Ropes & Gray Advises on €500 Million High-Yield Issuance for UPCB Finance

Ropes & Gray recently represented UPCB Finance Limited (UPCB) in connection with its recent issuance of €500 million principal amount of 7⅝% senior secured notes due in January 2020. This is the second successful closing of a high-yield offering by the firm’s London office since its opening in late 2009.

UPCB acceded as a lender to UPC Broadband Holding BV's senior secured bank facility (the Facility) and used the proceeds from the notes to fund a loan to UPC Financing Partnership (the Loan) under the Facility. UPC Financing Partnership used the proceeds to reduce certain outstanding amounts under the Facility.

As a lender under the Facility, UPCB will be treated the same as the other lenders under the Facility and will have benefits, rights and protections that are similar to those afforded to the other lenders. The holders of the notes will be provided indirectly with the benefits, rights and protections granted to UPCB as a lender under the Facility and provided with direct security interests over (i) all of the issued shares of UPCB and (ii) the Loan.

The Initial Purchasers of the Notes were Credit Suisse, Barclays Capital, BNP Paribas, Calyon and The Royal Bank of Scotland plc.

“We continue to consider what investors are looking for as we come to the market with creative financing solutions,” said Jeremy Evans, Liberty’s Head Counsel for Global Finance. This high yield financing follows the successful launch and closing of Liberty Global’s issuance of an aggregate of €2.66 billion of a combination of senior-secured and senior notes in connection with its recent acquisition of Unitymedia.

The Ropes & Gray team was led by Jane Rogers (Boston) working closely with Rom Watson (Boston) and associates Sara Clevering (Boston), Eric Issadore (Boston) and Anja Mahon (London).