Liberty Global, Inc. ("Liberty Global,” "LGI,” or the "Company”)
(NASDAQ: LBTYA, LBTYB and LBTYK) today announced that it has entered
into a share purchase agreement with Unity Media S.C.A. to acquire all
of the issued and outstanding capital stock of Unitymedia GmbH
("Unitymedia”), Germany’s second largest cable operator.
Unitymedia is the largest cable television operator in the German
federal states of North Rhine-Westphalia and Hesse, which are among the
most prosperous and densely populated regions in Germany and Europe. The
cable footprint, passing approximately 8.8 million homes, covers ten of
the twenty largest cities in Germany, including Cologne, Dusseldorf, and
Frankfurt. At September 30, 2009, Unitymedia reported approximately 6.4
million RGUs (as defined by Unitymedia), including 4.5 million analog
and digital basic cable subscribers and 1.9 million new service RGUs
(digital TV Pay, retail broadband internet, wholesale MMA internet, and
telephony).
Liberty Global will acquire 100% of the shares of Unitymedia for an
equity purchase price of €2.0 billion ($3.0 billion), from its parent,
which is owned by a group of shareholders led by BC Partners and Apollo.
Together with Unitymedia’s reported net debt at September 30, 2009 of
approximately €1.5 billion ($2.2 billion), the total consideration is
approximately €3.5 billion ($5.2 billion), excluding transaction costs,
and represents a purchase price multiple of approximately 7.4 times our
estimate of Unitymedia’s 2010 Adjusted EBITDA1 under IFRS
accounting standards. Taking into consideration our estimate of the
annual impact of synergies that may be realized following the full
integration of the acquisition, the effective purchase price multiple
would be approximately 6.6 times 2010 Adjusted EBITDA. Completion of the
transaction is expected to occur in the first half of 2010 and is
subject to regulatory approval.
In terms of financing the transaction, we are targeting debt financing
on Unitymedia’s business of approximately €2.5 billion ($3.7 billion),
of which the net proceeds, after refinancing Unitymedia’s existing debt
and transaction costs, will be available to fund a portion of the equity
consideration. We anticipate that we will fund the remaining equity
purchase price with a combination of existing liquidity available to
LGI, the net proceeds from the sale of $750 million in convertible
notes, excluding an overallotment option, and the sale to SPO Partners &
Co., a long-standing large shareholder, of 4.5 million shares of Series
A common stock and 1.5 million shares of Series C common stock at a
price of $21.375 per share for gross proceeds of approximately $128
million.
Mike Fries, President and Chief Executive Officer of Liberty Global
stated, "We are excited about this transaction as it complements our
existing European footprint and has significant untapped growth
potential in one of the fastest growing cable markets in Europe. The
addition of Unitymedia not only enhances our European presence, but adds
significant scale to our global operations, as our footprint, including
Unitymedia, will exceed 40 million homes."
"Unitymedia fits our strategy of operating best-in-class cable systems,
bringing an experienced management team, a significantly upgraded
network, and a product suite that is well-positioned to deliver superior
value to its customers. We expect that Unitymedia’s growth will be
meaningfully accretive to the overall profile of our European business
and will benefit from substantial synergies in such areas as network
operations and procurement. Adjusting for the transaction, we expect
that our consolidated gross leverage would remain within our 4-5 times
target range. Importantly, our free cash flow and long-term debt
structure should allow us to continue our strategy of buying our own
stock over time. We look forward to the addition of Unitymedia and
believe it will help position us to continue delivering long-term value
to our shareholders."
Liberty Global is being advised by Goldman Sachs in connection with this
acquisition.
About Liberty Global
Liberty Global is the leading international cable operator offering
advanced video, voice and broadband internet services to connect its
customers to the world of entertainment, communications and information.
As of September 30, 2009, Liberty Global operated state-of-the-art
networks that served approximately 17 million customers across 14
countries principally located in Europe, Japan, Chile, and Australia.
Liberty Global’s operations also include significant programming
businesses such as Chellomedia in Europe.
About Unitymedia
Unitymedia is the largest cable television operator in the German
federal states of North Rhine-Westphalia and Hesse and the third largest
cable operator in Europe, as measured by the number of television
subscribers. Headquartered in Cologne, it operates in Hesse and North
Rhine-Westphalia, the most densely populated regions of Germany
producing about one third of Germany’s GDP. In addition to analog cable
services, Unitymedia is a leading provider of integrated triple play
services, driving subscriber growth across digital television, broadband
internet and telephony.
Notice
LGI is not registering under the Securities Act of 1933 the offering of
any securities that may be issued to finance the transaction, and any
securities so issued may not be offered or sold in the United States
absent an applicable exemption from the U.S. registration requirements.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including the targeted close date for the Unitymedia acquisition, the
estimated 2010 Adjusted EBITDA for Unitymedia, our intended debt
financing, convertible note issuance and share sale, our estimate of
post-acquisition synergies, the impact of the transaction on our
operations and financial performance, our ability to maintain free cash
flow, our post-acquisition projected consolidated gross leverage,
continued repurchases of our stock and other information and statements
that are not historical fact. These forward-looking statements involve
certain risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by these statements.
These risks and uncertainties include the receipt and timing of
necessary regulatory approval, our ability to finance the transaction
(including the completion of our debt financing, convertible note
issuance and sale of common stock), Unitymedia’s ability to continue
financial and operational growth at historic levels, the Company’s
ability to successfully operate and integrate the Unitymedia operation
and realize estimated synergies, continued use by subscribers and
potential subscribers of the Unitymedia services, the Company’s ability
to achieve expected operational efficiencies and economies of scale, our
ability to maintain free cash flow and continue our stock buyback
programs, as well as other factors detailed from time to time in the
Company's filings with the Securities and Exchange Commission including
our most recently filed Forms 10-K and 10-Q. These forward-looking
statements speak only as of the date of this release. The Company
expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statement contained herein
to reflect any change in the Company's expectations with regard thereto
or any change in events, conditions or circumstances on which any such
statement is based.
1 Unitymedia defines Adjusted EBITDA as earnings before
interest, income taxes, depreciation and amortization, non-recurring
income, restructuring and transformation costs and non-cash share-based
expense.