LBTYA 8-K/A
Liberty Global Ltd. (LBTYA)
8-K/A
2024-11-15
For: 2024-11-08
View Original
Added on
April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 8, 2024
(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)
+1 .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. ☐
Explanatory Statement
On November 8, 2024, Liberty Global Ltd. (“Liberty Global”) completed the previously announced spin-off (the “Spin-off”) of its former wholly owned subsidiary Sunrise Communications AG (“Sunrise”), following a series of transactions that resulted in the transfer to Sunrise of Liberty Global’s Swiss telecommunications operations.
The Spin-off was accomplished by the distribution to: (i) holders of Liberty Global Class A and Class C common shares of one Sunrise Class A common share (namenaktien), par value CHF 0.10 per share (“Sunrise Class A Common Shares”), in the form of one Sunrise Class A American depositary share (“Sunrise Class A ADSs”), for every five Liberty Global Class A or Class C common shares owned by such holders, and (ii) holders of Liberty Global Class B common shares of two Sunrise Class B shares with privileged voting rights (stimmrechtsaktien), par value CHF 0.01 per share (“Sunrise Class B Shares”), in the form of two Sunrise Class B American depositary shares (“Sunrise Class B ADSs” and together with the Sunrise Class A ADSs, the “Sunrise ADSs”), for each Liberty Global Class B common share owned by such holders. As a result of the Spin-off, Sunrise is an independent, publicly traded company and Liberty Global continues to own (in whole or in part) and operate its businesses in Belgium, Ireland, Slovakia, the United Kingdom and the Netherlands.
The Registrant reported the closing of the Spin-off under Item 2.01 of its Current Report on Form 8-K, dated November 8, 2024 (File No. 001-35961) (the “November 8-K”), and undertook therein to file the pro forma financial information required by Item 9.01(b) of Form 8-K (the “Pro Forma Financial Information”) in connection with the closing of the Spin-off, by amendment to the November 8-K not later than four business days after the earliest event reported in the November 8-K.
The Pro Forma Financial Information is being filed herewith under Item 9.01 of this Current Report on Form 8-K/A (Amendment No. 1). Except as described above, all other information in the November 8-K remains unchanged.
Item 8.01 Other Events
In connection with the completion of the Spin-off, Allen Overy Shearman Sterling US LLP delivered to Liberty Global an opinion as to certain United States federal income tax matters. The opinion was substantially in the form previously filed as Exhibit 8.1 to the registration statement on Form F-4 related to the Spin-off, which was initially filed by Sunrise with the Securities and Exchange Commission on August 26, 2024 and declared effective on September 20, 2024. A copy of this opinion is filed herewith as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial information, and the related notes thereto, of Liberty Global, as of and for the nine months ended September 30, 2024 and for the years ended December 31, 2023, 2022 and 2021, respectively, are incorporated herein by reference to Exhibit 99.3 to this Current Report on Form 8-K/A.
(d) Exhibits
| Exhibit No. | Exhibit Name | |||||||
| 99.1* | ||||||||
| 99.2** | ||||||||
| 99.3** | ||||||||
| 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) | |||||||
* Furnished with the Registrant's Form 8-K dated November 8, 2024
** Filed herewith
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 LTD. | ||||||||
| By: | /s/ RANDY L. LAZZELL | |||||||
| Randy L. Lazzell | ||||||||
| Vice President | ||||||||
Date: November 15, 2024
Exhibit 99.2  Allen Overy Shearman Sterling US LLP 599 Lexington Avenue New York, NY 10022-6069 +1.212.848.4000 | ||
Exhibit 8.1
November 8, 2024
Liberty Global Ltd. 1550 Wewatta Street, Suite 1000 Denver, CO 80202 | ||
Distribution of Shares of Sunrise Communications AG
U.S. Federal Income Tax Opinion
U.S. Federal Income Tax Opinion
Ladies and Gentlemen:
We have acted as special tax counsel to Liberty Global Ltd., a Bermuda exempted company limited by shares (“Liberty Global”), in connection with certain aspects of the spin-off of Sunrise Communications AG (“Sunrise”) (the “spin-off”) in a series of transactions that will include: (i) the transfer of Liberty Global’s Swiss telecommunications operations to Sunrise HoldCo VI B.V. (“Newco BV”), an indirect wholly owned subsidiary of Liberty Global, (ii) the reduction by Liberty Global of its share premium account, (iii) in satisfaction of the share premium reduction, the transfer by Liberty Global of all of the equity interests in Newco BV, to Sunrise by way of a contribution in kind, and (iv) the issuance by Sunrise of shares designated as Class A Common Shares and Class B Shares, in each case in ADS form (the “Sunrise ADSs”), to holders of common shares of Liberty Global (“Liberty Global Common Shares”).
Sunrise has filed the Registration Statement on Form F-4 (Registration No. 333-281772), including the Prospectus forming a part thereof, with the Securities and Exchange Commission on August 23, 2024 (collectively, and as amended on or prior to the date hereof, the “Registration Statement”). Unless otherwise indicated, each capitalized term used herein has the meaning ascribed to it in the Registration Statement.
In preparing our opinion set forth below, we have examined and reviewed originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the tax representation letters delivered to us by Liberty Global (dated November 8, 2024) and certain Liberty Global shareholders (dated November 8, 2024) (collectively, the “Tax Representation Letters”), (iii) the Master Separation Agreement, a form of which is attached to the Registration Statement as Annex A, and related agreements, and (iv) such other documents,
| AOSHEARMAN.COM | ||
| Allen Overy Shearman Sterling US LLP is a limited liability partnership organized under the laws of the State of Delaware. Allen Overy Shearman Sterling US LLP is affiliated with Allen Overy Shearman Sterling LLP, a limited liability partnership registered in England and Wales with registered number OC306763 and with its registered office at One Bishops Square, London E1 6AD. It is authorized and regulated by the Solicitors Regulation Authority of England and Wales (SRA number 401323). The term partner is used to refer to a member of Allen Overy Shearman Sterling LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen Overy Shearman Sterling LLP and of the non-members who are designated as partners is open to inspection at its registered office at One Bishops Square, London E1 6AD. | ||
Liberty Global Ltd. November 8, 2024
Page 2
certificates and records as we have deemed necessary or appropriate as a basis for our opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or electronic copies and the authenticity of the originals of such latter documents.
In rendering our opinion, we have assumed with your permission that (i) the spin-off will be consummated as described in the Registration Statement (and none of the terms or conditions contained therein, or in any exhibit thereto, have been or will be waived or modified), (ii) there will be due execution and delivery of all documents required for the spin-off to be effective, and (iii) no action has been, or will be, taken that is inconsistent with any statement, representation or undertaking set forth in the Registration Statement or the Tax Representation Letters. Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing truth, accuracy and completeness (without regard to any qualification as to knowledge or belief) of the facts, statements and representations and compliance with the undertakings (without waiver) set forth in the documents referred to above, including the statements and representations, which we have neither investigated nor verified, made in the Tax Representation Letters. Any inaccuracy in these assumptions, facts, statements or representations, or failure to comply with undertakings (including on account of events occurring subsequent to the spin-off) could affect the conclusions expressed herein.
Our opinion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, judicial decisions, published positions of the Internal Revenue Service (“IRS”), and such other authorities as we have considered relevant, all as of the date of this opinion and all of which are subject to change or different interpretations (possibly with retroactive effect). Any change in the authorities upon which our opinion is based could affect the conclusions expressed herein. Further, opinions of counsel are not binding on the IRS or courts and thus there can be no assurance that our opinion will be accepted by the IRS or, if challenged, by a court.
Based upon the foregoing and subject to the assumptions, limitations and qualifications set forth herein and in the Registration Statement under the heading “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off,” we are of the opinion that, under currently applicable U.S. federal income tax law:
| 1. | The spin-off should qualify as a reorganization within the meaning of Section 368(a)(1)(D) of the Code, and Liberty Global and Sunrise should each qualify as a “party to a reorganization” within the meaning of Section 368(b) of the Code. | ||||||||||
| 2. | No gain or loss should be recognized by (and no amount should be includible in the gross income of) U.S. shareholders of Liberty Global Common Shares solely by reason of their receipt of Sunrise ADSs as a result of the spin-off, except with respect to any cash received in lieu of fractional shares. | |||||||
Liberty Global Ltd. November 8, 2024
Page 3
| 3. | The aggregate tax basis of the Sunrise ADSs received as a result of the spin-off by a holder of Liberty Global Common Shares and such holder’s Liberty Global Common Shares held immediately before the spin-off should equal such holder’s aggregate tax basis in its Liberty Global Common Shares immediately before the spin-off (subject to reduction upon the deemed sale of any fractional shares); and | |||||||
| 4. | The holding period of Sunrise ADSs received by a holder of Liberty Global Common Shares as a result of the spin-off should include the holding period of its Liberty Global Common Shares with respect to which such Sunrise ADSs were distributed, provided that such Liberty Global Common Shares are held as a capital asset on the date of the spin-off. | |||||||
We render no opinion except as expressly set forth above, and this opinion does not address holders who acquire Sunrise ADSs other than as a result of the spin-off or are subject to special treatment under U.S. federal income tax laws; for additional information with respect to U.S. federal income tax matters related to the spin-off, see the discussion set forth under the heading “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” in the Registration Statement. This opinion has been prepared for Liberty Global solely in connection with the spin-off.
Further, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, or future factual developments, will not adversely affect the accuracy of the conclusions stated herein. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters or changes arising subsequent to the date hereof or the impact of any information, document, certificate, record, statement, representation, undertaking, or assumption relied upon herein that becomes incorrect or untrue.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the references to us in the Registration Statement under “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off”. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Allen Overy Shearman Sterling US LLP
Allen Overy Shearman Sterling US LLP
JMS
DPK
Exhibit 99.3
LIBERTY GLOBAL LTD.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On November 8, 2024, Liberty Global Ltd. (Liberty Global) completed the spin-off of 100% of its operations in Switzerland and certain other Liberty Global subsidiaries connected to its Swiss business (together, the Sunrise Entities) to Liberty Global shareholders. The Sunrise Entities were separated from the remaining business of Liberty Global through a series of transactions (the “Spin-off”) that resulted in the transfer of the Sunrise Entities to “Sunrise”, a newly formed independent, separate publicly traded Swiss company. Shares of Sunrise were distributed to Liberty Global’s shareholders as part of the Spin-off.
On October 31, 2024, in connection with the Spin-off, Liberty Global contributed CHF 1,313.1 million ($1,555.0 million at the applicable rate) to Sunrise. Additionally, all outstanding related party notes receivable and payable, including related party interest receivable and payable, between subsidiaries of Liberty Global and subsidiaries of the Sunrise Entities were settled on a net basis prior to the Spin-off.
Liberty Global and Sunrise, or their respective subsidiaries, will remain parties to certain existing agreements, including the technology master services agreement and other services agreements, and entered into a new transitional services agreement upon closing of the Spin-off in order to govern the ongoing relationships between them after the Spin-off and to provide for an orderly transition of Sunrise to independent public company status. With the exception of the new transitional service agreement, the amounts expected to be paid by Sunrise to Liberty Global for these services after the Spin-off will be calculated on a basis consistent with the historical amounts charged by Liberty Global to Sunrise for these services.
The following unaudited pro forma condensed consolidated financial statements of Liberty Global give effect to the Spin-off and related transactions as described above.
As a result of the Spin-off, the operations of the Sunrise Entities will be presented as a discontinued operation by Liberty Global in accordance with ASC 205, Presentation of Financial Statements (ASC 205) as of the effective date of the Spin-off.
The unaudited pro forma condensed consolidated financial statements of Liberty Global have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission.
The unaudited pro forma condensed consolidated statements of operations present the Sunrise Entities as a discontinued operation for the nine months ended September 30, 2024 and the years ended December 31, 2023, 2022, and 2021, respectively, as if the Spin-off occurred on January 1, 2023. In addition, the unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2024 and the year ended December 31, 2023 reflect certain adjustments related to the Spin-off, as if the other transactions described herein occurred on January 1, 2023. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 reflects adjustments related to the Spin-off, as well as certain adjustments related to the Spin-off as discussed above, as if the other transactions described herein occurred on September 30, 2024. The weighted average ordinary shares outstanding for the diluted earnings per share computation have not been adjusted for any modifications to the Liberty Global equity incentive plans as a result of the Spin-off.
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 has been derived from the unaudited historical condensed consolidated balance sheet of Liberty Global as of September 30, 2024, the unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2024 has been derived from the unaudited historical condensed consolidated statement of operations of Liberty Global for the nine months ended September 30, 2024 and the unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021 have been derived from the audited historical consolidated statements of operations of Liberty Global for the years ended December 31, 2023, 2022 and 2021, respectively.
The unaudited pro forma information should be read in conjunction with the accompanying notes hereto, Liberty Global’s historical consolidated financial statements and related notes thereto included in its Annual Report on Form 10-K (as amended) for the fiscal year ended December 31, 2023 and its Quarterly Report on Form 10-Q for the nine months ended September 30, 2024.
1
The unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have been achieved had the Spin-off and related transactions occurred on the dates assumed, nor is it indicative of future operating results or financial position.
The unaudited pro forma adjustments are based upon information and assumptions available at the time of the filing of this Current Report on Form 8-K/A as set forth in the notes to the unaudited pro forma condensed consolidated financial statements.
2
LIBERTY GLOBAL LTD.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2024
| Liberty Global Historical Consolidated | Sunrise Historical Consolidated | Notes | Other Adjustments to Reflect the Spin-off | Notes | Total Liberty Global Pro Forma | ||||||||||||||||||||||||||||||
| in millions | |||||||||||||||||||||||||||||||||||
ASSETS | |||||||||||||||||||||||||||||||||||
| Current assets: | |||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | 2,356.4 | $ | 11.0 | (1a) | $ | (1,555.0) | (2a) | $ | 790.4 | |||||||||||||||||||||||||
| Trade receivables, net | 863.4 | 456.5 | (1a) | — | 406.9 | ||||||||||||||||||||||||||||||
| Short-term investments (measured at fair value on a recurring basis) | 906.3 | — | — | 906.3 | |||||||||||||||||||||||||||||||
| Derivative instruments | 399.7 | 192.4 | (1a) | — | 207.3 | ||||||||||||||||||||||||||||||
| Other current assets | 671.2 | 336.5 | (1a) | — | 334.7 | ||||||||||||||||||||||||||||||
| Total current assets | 5,197.0 | 996.4 | (1,555.0) | 2,645.6 | |||||||||||||||||||||||||||||||
| Investments and related notes receivable | 13,617.0 | 59.6 | (1a) | — | 13,557.4 | ||||||||||||||||||||||||||||||
| Property and equipment, net | 7,439.8 | 2,932.1 | (1a) | — | 4,507.7 | ||||||||||||||||||||||||||||||
| Goodwill | 10,325.6 | 7,129.1 | (1a) | — | 3,196.5 | ||||||||||||||||||||||||||||||
| Intangible assets subject to amortization, net | 1,773.8 | 1,053.7 | (1a) | — | 720.1 | ||||||||||||||||||||||||||||||
| Operating lease right-of-use assets | 2,383.3 | 1,630.0 | (1a) | — | 753.3 | ||||||||||||||||||||||||||||||
| Other assets, net | 1,029.9 | 265.1 | (1a) | — | 764.8 | ||||||||||||||||||||||||||||||
| Total assets | $ | 41,766.4 | $ | 14,066.0 | $ | (1,555.0) | $ | 26,145.4 | |||||||||||||||||||||||||||
3
LIBERTY GLOBAL LTD.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2024 — (Continued)
| Liberty Global Historical Consolidated | Sunrise Historical Consolidated | Notes | Other Adjustments to Reflect the Spin-off | Notes | Total Liberty Global Pro Forma | ||||||||||||||||||||||||||||||
| in millions | |||||||||||||||||||||||||||||||||||
LIABILITIES AND EQUITY | |||||||||||||||||||||||||||||||||||
| Current liabilities: | |||||||||||||||||||||||||||||||||||
| Accounts payable | $ | 560.6 | $ | 172.6 | (1a) | $ | — | $ | 388.0 | ||||||||||||||||||||||||||
| Deferred revenue | 267.4 | 112.4 | (1a) | — | 155.0 | ||||||||||||||||||||||||||||||
| Derivative instruments | 459.2 | 347.4 | (1a) | — | 111.8 | ||||||||||||||||||||||||||||||
| Current portion of debt and finance lease obligations | 999.3 | 403.2 | (1a) | — | 596.1 | ||||||||||||||||||||||||||||||
| Accrued capital expenditures | 299.1 | 81.1 | (1a) | — | 218.0 | ||||||||||||||||||||||||||||||
| Accrued income taxes | 248.6 | 0.4 | (1a) | — | 248.2 | ||||||||||||||||||||||||||||||
| Other accrued and current liabilities | 1,517.0 | 608.7 | (1a) | 17.5 | (3) | 925.8 | |||||||||||||||||||||||||||||
| Total current liabilities | 4,351.2 | 1,725.8 | 17.5 | 2,642.9 | |||||||||||||||||||||||||||||||
| Long-term debt and finance lease obligations | 14,891.8 | 6,137.8 | (1a) | — | 8,754.0 | ||||||||||||||||||||||||||||||
| Long-term operating lease liabilities | 2,000.9 | 1,282.6 | (1a) | — | 718.3 | ||||||||||||||||||||||||||||||
| Other long-term liabilities | 1,870.9 | 986.5 | (1a) | — | 884.4 | ||||||||||||||||||||||||||||||
| Total liabilities | 23,114.8 | 10,132.7 | 17.5 | 12,999.6 | |||||||||||||||||||||||||||||||
| Equity: | |||||||||||||||||||||||||||||||||||
| Liberty Global shareholders: | |||||||||||||||||||||||||||||||||||
| Class A common shares | 1.7 | — | — | 1.7 | |||||||||||||||||||||||||||||||
| Class B common shares | 0.1 | — | — | 0.1 | |||||||||||||||||||||||||||||||
| Class C common shares | 1.8 | — | — | 1.8 | |||||||||||||||||||||||||||||||
| Additional paid-in capital | 926.2 | — | — | 926.2 | |||||||||||||||||||||||||||||||
| Accumulated earnings | 14,910.0 | 3,386.8 | (1b) | (1,555.0) | (2) | 9,950.7 | |||||||||||||||||||||||||||||
| (17.5) | (3) | ||||||||||||||||||||||||||||||||||
| Accumulated other comprehensive earnings, net of taxes | 2,819.4 | 523.3 | (1b) | — | 2,296.1 | ||||||||||||||||||||||||||||||
| Treasury shares, at cost | (0.1) | — | — | (0.1) | |||||||||||||||||||||||||||||||
| Total Liberty Global shareholders | 18,659.1 | 3,910.1 | (1,572.5) | 13,176.5 | |||||||||||||||||||||||||||||||
| Noncontrolling interests | (7.5) | 23.2 | (1b) | — | (30.7) | ||||||||||||||||||||||||||||||
| Total equity | 18,651.6 | 3,933.3 | (1,572.5) | 13,145.8 | |||||||||||||||||||||||||||||||
| Total liabilities and equity | $ | 41,766.4 | $ | 14,066.0 | $ | (1,555.0) | $ | 26,145.4 | |||||||||||||||||||||||||||
4
LIBERTY GLOBAL LTD.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
| Liberty Global Historical Consolidated | Sunrise Historical Consolidated (1a) | Other Adjustments to Reflect the Spin-off | Notes | Total Liberty Global Pro Forma | |||||||||||||||||||||||||
| in millions, except per share amounts | |||||||||||||||||||||||||||||
| Revenue | $ | 5,754.0 | $ | 2,535.3 | $ | 96.3 | (4) | $ | 3,315.6 | ||||||||||||||||||||
| 0.6 | (5) | ||||||||||||||||||||||||||||
| Operating costs and expenses (exclusive of depreciation and amortization, shown separately below): | |||||||||||||||||||||||||||||
| Programming and other direct costs of services | 1,853.3 | 802.0 | 0.2 | (4) | 1,051.5 | ||||||||||||||||||||||||
| Other operating | 912.0 | 345.7 | — | 566.3 | |||||||||||||||||||||||||
Selling, general and administrative (SG&A) | 1,281.3 | 462.8 | — | 818.5 | |||||||||||||||||||||||||
| Depreciation and amortization | 1,512.7 | 762.3 | — | 750.4 | |||||||||||||||||||||||||
| Impairment, restructuring and other operating items, net | 51.7 | 7.6 | — | 44.1 | |||||||||||||||||||||||||
| 5,611.0 | 2,380.4 | 0.2 | 3,230.8 | ||||||||||||||||||||||||||
| Operating income | 143.0 | 154.9 | 96.7 | 84.8 | |||||||||||||||||||||||||
| Non-operating income (expense): | |||||||||||||||||||||||||||||
| Interest expense | (756.2) | (322.0) | (7.0) | (4) | (434.2) | ||||||||||||||||||||||||
| 7.0 | (6) | ||||||||||||||||||||||||||||
| Realized and unrealized gains (losses) on derivative instruments, net | 67.0 | 106.3 | — | (39.3) | |||||||||||||||||||||||||
| Foreign currency transaction losses, net | (280.3) | (78.2) | — | (202.1) | |||||||||||||||||||||||||
| Realized and unrealized gains due to changes in fair values of certain investments, net | 38.9 | 1.2 | — | 37.7 | |||||||||||||||||||||||||
| Share of results of affiliates, net | (166.6) | (2.2) | — | (164.4) | |||||||||||||||||||||||||
| Gain on sale of All3Media | 242.9 | — | — | 242.9 | |||||||||||||||||||||||||
| Other non-operating income | 191.1 | 25.1 | 1.5 | (4) | 100.5 | ||||||||||||||||||||||||
| (1.5) | (6) | ||||||||||||||||||||||||||||
| (65.5) | (7) | ||||||||||||||||||||||||||||
| (663.2) | (269.8) | (65.5) | (458.9) | ||||||||||||||||||||||||||
| Loss from continuing operations before income taxes | (520.2) | (114.9) | 31.2 | (374.1) | |||||||||||||||||||||||||
| Income tax expense | (88.5) | (28.7) | — | (8) | (59.8) | ||||||||||||||||||||||||
| Loss from continuing operations | $ | (608.7) | $ | (143.6) | $ | 31.2 | $ | (433.9) | |||||||||||||||||||||
| Net loss attributable to Liberty Global shareholders from continuing operations | $ | (656.0) | $ | (143.6) | $ | 31.2 | $ | (481.2) | |||||||||||||||||||||
| Basic and dilutive loss attributable to Liberty Global shareholders per share — continuing operations | $ | (1.77) | $ | (1.30) | |||||||||||||||||||||||||
| Weighted average ordinary shares outstanding — basic and diluted earnings per share computation | 370,673,984 | 370,673,984 | |||||||||||||||||||||||||||
5
LIBERTY GLOBAL LTD.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
| Liberty Global Historical Consolidated | Sunrise Historical Consolidated (1a) | Other Adjustments to Reflect the Spin-off | Notes | Total Liberty Global Pro Forma | |||||||||||||||||||||||||
| in millions, except per share amounts | |||||||||||||||||||||||||||||
| Revenue | $ | 7,491.4 | $ | 3,375.6 | $ | 156.1 | (4) | $ | 4,234.9 | ||||||||||||||||||||
| (37.0) | (5) | ||||||||||||||||||||||||||||
| Operating costs and expenses (exclusive of depreciation and amortization, shown separately below): | |||||||||||||||||||||||||||||
| Programming and other direct costs of services | 2,384.7 | 1,099.2 | 3.6 | (4) | 1,289.1 | ||||||||||||||||||||||||
| Other operating | 1,207.1 | 441.6 | — | 765.5 | |||||||||||||||||||||||||
| SG&A | 1,761.0 | 641.8 | 25.6 | (3) | 1,144.8 | ||||||||||||||||||||||||
| Depreciation and amortization | 2,315.2 | 1,098.8 | — | 1,216.4 | |||||||||||||||||||||||||
| Impairment, restructuring and other operating items, net | 67.9 | 24.9 | — | 43.0 | |||||||||||||||||||||||||
| 7,735.9 | 3,306.3 | 29.2 | 4,458.8 | ||||||||||||||||||||||||||
| Operating loss | (244.5) | 69.3 | 89.9 | (223.9) | |||||||||||||||||||||||||
| Non-operating income (expense): | |||||||||||||||||||||||||||||
| Interest expense | (907.9) | (402.9) | (2.3) | (4) | (505.0) | ||||||||||||||||||||||||
| 2.3 | (6) | ||||||||||||||||||||||||||||
| Realized and unrealized gains (losses) on derivative instruments, net | (526.3) | (604.6) | — | 78.3 | |||||||||||||||||||||||||
| Foreign currency transaction losses, net | (70.8) | 648.9 | — | (719.7) | |||||||||||||||||||||||||
| Realized and unrealized losses due to changes in fair values of certain investments, net | (557.3) | (0.7) | — | (556.6) | |||||||||||||||||||||||||
| Share of results of affiliates, net | (2,019.3) | (0.9) | — | (2,018.4) | |||||||||||||||||||||||||
| Other non-operating income | 601.9 | 12.7 | 1.9 | (4) | 504.5 | ||||||||||||||||||||||||
| (1.9) | (6) | ||||||||||||||||||||||||||||
| (84.7) | (7) | ||||||||||||||||||||||||||||
| (3,479.7) | (347.5) | (84.7) | (3,216.9) | ||||||||||||||||||||||||||
| Loss from continuing operations before income taxes | (3,724.2) | (278.2) | 5.2 | (3,440.8) | |||||||||||||||||||||||||
| Income tax expense | (149.6) | 63.5 | — | (8) | (213.1) | ||||||||||||||||||||||||
| Loss from continuing operations | $ | (3,873.8) | $ | (214.7) | $ | 5.2 | $ | (3,653.9) | |||||||||||||||||||||
| Net loss attributable to Liberty Global shareholders from continuing operations | $ | (4,051.7) | $ | (214.7) | $ | 5.2 | $ | (3,831.8) | |||||||||||||||||||||
| Basic and diluted loss attributable to Liberty Global shareholders per share — continuing operations | $ | (9.52) | $ | (9.00) | |||||||||||||||||||||||||
| Weighted average ordinary shares outstanding — basic and diluted earnings per share computations | 425,679,037 | 425,679,037 | |||||||||||||||||||||||||||
6
LIBERTY GLOBAL LTD.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2022
| Liberty Global Historical Consolidated | Sunrise Historical Consolidated (1a) | Total Liberty Global Pro Forma | |||||||||||||||
| in millions, except per share amounts | |||||||||||||||||
| Revenue | $ | 7,195.7 | $ | 3,178.2 | $ | 4,017.5 | |||||||||||
| Operating costs and expenses (exclusive of depreciation and amortization, shown separately below): | |||||||||||||||||
| Programming and other direct costs of services | 2,085.7 | 1,019.4 | 1,066.3 | ||||||||||||||
| Other operating | 1,088.2 | 408.6 | 679.6 | ||||||||||||||
| SG&A | 1,618.5 | 612.7 | 1,005.8 | ||||||||||||||
| Depreciation and amortization | 2,171.4 | 1,077.8 | 1,093.6 | ||||||||||||||
| Impairment, restructuring and other operating items, net | 85.1 | 22.8 | 62.3 | ||||||||||||||
| 7,048.9 | 3,141.3 | 3,907.6 | |||||||||||||||
| Operating income | 146.8 | 36.9 | 109.9 | ||||||||||||||
| Non-operating income (expense): | |||||||||||||||||
| Interest expense | (589.3) | (288.4) | (300.9) | ||||||||||||||
| Realized and unrealized gains on derivative instruments, net | 1,213.1 | 358.7 | 854.4 | ||||||||||||||
| Foreign currency transaction gains, net | 1,407.2 | 108.4 | 1,298.8 | ||||||||||||||
| Realized and unrealized losses due to changes in fair values of certain investments, net | (323.5) | (6.5) | (317.0) | ||||||||||||||
| Share of results of affiliates, net | (1,267.8) | 0.5 | (1,268.3) | ||||||||||||||
| Gain associated with the Telenet Tower Sale | 700.5 | — | 700.5 | ||||||||||||||
| Other non-operating income | 137.2 | 36.2 | 101.0 | ||||||||||||||
| 1,277.4 | 208.9 | 1,068.5 | |||||||||||||||
| Earnings from continuing operations before income taxes | 1,424.2 | 245.8 | 1,178.4 | ||||||||||||||
| Income tax expense | (318.9) | 87.8 | (406.7) | ||||||||||||||
| Earnings from continuing operations | $ | 1,105.3 | $ | 333.6 | $ | 771.7 | |||||||||||
| Net earnings attributable to Liberty Global shareholders from continuing operations | $ | 592.2 | $ | 333.6 | $ | 258.6 | |||||||||||
| Basic earnings attributable to Liberty Global shareholders per share — continuing operations | $ | 1.21 | $ | 0.53 | |||||||||||||
| Dilutive earnings attributable to Liberty Global shareholders per share — continuing operations | $ | 1.19 | $ | 0.52 | |||||||||||||
| Weighted average ordinary shares outstanding — basic earnings per share computation | 489,555,582 | 489,555,582 | |||||||||||||||
| Weighted average ordinary shares outstanding — diluted earnings per share computation | 496,988,850 | 496,988,850 | |||||||||||||||
7
LIBERTY GLOBAL LTD.
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2021
| Liberty Global Historical Consolidated | Sunrise Historical Consolidated (1a) | Total Liberty Global Pro Forma | |||||||||||||||
| in millions, except per share amounts | |||||||||||||||||
| Revenue | $ | 10,311.3 | $ | 3,320.6 | $ | 6,990.7 | |||||||||||
| Operating costs and expenses (exclusive of depreciation and amortization, shown separately below): | |||||||||||||||||
| Programming and other direct costs of services | 3,017.6 | 1,061.2 | 1,956.4 | ||||||||||||||
| Other operating | 1,484.6 | 389.0 | 1,095.6 | ||||||||||||||
| SG&A | 2,154.1 | 653.6 | 1,500.5 | ||||||||||||||
| Depreciation and amortization | 2,353.7 | 1,026.9 | 1,326.8 | ||||||||||||||
| Impairment, restructuring and other operating items, net | (19.0) | (45.4) | 26.4 | ||||||||||||||
| 8,991.0 | 3,085.3 | 5,905.7 | |||||||||||||||
| Operating income | 1,320.3 | 235.3 | 1,085.0 | ||||||||||||||
| Non-operating income (expense): | |||||||||||||||||
| Interest expense | (882.1) | (284.8) | (597.3) | ||||||||||||||
| Realized and unrealized gains on derivative instruments, net | 537.3 | 221.8 | 315.5 | ||||||||||||||
| Foreign currency transaction gains, net | 1,324.5 | 21.2 | 1,303.3 | ||||||||||||||
| Realized and unrealized gains due to changes in fair values of certain investments, net | 820.6 | 3.0 | 817.6 | ||||||||||||||
| Share of results of affiliates, net | (175.4) | — | (175.4) | ||||||||||||||
| Gain on U.K. JV Transaction | 10,873.8 | — | 10,873.8 | ||||||||||||||
| Other non-operating income | 181.8 | (38.6) | 220.4 | ||||||||||||||
| 12,680.5 | (77.4) | 12,757.9 | |||||||||||||||
| Earnings from continuing operations before income taxes | 14,000.8 | 157.9 | 13,842.9 | ||||||||||||||
| Income tax expense | (473.3) | 55.1 | (528.4) | ||||||||||||||
| Earnings from continuing operations | $ | 13,527.5 | $ | 213.0 | $ | 13,314.5 | |||||||||||
| Net earnings attributable to Liberty Global shareholders from continuing operations | $ | 13,344.2 | $ | 213.0 | $ | 13,131.2 | |||||||||||
| Basic earnings attributable to Liberty Global shareholders per share — continuing operations | $ | 24.01 | $ | 23.63 | |||||||||||||
| Diluted earnings attributable to Liberty Global shareholders per share — continuing operations | $ | 23.45 | $ | 23.07 | |||||||||||||
| Weighted average ordinary shares outstanding — basic earnings per share computation | 555,695,224 | 555,695,224 | |||||||||||||||
| Weighted average ordinary shares outstanding — diluted earnings per share computation | 569,114,223 | 569,114,223 | |||||||||||||||
8
LIBERTY GLOBAL LTD.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
AND COMBINED FINANCIAL STATEMENTS
Spin-off and Related Transactions
(1) Following the Spin-off, the Sunrise Entities will be presented as a discontinued operation by Liberty Global in accordance with ASC 205.
(a)This adjustment removes Sunrise’s historical balances from Liberty Global’s consolidated balances in accordance with ASC 205.
(b)Reflects the historical equity balances of the Sunrise Entities recognized in the unaudited historical financial statements of Liberty Global prepared in accordance with accounting principles generally accepted in the United States.
(2) Reflects the transfer to Sunrise by Liberty Global of the net assets of the Sunrise Entities after giving effect to the terms provided for in the Master Separation Agreement and the accounting treatment related thereto (in millions):
Net assets of the Sunrise Entities | $ | 3,933.3 | |||
| Less: Accumulated other comprehensive earnings, net of taxes attributable to the Sunrise Entities | (523.3) | ||||
Less: Noncontrolling interests attributable to the Sunrise Entities | (23.2) | ||||
| Invested capital in the Sunrise Entities | 3,386.8 | ||||
| Cash contributed by Liberty Global prior to Spin-off (a) | 1,555.0 | ||||
| Reduction to accumulated earnings attributable to Spin-off | $ | 4,941.8 | |||
_______________
(a)Reflects the contribution of CHF 1,313.1 million ($1,555.0 million at the applicable rate) from Liberty Global to Sunrise to fund the repayment of third-party debt, including associated derivatives, in connection with the Spin-off and working capital needs of Sunrise. The contribution was funded through the existing corporate liquidity of Liberty Global.
(3) Reflects estimated incremental transaction costs directly related to the Spin-off, including third party legal and advisory fees of $25.6 million, that are expected to be incurred by Liberty Global subsequent to December 31, 2023 and are, therefore, not reflected in the historical consolidated statement of operations of Liberty Global and $17.5 million of costs that are expected to be incurred by Liberty Global subsequent to September 30, 2024 and are, therefore, not reflected in the historical condensed consolidated balance sheet. These transaction costs are non-recurring and will not affect Liberty Global’s statement of operations beyond 12 months after the effective date of the Spin-off.
(4) Reflects the reversal of previously recorded eliminations of intercompany transactions between Liberty Global and the Sunrise Entities primarily attributable to (i) programming-related and interconnect services, (ii) management, finance, legal and other services, (iii) procurement, (iv) technology and innovation-related services and (v) interest on related party notes.
(5) Reflects the net effect of (i) the elimination of historical intercompany transactions between Liberty Global and Sunrise for services generally related to management, finance, legal and other services to support Sunrise’s operations under the terms of previous agreements of $23.9 million and $68.9 million for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively, and (ii) estimated amounts to be charged by Liberty Global to Sunrise for management, finance, legal and other services pursuant to the transitional services agreement entered into in connection with the Spin-off of $24.5 million and $31.9 million for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively. No incremental costs are expected to be incurred by Liberty Global for the management, finance, legal and other services provided under the transitional services agreement.
9
LIBERTY GLOBAL LTD.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
AND COMBINED FINANCIAL STATEMENTS
(6) Reflects the elimination of historical related party interest expense of $7.0 million and $2.3 million for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively, and related party interest income of $1.5 million and $1.9 million for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively, associated with the net settlement of the related party note payable and notes receivable between the Sunrise Entities and Liberty Global prior to the Spin-off.
(7) Reflects the estimated reduction of interest income associated with the portion of Liberty Global’s contribution to Sunrise funded through existing corporate liquidity referred to in note (2a) above calculated based on the average yield earned on our investments in separately-managed accounts (SMAs) of 5.6% and 5.5% during the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively. A 1/8 of a percentage point change in the average yield earned on our investments in SMAs would result in a change of $1.5 million and $1.9 million during the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively, in the estimated reduction of interest income associated with the portion of Liberty Global’s contribution to Sunrise funded through existing corporate liquidity.
(8) The pre-tax pro forma adjustments primarily relate to transactions involving existing corporate entities of Liberty Global that form part of a Dutch fiscal unity with existing tax loss carryforwards and related deferred tax assets. A valuation allowance has been recorded to reduce the net deferred tax assets of this Dutch fiscal unity as it is more-likely-than-not that such net deferred tax assets will not be realized. In that regard, the pro forma income tax adjustment otherwise required due to the pre-tax pro forma adjustments would be offset by a valuation allowance and, therefore, would have no impact on the income tax expense reported in the unaudited pro forma condensed consolidated statement of operations.
10