Liberty Global Announces Intention to Spin-Off 100% of Sunrise to Shareholders
- The spin-off aims to maximize shareholder value by unlocking the fully distributed value of Sunrise over time, supported by Sunrise’s fully integrated FMC challenger position, attractive growth outlook, excellent expected cash generation and experienced management team
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Liberty Global CHF1.5B ($1.7B 1) for debt reduction, underpinning a strong initial leverage range of 3.5-4.5x. This will be funded through Sunrise FCF generation and corporate liquidity, including non-core asset disposal proceedsLiberty Global - Sunrise’s strong cash generation profile expected to support attractive shareholder returns including dividends, deleveraging and continued investment to support future growth
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Sunrise will be listed on the
SIX Swiss Exchange with two classes of shares -
Liberty Global has appointed J.P. Morgan andUBS as financial advisors -
The proposed spin-off is expected to be tax free for US shareholders of
Liberty Global with evaluation of tax treatment in other jurisdictions ongoing and is subject to market conditions, board approval of the final terms of the transaction, shareholder approval and other customary closing conditions - Sunrise will host a Capital Markets Day in due course to provide more information on Sunrise and the proposed transaction
The spin-off will leverage the full potential of Sunrise as a locally listed FMC challenger, building on the successful integration of Sunrise and UPC since their combination in 2020. The operational business will not be affected by the spin-off. Customers, employees, suppliers, or other stakeholders can rely on continuity.
Sunrise CEO
Key Sunrise investment highlights include:
- Attractive macro and telecom market: 100% exposure to the attractive Swiss telecom market, characterized by favorable macro fundamentals including low inflation, appealing tax environment and low cost of capital, a stable three-player structure and supportive regulatory framework
- Strong fully-converged national challenger: Clear number two operator with scaled positions across all fixed, mobile and converged products in the market
- Best 5G coverage and next-generation fixed network: Delivering nationwide 5G and 1 GIG coverage to support a multi-brand strategy and converged offerings
- Multiple growth levers: Strategy focused on growing share in B2B and B2C segments, combined with further cost efficiencies and low capital intensity, benefiting from high quality, well-invested infrastructure and attractive wholesale economics
- High cash generating asset: Sunrise benefits from strong cash generation and expects to have a more de-levered balance sheet with a long-term fixed rate debt profile (with 5 years average maturity, ~3% average cost of debt) enabling an attractive dividend distribution policy going forward
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Experienced management team: Sunrise leadership have strong telecoms track record and experience in managing a listed company with CEO
André Krause and CFOJany Fruytier
The listing of Sunrise on the
Following a strong Q423 performance at Sunrise with a return to both revenue and adjusted EBITDA growth, we are communicating the following Sunrise financial guidance for 20243: stable revenue, stable to low-single digit adjusted EBITDA growth on a rebased basis4, P&E additions as a percentage of sales of 16-18% including costs to capture, and adjusted FCF5 range of
The proposed spin-off is expected to be tax-free for Liberty Global US shareholders with evaluation of tax treatment in other jurisdictions ongoing and is subject to market conditions, board approval of the final terms of the spin-off,
Following the Sunrise spin-off,
- Optimized capital structures to pursue their distinct strategic agendas for long-term value creation
- Distinct and compelling investment profiles appealing to broader, deeper investor bases including local Swiss/European investors as well as index/passive demand for Sunrise
ABOUT
* Represents aggregate consolidated and 50% owned non-consolidated fixed and mobile subscribers. Includes wholesale mobile connections of the VMO2 JV and B2B fixed subscribers of the VodafoneZiggo JV.
** Revenue figures above are provided based on full year 2023
Sunrise, Telenet, the VMO2 JV and the VodafoneZiggo JV deliver mobile services as mobile network operators.
Liberty Global Ltd. is listed on the Nasdaq Global Select Market under the symbols "LBTYA", "LBTYB" and "LBTYK".
For more information, please visit www.libertyglobal.com.
No offer to sell or solicit
This communication is not an offer to sell or a solicitation of offers to purchase or subscribe for shares or a solicitation of any vote or approval. This document is not a prospectus within the meaning of the Swiss Financial Services Act and not a prospectus under any other applicable laws. Copies of this document may not be sent to, distributed in or sent from jurisdictions in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction and there shall be no sale of securities in any such jurisdiction.
This announcement is only addressed to and directed at specific addresses who: (A) if in member states of the European Economic Area (the EEA) are people who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (the Prospectus Regulation) (
This communication is an advertisement for the purposes of the Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
Additional Information and Where to Find It
In connection with the spin-off of Liberty Global’s businesses attributed to Sunrise into a separate publicly traded company (the “Transaction”), a registration statement on Form F-4 that will include a preliminary proxy statement (the “Proxy Statement/Prospectus”) will be filed and mailed to the
Participants in the Solicitation
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1 FX rate as of
2 FX rate as of
3 Based on current reporting under US GAAP
4 Rebased growth percentages, which are non-GAAP measures, are presented as a basis for assessing growth rates on a comparable basis. We calculate Sunrise rebased growth percentages consistent with the way we calculate
5 We define Adjusted FCF as net cash provided by the operating activities of our continuing operations, plus operating-related vendor financed expenses (which represents an increase in the period to our actual cash available as a result of extending vendor payment terms beyond normal payment terms, which are typically 90 days or less, through non-cash financing activities), less (i) cash payments in the period for capital expenditures, (ii) principal payments on operating- and capital-related amounts financed by vendors and intermediaries (which represents a decrease in the period to our actual cash available as a result of paying amounts to vendors and intermediaries where we previously had extended vendor payments beyond the normal payment terms), and (iii) principal payments on finance leases (which represents a decrease in the period to our actual cash available)
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