Liberty Global (LBTYA)

 

On October 31, 2007, LGJ Holdings LLC (LGJ Holdings), our wholly owned indirect subsidiary, executed a new senior secured credit facility agreement (the LGJ Credit Facility). The LGJ Credit Facility provides for an initial term loan facility in the amount of ¥75.0 billion ($654.8 million at the transaction date) (the Term Loan Facility) which was drawn in full on November 5, 2007 (the Closing Date). The proceeds of the Term Loan Facility have been used to make a distribution to the sole member of LGJ Holdings and to pay fees, costs and expenses incurred in connection with granting the Term Loan Facility. The Term Loan Facility will be repaid in two installments with (i) 2.5% of the outstanding principal amount of the Term Loan Facility being repayable four and a half years from the Closing Date and (ii) 97.5% of the outstanding principal amount of the Term Loan Facility repayable five years from the Closing Date. The applicable margin for the Term Loan Facility is 3.25% per annum over TIBOR. The LGJ Credit Facility contains a mechanism whereby additional term facilities may be entered into subject to compliance with applicable covenants and certain other restrictions. In addition to customary restrictive covenants, prepayment requirements and events of default, the LGJ Credit Facility requires compliance with various financial covenants including Asset Coverage Ratios and a Leverage Ratio (each as defined in the LGJ Credit Facility). The Material Group Members (as defined therein) are permitted to make certain limited distributions and restricted payments. The LGJ Credit Facility is secured by (i) pledges over the membership interests of LGJ Holdings and the stock of its two subsidiaries, Liberty Japan, Inc. (Liberty Japan), a wholly owned direct subsidiary of LGJ Holdings, and Liberty Jupiter (except for up to 14.3% of the common stock of Liberty Jupiter not held by LGJ Holdings), (ii) a pledge over a bank account of LGJ Holdings, (iii) a security agreement in respect of certain current and future assets of LGJ Holdings, Liberty Japan and Liberty Jupiter and (iv) such other security documents as may be entered into from time to time pursuant to the Finance Documents (as defined therein). Liberty Japan and Liberty Jupiter are members of Super Media through which we indirectly own our interest in J:COM. LGJ Holding’s obligations are guaranteed by Liberty Japan and Liberty Jupiter. LGI has provided a guarantee with respect to the payment of interest and, under certain limited circumstances, the payment of principal and other obligations under the LGJ Credit Facility.