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Debt and Capital Lease Obligations (Tables)
9 Months Ended
Sep. 30, 2014
Debt Instrument [Line Items]  
Schedule of Consolidated Debt and Capital Lease Obligations
The U.S. dollar equivalents of the components of our consolidated debt and capital lease obligations are as follows:
 
September 30, 2014
 
 
 
Carrying value (d)
Weighted
average
interest
rate (a)
 
Unused borrowing capacity (b)
 
Estimated fair value (c)
Borrowing currency
 
U.S. $
equivalent
 
September 30, 2014
 
December 31, 2013
 
September 30, 2014
 
December 31, 2013
 
 
 
in millions
Debt:
 
 
 
VM Notes
6.11
%
 

 
$

 
$
8,384.5

 
$
9,188.7

 
$
8,272.5

 
$
9,150.1

VM Credit Facility
3.77
%
 
£
660.0

 
1,070.6

 
4,821.2

 
4,388.9

 
4,887.9

 
4,352.8

VM Convertible Notes (e)
6.50
%
 

 

 
159.8

 
164.1

 
57.0

 
57.5

UPCB SPE Notes
6.88
%
 

 

 
4,322.4

 
4,536.5

 
4,075.2

 
4,219.5

UPC Broadband Holding Bank Facility
3.57
%
 
1,016.2

 
1,283.4

 
3,238.5

 
5,717.8

 
3,261.0

 
5,671.4

UPC Holding Senior Notes (f)
7.16
%
 

 

 
2,719.3

 
3,297.4

 
2,495.1

 
3,099.2

Unitymedia KabelBW Notes
6.87
%
 

 

 
7,624.4

 
8,058.2

 
7,130.7

 
7,651.9

Unitymedia KabelBW Revolving Credit Facilities

 
500.0

 
631.4

 

 

 

 

Telenet SPE Notes
5.93
%
 

 

 
2,553.9

 
2,916.5

 
2,399.5

 
2,759.2

Telenet Credit Facility
3.42
%
 
322.9

 
407.8

 
1,709.6

 
1,956.9

 
1,710.2

 
1,936.9

VTR Finance Senior Secured Notes
6.88
%
 

 

 
1,451.6

 

 
1,400.0

 

Sumitomo Collar Loan
1.88
%
 

 

 
895.7

 
939.3

 
859.8

 
894.3

ITV Collar Loan (g)
1.73
%
 

 

 
695.2

 

 
691.2

 

Liberty Puerto Rico Bank Facility
5.20
%
 
$
40.0

 
40.0

 
669.1

 
666.2

 
671.9

 
665.0

Ziggo Collar Loan
0.45
%
 

 

 
631.8

 
852.9

 
626.9

 
852.6

Ziggo Margin Loan (h)

 

 

 

 
634.3

 

 
634.3

Vendor financing (i)
3.57
%
 

 

 
759.0

 
603.1

 
759.0

 
603.1

Other (j)
8.97
%
 
(k)
 
196.8

 
185.9

 
308.2

 
185.9

 
308.2

Total debt
5.48
%
 
 
 
$
3,630.0

 
$
40,821.9

 
$
44,229.0

 
39,483.8

 
42,856.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital lease obligations:
 
 
 
 
 
 
 
 
 
 
 
 
Unitymedia KabelBW
 
852.3

 
952.0

Telenet
 
427.0

 
451.2

Virgin Media
 
298.9

 
373.5

Other subsidiaries
 
70.8

 
71.6

Total capital lease obligations
 
1,649.0

 
1,848.3

Total debt and capital lease obligations
 
41,132.8

 
44,704.3

Current maturities
 
(1,669.0
)
 
(1,023.4
)
Long-term debt and capital lease obligations
 
$
39,463.8

 
$
43,680.9

_______________ 

(a)
Represents the weighted average interest rate in effect at September 30, 2014 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 instruments, 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 6.5% at September 30, 2014.  For information concerning our derivative instruments, see note 5.

(b)
Unused borrowing capacity represents the maximum availability under the applicable facility at September 30, 2014 without regard to covenant compliance calculations or other conditions precedent to borrowing. At September 30, 2014, 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 September 30, 2014, our availability under the UPC Broadband Holding Bank Facility (as defined and described below) was limited to €951.6 million ($1,201.8 million). When the relevant September 30, 2014 compliance reporting requirements have been completed, and assuming no changes from September 30, 2014 borrowing levels, we anticipate that our availability under the UPC Broadband Holding Bank Facility will be limited to €906.7 million ($1,145.1 million). 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 September 30, 2014, these restrictions did not impact our ability to access the liquidity of our subsidiaries to satisfy our corporate liquidity needs beyond what is described above, except that the availability to be loaned or distributed by Virgin Media was limited to £443.0 million ($718.6 million). When the relevant September 30, 2014 compliance reporting requirements have been completed and assuming no changes from September 30, 2014 borrowing levels, we anticipate that the availability to be loaned or distributed by Virgin Media will be limited to £508.8 million ($825.3 million).

(c)
The estimated fair values of our debt instruments are 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 6.

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

(e)
The 6.50% convertible senior notes issued by Virgin Media (the VM Convertible Notes) are exchangeable under certain conditions for (subject to further adjustment as provided in the underlying 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, 33.4963 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 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 September 30, 2014, including both the debt and equity components.

(f)
During April 2014, we used existing cash to fully redeem UPC Holding’s $400.0 million principal amount of 9.875% senior notes due 2018 (the UPC Holding 9.875% Senior Notes). In connection with this transaction, we recognized a loss on debt modification and extinguishment, net, of $41.5 million, which includes (i) the payment of $19.7 million of redemption premium, (ii) the write-off of $17.4 million of unamortized discount and (iii) the write-off of $4.4 million of deferred financing costs.

(g)
For information regarding the ITV Collar Loan, see note 5.

(h)
During the first quarter of 2014, we used existing cash to repay the full amount of the limited recourse margin loan (the Ziggo Margin Loan) that was secured by a portion of our investment in Ziggo. In connection with this transaction, we recognized a loss on debt modification and extinguishment, net, of $2.3 million related to the write-off of deferred financing costs. For information regarding our investment in Ziggo, see note 4.

(i)
Represents amounts owed pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipment additions. These obligations are generally due within one year. At September 30, 2014 and December 31, 2013, the amounts owed pursuant to these arrangements include $74.4 million and $47.3 million, respectively, of VAT that was 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 statements of cash flows.

(j)
The December 31, 2013 amounts include outstanding borrowings of $113.1 million under VTR Wireless’s then-existing CLP 60.0 billion ($100.3 million) term loan bank facility (the VTR Wireless Bank Facility). In January 2014, all outstanding amounts under the VTR Wireless Bank Facility were repaid and the VTR Wireless Bank Facility was cancelled. In connection with this transaction, we recognized a loss on debt modification and extinguishment, net, of $2.0 million related to the write-off of deferred financing costs.

(k)
Unused borrowing capacity relates to the senior secured revolving credit facility of entities within VTR, which includes a $160.0 million U.S. dollar facility (the VTR Dollar Senior Credit Facility) and a CLP 22.0 billion ($36.8 million) Chilean peso facility (the VTR CLP Senior Credit Facility), each of which were undrawn at September 30, 2014. The VTR Dollar Senior Credit Facility and the VTR CLP Senior Credit Facility have fees on unused commitments of 1.1% and 1.34% per year, respectively.
Schedule of Maturities of Long-Term Debt
Maturities of Debt and Capital Lease Obligations

Maturities of our debt and capital lease obligations as of September 30, 2014 are presented below for the named entity and its subsidiaries, unless otherwise noted. Amounts presented below represent U.S. dollar equivalents based on September 30, 2014 exchange rates:

Debt:
 
Virgin Media
 
UPC
Holding (a)
 
Unitymedia KabelBW
 
Telenet (b)
 
Other (c)
 
Total
 
in millions
Year ending December 31:
 
 
 
 
 
 
 
 
 
 
 
2014 (remainder of year)
$
57.1

 
$
101.7

 
$
22.3

 
$
9.3

 
$
631.4

 
$
821.8

2015
206.4

 
312.1

 
77.9

 
9.3

 
37.9

 
643.6

2016

 

 

 
9.3

 
381.8

 
391.1

2017

 

 

 
9.3

 
961.5

 
970.8

2018

 

 

 
9.3

 
256.1

 
265.4

2019
1,526.5

 

 
2,227.5

 
21.4

 

 
3,775.4

Thereafter
11,538.0

 
9,847.5

 
4,906.1

 
4,214.9

 
2,075.2

 
32,581.7

Total debt maturities
13,328.0

 
10,261.3

 
7,233.8

 
4,282.8

 
4,343.9

 
39,449.8

Unamortized premium (discount)
98.3

 
(16.2
)
 
(2.8
)
 
(3.6
)
 
(41.7
)
 
34.0

Total debt
$
13,426.3

 
$
10,245.1

 
$
7,231.0

 
$
4,279.2

 
$
4,302.2

 
$
39,483.8

Current portion
$
265.8

 
$
413.8

 
$
100.3

 
$
9.3

 
$
663.9

 
$
1,453.1

Noncurrent portion
$
13,160.5

 
$
9,831.3

 
$
7,130.7

 
$
4,269.9

 
$
3,638.3

 
$
38,030.7

_______________

(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 certain senior secured notes issued by special purpose financing entities that are consolidated by Telenet.

(c)
The debt maturity during the remainder of 2014 includes the $631.9 million (equivalent) principal amount outstanding under the Ziggo Collar Loan. As further described in note 4, the Ziggo Collar Loan will be settled on November 6, 2014. For information regarding our acquisition of Ziggo, see note 3.


Schedule of Capital Lease Obligations
Capital lease obligations:
 
Unitymedia KabelBW
 
Telenet
 
Virgin Media
 
Other
 
Total
 
in millions
Year ending December 31:
 
 
 
 
 
 
 
 
 
2014 (remainder of year)
$
23.1

 
$
19.3

 
$
41.9

 
$
9.9

 
$
94.2

2015
92.6

 
66.5

 
123.3

 
17.6

 
300.0

2016
92.6

 
66.1

 
71.9

 
19.2

 
249.8

2017
92.6

 
64.3

 
30.4

 
12.4

 
199.7

2018
92.6

 
60.8

 
6.9

 
5.4

 
165.7

2019
92.6

 
50.0

 
4.6

 
2.8

 
150.0

Thereafter
1,008.1

 
248.9

 
231.3

 
22.8

 
1,511.1

Total principal and interest payments
1,494.2

 
575.9

 
510.3

 
90.1

 
2,670.5

Amounts representing interest
(641.9
)
 
(148.9
)
 
(211.4
)
 
(19.3
)
 
(1,021.5
)
Present value of net minimum lease payments
$
852.3

 
$
427.0

 
$
298.9

 
$
70.8

 
$
1,649.0

Current portion
$
27.7

 
$
42.3

 
$
127.7

 
$
18.2

 
$
215.9

Noncurrent portion
$
824.6

 
$
384.7

 
$
171.2

 
$
52.6

 
$
1,433.1

VM Notes [Member]
 
Debt Instrument [Line Items]  
Schedule of Debt Instrument Redemption Price
Virgin Media Secured Finance may redeem some or all of the 2025 VM Senior Secured Notes or the 2029 VM 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 applicable 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 VM Senior Secured Notes
 
2029 VM Senior Secured 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%
VM Credit Facility [Member]
 
Debt Instrument [Line Items]  
Schedule of Line of Credit Facilities
The details of our borrowings under the VM Credit Facility as of September 30, 2014 are summarized in the following table:
Facility
 
Final maturity date
 
Interest rate
 
Facility amount
(in borrowing
currency)
 
Unused
borrowing
capacity
 
Carrying
value (a)
 
 
 
 
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
A
June 7, 2019
 
LIBOR + 3.25%
 
£
375.0

 
$

 
$
608.2

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

 

 
2,743.5

D
June 30, 2022
 
LIBOR + 3.25% (b)
 
£
100.0

 

 
161.8

E
June 30, 2023
 
LIBOR + 3.50% (b)
 
£
849.4

 

 
1,374.4

Revolving facility (c)
June 7, 2019
 
LIBOR + 3.25%
 
£
660.0

 
1,070.6

 

Total
 
$
1,070.6

 
$
4,887.9

 _______________

(a)
The carrying values of VM Facilities B, D and E include the impact of discounts.

(b)
VM Facilities B, D and E each have a LIBOR floor of 0.75%.
UPC Broadband Holding Bank Facility [Member]
 
Debt Instrument [Line Items]  
Schedule of Debt
The UPC Broadband Holding Bank Facility, as amended, is the senior secured credit facility of UPC Broadband Holding. The details of our borrowings under the UPC Broadband Holding Bank Facility as of September 30, 2014 are summarized in the following table:
Facility
 
Final maturity date
 
Interest rate
 
Facility amount
(in borrowing
currency) (a)
 
Unused
borrowing
capacity (b)
 
Carrying
value (c)
 
 
 
 
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
V (d)
January 15, 2020
 
7.625%
 
500.0

 
$

 
$
631.5

Y (d)
July 1, 2020
 
6.375%
 
750.0

 

 
947.2

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

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

 

 
1,959.1

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

 

 
1,301.9

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

 
1,283.4

 

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

 
(4,078.7
)
Total
 
$
1,283.4

 
$
3,261.0

_______________

(a)
Except as described in (d) below, amounts represent total third-party facility amounts at September 30, 2014 without giving effect to the impact of discounts.

(b)
At September 30, 2014, our availability under the UPC Broadband Holding Bank Facility was limited to €951.6 million ($1,201.8 million). When the relevant September 30, 2014 compliance reporting requirements have been completed, we anticipate that our availability under the UPC Broadband Holding Bank Facility will be limited to €906.7 million ($1,145.1 million). Facility AI has a fee on unused commitments of 1.3% per year.

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

(d)
Amounts related to certain senior secured notes (the UPCB SPE Notes) issued by special purpose financing entities (the UPCB SPEs) that are consolidated by UPC Holding and Liberty Global. The proceeds from the UPCB SPE Notes were used to fund additional Facilities V, Y, Z, AC and AD, with our wholly-owned subsidiary UPC Financing Partnership as the borrower. Accordingly, the amounts outstanding under Facilities V, Y, Z, AC and AD are eliminated in our condensed consolidated financial statements.

(e)
Facility AH has a LIBOR floor of 0.75%.
Telenet Credit Facility [Member]
 
Debt Instrument [Line Items]  
Schedule of Line of Credit Facilities
The Telenet Credit Facility, as amended, is the senior secured credit facility of Telenet International. The details of our borrowings under the Telenet Credit Facility as of September 30, 2014 are summarized in the following table:
Facility
 
Final maturity date
 
Interest rate
 
Facility amount
(in borrowing
currency) (a)
 
Unused
borrowing
capacity (b)
 
Carrying
value
 
 
 
 
 
 
in millions
 
 
 
 
 
 
 
 
 
 
 
M (c)
November 15, 2020
 
6.375%
 
500.0

 
$

 
$
631.5

O (c)
February 15, 2021
 
6.625%
 
300.0

 

 
378.9

P (c)
June 15, 2021
 
EURIBOR + 3.875%
 
400.0

 

 
505.2

S
December 31, 2016
 
EURIBOR + 2.75%
 
36.9

 
46.6

 

U (c)
August 15, 2022
 
6.250%
 
450.0

 

 
568.3

V (c)
August 15, 2024
 
6.750%
 
250.0

 

 
315.7

W (d)
June 30, 2022
 
EURIBOR + 3.25%
 
474.1

 

 
597.5

X
September 30, 2020
 
EURIBOR + 2.75%
 
286.0

 
361.2

 

Y (d)
June 30, 2023
 
EURIBOR + 3.50%
 
882.9

 

 
1,112.7

Elimination of Telenet Facilities M, O, P, U and V in consolidation (c)
 

 
(2,399.6
)
Total
 
$
407.8

 
$
1,710.2

 _______________

(a)
Except as described in (c) below, amounts represent total third-party facility amounts at September 30, 2014.

(b)
Telenet Facilities S and X have a fee on unused commitments of 1.10% per year.

(c)
As described below, the amounts outstanding under Telenet Facilities M, O, P, U and V are eliminated in Liberty Global’s consolidated financial statements.

(d)
The carrying values of Telenet Facilities W and Y include the impact of discounts.