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Acquisitions and Dispositions
9 Months Ended
Sep. 30, 2023
Acquisitions and Dispositions [Abstract]  
Acquisitions and Dispositions Acquisitions and Dispositions
2023 Acquisition

Telenet Wyre Transaction. On July 1, 2023, pursuant to an agreement dated July 19, 2022, Telenet and Fluvius System Operator CV (Fluvius) created an independent, self-funding infrastructure company (Wyre) within their combined geographic footprint in Belgium (the Telenet Wyre Transaction). The companies each contributed certain cable infrastructure assets with Telenet and Fluvius initially owning 66.8% and 33.2% of Wyre, respectively. Telenet and Liberty Global began consolidating Wyre’s results upon the closing of the transaction.

With the closing of the Telenet Wyre Transaction, Telenet early terminated and effectively settled certain pre-existing contractual relationships with Fluvius, principally related to Telenet’s leased network, and began consolidating certain infrastructure cable assets contributed by Fluvius to Wyre, as described above. Primarily due to Telenet’s aforementioned pre-existing network leasing relationship with Fluvius, the Telenet Wyre Transaction does not have a significant impact on our operating income during the nine months ended September 30, 2023 or 2022. Accordingly, the pro forma effect of the Telenet Wyre Transaction is not presented herein.
In connection with the Telenet Wyre Transaction, we recognized a net gain of $377.8 million, which represents the difference between the fair value and carrying amount of a pre-existing network leasing relationship between Telenet and Fluvius. No income taxes were required to be provided on this gain.

2022 Dispositions

UPC Poland. On April 1, 2022, we completed the sale of 100% of our operations in Poland (UPC Poland) to a subsidiary of iliad S.A. (iliad). After considering debt and working capital adjustments (including cash disposed), we received net cash proceeds of Polish zloty 6,566.7 million ($1,563.0 million at the transaction date) during the nine months ended September 30, 2022.

In connection with the sale of UPC Poland, we recognized a gain of $848.9 million during the nine months ended September 30, 2022, which includes a cumulative foreign currency translation gain of $10.9 million. No income taxes were required to be provided on this gain.

In connection with the sale of UPC Poland, we have agreed to provide certain transitional services to iliad for a period of up to five years, depending on the service. These services principally comprise network and information technology-related functions. During the nine months ended September 30, 2023 and 2022, we recorded revenue of $20.1 million and $17.1 million, respectively, associated with these transitional services.

UPC Poland is presented as a discontinued operation in our condensed consolidated financial statements for all applicable periods. Effective with the signing of the sale and purchase agreement on September 22, 2021, we ceased to depreciate or amortize the associated long-lived assets. Our operations in Poland were held through UPC Holding prior to the disposal date. No debt, interest or derivative instruments of the UPC Holding borrowing group have been allocated to discontinued operations.
The operating results of UPC Poland for the period from January 1, 2022 to April 1, 2022, the date UPC Poland was sold, are summarized in the following table (in millions). These amounts exclude intercompany revenue and expenses that are eliminated within our condensed consolidated statement of operations.
Revenue$109.5 
Operating income$45.0 
Earnings before income taxes$43.9 
Income tax expense(9.3)
Net earnings attributable to Liberty Global shareholders
$34.6 

Telenet Tower Sale. On June 1, 2022, Telenet completed the sale of substantially all of their passive infrastructure and tower assets to DigitalBridge Investments LLC (DigitalBridge) (the Telenet Tower Sale). After considering working capital adjustments, we received net cash proceeds of €733.0 million ($779.9 million at the transaction date) in the second quarter of 2022. Effective with the signing of the sale and purchase agreement on March 25, 2022, we began accounting for the associated assets and liabilities as held for sale and, accordingly, we ceased to depreciate or amortize these long-lived assets.

In connection with the completion of the Telenet Tower Sale, we recognized a gain of $700.4 million during the nine months ended September 30, 2022. No income taxes were required to be provided on this gain.

As part of the Telenet Tower Sale, Telenet entered into a master lease agreement to lease back the passive infrastructure and tower assets from DigitalBridge for an initial period of 15 years (the Telenet Tower Lease Agreement). In connection with the Telenet Tower Lease Agreement, during the second quarter of 2022, we recorded non-cash additions to our operating lease right-of-use (ROU) assets of $615.1 million and a corresponding increase to our operating lease liabilities of the same amount.

In addition, as part of the Telenet Tower Lease Agreement, Telenet has also committed to lease back 475 build-to-suit sites over the term of the lease. As of September 30, 2023 the total U.S. dollar equivalent of the estimated future payments for the
build-to-suit sites over the term of the lease was $116.7 million, the majority of which are due after 2028. Telenet will act as an agent over the construction of future towers on the build-to-suit sites.