Liberty Living Finance plc bonds
On 28 November 2017, Liberty Living Finance plc issued £300,000,000 2.625% guaranteed bonds due 28 November 2024 and £300,000,000 3.375% guaranteed bonds due 28 November 2029. The terms and conditions of the bond trust deeds are identical, other than the interest rate and date of maturity.
The bonds have been admitted to the Official List of the Irish Stock Exchange (now trading as Euronext Dublin) and to trading on the Global Exchange Market, which is the exchange-regulated market of the Irish Stock Exchange. The bonds were constituted by separate trust deeds entered into between Liberty Living Finance, certain members of the Liberty Living group as guarantors and Deutsche Trustee Company Limited as trustee on 28 November 2017. The bonds are required to be guaranteed by the same entities as the Liberty Living Principal Bank Facility (described in paragraph 18.2.2 below). The bonds are not secured.
The bonds bear interest in each case payable annually in arrears on 28 November. The bond trust deeds contain financial covenants regarding gearing, secured gearing and interest cover. In summary:
- Net gearing must not exceed 0.65:1 at any time
- Secured gearing must not exceed 0.25:1 at any time
- Interest cover in respect of each 12-month period ending on a reporting date must not be less than 1.75:1.
The bond trust deeds also contain a negative pledge restricting the creation of a security interest to secure other listed debt without providing the same or equivalent security over the bonds.
The bonds may be redeemed before their redemption dates for tax reasons if Liberty Living Finance, or a guarantor, becomes obliged to gross-up principal or interest payments as a result of changes to UK tax law, subject to the satisfaction of certain conditions.
Liberty Living Finance may redeem the bonds at any time by giving a prescribed amount of notice to bondholders. The bonds contain a change of control put event. If there is a change of control of Liberty Living Holdings Inc and an announcement is made by the relevant rating agency that the bonds are being downgraded as a result of such change of control, bondholders have the option to request that their bonds are bought back subject to satisfying certain conditions.
The bond trust deeds contain standard capital markets events of default.
The bonds and the trust deeds are governed by English law.