Obligation Vodafone Westland GmbH 9.625% ( XS0468466056 ) en EUR

Vodafone Westland GmbH

100 % ▼

Allemagne

XS0468466056 ( en EUR )

9.625% par an ( paiement semestriel )

30/11/2019 - Obligation échue

Prospectus brochure de l'obligation Vodafone West GmbH XS0468466056 en EUR 9.625%, échue

Vodafone West GmbH est une filiale de Vodafone, l'un des principaux opérateurs de télécommunications au monde, responsable des opérations de Vodafone dans l'ouest de l'Allemagne.

L'obligation Vodafone West GmbH (XS0468466056), émise en Allemagne en EUR, avec un taux d'intérêt de 9,625% et une maturité au 30/11/2019, a été intégralement remboursée à son prix nominal de 100%, les paiements d'intérêts ayant été effectués semestriellement.

Offering Memorandum
UPC Germany GmbH
To acquire Unitymedia GmbH
1,430,000,000 81/8% Senior Secured Notes due 2017
$845,000,000 8 1/8% Senior Secured Notes due 2017
665,000,000 95/8% Senior Notes due 2019
UPC Germany GmbH (formerly known as Balago Vermögensverwaltungsgesellschaft mbH) ("UPC Germany GmbH" or the "Issuer") is offering
1,430,000,000 aggregate principal amount of its 8.125% Senior Secured Notes due 2017 (the "Euro Senior Secured Notes"), $845,000,000 aggregate
principal amount of its 8.125% Senior Secured Notes due 2017 (the "Dollar Senior Secured Notes" and, together with the Euro Senior Secured Notes, the
"Senior Secured Notes"), and 665,000,000 aggregate principal amount of its 9.625% Senior Notes due 2019 (the "Senior Notes"), as part of the financing
for the proposed acquisition of Unitymedia GmbH by the Issuer, an indirect wholly-owned subsidiary of Liberty Global, Inc. (the "Acquisition"). The
Senior Secured Notes and the Senior Notes are collectively referred to herein as the "Notes", unless the context otherwise requires, and the Euro Senior
Secured Notes and Senior Notes are collectively referred to herein as the "Euro Notes". At the time of the Acquisition, the Issuer will acquire all of the
outstanding capital stock of Unitymedia GmbH. Within 35 days following consummation of the Acquisition, the Issuer intends to effect the Debt
Pushdown (as defined below) and, in connection therewith, Unitymedia GmbH will assume the Issuer's obligations under the Senior Notes and related
indenture and each of Unitymedia Hessen GmbH & Co. KG and Unitymedia NRW GmbH, as co-issuers, each indirect subsidiaries of Unitymedia GmbH,
will assume the Issuer's obligations under the Senior Secured Notes and related indenture.
The Euro Senior Secured Notes will bear interest at a rate of 8.125% per annum and the Dollar Senior Secured Notes will bear interest at a rate of
8.125% per annum and will mature on December 1, 2017. The Senior Notes will bear interest at a rate of 9.625% per annum and will mature on
December 1, 2019. Interest on the Notes will be payable semi-annually on each June 1 and December 1, beginning on June 1, 2010.
Some or all of the Senior Secured Notes may be redeemed at any time prior to December 1, 2012, and some or all of the Senior Notes may be
redeemed at any time prior to December 1, 2014, in each case, at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and
unpaid interest to the redemption date and a "make-whole" premium, as described in this offering memorandum. The Senior Secured Notes may be
redeemed at any time on or after December 1, 2012, and the Senior Notes may be redeemed at any time on or after December 1, 2014, in each case, at the
redemption prices set forth in this offering memorandum. In addition, at any time prior to December 1, 2012, we may redeem up to 35% of the Senior
Secured Notes and at any time prior to December 1, 2012, we may redeem up to 35% of the Senior Notes, in each case, with the net proceeds of one or
more specified equity offerings at the redemption prices set forth in this offering memorandum. Further, the Notes may be redeemed at a price equal to their
principal amount plus accrued and unpaid interest upon the occurrence of certain changes in tax law and the Notes may be redeemed, subject to the receipt
of certain consents of the noteholders, at the prices set forth in this offering memorandum in connection with a UPC Exchange Transaction (as defined in
this offering memorandum). If the Issuer or certain of its subsidiaries sell certain of their assets or experience specific kinds of changes in control, the Issuer
may be required to offer to repurchase the Notes.
Pending the consummation of the Acquisition, the Initial Purchasers will deposit the net proceeds from the offering of the Senior Secured Notes
into segregated Senior Secured Notes escrow accounts and the net proceeds from the offering of the Senior Notes into a segregated Senior Notes escrow
account, in each case, for the benefit of the holders of the relevant Notes. The release of escrow proceeds will be subject to the satisfaction of certain
conditions, including the closing, promptly upon the initial release of certain escrow proceeds, of the Acquisition and, with respect to amounts to be used
to repay the Existing Unitymedia Indebtedness (as defined herein), the Debt Pushdown. Consummation of the Acquisition is subject only to regulatory
approval. For so long as the net proceeds from the offering of the Notes are held in the escrow accounts described above, the Senior Secured Notes will
be secured by a first-ranking share pledge over the shares of the Issuer and the Senior Notes will be secured by a first-ranking share pledge over the
shares of the Issuer. If the Acquisition is not consummated prior to October 31, 2010, the Notes will be subject to a special mandatory redemption. The
special mandatory redemption price will be a price equal to 101% of the aggregate issue price of the Notes plus accrued and unpaid interest from the
Issue Date (as defined below). See "Description of the Senior Secured Notes-- Escrow of Proceeds; Special Mandatory Redemption" and "Description
of the Notes -- Escrow of Proceeds; Special Mandatory Redemption". Liberty Global, Inc. will guarantee the payment obligations of the Issuer in
connection with interest payments that become due on the Notes prior to the Debt Pushdown and will guarantee the payment of amounts due in
connection with a special mandatory redemption that exceed escrowed amounts.
The Senior Secured Notes will be senior obligations of the Issuer and, upon consummation of the Acquisition and the Debt Pushdown, will become
the senior secured obligations of Unitymedia Hessen GmbH & Co. KG and Unitymedia NRW GmbH, as co-issuers, and will be guaranteed on a senior
basis by Unitymedia GmbH, Unitymedia Hessen Verwaltung GmbH and Unitymedia Management GmbH. The Senior Notes will be senior obligations
of the Issuer and, upon consummation of the Acquisition and the Debt Pushdown, will become senior obligations of Unitymedia GmbH and will be
guaranteed on a senior subordinated basis by Unitymedia Management GmbH and certain of its direct and indirect subsidiaries. Upon release of the
proceeds of the offering of the Notes from the escrow accounts following consummation of the Acquisition and the Debt Pushdown, the Senior Secured
Notes will be secured by a first priority security interest in the equity interests of Unitymedia Management GmbH, Unitymedia Hessen Verwaltung
GmbH, Unitymedia Hessen GmbH & Co. KG and Unitymedia NRW GmbH and a pledge of substantially all of the assets of Unitymedia Hessen
GmbH & Co. KG and Unitymedia NRW GmbH and the Senior Notes will be secured by a first priority security interest in the equity interests of
Unitymedia GmbH and a junior priority security interest in the equity interests of certain of its subsidiaries. The Senior Secured Notes will be issued with
original issue discount for U.S. federal income tax purposes. See "Certain Tax Considerations -- U.S. Federal Income Taxation of the Notes".
The Euro Notes will be in registered form in the denomination of 50,000 and integral multiples of 1,000 in excess thereof. The Dollar Senior
Secured Notes will be in registered form in the denomination of $100,000 and integral multiples of $1,000 in excess thereof. The Notes will be
represented on issue by one or more Global Notes, which will be delivered through Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear"), Clearstream Banking, société anonyme ("Clearstream") and The Depository Trust Company ("DTC") on or about November 20, 2009 (the
"Issue Date").
See "Risk Factors" beginning on page 28 for a discussion of certain risks that you should consider in connection with an investment in any
of the Notes.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the
securities laws of any other jurisdiction. The Issuer is offering the Notes only to qualified institutional buyers in accordance with Rule 144A
under the U.S. Securities Act and to non-U.S. persons outside the United States in compliance with Regulation S under the U.S. Securities Act.
For a description of certain restrictions on the transfer of the Notes see "Plan of Distribution" and "Transfer Restrictions".
Application has been made to the Luxembourg Stock Exchange for each of the Senior Secured Notes and the Senior Notes to be admitted to listing
on the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF Market, which is not a regulated market (as defined by Article
1(13) of Directive 93/22/EEC).
This offering memorandum includes additional information on the terms of the Notes, including redemption and repurchase prices, covenants and
transfer restrictions.
Senior Secured Notes price: 97.844% plus accrued interest from the issue date.
Senior Notes price: 97.652% plus accrued interest from the issue date.
Joint Bookrunners
Credit Suisse
Deutsche Bank
Goldman Sachs International
J.P. Morgan
November 17, 2009

You should rely only on the information contained in this offering memorandum. Neither the Issuer
nor any of the Initial Purchasers has authorized anyone to provide you with different information. Neither
the Issuer nor any of the Initial Purchasers is making an offer of the Notes in any jurisdiction where this
offer is not permitted. You should not assume that the information contained in this offering
memorandum is accurate at any date other than the date on the front of this offering memorandum.
TABLE OF CONTENTS
Page(s)
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
THE TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
REGULATORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
141
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
152
OUR PRINCIPAL SHAREHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
154
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
155
DESCRIPTION OF OTHER INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156
DESCRIPTION OF THE SENIOR SECURED NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
170
DESCRIPTION OF THE SENIOR NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
240
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
309
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
314
CERTAIN TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
318
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
328
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
331
ENFORCEMENT OF JUDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
332
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
333
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
334
GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G-1
INDEX TO FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i

We have not authorized any dealer, salesperson or other person to give any information or represent
anything to you other than the information contained in this offering memorandum. You must not rely on
unauthorized information or representations.
This offering memorandum does not offer to sell or ask for offers to buy any of the securities in any
jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any
person who cannot legally be offered the securities.
The information in this offering memorandum is current only as of the date on the cover page, and may
change after that date. For any time after the cover date of this offering memorandum, we do not represent
that our affairs are the same as described or that the information in this offering memorandum is correct --
nor do we imply those things by delivering this offering memorandum or selling securities to you.
The Issuer and the Initial Purchasers are offering to sell the Notes only in places where offers and
sales are permitted.
IN CONNECTION WITH THIS OFFERING OF NOTES, CREDIT SUISSE SECURITIES
(EUROPE) LTD., ON BEHALF OF THE INITIAL PURCHASERS, MAY, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH
A VIEW TO STABILIZING OR MAINTAINING THE MARKET PRICE OF THE NOTES AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS
NO ASSURANCE THAT CREDIT SUISSE SECURITIES (EUROPE) LTD. WILL UNDERTAKE ANY
SUCH STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF COMMENCED, MAY
BEGIN ON OR AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS
OF THE OFFER OF THE NOTES AND MAY BE ENDED AT ANY TIME, BUT IT MUST END NO
LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE DATE ON WHICH THE
ISSUER RECEIVED THE PROCEEDS OF THE ISSUE AND 60 CALENDAR DAYS AFTER THE
DATE OF ALLOTMENT OF THE NOTES.
The Issuer is offering the Notes in reliance on exemptions from the registration requirements of the U.S.
Securities Act. These exemptions apply to offers and sales of securities that do not involve a public offering. The
Notes have not been registered with, recommended by or approved by the U.S. Securities and Exchange
Commission (the "SEC") or any other securities commission or regulatory authority, nor has the SEC or any
such securities commission or authority passed upon the accuracy or adequacy of this offering memorandum.
Any representation to the contrary is a criminal offence in the United States.
This offering memorandum is being provided for informational use solely in connection with consideration
of a purchase of the Notes (i) to U.S. investors that we reasonably believe to be qualified institutional buyers as
defined in Rule 144A under the U.S. Securities Act, and (ii) to certain persons in offshore transactions complying
with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act. Its use for any other purpose is not
authorized. This offering memorandum may not be copied or reproduced in whole or in part nor may it be
distributed or any of its contents be disclosed to anyone other than the qualified institutional buyers described in
(i) above or to persons considering a purchase of the Notes in offshore transactions described in (ii) above.
This offering memorandum is for distribution only to persons who (i) are investment professionals, as such
term is defined in Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, (iii) are
outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) in
connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). This offering memorandum is
directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
Any investment or investment activity to which this offering memorandum relates is available only to relevant
persons and will be engaged in only with relevant persons.
This offering memorandum has been prepared on the basis that all offers of the Notes will be made pursuant
to an exemption under Article 3 of Directive 2003/71/EC (the "Prospectus Directive"), as implemented in
ii

member states of the European Economic Area (the "EEA"), from the requirement to produce a prospectus for
offers of the Notes. Accordingly, any person making or intending to make any offer within the EEA of the Notes
should only do so in circumstances in which no obligation arises for the Issuer or any of the Initial Purchasers to
produce a prospectus for such offer. Neither the Issuer nor the Initial Purchasers have authorized, nor do they
authorize, the making of any offer of the Notes through any financial intermediary, other than offers made by the
Initial Purchasers which constitute the final placement of the Notes contemplated in this offering memorandum.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except
as permitted under the U.S. Securities Act and all other applicable securities laws. See "Transfer Restrictions".
You should be aware that you may be required to bear the financial risks of this investment for an indefinite
period of time.
We have prepared this offering memorandum solely for use in connection with this offering. In the United
States, you may not distribute this offering memorandum or make copies of it without our prior written consent
other than to people you have retained to advise you in connection with this offering.
You are not to construe the contents of this offering memorandum as investment, legal or tax advice. You
should consult your own counsel, accountant and other advisers as to legal, tax, business, financial and related
aspects of a purchase of the Notes. You are responsible for making your own examination of us and your own
assessment of the merits and risks of investing in the Notes. We are not, and the Initial Purchasers are not,
making any representations to you regarding the legality of an investment in the Notes by you.
The information contained in this offering memorandum has been furnished by us and other sources we
believe to be reliable. No representation or warranty, express or implied, is made by the Initial Purchasers as to
the accuracy or completeness of any of the information set out in this offering memorandum, and nothing
contained in this offering memorandum is or shall be relied upon as a promise or representation by the Initial
Purchasers, whether as to the past or the future. This offering memorandum contains summaries, believed to be
accurate, of some of the terms of specified documents, but reference is made to the actual documents, copies of
which will be made available by us upon request, for the complete information contained in those documents.
Copies of such documents and other information relating to the issuance of the Notes will also be available for
inspection at the specified offices of the Luxembourg Paying Agent. All summaries of the documents contained
herein are qualified in their entirety by this reference. You agree to the foregoing by accepting this offering
memorandum.
The Issuer accepts responsibility for the accuracy of the information contained in this offering memorandum.
To the best knowledge and belief of the Issuer, the information contained in this offering memorandum is in
accordance with the facts and does not omit anything likely to affect the import of such information.
No person is authorized in connection with any offering made pursuant to this offering memorandum to give
any information or to make any representation not contained in this offering memorandum, and, if given or made,
any other information or representation must not be relied upon as having been authorized by us or the Initial
Purchasers. The information contained in this offering memorandum is current at the date hereof. Neither the
delivery of this offering memorandum at any time nor any subsequent commitment to enter into any financing
shall, under any circumstances, create any implication that there has been no change in the information set out in
this offering memorandum or in our affairs since the date of this offering memorandum.
We reserve the right to withdraw this offering of the Notes at any time, and we and the Initial Purchasers
reserve the right to reject any commitment to subscribe for the Notes in whole or in part and to allot to you less
than the full amount of Notes subscribed for by you.
The distribution of this offering memorandum and the offer and sale of the Notes may be restricted by law in
some jurisdictions. Persons into whose possession this offering memorandum or any of the Notes come must
inform themselves about, and observe any restrictions on the transfer and exchange of the Notes. See "Plan of
Distribution" and "Transfer Restrictions".
This offering memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase
any of the Notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it
is unlawful to make such an offer or invitation. You must comply with all laws that apply to you in any place in
which you buy, offer or sell any Notes or possess this offering memorandum. You must also obtain any consents
or approvals that you need in order to purchase any Notes. The Issuer and the Initial Purchasers are not
responsible for your compliance with these legal requirements.
iii

The Notes are subject to restrictions on resale and transfer as described under "Plan of Distribution" and
"Transfer Restrictions". By purchasing any Notes, you will be deemed to have made certain acknowledgments,
representations and agreements as described in those sections of this offering memorandum. You may be
required to bear the financial risks of investing in the Notes for an indefinite period of time.
Internal Revenue Service Circular 230 Disclosure
PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, WE HEREBY INFORM YOU
THAT THE DESCRIPTION SET FORTH HEREIN WITH RESPECT TO U.S. FEDERAL TAX ISSUES WAS
NOT INTENDED OR WRITTEN TO BE USED, AND SUCH DESCRIPTION CANNOT BE USED, BY ANY
TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON THE
TAXPAYER UNDER THE U.S. INTERNAL REVENUE CODE. SUCH DESCRIPTION WAS WRITTEN IN
CONNECTION WITH THE MARKETING OF THE NOTES. TAXPAYERS SHOULD SEEK ADVICE
BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX
ADVISOR.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY
SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO U.S. INVESTORS
Each purchaser of Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this offering memorandum under "Transfer Restrictions". The Notes
have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the
United States and are subject to certain restrictions on transfer. Prospective purchasers are hereby notified that
the seller of any note may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act
provided by Rule 144A. For a description of certain further restrictions on resale or transfer of the Notes, see
"Transfer Restrictions". The Notes may not be offered to the public within any jurisdiction. By accepting
delivery of this offering memorandum, you agree not to offer, sell, resell, transfer or deliver, directly or
indirectly, any note to the public.
NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a
"Relevant Member State"), each initial purchaser has represented and agreed that with effect from and
including the date on which the Prospectus Directive is implemented in that Relevant Member State (the
"Relevant Implementation Date"), it has not made and will not make an offer of Notes which are the subject of
the offering contemplated by this offering memorandum to the public in that Relevant Member State other than:
(a)
to legal entities which are authorized or regulated to operate in the financial markets or, if not so
authorized or regulated, whose corporate purpose is solely to invest in securities;
(b)
to any legal entity which has two or more of (1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than 43,000,000; and (3) an annual net turnover of
more than 50,000,000, as shown in its last annual or consolidated accounts; or
(c)
in any other circumstances that do not require the publication by the issuer or any initial purchaser
of a prospectus pursuant to Article 3 of the Prospectus Directive other than in reliance of Article
3(2)(b).
iv

For the purposes of this provision, the expression an "offer of notes to the public" in relation to any Notes in
any Relevant Member State means the communication in any form and by any means of sufficient information
on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe
the Notes, as the same may be varied in that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive
2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
Each subscriber for or purchaser of the Notes in the offering located within a member state of the EEA will
be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of
Article 2(1)(e) of the Prospectus Directive. The Issuer, the initial purchasers and their affiliates, and others will
rely upon the trust and accuracy of the foregoing representation, acknowledgement and agreement.
Notwithstanding the above, a person who is not a qualified investor and who has notified the initial purchasers of
such fact in writing may, with the consent of the initial purchasers, be permitted to subscribe for or purchase the
Notes in the offering.
NOTICE TO CERTAIN EUROPEAN INVESTORS
United Kingdom
This offering memorandum is directed solely at persons who (i) are outside the United
Kingdom or (ii) are investment professionals, as such term is defined in Article 19(1) of the Financial Promotion
Order (iii) are persons falling within Article 49(2)(a) to (d) of The Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (all such persons together being referred to as "relevant persons"). This
offering memorandum must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this offering memorandum relates is available only to relevant
persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not
act or rely on this offering memorandum or any of its contents.
Italy
No action has been or will be taken which could allow an offering of the Notes to the public in the
Republic of Italy. Accordingly, the Notes may not be offered or sold directly or indirectly in the Republic of
Italy, and neither this offering memorandum nor any other offering circular, prospectus, form of application,
advertisement, other offering material or other information relating to the Issuer, the guarantors of the Notes or
the Notes may be issued, distributed or published in the Republic of Italy, except under circumstances that will
result in compliance with all applicable laws, orders, rules and regulations. The Notes cannot be offered or sold
to any natural persons nor to entities other than qualified investors (according to the definition provided for by
the Prospectus Directive) either on the primary or on the secondary market.
Switzerland
The Notes offered hereby are being offered in Switzerland on the basis of a private placement
only. This offering memorandum does not constitute a prospectus within the meaning of Art. 652A of the Swiss
Federal Code of Obligations.
The Netherlands
The Notes (including rights representing an interest in each global note that represents
the Notes) may not be offered or sold to individuals or legal entities in The Netherlands unless a prospectus
relating to the offer is available to the public which is approved by the Dutch Authority for the Financial Markets
(Autoriteit Financiële Markten) or by a supervisory authority of another member state of the European Union
(the "EU"). Article 5:3 Financial Supervision Act (the "FSA") and article 53 paragraph 2 and 3 Exemption
Regulation FSA provide for several exceptions to the obligation to make a prospectus available such as an offer
to qualified investors within the meaning of article 5:3 FSA.
Grand Duchy of Luxembourg
The terms and conditions relating to this offering memorandum have not
been approved by and will not be submitted for approval to the Luxembourg Financial Services Authority
(Commission de Surveillance du Secteur Financier) for purposes of public offering or sale in the Grand Duchy of
Luxembourg ("Luxembourg"). Accordingly, the Notes may not be offered or sold to the public in Luxembourg,
directly or indirectly, and neither this offering memorandum nor any other circular, prospectus, form of
application, advertisement or other material may be distributed, or otherwise made available in or from, or
published in, Luxembourg except for the sole purpose of the admission to trading and listing of the Notes on the
Official List of the Luxembourg Stock Exchange and except in circumstances which do not constitute a public
offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of
July 10, 2005 on prospectuses for securities.
Austria
This Offering Memorandum has not been or will not be approved and/or published pursuant to the
Austrian Capital Markets Act (Kapitalmarktgesetz) as amended. Neither this offering memorandum nor any other
document connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither
v

this offering memorandum nor any other document connected therewith may be distributed, passed on or
disclosed to any other person in Austria. No steps may be taken that would constitute a public offering of the
Notes in Austria and the offering of the Notes may not be advertised in Austria. Any offer of the Notes in Austria
will only be made in compliance with the provisions of the Austrian Capital Markets Act and all other laws and
regulations in Austria applicable to the offer and sale of the Notes in Austria.
Germany
The Notes may be offered and sold in Germany only in compliance with the German Securities
Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of
April 29, 2004 as amended, or any other laws applicable in Germany governing the issue, offering and sale of
securities. The Offering Memorandum has not been approved under the German Securities Prospectus Act
(Wertpapierprospektgesetz) or the Directive 2003/71/EC and accordingly the Notes may not be offered publicly
in Germany.
France
This Offering Memorandum has not been prepared in the context of a public offering in France
within the meaning of Article L. 411-1 of the Code Monétaire et Financier and Title I of Book II of the
Règlement Général of the Autorité des marchés financiers (the "AMF") and therefore has not been submitted for
clearance to the AMF. Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in
France, and offers and sales of the Notes will only be made in France to providers of investment services relating
to portfolio management for the account of third parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour le compte de tiers) and/or to qualified investors (investisseurs qualifiés) and/or to a
closed circle of investors (cercle restreint d'investisseurs) acting for their own accounts, as defined in and in
accordance with Articles L. 411-2 and D. 411-1 of the Code of Monétaire et Financier. Neither this Offering
Memorandum nor any other offering material may be distributed to the public in France.
Spain
This offering has not been registered with the Comisión Nacional del Mercado de Valores and
therefore the Notes may not be offered in Spain by any means, except in circumstances which do not qualify as a
public offer of securities in Spain in accordance with article 30 bis of the Securities Market Act ("Ley 24/1988,
de 28 de julio del Mercado de Valores") as amended and restated, or pursuant to an exemption from registration
in accordance with article 41 of the Royal Decree 1310/2005 ("Real Decreto 1310/2005, de 4 de noviembre por
el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de
admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción
y del folleto exigible a tales efectos").
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN
THE NOTES.
vi

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Presentation of Financial Information
Unless otherwise indicated, the financial information presented in this offering memorandum is the historical
consolidated financial information of Unitymedia GmbH and its subsidiaries. The audited consolidated financial
statements of Unitymedia GmbH for the financial years ended December 31, 2008 and 2007 have been prepared
in accordance with International Financial Reporting Standards, as adopted by the European Union
("EU-IFRS"), and the audited consolidated financial statements of Unitymedia GmbH for the financial year
ended December 31, 2006 have been prepared in accordance with International Financial Reporting Standards
("IFRS"). This offering memorandum contains:
·
the unaudited interim condensed consolidated financial statements of Unitymedia GmbH for the nine
months and for the three months ended September 30, 2009 (with comparative data for the nine months
and for the three months ended September 30, 2008); such interim financial statements prepared in
accordance with EU-IFRS (IAS 34 -- Interim Financial Reporting);
·
the audited consolidated financial statements of Unitymedia GmbH for the financial year ended
December
31,
2008
(EU-IFRS),
audited
by
PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft and the auditor's report thereon;
·
the audited consolidated financial statements of Unity Media GmbH for the financial year ended
December
31,
2007
(EU-IFRS),
audited
by
PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft and the auditor's report thereon; and
·
the audited consolidated financial statements of Unity Media GmbH for the financial year ended
December
31,
2006
(IFRS),
audited
by
PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft and the auditor's report thereon.
The auditor's reports of PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft for the
consolidated financial statements for the financial years ended December 31, 2007 and December 31, 2008,
which were prepared according to IFRS as adopted in the European Union and audited in accordance with
German Generally Accepted Auditing Standards ("German GAAS"), refer to group management reports that
have neither been included nor incorporated by reference in the offering memorandum. The examination of, and
the auditor's report upon, such group management reports are required under German GAAS. That examination
was not made in accordance with U.S. Generally Accepted Auditing Standards ("U.S. GAAS") or U.S.
attestation standards. Therefore, PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft
does not provide any opinion on the aforementioned examination, on the group management reports or on the
financial statements included in this offering memorandum in accordance with U.S. GAAS or U.S. attestation
standards.
Unitymedia GmbH already applied IFRS 8 "Operating Segments" in the preparation of its audited
consolidated financial statements for the financial year ended December 31, 2006, when such standard had been
issued by the International Accounting Standards Board but not yet endorsed by the European Union (the "EU").
There are no other material differences between EU-IFRS and IFRS with respect to the consolidated financial
statements of Unitymedia GmbH for the financial year ended December 31, 2006.
Under EU-IFRS and IFRS, financial information for the In-Region assets and In-Region liabilities of Tele
Columbus, in each case as defined below, are included in the consolidated financial statements of Unitymedia
GmbH for the financial years ended December 31, 2007 and 2006. Financial information for the Out-of-Region
assets and Out-of-Region liabilities are presented as "discontinued operations" in the consolidated financial
statements of Unitymedia GmbH for the financial year ended December 31, 2006. See "Note D" to the audited
consolidated financial statements of Unitymedia GmbH for the financial year ended December 31, 2007 on page
F-95 and "Note B.2" to the audited consolidated financial statements for the financial year ended December 31,
2006 on page F-147. The presentation of the Out-of-Region assets and Out-of-Region liabilities had, among
others, the following effects on the consolidated financial statements of Unitymedia GmbH:
·
the assets and liabilities related to discontinued operations are presented separately from continuing
assets and liabilities in one line item in the balance sheet: "Assets/liabilities of disposal groups held for
sale";
vii

·
depreciation of non-current assets of discontinued operations ceased on the date of the Tele Columbus
acquisition, which closed on December 9, 2005; and
·
the post-tax profit and loss from discontinued operations is presented as a single amount in a separate
line item in the income statement: "Profit/(loss) from discontinued operations".
We use adjusted EBITDA as a supplementary figure for purposes of corporate controlling ("Adjusted
EBITDA"). Adjusted EBITDA, as defined by us, is equal to earnings before interest and income taxes ("EBIT")
plus amortization and depreciation ("EBITDA") excluding non-recurring income, restructuring and
transformation costs and non-cash share-based expenses incurred in connection with the management equity
participation programs ("MEP"). In the view of our management, Adjusted EBITDA provides a reliable view of
our routine operating performance.
Neither EBITDA nor Adjusted EBITDA is a recognized measure in accordance with EU-IFRS or IFRS and
neither should be viewed as a substitute for earnings before taxes, operating expenses, loss, net cash flow from
current business activity or other income statement or cash flow items computed in accordance with EU-IFRS or
IFRS. Adjusted EBITDA does not necessarily indicate whether cash flow will be sufficient or available to meet
our cash requirements, and our historical operating results cannot be derived from Adjusted EBITDA. Adjusted
EBITDA is not a reliable indicator of future results. Since not all companies compute Adjusted EBITDA in the
same way, the computation of Adjusted EBITDA chosen by our management is not necessarily comparable with
similar terms used by other companies. In addition, the manner in which Unitymedia has computed EBITDA and
Adjusted EBITDA differs from the manner in which such terms will be computed pursuant to the indentures
governing the Notes. See "Selected Consolidated Financial and Operating Data", "Description of the Senior
Secured Notes -- Certain Definitions" and "Description of the Senior Notes -- Certain Definitions".
We present in this offering memorandum certain financial information on an as adjusted basis to give effect
to the Transactions. See "Summary -- Summary Financial and Operating Data" and "Capitalization". We have
not included any unaudited pro forma financial information in this offering memorandum to give effect to the
Transactions or other events. The historical results of Unitymedia GmbH and its subsidiaries may not be
indicative of our future results following consummation of the Transactions.
Certain amounts and percentages included in this offering memorandum have been rounded and accordingly
may not add up exactly or correspond to aggregate amounts in certain tables in this offering memorandum or
contained in our annual report.
Definitions
Definitions of certain financial and operating data can be found below. For explanations or definitions of
certain technical terms relating to our business as used herein, see "Glossary".
·
"2005 Financing" refers to our financing in February 2005 pursuant to which we, among other things,
issued the February 2005 Senior Notes and incurred other senior indebtedness to finance our acquisition
of Kabelnetz NRW HoldCo GmbH, now Unitymedia NRW;
·
"2006 Refinancing" refers to our financing in April 2006 pursuant to which, among other things,
Unitymedia Hessen and Unitymedia NRW issued the NRW/Hesse Notes, the proceeds of which were
used, among other things, to refinance the senior indebtedness incurred in the 2005 Financing;
·
"arena" refers to Arena Sport Rechte und Marketing GmbH, Cologne;
·
"arenaSAT" refers to the satellite operations of arena;
·
"ARPU" refers to average monthly revenue per user for the referenced period. ARPU, as presented
herein, includes discounts and credit notes;
·
"Bundesliga" refers to the 1st and 2nd German Football League (Deutsche Fußball Liga) and
"Bundesliga Rights" refers to the rights to broadcast matches of the Bundesliga, which expired on
June 30, 2009;
·
"call termination" refers to the termination of inbound calls to telephony customers;
viii

·
"churn" refers to the voluntary or involuntary discontinuance of services to a customer. The churn rate
information presented herein is the percentage measure of the number of subscribers of our products that
have been disconnected in the respective period divided by the average number of subscribers of each of
basic cable, Digital TV Pay and broadband, consisting of Internet and telephony subscribers, during that
period;
·
"Deutsche Telekom" refers to Deutsche Telekom AG, Bonn;
·
"DFL" refers to the DFL Deutsche Fußball Liga GmbH, Frankfurt am Main;
·
"dollar", "dollars" or "$" refers to the lawful currency of the United States of America;
·
"euro", "euros" or "" refers to the single currency of the participating member states in the third stage
of the European Economic Union pursuant to the Treaty Establishing the European Community;
·
"European Economic Area" refers to the economic area encompassing all of the members of the
European Union and the European Free Trade Association;
·
"February 2005 Senior Notes" refers to the 215.0 million 83/4% senior notes of Unitymedia GmbH due
2015, which are expected to be redeemed in connection with the Debt Pushdown;
·
"Federal Network Agency" refers to the German Regulatory Authority for Electricity, Gas,
Telecommunications, Post and Railways (Bundesnetzagentur für Elektrizität, Gas, Telekommunikation,
Post und Eisenbahnen);
·
"iesy" refers to iesy Hessen GmbH & Co. KG, a company incorporated under the laws of Germany;
·
"In-Region assets" and "In-Region liabilities" refer to assets and liabilities of the cable network business
of Tele Columbus which were located in North Rhine-Westphalia and Hesse;
·
"ish" refers to ish NRW GmbH & Co., a company incorporated under the laws of Germany;
·
"July 2005 Senior Notes" refers to the 235.0 million 101/8% senior notes of Unitymedia GmbH due
2015 and the $151.0 million 10 3/8% senior notes of Unitymedia GmbH due 2015, each of which is
expected to be redeemed in connection with the Debt Pushdown;
·
"LG Europe" refers to Liberty Global Europe, Inc., with or without its consolidated subsidiaries, as the
context requires.
·
"LGI" refers to Liberty Global, Inc., with or without its consolidated subsidiaries, as the context
requires.
·
"Liberty Global Europe" refers to Liberty Global Europe N.V., with or without its consolidated
subsidiaries, as the context requires.
·
"MSG" refers to Kabel Deutschland Breitband Services GmbH (formerly MSG MediaServices GmbH),
a subsidiary of Kabel Deutschland GmbH, Unterföhring;
·
"New Services" refers to Digital TV Pay, Retail Broadband Internet, wholesale MMA Internet and
telephony services;
·
"News Corporation" refers to News Corporation, a company incorporated under the laws of Delaware;
·
"NRW/Hesse Notes" refers to the 1,350.0 million senior secured floating rate notes due 2013 issued by
Unitymedia Hessen and Unitymedia NRW, which are expected to be redeemed in connection with the
Debt Pushdown;
·
"NRW/Hesse Revolving Credit Facility" refers to the 130.0 million revolving credit facility entered
into in connection with the 2006 Refinancing and which is expected to be repaid in connection with the
Debt Pushdown;
ix