Liberty Global Ltd 8-K, filed Jul 19, 2022
Liberty Global Ltd. (LBTYA)
8-K
2022-07-19
For: 2022-07-19
View Original
Added on
April 09, 2026
About this 8-K
Liberty Global Ltd filed this 8-K on July 19, 2022.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 19, 2022
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification #) | ||||||||||||
(Address of Principal Executive Office)
+44 .208 .483.6449 or 303.220.6600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 REGULATION FD DISCLOSURES
This Current Report on Form 8-K and the information contained in this Press Release attached hereto as Exhibit 99.1 are being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liabilities of that Section.
Item 8.01 OTHER EVENTS.
On July 19, 2022, Liberty Global plc’s Belgian subsidiary, Telenet Group Holding NV (“Telenet”), and Fluvius System Operator CV (“Fluvius”) agreed to create a separate self-funding infrastructure company in Belgium (“NetCo”) that will operate, maintain and commercially exploit all relevant fixed network infrastructure assets currently owned or used by them, and that will further roll-out and operate a mixed hybrid fiber coaxial (HFC) / fiber to the premises (FTTP) network within the current Telenet geographic footprint. NetCo will be operated as an open access network, and Telenet will become a wholesale access client of this network. Telenet and Fluvius will each contribute to NetCo certain assets and liabilities related to their respective cable infrastructure businesses in Belgium. Initially, Telenet will own 66.8%, and Fluvius will own 33.2%, respectively, of the outstanding equity interests of NetCo, and Liberty Global will consolidate NetCo as a subsidiary. The closing of the transaction is subject to the satisfaction of certain conditions, including regulatory conditions and approval from Fluvius shareholders, and is expected to take place at the beginning of 2023. Upon closing, NetCo will become the owner of certain network assets that Telenet currently leases from affiliates of Fluvius. Further detail is in the Press Release attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Name | |||||||
| 99.1* | ||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
* Exhibit is furnished herewith and not deemed to be filed.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIBERTY GLOBAL PLC | ||||||||
| By: | /s/ RANDY L. LAZZELL | |||||||
| Randy L. Lazzell | ||||||||
| Vice President | ||||||||
Date: July 19, 2022
Exhibit 99.1
LIBERTY GLOBAL CONTINUES NETWORK TRANSFORMATION IN EUROPE WITH TELENET/ FLUVIUS PARTNERSHIP IN BELGIUM
Liberty Global Subsidiary Telenet and Fluvius Agree to Fiber Partnership in Flanders
Partnership Complements Previously Announced FTTH Plans in UK and Ireland, and Hybrid Approaches in The Netherlands and Switzerland
Denver, Colorado – July 19, 2022 - Liberty Global plc (“Liberty Global” or the “Company”) (NASDAQ: LBTYA, LBTYB and LBTYK) subsidiary Telenet Group Holding NV (‘Telenet’ - Euronext Brussels: TNET) and Fluvius System Operator (‘Fluvius’) have today entered into a highly attractive and binding agreement to create the network of the future in Flanders.
The companies will incorporate a new independent self-funding infrastructure company, “NetCo”, of which Telenet will own 66.8% and Fluvius 33.2%. Combining both companies’ fixed network assets, NetCo will invest in the gradual evolution of its current hybrid fiber coaxial (“HFC”) network into a Fiber-to-the-Home (“FTTH”) network, targeting 78% of their combined footprint in Flanders by 2038, either through building directly or with external partners, or through wholesale arrangements. NetCo will also focus on upgrading the existing hybrid fiber coaxial (HFC) network using state-of-the-art DOCSIS technology where FTTH will not be deployed.
Key elements of the agreement follow:
•A fully-funded, 5x levered NetCo will result in improved ownership economics for Telenet as opposed to the current rental arrangement whereby Telenet pays to access the Fluvius network representing 1/3 of the Telenet operating footprint today.
• NetCo will operate an open access network with a market-leading utilization rate that's positioned to attract additional strategic and/or financial partners.
•More than 50% of homes passed in NetCo's footprint are very economic to pass with FTTH at an estimated cost per premise of around EUR650.
•The investment will be financed from NetCo's robust cash flow as well as Telenet's EUR745 million of proceeds from its recent tower divestment, with no dependency on obtaining incremental external financing.
•At closing, Telenet’s pro forma net debt will decrease by around EUR500 million as Fluvius’ long-term emphyteutic lease will cease to exist. However, in order to maintain Telenet's consolidated net total leverage of around 4x through the CAPEX-intense build period, its dividend will be reset to a floor of EUR1.00 effective immediately. After the build period, CAPEX intensity is expected to materially decrease and return to normalized historical levels, leading to substantial Adjusted Free Cash Flow growth and providing scope for significantly higher shareholder disbursements.
Telenet’s partnership with Fluvius is the latest development in the ongoing evolution of Liberty Global’s 10 Gigabit network strategies, utilizing a combination of the best upgrade technologies available, which also include:
•Full FTTH upgrade of Virgin Media O2’s fixed network in the UK, targeting completion of all 16 million UK homes by 2028. Separately, Liberty Global and Telefonica are seeking financial partners to create a new, independent joint venture that will accelerate full fiber rollout to up to seven million premises in the UK over the next five years.
•FTTH upgrade of Virgin Media Ireland’s entire footprint, targeting 1m FTTH homes over the next 3 years.
•VodafoneZiggo currently progressing with longer term HFC plans including DOCSIS 4.0 in the Netherlands, with initial indicative costs at an attractive EUR150-200 per home.
•A hybrid approach in Switzerland, where Sunrise is deploying a network strategy that incorporates DOCSIS 3.1 and 4.0 upgrade technologies, wholesale and select fiber builds. To support this, Sunrise has recently renewed wholesale terms with Swisscom and SFN, giving long-term visibility on attractive access terms alongside existing HFC network.
Mike Fries, CEO, Liberty Global, comments: “This partnership with Fluvius places Telenet firmly in the driver’s seat in the Belgian market, and cements NetCo as the undisputed kingmaker with a combined retail and wholesale market share close to 60%.”
“The partnership also highlights the effectiveness of our network strategies. By utilising a combination of the best network upgrade technologies available, we are firmly on the road to offering up to 10 gig broadband speeds in all our markets. Almost 100% of Liberty Global’s networks already offer gigabit speeds to customers today, with VodafoneZiggo due to complete its work to deliver gigabit speeds across its entire network by the end of this year. Our ongoing network development strategies will enable us to extend our leadership positions in each of our core European markets.”
ABOUT LIBERTY GLOBAL
Liberty Global (NASDAQ: LBTYA, LBTYB and LBTYK) is a world leader in converged broadband, video and mobile communications services. We deliver next-generation products through advanced fiber and 5G networks, and currently provide over 85 million fixed and mobile connections* across Europe and the United Kingdom. Our businesses operate under some of the best-known consumer brands, including Virgin Media-O2 in the U.K., VodafoneZiggo in The Netherlands, Telenet in Belgium, Sunrise in Switzerland, Virgin Media in Ireland and UPC in Slovakia. Through our substantial scale and commitment to innovation, we are building Tomorrow’s Connections Today, investing in the infrastructure and platforms that empower our customers to make the most of the digital revolution, while deploying the advanced technologies that nations and economies need to thrive.
Our consolidated businesses generate annual revenue of more than $7.5 billion, while the VodafoneZiggo JV and the VMO2 JV generate combined annual revenue of more than $19 billion.**
Liberty Global Ventures, our global investment arm, has a portfolio of more than 75 companies and funds across content, technology and infrastructure, including strategic stakes in companies like ITV, Televisa Univision, Plume, Lionsgate and the Formula E racing series.
* Represents aggregate consolidated and 50% owned non-consolidated fixed and mobile subscribers. Includes wholesale mobile subscribers of the VMO2 JV and B2B fixed subscribers of the VodafoneZiggo JV.
** Revenue figures above are provided based on full year 2021 Liberty Global consolidated results (excluding revenue from the U.K. JV Entities) and the combined as reported full year 2021 results for the VodafoneZiggo JV and estimated U.S. GAAP full year 2021 results for the VMO2 JV. For more information, please visit
www.libertyglobal.com.
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