XML 27 R17.htm IDEA: XBRL DOCUMENT v3.23.3
Debt
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Debt Debt
The U.S. dollar equivalents of the components of our debt are as follows:
 September 30, 2023Principal amount
Weighted
average
interest
rate (a)
Unused borrowing
capacity (b)
Borrowing currencyU.S. $
equivalent
September 30,
2023
December 31,
2022
  in millions
UPC Holding Bank Facility (c)7.66 %713.4 $754.6 $3,573.2 $3,587.7 
UPC SPE Notes4.57 %— — 1,646.6 1,651.6 
UPC Holding Senior Notes4.78 %— — 809.7 814.2 
Telenet Credit Facility (d)6.98 %645.0 682.2 3,469.1 3,483.9 
Telenet Senior Secured Notes4.77 %— — 1,571.1 1,578.4 
VM Ireland Credit Facility (e)7.31 %100.0 105.8 952.0 963.9 
Vodafone Collar Loan (f)2.95 %— — 1,330.7 — 
LGBH Facility B (g)7.85 %— — 859.4 — 
Vendor financing (h)4.96 %— — 611.2 704.7 
Other (i)5.57 %— — 466.9 585.8 
Total debt before deferred financing costs, discounts and premiums (j)6.13 %$1,542.6 $15,289.9 $13,370.2 

The following table provides a reconciliation of total debt before deferred financing costs, discounts and premiums to total debt and finance lease obligations:
September 30,
2023
December 31,
2022
in millions
Total debt before deferred financing costs, discounts and premiums
$15,289.9 $13,370.2 
Deferred financing costs, discounts and premiums, net(154.4)(43.1)
Total carrying amount of debt
15,135.5 13,327.1 
Finance lease obligations (note 10)
56.1 436.1 
Total debt and finance lease obligations
15,191.6 13,763.2 
Current portion of debt and finance lease obligations(633.3)(799.7)
Long-term debt and finance lease obligations
$14,558.3 $12,963.5 
_______________

(a)Represents the weighted average interest rate in effect at September 30, 2023 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 derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of deferred financing costs and certain other obligations that we assumed in connection with certain acquisitions, the weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was 3.48% at September 30, 2023. The weighted average interest rate calculation includes principal amounts outstanding associated with all of our secured and unsecured borrowings. For information regarding our derivative instruments, see note 6.
(b)Unused borrowing capacity represents the maximum availability under the applicable facility at September 30, 2023 without regard to covenant compliance calculations or other conditions precedent to borrowing. The following table provides our borrowing availability and amounts available to loan or distribute in accordance with the terms of the respective subsidiary facilities, (i) at September 30, 2023 and (ii) upon completion of the relevant September 30, 2023 compliance reporting requirements. These amounts do not consider any actual or potential changes to our borrowing levels or any amounts loaned or distributed subsequent to September 30, 2023, or the full impact of additional amounts that may be available to borrow, loan or distribute under certain defined baskets within each respective facility.
Availability
 September 30, 2023
Upon completion of the relevant September 30, 2023 compliance reporting requirements
Borrowing currencyU.S. $
equivalent
Borrowing currencyU.S. $
equivalent
 in millions
Available to borrow:
UPC Holding Bank Facility
713.4 $754.6 713.4 $754.6 
Telenet Credit Facility645.0 $682.2 645.0 $682.2 
VM Ireland Credit Facility
100.0 $105.8 100.0 $105.8 
Available to loan or distribute:
UPC Holding Bank Facility
713.4 $754.6 713.4 $754.6 
Telenet Credit Facility645.0 $682.2 645.0 $682.2 
VM Ireland Credit Facility
100.0 $105.8 100.0 $105.8 

(c)Unused borrowing capacity under the UPC Holding Bank Facility relates to an equivalent €713.4 million ($754.6 million) under the UPC Revolving Facility. The UPC Revolving Facility provides for maximum borrowing capacity of €736.4 million ($778.9 million), including €23.0 million ($24.3 million) under the related ancillary facility. With the exception of €23.0 million of borrowings under the ancillary facility, the UPC Revolving Facility was undrawn at September 30, 2023. During 2023, the UPC Holding Bank Facility was amended to replace LIBOR with the Term Secured Overnight Financing Rate (Term SOFR) as the reference rate for U.S. dollar-denominated loans.

(d)Unused borrowing capacity under the Telenet Credit Facility comprises (i) €570.0 million ($602.9 million) under Telenet Revolving Facility B (as defined below), (ii) €30.0 million ($31.7 million) under Telenet Revolving Facility A (as defined below), (iii) €25.0 million ($26.4 million) under the Telenet Overdraft Facility and (iv) €20.0 million ($21.2 million) under the Telenet Revolving Facility, each of which were undrawn at September 30, 2023. During 2023, the Telenet Credit Facility was amended to replace LIBOR with Term SOFR as the reference rate for U.S. dollar-denominated loans. In addition, Telenet Revolving Facility I was amended to provide for an additional €90.0 million ($95.2 million) of borrowing capacity and was split into two revolving facilities. Telenet Revolving Facility A has a maximum borrowing capacity of €30.0 million and a final maturity date of May 31, 2026 and Telenet Revolving Facility B has a maximum borrowing capacity of €570.0 million and a final maturity date of May 31, 2029. All other terms from the previously existing Telenet Revolving Facility I continue to apply to the new revolving facilities.

(e)Unused borrowing capacity under the VM Ireland Credit Facility relates to €100.0 million ($105.8 million) under the VM Ireland Revolving Facility, which was undrawn at September 30, 2023.

(f)For information regarding the Vodafone Collar Loan, see notes 5 and 6.

(g)For information regarding LGBH Facility B, see the Financing Transactions section below.

(h)Represents amounts owed to various creditors pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our property and equipment additions and operating expenses. These arrangements extend our repayment terms beyond a vendor’s original due dates (e.g., extension beyond a vendor’s customary payment terms,
which are generally 90 days or less) and as such are classified outside of accounts payable as debt on our condensed consolidated balance sheets. These obligations are generally due within one year and include VAT that was also financed under these arrangements. For purposes of our condensed consolidated statements of cash flows, operating-related expenses financed by an intermediary are treated as constructive operating cash outflows and constructive financing cash inflows when the intermediary settles the liability with the vendor as there is no actual cash outflow until we pay the financing intermediary. During the nine months ended September 30, 2023 and 2022, the constructive cash outflow included in cash flows from operating activities and the corresponding constructive cash inflow included in cash flows from financing activities related to these operating expenses were $444.5 million and $397.1 million, respectively. Repayments of vendor financing obligations at the time we pay the financing intermediary are included in repayments and repurchases of debt and finance lease obligations in our condensed consolidated statements of cash flows.

(i)Amounts include $420.5 million and $428.1 million at September 30, 2023 and December 31, 2022, respectively, of liabilities related to Telenet’s acquisition of mobile spectrum licenses. Telenet will make annual payments for the license fees over the terms of the respective licenses. For additional information regarding Telenet’s acquisition of mobile spectrum licenses, see note 8.

(j)As of September 30, 2023 and December 31, 2022, our debt had an estimated fair value of $14.6 billion and $12.6 billion, respectively. The estimated fair values of our debt instruments are generally determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy). For additional information regarding fair value hierarchies, see note 7.

General Information

At September 30, 2023, most of our outstanding debt had been incurred by one of our three subsidiary “borrowing groups.” References to these borrowing groups, which comprise UPC Holding, Telenet and VM Ireland, include their respective restricted parent and subsidiary entities. For information regarding the general terms and conditions of our debt and capitalized terms not defined herein, see note 11 to the consolidated financial statements included in our 10-K.

Financing Transactions

In connection with the Telenet Takeover Bid (as defined and described in note 12), Liberty Global Belgium Holding B.V. (LGBH), an indirect wholly-owned subsidiary of Liberty Global, entered into a €1.0 billion ($1.1 billion) term loan facility (LGBH Facility B). LGBH Facility B was issued at par, matures on July 25, 2026 and bears interest at a rate of EURIBOR plus (i) 4.0% per annum through July 24, 2024, (ii) 4.5% per annum from July 25, 2024 through July 24, 2025 and (iii) 5.25% per annum from July 25, 2025 through maturity, in each case subject to a EURIBOR floor of 0.0%. Under LGBH Facility B, LGBH drew (a) €745.0 million ($788.0 million) in July 2023 and (b) €67.5 million ($71.4 million) in September 2023, the proceeds of which were used to fund the Offer (as defined and described in note 12).

In October 2023, LGBH drew an additional €77.5 million ($82.0 million) under LGBH Facility B, the proceeds of which were used to further fund the Offer. The remaining €110.0 million ($116.4 million) of undrawn commitments under LGBH Facility B were subsequently cancelled.
Maturities of Debt

Maturities of our debt as of September 30, 2023 are presented below for the named entity and its subsidiaries, unless otherwise noted, and represent U.S. dollar equivalents based on September 30, 2023 exchange rates.
UPC Holding (a)
Telenet
VM Ireland
Other (b)Total
 in millions
Year ending December 31:
2023 (remainder of year)$43.0 $100.8 $— $11.7 $155.5 
2024191.4 285.2 — 15.1 491.7 
2025— 22.2 — 315.1 337.3 
2026— 22.3 — 1,876.1 1,898.4 
2027— 22.6 — — 22.6 
20281,152.4 3,917.3 — — 5,069.7 
Thereafter4,877.1 1,485.6 952.0 — 7,314.7 
Total debt maturities (c)6,263.9 5,856.0 952.0 2,218.0 15,289.9 
Deferred financing costs, discounts and premiums, net
(22.4)(9.8)(5.2)(117.0)(154.4)
Total debt$6,241.5 $5,846.2 $946.8 $2,101.0 $15,135.5 
Current portion
$234.4 $368.3 $— $18.9 $621.6 
Long-term portion$6,007.1 $5,477.9 $946.8 $2,082.1 $14,513.9 
_______________

(a)Amounts include certain senior secured notes issued by special purpose financing entities that are consolidated by UPC Holding and Liberty Global.

(b)Includes $1,330.7 million related to the Vodafone Collar Loan, which has settlement dates in 2025 and 2026 consistent with the Vodafone Collar. We may elect to use cash or the collective value of the related shares and Vodafone Collar to settle amounts under the Vodafone Collar Loan.

(c)Amounts include vendor financing obligations of $611.2 million, as set forth below:
UPC
Holding
TelenetOtherTotal
 in millions
Year ending December 31:
2023 (remainder of year)$43.0 $85.2 $11.7 $139.9 
2024191.4 263.7 15.1 470.2 
2025— — 1.1 1.1 
Total vendor financing maturities$234.4 $348.9 $27.9 $611.2 
Current portion
$234.4 $348.9 $18.9 $602.2 
Long-term portion$— $— $9.0 $9.0 
Vendor Financing Obligations

A reconciliation of the beginning and ending balances of our vendor financing obligations for the indicated periods is set forth below:
20232022
 in millions
Balance at January 1$704.7 $843.2 
Operating-related vendor financing additions444.5 397.1 
Capital-related vendor financing additions129.9 142.9 
Principal payments on operating-related vendor financing(470.9)(525.9)
Principal payments on capital-related vendor financing(210.8)(120.0)
Foreign currency and other13.8 (76.5)
Balance at September 30
$611.2 $660.8