Debt

3 Months Ended

Mar. 31, 2021

Debt and Lease Obligation [Abstract]

The U.S. dollar equivalents of the components of our debt are as follows:


	March 31, 2021						Principal amount
	Weighted average interest rate (a)		Unused borrowing capacity (b)
			Borrowing currency		U.S. $ equivalent		March 31, 2021		December 31, 2020
			in millions

UPC Holding Bank Facility (c)	3.29	%	€	716.6	$	842.0	$	4,710.0	$	4,767.1
UPCB SPE Notes	3.80	%	—		—		1,339.5		1,393.7
UPC Holding Senior Notes	4.58	%	—		—		1,233.2		1,261.5
Telenet Credit Facility (d)	2.16	%	€	555.0	652.1		3,599.3		3,652.0
Telenet Senior Secured Notes	4.72	%	—		—		1,634.5		1,660.2

Vendor financing (e)	2.23	%	—		—		1,077.3		1,142.9
ITV Collar Loan	0.90	%	—		—		138.4		415.9
Other	7.06	%	—		—		157.6		266.3
Total debt before deferred financing costs, discounts and premiums (f)	3.27	%			$	1,494.1	$	13,889.8	$	14,559.6

The following table provides a reconciliation of total debt before deferred financing costs, discounts and premiums to total debt and finance lease obligations:


	March 31, 2021		December 31, 2020
	in millions

Total debt before deferred financing costs, discounts and premiums	$	13,889.8	$	14,559.6
Deferred financing costs, discounts and premiums, net	(111.9)		(118.4)
Total carrying amount of debt	13,777.9		14,441.2
Finance lease obligations (note 10)	526.5		556.5
Total debt and finance lease obligations	14,304.4		14,997.7
Current maturities of debt and finance lease obligations	(1,059.0)		(1,130.4)
Long-term debt and finance lease obligations	$	13,245.4	$	13,867.3

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(a)Represents the weighted average interest rate in effect at March 31, 2021 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, the weighted average interest rate on our aggregate variable- and fixed-rate indebtedness was 3.67% at March 31, 2021. For information regarding our derivative instruments, see note 6.

(b)Unused borrowing capacity represents the maximum availability under the applicable facility at March 31, 2021 without regard to covenant compliance calculations or other conditions precedent to borrowing. At March 31, 2021, based on the most restrictive applicable leverage covenants, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities, and based on the most restrictive applicable leverage-based restricted payment tests, there were no additional restrictions on the respective subsidiary's ability to make loans or distributions from this availability to Liberty Global or its subsidiaries or other equity holders. Upon completion of the relevant March 31, 2021 compliance reporting requirements, we expect the full amount of unused borrowing capacity will continue to be available under each of the respective subsidiary facilities, with no additional restriction to loan or distribute. Our above expectations do not consider any actual or potential changes to our borrowing levels or any amounts loaned or distributed subsequent to March 31, 2021, or the impact of additional amounts that may be available to borrow, loan or distribute under certain defined baskets within each respective facility.

(c)Unused borrowing capacity under the UPC Holding Bank Facility comprises (i) €500.0 million ($587.5 million) under the UPC Revolving Facility and (ii) €216.6 million ($254.5 million) equivalent under the Revolving Facility, part of which has been made available as an ancillary facility. The UPC Revolving Facility and the Revolving Facility were each undrawn at March 31, 2021. Subsequent to March 31, 2021, commitments under the Revolving Facility were cancelled in full and certain lenders under the Revolving Facility became lenders under the UPC Revolving Facility or increased their commitments under the UPC Revolving Facility, in each case, by a corresponding amount in aggregate. Accordingly, the UPC Revolving Facility, as increased, provides for maximum borrowing capacity equivalent to €736.4 million ($865.2 million).

(d)Unused borrowing capacity under the Telenet Credit Facility comprises (i) €510.0 million ($599.2 million) under the Telenet Revolving Facility I, (ii) €25.0 million ($29.4 million) under the Telenet Overdraft Facility and (iii) €20.0 million ($23.5 million) under the Telenet Revolving Facility, each of which were undrawn at March 31, 2021.

(e)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 on our condensed consolidated balance sheet. These obligations are generally due within one year and include VAT that was also financed under these arrangements. Repayments of vendor financing obligations are included in repayments and repurchases of debt and finance lease obligations in our condensed consolidated statements of cash flows.

(f)As of March 31, 2021 and December 31, 2020, our debt had an estimated fair value of $14.0 billion and $14.7 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) or, when quoted market prices are unavailable or not considered indicative of fair value, discounted cash flow models (mostly Level 2 of the fair value hierarchy). The discount rates used in the cash flow models are based on the market interest rates and estimated credit spreads of the applicable entity, to the extent available, and other relevant factors. For additional information regarding fair value hierarchies, see note 7.

Financing Transactions - General Information

At March 31, 2021, 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 Virgin Media, include their respective restricted parent and subsidiary entities. Below we provide summary descriptions of certain financing transactions completed during the first three months of 2021. A portion of our financing transactions may include non-cash borrowings and repayments. During the three months ended March 31, 2021 and 2020, non-cash borrowings and repayments aggregated nil and $3.5 billion, respectively. Unless otherwise noted, the terms and conditions of any new notes and/or credit facilities are largely consistent with those of existing notes and credit facilities of the corresponding borrowing group with regard to covenants, events of default and change of control provisions, among other items. 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.

UPC Holding Financing Transactions

In April 2021, UPC Holding issued $1,250.0 million principal amount of U.S. dollar-denominated senior secured notes (the 2031 UPC Senior Secured Notes) and used the proceeds to fund UPC Facility AZ, an additional facility under the UPC Holding Bank Facility. UPC Facility AZ was issued at par, matures on July 15, 2031 and bears interest at a rate of 4.875%. The net proceeds from UPC Facility AZ, together with existing cash, were used to prepay (i) in full the €540.0 million ($634.5 million) outstanding principal amount under UPC Facility AK, together with accrued and unpaid interest and the related prepayment premiums which, in turn, was used to redeem in full the €540.0 million outstanding principal amount of UPCB Finance IV Euro Notes on behalf of UPCB Finance IV, and (ii) $600.0 million of the $2,600.0 million outstanding aggregate principal amount under UPC Facility AV and UPC Facility AV2 (as defined and described below).

In April 2021, UPC Holding (i) increased its commitments under UPC Facility AV and UPC Facility AW by entering into an additional (a) $1,300.0 million term loan facility (UPC Facility AV2) and (b) €400.0 million ($470.0 million) term loan facility (UPC Facility AW2), respectively, and (ii) entered into an agreement with certain financial institutions to provide (1) a $1,925.0 million term loan facility (UPC Facility AX) and (2) a €862.5 million ($1,013.4 million) term loan facility (UPC Facility AY). UPC Facility AV2 and UPC Facility AW2 were each issued at par, with terms consistent to those of UPC Facility AV and UPC Facility AW, respectively. UPC Facility AX will be issued at 99.0% of par, mature on January 31, 2029 and bear interest at a rate of LIBOR + 3.0%, subject to a LIBOR floor of 0.0%. UPC Facility AY will be issued at 99.75% of par, mature on January 31, 2029 and bear interest at a rate of EURIBOR + 3.0%, subject to a EURIBOR floor of 0.0%. The proceeds from UPC Facility AV2 and UPC Facility AW2 were used to prepay in full the (A) $1,300.0 million outstanding principal amount under UPC Facility AV1 and (B) €400.0 million outstanding principal amount under UPC Facility AW1, respectively. The proceeds from UPC Facility AX and UPC Facility AY will be used to prepay in full the (I) $2,000.0 million outstanding aggregate principal amount under UPC Facility AV and UPC Facility AV2 and (II) €800.0 million ($940.0 million) outstanding aggregate principal amount under UPC Facility AW and UPC Facility AW2. Any remaining proceeds can be used for general corporate purposes.

Maturities of Debt

Maturities of our debt as of March 31, 2021 are presented below for the named entity and its subsidiaries, unless otherwise noted, and represent U.S. dollar equivalents based on March 31, 2021 exchange rates.


	UPC Holding (a)		Telenet		Other (b)		Total
	in millions

Year ending December 31:
2021 (remainder of year)	$	251.6	$	353.8	$	106.6	$	712.0
2022	124.0		84.3		231.8		440.1
2023	—		11.6		67.1		78.7
2024	—		11.5		18.9		30.4
2025	—		11.5		1.2		12.7
2026	—		11.6		—		11.6
Thereafter	7,282.7		5,321.6		—		12,604.3
Total debt maturities (c)	7,658.3		5,805.9		425.6		13,889.8
Deferred financing costs, discounts and premiums, net	(95.0)		(16.5)		(0.4)		(111.9)
Total debt	$	7,563.3	$	5,789.4	$	425.2	$	13,777.9
Current portion	$	375.6	$	426.0	$	184.7	$	986.3
Noncurrent portion	$	7,187.7	$	5,363.4	$	240.5	$	12,791.6

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

(b)Amounts include $138.4 million related to the ITV Collar Loan, which, as described in note 5, was fully repaid in April 2021.

(c)Amounts include vendor financing obligations of $1,077.3 million, as set forth below:


	UPC Holding		Telenet		Other		Total
	in millions

Year ending December 31:
2021 (remainder of year)	$	251.6	$	342.2	$	106.6	$	700.4
2022	124.0		72.3		93.4		289.7
2023	—		—		67.1		67.1
2024	—		—		18.9		18.9
2025	—		—		1.2		1.2


Total vendor financing maturities	$	375.6	$	414.5	$	287.2	$	1,077.3
Current portion	$	375.6	$	414.5	$	139.9	$	930.0
Noncurrent portion	$	—	$	—	$	147.3	$	147.3