Bond Vodafone Westland GmbH 6.125% ( USD85456AB30 ) in USD

Issuer Vodafone Westland GmbH
Market price 104.77 %  ⇌ 
Country  Germany
ISIN code  USD85456AB30 ( in USD )
Interest rate 6.125% per year ( payment 2 times a year)
Maturity 14/01/2025 - Bond has expired



Prospectus brochure of the bond Vodafone West GmbH USD85456AB30 in USD 6.125%, expired


Minimal amount 200 000 USD
Total amount 900 000 000 USD
Cusip D85456AB3
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Vodafone West GmbH is a German subsidiary of Vodafone Group, providing telecommunications services including mobile and fixed-line network access, as well as related products and services to consumers and businesses in western Germany.

The Bond issued by Vodafone Westland GmbH ( Germany ) , in USD, with the ISIN code USD85456AB30, pays a coupon of 6.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/01/2025








NOT FOR GENERAL DISTRIBUTION
LISTING PARTICULARS
IN THE UNITED STATES

$900,000,000 61/8% Senior Notes due 2025
issued by
Unitymedia KabelBW GmbH

Unitymedia KabelBW GmbH (the "Issuer") offered $900,000,000 aggregate principal amount of its 61/8% Senior
Notes due 2025 (the "Notes"). The Notes bear interest at a rate of 6.125% per annum. Interest on the Notes is payable
semi-annually on each January 15 and July 15, beginning on July 15, 2015. The Notes mature on January 15, 2025.
Some or all of the Notes may be redeemed at any time prior to January 15, 2020 at a redemption 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 Listing Particulars (the "Listing Particulars"). The Notes may be redeemed at
any time on or after January 15, 2020 at the redemption prices set forth in this Listing Particulars. At any time prior to
January 15, 2018, we may redeem up to 40% of each series of the Notes with the net proceeds of one or more specified
equity offerings at the redemption prices set forth in this Listing Particulars. Further, the Issuer may redeem all, but not less
than all, of the Notes at a price equal to their principal amount plus accrued and unpaid interest upon the occurrence of certain
changes in tax law. If the Issuer or certain of its subsidiaries sell certain of their assets or experience specific kinds of changes
in control, the Issuer must offer to repurchase the Notes. See "Description of the Notes" for more information.
The Notes are senior obligations of the Issuer and rank equally in right of payment with all existing and future
indebtedness of the Issuer that is not subordinated in right of payment of the Notes, including the Existing Senior Notes (as
defined herein), and are senior in right of payment to all existing and future indebtedness of the Issuer that is subordinated in
right of payment to the Notes. The Notes are guaranteed (the "Subsidiary Guarantees") on a senior subordinated basis by
Unitymedia Hessen GmbH & Co. KG ("Unitymedia Hessen"), Unitymedia Hessen Verwaltung GmbH ("Unitymedia
Verwaltung"), Unitymedia NRW GmbH ("Unitymedia NRW"), Unitymedia Management GmbH ("Unitymedia
Management"), UPC Germany NewCo GmbH ("UPC Germany NewCo") and Kabel BW GmbH ("KBW") (collectively,
the "Guarantors"). The Subsidiary Guarantees are senior subordinated obligations of the Guarantors and rank equally with
all other existing and future senior subordinated indebtedness of each Guarantor, including the guarantees of the Existing
Senior Notes, and are effectively subordinated to all existing and future senior indebtedness of the Guarantors, including the
Unitymedia KabelBW Revolving Credit Facilities, the Existing Senior Secured Notes and certain hedging obligations (in
each case, as defined herein). The Notes and the Subsidiary Guarantees are structurally subordinated to any existing and
future indebtedness of the Issuer's subsidiaries that do not guarantee the Notes.
By no later than January 25, 2015 (such grant date, the "Collateral Grant Date"), the Notes will be secured by (i) a
pledge (the "Issuer Share Pledge") over the capital stock of the Issuer which, after giving effect to the Holdco Intercreditor
Agreement (as defined herein) and the Refinancing (as defined herein), will contractually rank equally and ratably with the
Existing Senior Notes, (ii) certain junior ranking pledges over the capital stock of Unitymedia Hessen, Unitymedia
Verwaltung and Unitymedia Management and (iii) certain domination and/or profit and loss absorption agreements by
Unitymedia Management, Unitymedia NRW and Unitymedia Verwaltung (such assets to be pledged, collectively, the
"Collateral"). The Collateral will also secure the Existing Senior Notes and, with the exception of the Issuer Share Pledge,
will also secure the Existing Senior Secured Notes, the Unitymedia KabelBW Revolving Credit Facilities, the Existing Senior
Secured Notes and certain hedging obligations. Prior to the Collateral Grant Date, the Notes will be unsecured. Pursuant to
the Group Intercreditor Agreement (as defined herein), the proceeds from any enforcement of Collateral provided by the
Guarantors will be applied to repay indebtedness outstanding under the Unitymedia KabelBW Revolving Credit Facilities,
the Existing Senior Secured Notes, certain hedging obligations and certain other future senior indebtedness of the Guarantors
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in priority to the Notes and the Existing Senior Notes. See "Summary -- Summary of the Notes -- Ranking of the Notes"
beginning on page 11 and "Summary -- Summary of the Notes -- Ranking of the Subsidiary Guarantees" and "Summary --
Summary of the Notes -- Security and Intercreditor Agreements" beginning on page 12.
This Listing Particulars includes additional information on the terms of the Notes, including redemption and
repurchase prices, covenants and transfer restrictions.
See "Risk Factors" beginning on page 17 for a discussion of certain risks that you should consider in
connection with an investment in any of the Notes.
Neither the Notes nor the Guarantees have been, or will 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."
The Notes are in registered form in denominations of $200,000 and integral multiples of $1,000 in excess thereof.
The Notes are represented on issue by one or more global notes, which were delivered through The Depository Trust
Company ("DTC") and Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream"), as DTC participants, on or about October 22, 2014 (the "Issue Date"). Interests in the global notes will be
exchangeable for definitive Notes only in certain limited circumstances. See "Book-Entry, Delivery and Form of Notes."
Application has been made to the Luxembourg Stock Exchange for the 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 (pursuant to the
provisions of Directive 2004/39/EC). This Listing Particulars constitutes a Prospectus for the purpose of Luxembourg Law
dated July 10th, 2005 on Prospectuses for Securities, as amended. This Listing Particulars shall only be used for the purposes
for which it was published.

Issue price for the Notes: 100.000% plus accrued interest, if any, from the Issue Date.

Global Coordinator
Credit Suisse
Bookrunners
Barclays
BNP
Deutsche
ING Morgan
Société
The Royal Bank of
PARIBAS
Bank
Stanley
Générale
Scotland
The date of this Listing Particulars is October 29, 2014
46102930_4


You should rely only on the information contained in this Listing Particulars. Neither the Issuer nor any of
the Initial Purchasers (as defined herein) 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 Listing Particulars is accurate at any date
other than the date on the front of this Listing Particulars.
TABLE OF CONTENTS
SUMMARY ..............................................................................................................................................................
1
RISK FACTORS ......................................................................................................................................................
17
USE OF PROCEEDS ...............................................................................................................................................
49
CAPITALIZATION OF UNITYMEDIA KABELBW ............................................................................................
50
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA OF UNITYMEDIA KABELBW ......
52
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF UNITYMEDIA KABELBW ................................................................................................
56
BUSINESS OF UNITYMEDIA KABELBW ..........................................................................................................
82
INDUSTRY OVERVIEW ........................................................................................................................................
96
REGULATORY .......................................................................................................................................................
104
MANAGEMENT .....................................................................................................................................................
109
OUR PRINCIPAL SHAREHOLDER ......................................................................................................................
111
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS OF UNITYMEDIA KABELBW ..
112
DESCRIPTION OF OTHER INDEBTEDNESS .....................................................................................................
117
DESCRIPTION OF THE NOTES ............................................................................................................................
139
BOOK ENTRY, DELIVERY AND FORM OF NOTES .........................................................................................
214
TRANSFER RESTRICTIONS .................................................................................................................................
218
CERTAIN TAX CONSIDERATIONS ....................................................................................................................
223
CERTAIN EMPLOYEE BENEFIT PLAN CONSIDERATIONS ...........................................................................
230
PLAN OF DISTRIBUTION .....................................................................................................................................
232
LEGAL MATTERS ..................................................................................................................................................
235
ENFORCEMENT OF JUDGMENTS ......................................................................................................................
236
INDEPENDENT AUDITORS .................................................................................................................................
237
LISTING AND GENERAL INFORMATION .........................................................................................................
238
GLOSSARY .............................................................................................................................................................
G-1
INDEX TO FINANCIAL INFORMATION ............................................................................................................
F-1
For certain legal and other information regarding the Issuer provided in connection with the listing of the
Notes on the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF Market, please refer to
"Listing and General Information."
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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 Listing Particulars. You must not rely on unauthorized
information or representations.
This Listing Particulars 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 Listing Particulars 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 Listing Particulars, we do not represent that our affairs are
the same as described or that the information in this Listing Particulars is correct, nor do we imply those things by
delivering this Listing Particulars 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.

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. Neither the Notes nor the
Guarantees have 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 Listing Particulars. Any representation to the contrary is a criminal
offense in the United States.
This Listing Particulars is being provided for informational use solely in connection with consideration of a
purchase of the Notes (i) to U.S. investors that the Issuer reasonably believes 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 Listing Particulars is for distribution only to persons who (i) are investment professionals, as such term is
defined in Article 19(5) 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 Listing Particulars 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 Listing Particulars relates is available only to relevant
persons and will be engaged in only with relevant persons.
This Listing Particulars 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 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 does any of them 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 Listing Particulars.
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.
The Issuer has prepared this Listing Particulars solely for use in connection with this offering and for applying to the
Luxembourg Stock Exchange for the Notes to be listed on its Official List and for trading on the Euro MTF Market of the
Luxembourg Stock Exchange. In the United States, you may not distribute this Listing Particulars or make copies of it
ii
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without the Issuer's 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 Listing Particulars 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 the Issuer and its affiliates and your own assessment of the
merits and risks of investing in the Notes. None of the Issuer or the Initial Purchasers is making any representation to you
regarding the legality of an investment in the Notes by you.
The information contained in this Listing Particulars has been furnished by the Issuer and other sources the Issuer
believes 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 Listing Particulars, and nothing contained in this Listing Particulars
is or shall be relied upon as a promise or representation by the Initial Purchasers, whether as to the past or the future. This
Listing Particulars 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 the Issuer 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 Principal Paying Agent (as defined in this Listing
Particulars). All summaries of the documents contained herein are qualified in their entirety by this reference.
The Issuer accepts responsibility for the information contained in this Listing Particulars and have made all
reasonable inquiries and confirmed to the best of their knowledge, information and belief that the information contained in
this Listing Particulars with regard to the Issuer, each of its subsidiaries and affiliates, and the Notes is true and accurate in all
material respects, that the opinions and intentions expressed in this Listing Particulars are honestly held, and we are not
aware of any other facts the omission of which would make this Listing Particulars or any statement contained herein
misleading in any material respect.
No person is authorized in connection with any offering made pursuant to this Listing Particulars to give any
information or to make any representation not contained in this Listing Particulars, and, if given or made, any other
information or representation must not be relied upon as having been authorized by the Issuer or the Initial Purchasers. The
information contained in this Listing Particulars is current at the date hereof. Neither the delivery of this Listing Particulars 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 Listing Particulars or in the Issuer's affairs since the date of
this Listing Particulars.
The distribution of this Listing Particulars and the offer and sale of the Notes may be restricted by law in some
jurisdictions. Persons into whose possession this Listing Particulars 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 Listing Particulars 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 Listing Particulars. You must also obtain any consents or approvals that you need in order to purchase
any Notes. None of the Issuer or the Initial Purchasers are responsible for your compliance with these legal requirements.
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 Listing Particulars. You may be required to bear the financial risks of
investing in the Notes for an indefinite period of time.
STABILIZATION
IN CONNECTION WITH THIS OFFERING, CREDIT SUISSE SECURITIES (EUROPE) LIMITED (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS
NO ASSURANCE THAT THE STABILIZING MANAGERS (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY
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BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE
OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO
LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE NOTES.
The Notes are initially available in book-entry form only. The Notes are represented by one or more global notes,
which were delivered through DTC and Euroclear and Clearstream, as DTC participants (the "Clearing Systems" and each a
"Clearing System"). Interests in the global notes will be exchangeable for definitive notes only in certain limited
circumstances. See "Book Entry, Delivery and Form of Notes".
OFFER RESTRICTIONS
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 Listing Particulars under "Transfer Restrictions." Neither the Notes nor the Guarantees have been or will
be registered under the U.S. Securities Act or the securities laws of any state of the United States. 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 or any other applicable securities laws, pursuant to registration or an exemption therefrom. Please refer to the section of
this Listing Particulars entitled "Transfer Restrictions." The Notes may not be offered to the public within any jurisdiction.
By accepting delivery of this Listing Particulars, 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 Listing Particulars to the
public in that Relevant Member State other than:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD
Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of
the relevant Initial Purchaser or Initial Purchasers nominated by the Issuer for any such offer; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such
offer of the Notes shall require the publication by the Issuer or any Initial Purchaser of a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospective Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any of the Notes in
any Relevant Member State means the communication in any form and by any means of sufficient information on the terms
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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, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive to the extent implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State; and the expression "2010 PD Amending Directive" means Directive
2010/73/EU.
Each subscriber for or purchaser of the Notes in the offering located within a Relevant Member State 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
Austria This Listing Particulars has not been or will not be approved and/or published pursuant to the Austrian
Capital Markets Act (Kapitalmarktgesetz) as amended. Neither this Listing Particulars nor any other document connected
therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither this Listing Particulars 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. This Listing
Particulars has not been approved under the German Securities Prospectus Act (Wertpapierprospektgesetz) or the Prospectus
Directive and accordingly the Notes may not be offered publicly in Germany.
France This Listing Particulars 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 Monétaire et Financier. Neither
this Listing Particulars nor any other offering material may be distributed to the public in France.
Italy None of this Listing Particulars or any other documents or materials relating to the Notes have been or will be
submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"). Therefore, the
Notes may only be offered or sold in the Republic of Italy ("Italy") pursuant to an exemption under article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 3, of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, the Notes are not
addressed to, and neither the Listing Particulars nor any other documents, materials or information relating, directly or
indirectly, to the Notes can be distributed or otherwise made available (either directly or indirectly) to any person in Italy
other than to qualified investors (investitori qualificati) pursuant to article 34-ter, paragraph 1, letter (b) of CONSOB
Regulation No. 11971 of 14 May 1999, as amended from time to time, acting on their own account.
Grand Duchy of Luxembourg This Listing Particulars has not been approved by and will not be submitted for
approval to the Luxembourg Supervision Commission of the Financial Sector (Commission de Surveillance du Secteur
Financier) for purposes of a public offering or sale in Luxembourg. Accordingly, the Notes may not be offered or sold to the
public in Luxembourg, directly or indirectly, and neither this Listing Particulars 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,
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as amended (the "Prospectus Act") and implementing the Prospectus Directive. Consequently, this Listing Particulars and
any other offering circular, prospectus, form of application, advertisement or other material may only be distributed to
(i) Luxembourg qualified investors as defined in the Prospectus Act and (ii) no more than 149 prospective investors, which
are not qualified investors.
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.
Spain The Notes have not been registered with the Comisión Nacional del Mercado de Valores and therefore the
Notes may not be offered, sold or distributed 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").
Switzerland The Notes offered hereby are being offered in Switzerland on the basis of a private placement only.
This Listing Particulars does not constitute a prospectus within the meaning of Art. 652A of the Swiss Federal Code of
Obligations.
United Kingdom. This Listing Particulars is for distribution only to, and is only directed at, persons who (i) are
investment professionals, as such term is defined in Article 19(5) 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) 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 Listing Particulars 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 document 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 Listing Particulars or any of its contents.
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CURRENCY PRESENTATION AND DEFINITIONS
In this Listing Particulars, all references to "euro," "Euro" or "" are to the single currency of the participating
member states ("Member States") of the EU participation in the third stage of economic and monetary union pursuant to the
Treaty on the Functioning of the EU, as amended or supplemented from time to time; and all references to "U.S. dollars,"
"US$" and "$" are to the lawful currency of the United States of America.
Definitions
As used in this Listing Particulars:
"2009 UM Dollar Senior Secured Notes" refers to Unitymedia Hessen's and Unitymedia NRW's $845 million
aggregate principal amount of 81/8% Senior Secured Notes due 2017, all of which have been repurchased or redeemed and
cancelled pursuant to the December 2012 Refinancing;
"2009 UM Euro Senior Secured Notes" refers to Unitymedia Hessen's and Unitymedia NRW's 1,430 million
aggregate principal amount of 81/8% Senior Secured Notes due 2017, all of which have been repurchased or redeemed and
cancelled pursuant to the November 2013 Refinancing;
"2009 UM Senior Notes" refers to Unitymedia KabelBW's existing 665 million aggregate principal amount of
95/8% Senior Notes due 2019, which are to be redeemed in full pursuant to the Refinancing. See "Use of Proceeds" and
"Summary -- The Refinancing".
"2009 Unitymedia Revolving Credit Facility" has the meaning ascribed to it under "Summary -- Recent
Developments -- August 2014 RCF Refinancing".
"2012 Reorganization" refers to an internal reorganization that was effected through a series of mergers and
consolidations whereby (i) the obligations of KBW Musketeer under the KBW Senior Notes were assumed by UPC Germany
HC1 on March 27, 2012 and (ii) Kabel BW and KBW Musketeer were merged into UPC Germany HC2 and UPC Germany
HC2 was subsequently merged into KBW. The mergers were effective upon registration on March 29, 2012 and March 30,
2012, respectively;
"2012 Shareholder Loan" has the meaning ascribed to it under "Certain Relationships and Related-Party
Transactions of Unitymedia KabelBW -- 2012 Shareholder Loan Payable to UPC Germany";
"April 2013 Unitymedia KabelBW Senior Secured Notes" refers to Unitymedia Hessen's and Unitymedia NRW's
350 million aggregate principal amount of 55/8% Senior Secured Notes due 2023;
"August 2014 RCF Refinancing" has the meaning ascribed to it under "Summary -- Recent Developments -- August
2014 RCF Refinancing".
"Collateral" has the meaning ascribed to it under "Summary -- Summary of the Notes -- Security and Intercreditor
Agreements";
"December 2012 Refinancing" refers to Unitymedia Hessen's and Unitymedia NRW's repurchase and/or
redemption of all of the 2009 UM Dollar Senior Secured Notes and 524 million aggregate principal amount of the 2009 UM
Euro Senior Secured Notes;
"December 2012 Unitymedia KabelBW Dollar Senior Secured Notes" refers to Unitymedia Hessen's and
Unitymedia NRW's $1 billion aggregate principal amount of 51/2% Senior Secured Notes due 2023;
"December 2012 Unitymedia KabelBW Euro Senior Secured Notes" refers to Unitymedia Hessen's and Unitymedia
NRW's 500 million aggregate principal amount of 53/4% Senior Secured Notes due 2023;
"December 2012 Unitymedia KabelBW Senior Secured Notes" refers collectively to the December 2012
Unitymedia KabelBW Dollar Senior Secured Notes and the December 2012 Unitymedia KabelBW Euro Senior Secured
Notes;
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"Deutsche Telekom" refers to Deutsche Telekom AG;
"Existing Notes" refers collectively to the Existing Senior Notes and the Existing Senior Secured Notes;
"Existing Senior Notes" refers to (i) prior to the completion of the Refinancing, collectively the 2009 UM Senior
Notes and the Unitymedia KabelBW Senior Exchange Notes and (ii) following completion of the Refinancing, the
Unitymedia KabelBW Senior Exchange Notes, in each case, as context requires;
"Existing Senior Secured Notes" refers collectively to the Unitymedia KabelBW Senior Secured Exchange Notes,
the September 2012 Unitymedia KabelBW Senior Secured Notes, the December 2012 Unitymedia KabelBW Senior Secured
Notes, the January 2013 Unitymedia KabelBW Senior Secured Notes, the April 2013 Unitymedia KabelBW Senior Secured
Notes and the November 2013 Unitymedia KabelBW Senior Secured Notes;
"Group Intercreditor Agreement" refers to the intercreditor agreement dated November 20, 2009 (as amended from
time to time) among, inter alios, UPC Germany Holding B.V., Unitymedia KabelBW and Credit Suisse AG, London Branch,
as security agent;
"Guarantors" collectively refers to Unitymedia Hessen, Unitymedia Verwaltung, Unitymedia NRW, Unitymedia
Management, UPC Germany NewCo and KBW;
"Holdco Intercreditor Agreement" refers to the intercreditor agreement to be dated as of the Collateral Grant Date
among, inter alios, UPC Germany Holding B.V., Unitymedia KabelBW and Credit Suisse AG, London Branch, as security
agent;
"Indenture" refers to the indenture to be dated on or about the Issue Date governing the Notes, by and among, inter
alios, the Issuer, the Guarantors and the Trustee;
"Initial Purchasers" refers to Credit Suisse Securities (Europe) Limited, Barclays Bank PLC, BNP Paribas, Deutsche
Bank AG, London Branch, ING Bank N.V., London Branch, Morgan Stanley & Co. International plc, The Royal Bank of
Scotland plc and Société Générale;
"Intercreditor Agreements" collectively refers to the Group Intercreditor Agreement and the Holdco Intercreditor
Agreement;
"Issue Date" refers to October 22, 2014;
"Issuer" refers to Unitymedia KabelBW GmbH;
"January 2013 Unitymedia KabelBW Senior Secured Notes" refers to Unitymedia Hessen's and Unitymedia NRW's
500 million aggregate principal amount of 51/8% Senior Secured Notes due 2023;
"Kabel BW" refers to Kabel BW Erste Beteiligungs GmbH with or without its consolidated subsidiaries prior to
consummation of the 2012 Reorganization, as the context requires, which was merged into UPC Germany HC2;
"Kabel BW Group" refers to UPC Germany Holdings (or its successor entity) and its consolidated subsidiaries
subsequent to or prior to the consummation of the KBW Fold-in, as the context requires;
"KBW" refers to Kabel BW GmbH (formerly known as Kabel BW Holdings GmbH), with or without its
consolidated subsidiaries and subsequent to and/or prior to the consummation of the Post-KBW Fold-in Reorganization, as
the context requires;
"KBW Musketeer Loan Facility" has the meaning ascribed to it under the definition of "March 2011 Kabel BW
Refinancing";
"KBW Musketeer" refers to Kabel BW Musketeer GmbH, which was merged into UPC Germany HC2;
"KBW Dollar Senior Secured Notes" refers to KBW's $500 million aggregate principal amount of 71/2% Senior
Notes due 2019, all of which have been cancelled on May 4, 2012 in connection with the KBW Fold-in;
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