0

 
—

 
750.0

AD (d)
January 15, 2022
 
6.875%
 
$
750.0

 
—

 
750.0

AE
December 31, 2019
 
EURIBOR + 3.75%
 
€
602.5

 
—

 
783.5

AF
January 31, 2021
 
LIBOR + 3.00% (e)
 
$
500.0

 
—

 
494.8

AG
March 31, 2021
 
EURIBOR + 3.75%
 
€
1,554.4

 
—

 
2,016.8

AH
June 30, 2021
 
LIBOR + 2.50% (e)
 
$
1,305.0

 
—

 
1,301.4

AI
April 30, 2019
 
EURIBOR + 3.25%
 
€
1,016.2

 
1,321.6

 
—

Elimination of Facilities V, Y, Z, AC and AD in consolidation (d)
 
—

 
(4,125.6
)
Total
 
$
1,360.6

 
$
5,450.4

 _______________

(a)
Except as described in (d) below, amounts represent total third-party facility amounts at June 30, 2013 without giving effect to the impact of discounts.

(b)
At June 30, 2013, our availability was limited to €508.7 million ($661.6 million). When the relevant June 30, 2013 compliance reporting requirements have been completed and assuming no changes from June 30, 2013 borrowing levels, we anticipate that our availability will be limited to €365.2 million ($475.0 million). Facility Q and Facility AI have commitment fees on unused and uncancelled balances of 0.75% and 1.3% per year, respectively.

(c)
The carrying values of Facilities AF, AG, and AH include the impact of discounts.

(d)
The UPCB SPE Notes were issued by certain special purpose entities (the UPCB SPEs) that were created for the primary purpose of facilitating the offering of certain senior secured notes (the UPCB SPE Notes). The proceeds from the UPCB SPE Notes were used to fund additional Facilities V, Y, Z, AC and AD (each a UPCB Funded Facility), with UPC Financing as the borrower. Each UPCB SPE is dependent on payments from UPC Financing under the applicable UPCB Funded Facility in order to service its payment obligations under its UPCB SPE Notes. Although UPC Financing has no equity or voting interest in any of the UPCB SPEs, each of the UPCB Funded Facility loans creates a variable interest in the respective UPCB SPE for which UPC Financing is the primary beneficiary, as contemplated by GAAP. As such, UPC Financing and its parent entities, including UPC Holding and Liberty Global, are required by the provisions of GAAP to consolidate the UPCB SPEs. As a result, the amounts outstanding under Facilities V, Y, Z, AC and AD are eliminated in our condensed consolidated financial statements.

(e)
Facilities AF and AH have LIBOR floors of 1.00% and 0.75%, respectively.

UPC Holding Senior Notes

On March 26, 2013, UPC Holding issued (i) €450.0 million ($585.3 million) principal amount of 6.75% senior notes (the UPC Holding 6.75% Euro Senior Notes) and (ii) CHF 350.0 million ($369.9 million) principal amount of 6.75% senior notes (the UPC Holding 6.75% CHF Senior Notes and, together with the UPC Holding 6.75% Euro Senior Notes, the UPC Holding 6.75% Senior Notes). The UPC Holding 6.75% Senior Notes mature on March 15, 2023.

On April 25, 2013, the net proceeds from the issuance of the UPC Holding 6.75% Senior Notes were used to redeem in full (a) UPC Holding’s €300.0 million ($390.2 million) principal amount of 8.0% senior notes due 2016 (the UPC Holding 8.0% Senior Notes) and (b) UPC Holding’s €400.0 million ($520.2 million) principal amount of 9.75% senior notes due 2018 (the UPC Holding 9.75% Senior Notes). Our obligations with respect to the UPC Holding 8.0% Senior Notes and the UPC Holding 9.75% Senior Notes were legally discharged with the trustee on March 26, 2013 and March 27, 2013, respectively, in connection with the issuance of the UPC Holding 6.75% Senior Notes. The trustee, in turn, paid all amounts due to the holders of the UPC Holding 8.0% Senior Notes and UPC Holding 9.75% Senior Notes on April 25, 2013. We incurred aggregate debt extinguishment losses of $85.5 million during the first quarter of 2013, which include (i) $35.6 million of redemption premiums related to the UPC Holding 8.0% Senior Notes and the UPC Holding 9.75% Senior Notes, (ii) the write-off of $24.5 million of unamortized discount related to the UPC Holding 9.75% Senior Notes, (iii) the write-off of $19.0 million of deferred financing costs associated with the UPC Holding 8.0% Senior Notes and the UPC Holding 9.75% Senior Notes and (iv) $6.4 million of aggregate interest incurred on the UPC Holding 8.0% Senior Notes and the UPC Holding 9.75% Senior Notes between the respective dates that we and the trustee were legally discharged, as described above.

The UPC Holding 6.75% Senior Notes are senior obligations that rank equally with all of the existing and future senior debt of UPC Holding and are senior to all existing and future subordinated debt of UPC Holding. The UPC Holding 6.75% Senior Notes are secured (on a shared basis) by pledges of the shares of UPC Holding. In addition, the UPC Holding 6.75% Senior Notes provide that any failure to pay principal prior to expiration of any applicable grace period, or any acceleration with respect to other indebtedness of €50.0 million ($65.0 million) or more in the aggregate of UPC Holding or its Restricted Subsidiaries (as defined in the indenture governing the UPC Holding 6.75% Senior Notes (the UPC Holding 6.75% Senior Notes Indenture)), including UPC Broadband Holding, is an event of default under the UPC Holding 6.75% Senior Notes.

At any time prior to March 15, 2018, UPC Holding may redeem some or all of the UPC Holding 6.75% Senior Notes by paying a “make-whole” premium, which is the present value of all scheduled interest payments until March 15, 2018 by using the discount rate (as specified in the UPC Holding 6.75% Senior Notes Indenture) as of the redemption date, plus 50 basis points. In addition, at any time prior to March 15, 2016, UPC Holding may redeem up to 40% of the UPC Holding 6.75% Senior Notes (at a redemption price of 106.75% of the principal amount) with the net proceeds from one or more specified equity offerings.

The UPC Holding 6.75% Senior Notes contain certain customary incurrence-based covenants. For example, the ability to raise certain additional debt and make certain distributions or loans to other subsidiaries of Liberty Global is subject to a Consolidated Leverage Ratio test, as defined in the UPC Holding 6.75% Senior Notes Indenture.
 
UPC Holding may redeem some or all of the UPC Holding 6.75% Senior 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 UPC Holding 6.75% Senior Notes Indenture), if any, to the applicable redemption date, if redeemed during the twelve-month period commencing on March 15 of the years set forth below: 
Year
 
Redemption price
 
 
 
2018
103.375%
2019
102.250%
2020
101.125%
2021 and thereafter
100.000%


UPC Holding may redeem all of the UPC Holding 6.75% Senior Notes at a price equal to their principal amount plus accrued and unpaid interest upon the occurrence of certain changes in tax law. If UPC Holding or certain of its subsidiaries sell certain assets or experience specified changes in control, UPC Holding must offer to repurchase the UPC Holding 6.75% Senior Notes at a redemption price of 101%.

Unitymedia KabelBW Notes

On April 16, 2013, Unitymedia Hessen and Unitymedia NRW GmbH (together, the UM Senior Secured Notes Issuers) issued €350.0 million ($455.2 million) principal amount of 5.625% senior secured notes due April 15, 2023 (the April 2013 UM Senior Secured Notes).

The April 2013 UM Senior Secured Notes are (i) senior obligations of the UM Senior Secured Notes Issuers that rank equally with all of the existing and future senior debt of each UM Senior Secured Notes Issuer and are senior to all existing and future subordinated debt of each of the UM Senior Secured Notes Issuers and (ii) are secured by a first-ranking pledge over the shares of Unitymedia KabelBW and the UM Senior Secured Notes Issuers and certain other share and/or asset security of Unitymedia KabelBW and certain of its subsidiaries.

The April 2013 UM Senior Secured Notes contain certain customary incurrence-based covenants. For example, the ability to raise certain additional debt and make certain distributions or loans to other subsidiaries of Liberty Global is subject to a Consolidated Leverage Ratio test, as defined in the indenture.

Subject to the circumstances described below, the April 2013 UM Senior Secured Notes are non-callable until April 15, 2018. At any time prior to April 15, 2018 the UM Senior Secured Notes Issuers may redeem some or all of the April 2013 UM Senior Secured Notes by paying 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 UM Senior Secured Notes Issuers may redeem some or all of the April 2013 UM Senior Secured 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 redemption date, if redeemed during the twelve-month period commencing on April 15 of the years set forth below: 
Year
 
Redemption
price
 
 
 
2018
102.813%
2019
101.875%
2020
100.938%
2021 and thereafter
100.000%


In addition, at any time prior to April 15, 2016, the UM Senior Secured Notes Issuers may redeem up to 40% of the April 2013 UM Senior Secured Notes (at redemption prices of 105.625%) with the net proceeds from one or more specified equity offerings.

The UM Senior Secured Notes Issuers may redeem all of the April 2013 UM Senior Secured Notes at prices equal to their respective principal amounts, plus accrued and unpaid interest, upon the occurrence of certain changes in tax law. If the UM Senior Secured Notes Issuers or certain of Unitymedia KabelBW’s subsidiaries sell certain assets or experience specific changes in control, the UM Senior Secured Notes Issuers must offer to repurchase the April 2013 UM Senior Secured Notes at a redemption price of 101%.

LGE Margin Loan

On April 26, 2013, LGE HoldCo V BV (LGE HoldCo), our wholly-owned subsidiary, entered into a limited recourse margin loan agreement (the LGE Margin Loan) with a financial institution.  The LGE Margin Loan provides for the ability of LGE HoldCo to incur debt through additional facilities, which could be used to fund purchases of additional Ziggo shares up to a maximum of 48.0 million in the aggregate across all facilities. Any amounts borrowed under the LGE Margin Loan can be used for general corporate purposes, including distributions and/or loans to other subsidiaries of Liberty Global. Any drawdown under the LGE Margin Loan is subject to the satisfaction of certain customary conditions precedent. The LGE Margin Loan does not contain any financial covenants and provides for certain adjustment events and customary events of default. The LGE Margin Loan includes various lender early termination events (which are subject to materiality and other thresholds), including with respect to delisting of the Ziggo shares, changes to the Ziggo share price and average daily trading volume of the Ziggo shares over a 30-day period and a change of control of LGE HoldCo.

The LGE Margin Loan is secured by a pledge agreement over Ziggo shares owned by LGE HoldCo, which provides that LGE HoldCo, prior to an Enforcement Event (as defined in the LGE Margin Loan), will be able to exercise voting and consensual rights subject to the terms of the LGE Margin Loan, and receive dividends on the Ziggo shares subject to compliance with certain loan to value ratios.

The initial facility under the LGE Margin Loan provides for borrowings of up to 65.0% of the value of the Ziggo shares pledged on the date prior to the date of utilization. The initial facility matures on April 26, 2016, and bears interest at a rate of EURIBOR plus 2.85% per annum. In addition to the lender early termination events described above, there is also a requirement for repayment of the initial facility if the loan-to-value ratio is equal to or greater than 80.0% (after taking into account any cash collateral deposited on account for the lenders). On May 30, 2013, the full amount of the initial tranche of the LGE Margin Loan was drawn, in the amount of €460.0 million ($598.2 million), and secured with a pledge of 25.3 million Ziggo shares. On July 24, 2013, we pledged an additional 2.0 million Ziggo shares as security for the LGE Margin Loan.

For information regarding our investment in Ziggo, see note 3.

Maturities of Debt and Capital Lease Obligations

The U.S. dollar equivalents of the maturities of our debt and capital lease obligations as of June 30, 2013 are presented below for the named entity and its subsidiaries, unless otherwise noted:

Debt:
 
Virgin Media
 
UPC
Holding (a)
 
Unitymedia KabelBW
 
Telenet (b)
 
Other (c)
 
Total
 
 
 
in millions
Year ending December 31:
 
 
 
 
 
 
 
 
 
 
 
2013 (remainder of year)
$
145.1

 
$
65.7

 
$
20.1

 
$
9.6

 
$
179.6

 
$
420.1

2014
—

 
152.0

 
6.7

 
9.6

 
41.1

 
209.4

2015
—

 
144.4

 
—

 
9.6

 
6.6

 
160.6

2016
—

 
709.5

 
—

 
139.7

 
982.8

 
1,832.0

2017
—

 
—

 
580.0

 
570.2

 
871.8

 
2,022.0

2018
2,328.6

 
400.0

 
—

 
237.2

 
347.1

 
3,312.9

Thereafter
10,390.0

 
11,303.6

 
6,684.8

 
3,625.0

 
—

 
32,003.4

Total debt maturities
12,863.7

 
12,775.2

 
7,291.6

 
4,600.9

 
2,429.0

 
39,960.4

Unamortized premium (discount)
235.0

 
(44.3
)
 
(10.6
)
 
1.4

 
1.4

 
182.9

Total debt
$
13,098.7

 
$
12,730.9

 
$
7,281.0

 
$
4,602.3

 
$
2,430.4

 
$
40,143.3

Current portion
$
153.5

 
$
217.8

 
$
26.8

 
$
9.6

 
$
216.1

 
$
623.8

Noncurrent portion
$
12,945.2

 
$
12,513.1

 
$
7,254.2

 
$
4,592.7

 
$
2,214.3

 
$
39,519.5

_______________

(a)
Amounts include the UPCB SPE Notes issued by the UPCB SPEs. As described above, the UPCB SPEs are consolidated by UPC Holding.

(b)
Amounts include the Telenet SPE Notes that were issued by certain special purpose entities (the Telenet SPEs) that were created for the primary purposes of facilitating the offering of certain senior secured notes (the Telenet SPE Notes). The proceeds from the Telenet SPE Notes were used to fund additional Telenet Facilities M, N, O, P, U and V (each a SPE Funded Facility), with Telenet International as the borrower. Each Telenet SPE is dependent on payments from Telenet International under the applicable SPE Funded Facility in order to service its payment obligations under its Telenet SPE Notes. Although Telenet International has no equity or voting interest in any of the Telenet SPEs, each of the SPE Funded Facility loans creates a variable interest in the respective Telenet SPE for which Telenet International is the primary beneficiary, as contemplated by GAAP. As such, Telenet International and its parent entities, including Telenet and Liberty Global, are required by the provisions of GAAP to consolidate the Telenet SPEs.

(c)
As further described in note 6, we are exploring strategic alternatives with respect to VTR Wireless' mobile operations in Chile, with a likely outcome being all amounts outstanding under the VTR Wireless Bank Facility becoming due within the next twelve months. Accordingly, we have reflected the CLP 55.6 billion ($109.4 million) principal amount due under the VTR Wireless Bank Facility in the current portion of debt and capital lease obligations in our condensed consolidated balance sheet as of June 30, 2013.

Capital lease obligations:
 
Unitymedia KabelBW
 
Telenet
 
Virgin Media
 
Other
 
Total
 
in millions
Year ending December 31:
 
 
 
 
 
 
 
 
 
2013 (remainder of year)
$
47.8

 
$
49.6

 
$
90.6

 
$
7.4

 
$
195.4

2014
95.6

 
65.0

 
130.0

 
12.9

 
303.5

2015
95.4

 
60.3

 
89.8

 
12.9

 
258.4

2016
95.4

 
58.8

 
43.1

 
10.2

 
207.5

2017
95.4

 
57.2

 
7.2

 
5.7

 
165.5

2018
95.4

 
53.9

 
4.3

 
3.2

 
156.8

Thereafter
1,133.2

 
234.1

 
220.9

 
26.0

 
1,614.2

Total principal and interest payments
1,658.2

 
578.9

 
585.9

 
78.3

 
2,901.3

Amounts representing interest
(747.5
)
 
(156.7
)
 
(215.7
)
 
(20.5
)
 
(1,140.4
)
Present value of net minimum lease payments
$
910.7

 
$
422.2

 
$
370.2

 
$
57.8

 
$
1,760.9

Current portion
$
26.4

 
$
45.5

 
$
139.1

 
$
10.2

 
$
221.2

Noncurrent portion
$
884.3

 
$
376.7

 
$
231.1

 
$
47.6

 
$
1,539.7



Non-cash Refinancing Transactions

During the six months ended June 30, 2013 and 2012, certain of our refinancing transactions included non-cash borrowings and repayments of debt aggregating $5,061.5 million and $3,461.5 million, respectively. We also recorded a $3,557.5 million non-cash increase to our debt as a result of certain financing transactions completed in contemplation of the Virgin Media Acquisition. For additional information, see note 2.

Subsequent Event

For information concerning a financing transaction completed subsequent to June 30, 2013, see note 14.