Subsequent Event

Telenet Refinancing Transaction

Telenet Finance VI Luxembourg S.C.A. (Telenet Finance VI), a special purpose financing entity that is owned 100% by certain third parties, was created for the primary purposes of facilitating the July 24, 2015 offering of €530.0 million ($591.1 million) principal amount of 4.875% senior secured notes due July 15, 2027 (the Telenet Finance VI Notes). The Telenet Finance VI Notes were issued at 98.885% of par. Telenet Finance VI, which has no material business operations, used the proceeds from the Telenet Finance VI Notes to fund a new additional facility (Telenet Facility AB) under the Telenet Credit Facility.

The net proceeds from Telenet Facility AB will be used to prepay the full principal amount of Telenet Facility M under the Telenet Credit Facility, together with accrued and unpaid interest and the related prepayment premium, to Telenet Finance Luxembourg S.C.A. (Telenet Finance) and, in turn Telenet Finance will use such proceeds to fully redeem the €500.0 million ($557.7 million) outstanding principal amount of its 6.375% senior secured notes.

Telenet Finance VI is dependent on payments from Telenet International under Telenet Facility AB of the Telenet Credit Facility in order to service its payment obligations under the Telenet Finance VI Notes. Although Telenet International has no equity or voting interest in Telenet Finance VI, the Telenet Facility AB loan creates a variable interest in Telenet Finance VI 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 Telenet Finance VI. Accordingly, the amount outstanding under Telenet Facility AB will be eliminated in Liberty Global’s consolidated financial statements.

Pursuant to the respective indenture for the Telenet Finance VI Notes (the Telenet SPE Indenture) and the respective accession agreement for Telenet Facility AB, the call provisions, maturity and applicable interest rate for Telenet Facility AB are the same as those of the related notes. Telenet Finance VI, as a lender under the Telenet Credit Facility, is treated the same as the other lenders under the Telenet Credit Facility, with benefits, rights and protections similar to those afforded to the other lenders. Through the covenants in the Telenet SPE Indenture and the applicable security interests over (i) all of the issued shares of Telenet Finance VI and (ii) Telenet Finance VI’s rights under Telenet Facility AB granted to secure the obligations of Telenet Finance VI under Telenet Facility AB, the holders of the Telenet Finance VI Notes are provided indirectly with the benefits, rights, protections and covenants, granted to Telenet Finance VI as a lender under the Telenet Credit Facility.

Telenet Finance VI is prohibited from incurring any additional indebtedness, subject to certain exceptions, under the Telenet SPE Indenture.

Subject to the circumstances described below, the Telenet Finance VI Notes are non-callable until July 15, 2021 (the Telenet SPE Notes Call Date). If, however, at any time prior to the Telenet SPE Notes Call Date, all or a portion of the loan under Telenet Facility AB is voluntarily prepaid (a Telenet Early Redemption Event), then Telenet Finance VI will be required to redeem an aggregate principal amount of the Telenet Finance VI Notes equal to the aggregate principal amount of the loan so prepaid under Telenet Facility AB. In general, the redemption price payable will equal 100% of the principal amount of the Telenet Finance VI Notes to be redeemed and a “make-whole” premium, which is the present value of all remaining scheduled interest payments to the Telenet SPE Notes Call Date using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points.

Upon the occurrence of an Telenet Early Redemption Event on or after the Telenet SPE Notes Call Date, Telenet Finance VI will redeem an aggregate principal amount of the Telenet Finance VI Notes equal to the principal amount of Telenet Facility AB prepaid at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest and additional amounts, (as specified in the applicable indenture), if any, to the applicable redemption date, if redeemed during the 12-month period commencing on July 15 of the years set forth below:



		Redemption price
Year		Telenet Finance VI Notes

2021		102.438%
2022		101.219%
2023		100.609%
2024 and thereafter		100.000%

Prior to the Telenet SPE Notes Call Date, during each 12-month period commencing on the date on which the Telenet Finance VI Notes were issued, Telenet Finance VI may redeem up to 10% of the principal amount of the Telenet Finance VI Notes at a redemption price of 103% of the principal amount of the relevant Telenet Finance VI Notes plus accrued and unpaid interest up to (but excluding) the redemption date.

If there is a change in control (as specified in the indenture) under the Telenet Credit Facility, Telenet Finance VI must offer to repurchase the Telenet Finance VI Notes at a redemption price of 101%.