Capital/Financing Update • Jul 22, 2015
Capital/Financing Update
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The enclosed information constitutes regulated information as defined in the Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.
Mechelen, July 22, 2015 – Telenet Group Holding NV ("Telenet" or the "Company") announces the issuance of €530 million 4.875% Senior Secured Fixed Rate Notes due 2027 (the "Notes"). Following the refinancing of certain Term Loans and the prepayment of the Senior Secured Fixed Rate Notes due 2016 in April last year, the issuance of additional debt facilities of up to €1,000 million related to the acquisition of BASE Company NV, and the recent upsizing of available commitments under its revolving credit facilities by a net €85 million, this transaction represents the next step in a further optimization of Telenet's capital structure and marks a further improvement of its debt maturity profile.
The Notes will be issued by Telenet Finance VI Luxembourg S.C.A. (the "Issuer"), an independent financing company incorporated at the direction of Telenet to issue the Notes in the international debt markets for this purpose. The proceeds of the Notes will be on lent by the Issuer to Telenet International Finance S.à r.l. as an additional facility under Telenet's existing Senior Credit Facility (the "Senior Credit Facility"). The Notes will be the obligations of the Issuer alone and not of, or guaranteed in any way by, Telenet Group Holding NV, Telenet NV or any of their subsidiaries.
Telenet International Finance S.à r.l. intends to use the net proceeds from the additional facility to prepay Facility M under the Senior Credit Facility. Telenet Finance Luxembourg S.C.A. will in turn use the proceeds from the prepayment of Facility M to redeem its €500 million aggregate principal amount of Senior Secured Notes due 2020.
As of March 31, 2015, Telenet's net leverage ratio1 was 3.7x (excluding any impacts related to BASE Company acquisition), which was stable compared to December 31, 2014. Telenet's debt is rated B+ and B1 at S&P and Moody's, respectively, both with a stable outlook.
Goldman Sachs, J.P. Morgan, Royal Bank of Canada and Société Générale acted as Bookrunners.
Contacts Investor Relations: Rob Goyens – [email protected] – Phone: +32 15 333 054 Press & Media Relations: Stefan Coenjaerts – [email protected] – Phone: +32 15 335 006 Legal: Bart van Sprundel – [email protected] – Phone: +32 15 333 495
Thomas Deschepper – [email protected] – Phone: +32 15 366 645
(1) Net leverage ratio is calculated as per the 2010 Amended Senior Credit Facility definition, using net total debt, excluding (a) subordinated shareholder loans, (b) capitalized elements of indebtedness under the Clientele and Annuity Fees, (c) any finance leases entered into on or prior to August 1, 2007, and (d) any indebtedness incurred under the network lease entered into with the pure intermunicipalities up to a maximum aggregate amount of €195.0 million, divided by last two quarters' Consolidated Annualized EBITDA.
About Telenet – Telenet is a leading provider of media and telecommunication services. Its business comprises the provision of cable television, high speed internet and fixed and mobile telephony services, primarily to residential customers in Flanders and Brussels. In addition, Telenet offers services to business customers across Belgium under the brand Telenet Business. Telenet is listed on the Euronext Brussels Stock Exchange under the ticker symbol TNET and is part of the BEL20 stock market index.
Additional Information – Additional information on Telenet and its products can be obtained from the Company's website http://www.telenet.be. Further information regarding the operating and financial data presented herein can be downloaded from the investor relations pages of this website. The Company's Consolidated Annual Report 2014 as well as unaudited condensed consolidated financial statements and presentations related to the financial results for the year ended December 31, 2014 have been made available on the investor relations pages of the Company's website (http://investors.telenet.be).
This document has been released on July 22, 2015 at 8:15am CET
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Notes mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any other jurisdiction. The Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the Notes in the United States.
This announcement is being distributed only to, and is directed only at (a) persons who are outside the United Kingdom, (b) if in the United Kingdom, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), and/or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
This communication may be distributed in any member state of the European Economic Area, where no public offering will take place, which applies Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are investment professionals for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds.
The distribution of this announcement may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The contents of this announcement may include statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will", or "should", and include statements by Telenet concerning the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. Telenet's actual results may differ materially from those predicted by the forward-looking statements. Telenet does not undertake to publicly update or revise forward-looking statements, except as may be required by law.
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