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Acquisitions and Dispositions
6 Months Ended
Jun. 30, 2019
Acquisitions and Dispositions [Abstract]  
Acquisitions and Dispositions Acquisitions and Dispositions

Acquisition

De Vijver Media. Prior to June 3, 2019, Telenet owned a 50.0% equity method investment in De Vijver Media NV (De Vijver Media), which provides content production, broadcasting and advertising services in Belgium. On June 3, 2019, Telenet acquired the remaining 50.0% ownership interest in De Vijver Media for cash consideration of €52.5 million ($58.9 million at the transaction date) (the De Vijver Media Acquisition) after post-closing adjustments. Immediately following this transaction, Telenet repaid in full De Vijver Media’s €62.0 million ($69.5 million at the transaction date) of outstanding third-party debt. In connection with the De Vijver Media Acquisition, we recognized a $25.7 million gain during the second quarter of 2019, representing the difference between the fair value and carrying amount of our then-existing 50.0% ownership interest in De Vijver Media. This gain is included in other income, net, in our condensed consolidated statements of operations.

Pending Disposition

UPC Switzerland. On February 27, 2019, we entered into an agreement to sell UPC Switzerland to Sunrise Communications Group AG (“Sunrise”) for a total enterprise value of $6.3 billion (equivalent at the agreement date). Sunrise will acquire UPC Switzerland and certain holding companies within the UPC Holding borrowing group inclusive of the UPC Holding borrowing group’s existing senior and senior secured notes (together, the UPC Notes), associated derivatives and certain other debt items, which, based on December 31, 2018 outstanding balances, had an aggregate value equal to approximately $3.7 billion (equivalent at the agreement date). The net cash proceeds are expected to be $2.6 billion (equivalent at the agreement date), subject to customary other liabilities and working capital adjustments at completion, and are expected to be used for general corporate purposes.
 
As the transaction is structured, a change of control will not be triggered under the UPC Notes.

Closing of the transaction is subject to regulatory approval, which is expected prior to year-end 2019, and approval by Sunrise’s shareholders with respect to an associated capital increase. The criteria for presenting UPC Switzerland as a discontinued operation will not be met until such shareholder approval is obtained by Sunrise. Accordingly, UPC Switzerland continues to be included in our continuing operations.

In connection with the agreement to sell UPC Switzerland, we have agreed to provide certain transitional services to Sunrise for a period of up to five years. These services principally comprise network and information technology-related functions. The annual charges for such transitional services will depend on the actual level of transitional services required by Sunrise.

Completed Dispositions

Vodafone Disposal Group. On July 31, 2019, we completed the sale of our operations in Germany, Romania, Hungary and the Czech Republic to Vodafone. The operations of Germany, Romania, Hungary and the Czech Republic are collectively referred to herein as the “Vodafone Disposal Group.” After considering debt and working capital adjustments and €188.1 million ($213.7 million) of cash to be paid by our company to settle centrally-held vendor financing obligations associated with the Vodafone Disposal Group, we received net cash proceeds of €10.1 billion ($11.3 billion at the applicable rates). In August 2019, we used a portion of the net proceeds from the sale of the Vodafone Disposal Group to prepay in full the $1,645.0 million outstanding principal amount on a U.S. dollar-denominated term loan facility under the UPC Holding Bank Facility.

In connection with the sale of the Vodafone Disposal Group, we have agreed to provide certain transitional services for a period of up to four years. These services principally comprise network and information technology-related functions. The annual charges will depend on the actual level of services required by Vodafone.

UPC DTH. On May 2, 2019, we completed the sale of UPC DTH to M7 Group (M7). After considering debt and working capital adjustments, we received net cash proceeds of €130.5 million ($145.8 million at the applicable dates). The proceeds from the sale of UPC DTH were used for general corporate purposes.

In connection with the sale of UPC DTH, we recognized a gain of $106.6 million that includes cumulative foreign currency translation losses of $10.0 million. No income taxes were required to be provided on this gain, which is included in gain on disposal of discontinued operations, net of taxes, in our condensed consolidated statements of operations.

In connection with the sale of UPC DTH, we have agreed to provide certain transitional services to M7 for a period of up to two years. These services principally comprise network and information technology-related functions. The annual charges will depend on the actual level of services required by the purchaser.

UPC Austria. On July 31, 2018, we completed the sale of our Austrian operations, “UPC Austria,” to Deutsche Telekom AG (Deutsche Telekom). In connection with the sale of UPC Austria, we have agreed to provide certain transitional services to Deutsche Telekom for a period of up to four years. These services principally comprise network and information technology-related functions. During the six months ended June 30, 2019, we recorded revenue of $21.0 million associated with these transitional services.

Presentation of Discontinued Operations

The operations of the Vodafone Disposal Group, UPC Austria and UPC DTH are presented as discontinued operations in our condensed consolidated financial statements for all applicable periods. In connection with the signing of each respective sale agreement, we ceased to depreciate or amortize the long-lived assets of (i) UPC Austria on December 22, 2017, (ii) the Vodafone Disposal Group on May 9, 2018 and (iii) UPC DTH on December 21, 2018. Our operations in Austria, Romania, Hungary, the Czech Republic as well as the operations of UPC DTH were held through UPC Holding prior to their respective disposal dates. No debt, interest expense or derivative instruments of the UPC Holding borrowing group, other than with respect to certain borrowings that are direct obligations of the entities to be disposed, has been allocated to discontinued operations. Conversely, all of Unitymedia’s debt, interest expense and derivative instruments are included in discontinued operations as its debt and derivative instruments are direct obligations of entities within the Vodafone Disposal Group. A portion of the proceeds from the disposition of UPC Austria was used to reduce the outstanding debt of the UPC Holding borrowing group.

The carrying amounts of the major classes of assets and liabilities of the Vodafone Disposal Group as of June 30, 2019 are summarized below (in millions). These amounts exclude intercompany assets and liabilities that are eliminated within our condensed consolidated balance sheet.
Assets:
 
Current assets other than cash
$
405.8

Property and equipment, net
5,934.2

Goodwill
3,956.5

Other assets, net
984.1

Total assets
$
11,280.6

 
 
Liabilities:
 
Current portion of debt and finance lease obligations
$
889.1

Other accrued and current liabilities
1,179.0

Long-term debt and finance lease obligations
8,973.7

Other long-term liabilities
1,567.3

Total liabilities
$
12,609.1


The carrying amounts of the major classes of assets and liabilities of the Vodafone Disposal Group and UPC DTH as of December 31, 2018 are summarized below. These amounts exclude intercompany assets and liabilities that are eliminated within our condensed consolidated balance sheet.
 
Vodafone Disposal Group
 
UPC DTH
 
Total
 
in millions
Assets:
 
 
 
 
 
Current assets other than cash
$
348.0

 
$
8.5

 
$
356.5

Property and equipment, net
5,591.4

 
79.7

 
5,671.1

Goodwill
3,986.7

 

 
3,986.7

Other assets, net
509.4

 
7.4

 
516.8

Total assets
$
10,435.5

 
$
95.6

 
$
10,531.1

 
 
 
 
 
 
Liabilities:
 
 
 
 
 
Current portion of debt and finance lease obligations
$
809.0

 
$
11.2

 
$
820.2

Other accrued and current liabilities
1,114.8

 
32.5

 
1,147.3

Long-term debt and finance lease obligations
9,037.1

 
37.5

 
9,074.6

Other long-term liabilities
997.5

 
0.3

 
997.8

Total liabilities
$
11,958.4

 
$
81.5

 
$
12,039.9


The operating results of UPC Austria, the Vodafone Disposal Group and UPC DTH for the periods indicated are summarized in the following tables. These amounts exclude intercompany revenue and expenses that are eliminated within our condensed consolidated statement of operations.
 
Vodafone Disposal Group
 
UPC DTH (a)
 
Total
 
in millions
Three months ended June 30, 2019
 
 
 
 
 
Revenue
$
868.9

 
$
9.0

 
$
877.9

Operating income
$
514.0

 
$
2.1

 
$
516.1

 
 
 
 
 
 
Earnings before income taxes
$
435.2

 
$
2.2

 
$
437.4

Income tax expense
(121.9
)
 

 
(121.9
)
Net earnings
$
313.3

 
$
2.2

 
$
315.5

Net earnings attributable to Liberty Global shareholders
$
313.3

 
$
2.2

 
$
315.5

_______________

(a)
Includes the operating results of UPC DTH from April 1, 2019 through May 2, 2019, the date UPC DTH was sold.

 
Vodafone Disposal Group
 
UPC DTH (a)
 
Total
 
in millions
Six months ended June 30, 2019
 
 
 
 
 
Revenue
$
1,727.6

 
$
36.7

 
$
1,764.3

Operating income
$
1,009.5

 
$
10.7

 
$
1,020.2

 
 
 
 
 
 
Earnings before income taxes
$
867.3

 
$
9.5

 
$
876.8

Income tax expense
(238.7
)
 

 
(238.7
)
Net earnings
$
628.6

 
$
9.5

 
$
638.1

Net earnings attributable to Liberty Global shareholders
$
628.6

 
$
9.5

 
$
638.1

_______________

(a)
Includes the operating results of UPC DTH from January 1, 2019 through May 2, 2019, the date UPC DTH was sold.

 
UPC Austria
 
Vodafone Disposal Group
 
UPC DTH
 
Total
 
in millions
Three months ended June 30, 2018
 
 
 
 
 
 
 
Revenue
$
107.4

 
$
892.9

 
$
29.5

 
$
1,029.8

Operating income (loss)
$
61.7

 
$
419.9

 
$
(0.2
)
 
$
481.4

 
 
 
 
 
 
 
 
Earnings (loss) before income taxes
$
61.5

 
$
310.1

 
$
(0.3
)
 
$
371.3

Income tax expense
(9.7
)
 
(80.1
)
 

 
(89.8
)
Net earnings (loss)
51.8

 
230.0

 
(0.3
)
 
281.5

Net earnings attributable to noncontrolling interests
(1.8
)
 

 

 
(1.8
)
Net earnings (loss) attributable to Liberty Global shareholders
$
50.0

 
$
230.0

 
$
(0.3
)
 
$
279.7

 
UPC Austria
 
Vodafone Disposal Group
 
UPC DTH
 
Total
 
in millions
Six months ended June 30, 2018
 
 
 
 
 
 
 
Revenue
$
216.7

 
$
1,845.2

 
$
60.5

 
$
2,122.4

Operating income
$
122.9

 
$
731.5

 
$
2.6

 
$
857.0

 
 
 
 
 
 
 
 
Earnings before income taxes
$
122.7

 
$
491.5

 
$
1.9

 
$
616.1

Income tax expense
(19.2
)
 
(126.8
)
 

 
(146.0
)
Net earnings
103.5

 
364.7

 
1.9

 
470.1

Net earnings attributable to noncontrolling interests
(3.6
)
 

 

 
(3.6
)
Net earnings attributable to Liberty Global shareholders
$
99.9

 
$
364.7

 
$
1.9

 
$
466.5


Our basic and diluted earnings from discontinued operations attributable to Liberty Global shareholders per share for the three and six months ended June 30, 2019 and 2018 is presented below. These amounts relate to the operations of the Vodafone Disposal Group, UPC DTH and, for the 2018 periods, UPC Austria.
 
Three months ended
 
Six months ended
 
June 30,
 
June 30,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Basic and diluted earnings from discontinued operations attributable to Liberty Global shareholders per share
$
0.43

 
$
0.35

 
$
0.86

 
$
0.58