Obbligazione Telenet Group 0% ( XS0615238390 ) in EUR

Emittente Telenet Group
Prezzo di mercato 100 EUR  ▼ 
Paese  Belgio
Codice isin  XS0615238390 ( in EUR )
Tasso d'interesse 0%
Scadenza 15/06/2021 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Telenet Group Holding XS0615238390 in EUR 0%, scaduta


Importo minimo 100 000 EUR
Importo totale 400 000 000 EUR
Descrizione dettagliata Telenet Group Holding è una società belga di telecomunicazioni che fornisce servizi di televisione via cavo, internet e telefonia fissa e mobile in Belgio e negli Stati Uniti.

The Obbligazione issued by Telenet Group ( Belgium ) , in EUR, with the ISIN code XS0615238390, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 15/06/2021







OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
400,000,000 Senior Secured Floating Rate Notes due 2021
issued by, but with limited recourse to,
Telenet Finance IV Luxembourg S.C.A.
(a corporate partnership limited by shares (société en commandite par actions) under the laws of the
Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register
under number B161083 for the sole purpose of financing a loan as an additional tranche
under a Senior Credit Facility to TELENET INTERNATIONAL FINANCE S.à r.l.)
Telenet Finance IV Luxembourg S.C.A. is a corporate partnership limited by shares, société en commandite par actions, incorporated under the
laws of the Grand Duchy of Luxembourg (the "Issuer"). All of the ordinary shares of the Issuer are owned directly by Stichting Telenet Finance IV
Luxembourg, a foundation (stichting) established under the laws of The Netherlands (the "Foundation"), and all of the general partnership shares of
the Issuer are owned by Telenet Finance IV S.à r.l. (the "GP"). The Issuer offered 400 million aggregate principal amount of its senior secured
floating rate notes due 2021 (the "Notes"). The Notes will mature on June 15, 2021. The Issuer will pay interest on the Notes quarterly in cash in
arrears on each March 15, June 15, September 15 and December 15, commencing on September 15, 2021.
The proceeds from the offering of the Notes were used by the Issuer to fund an additional facility under the Senior Credit Facility (as defined in this
offering memorandum) (the "Finco Loan"), denominated in euro, borrowed by Telenet International Finance S.à r.l. ("Telenet International Finance"),
as borrower. Telenet International Finance is an entity wholly owned by Telenet NV. Telenet NV is an entity wholly owned by Telenet Group
Holding NV ("Telenet Group Holding"). The obligations of Telenet International Finance under the Finco Loan are guaranteed by Telenet NV only
and not by Telenet Group Holding. The Issuer is dependent upon payments under the Finco Loan and related agreements to make payments under
the Notes. The Issuer will apply all payments it receives under the Finco Loan and such related agreements, including in respect of principal,
premiums, interest and any additional amounts following certain tax events, to make corresponding payments under the Notes. Neither Telenet
Group Holding nor any of its subsidiaries will guarantee or provide credit support to the Issuer with respect to its obligations under the Notes, and
therefore the Telenet Group Financial Statements are included for information purposes only.
The accession agreement related to the Finco Loan will provide for the payment of certain additional amounts in connection with certain voluntary
and mandatory prepayments of the Finco Loan that will enable the Issuer to pay the premiums payable in respect of corresponding redemptions of
the Notes, as described in "Description of the Notes­Redemption and Repurchase­Optional Redemption". Following a change of control as defined
in the Senior Credit Facility, Telenet International Finance will be required, at the election of the Majority Lenders under, and as defined in, the
Senior Credit Facility, to prepay the Finco Loan plus a payment in an amount equal to 1% of the principal amount of the Finco Loan. Following any
such repayment, the Issuer will redeem all of the Notes issued under the indenture governing the Notes at a redemption price equal to 101% of the
principal amount thereof plus accrued and unpaid interest to the date of redemption. See "Description of the Notes­Redemption and Repurchase­
Redemption upon a Change of Control." In the event of certain asset sales, Telenet International Finance may elect, at its option, to (i) prepay a
principal amount of the Finco Loan equal to the aggregate principal amount of the Notes tendered in a related asset sale offer to be made by the
Issuer (not to exceed the available proceeds from the related asset sale) or (ii) subject to the payment of certain premiums, prepay the Finco Loan in
an amount equal to the available proceeds from the related asset sale, and, in the case of clauses (i) and (ii), the Issuer will redeem a corresponding
amount of Notes. See "Description of the Notes­Redemption and Repurchase­Disposal Proceeds". 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. See "Description of the Notes­
Redemption and Repurchase­Redemption for Changes in Withholding Taxes". Further, in connection with a Telenet Group Transfer (as defined in
this offering memorandum), subject to the receipt of certain consents of the noteholders, certain Notes may be redeemed, or an offer to redeem
certain Notes may be made, at a price equal to 101% of the principal amount of the Notes redeemed plus accrued and unpaid interest to the
redemption date.
The Notes are limited recourse obligations of the Issuer. In each case where amounts of principal, interest and other amounts (if any) are stated to
be payable in respect of the Notes, the obligation of the Issuer to make any such payment shall constitute the obligation only to account to holders
of the Notes for an amount equivalent to sums of principal, interest and other amounts (if any) actually received by or for the account of the Issuer
pursuant to the Senior Credit Facility and related agreements between the Issuer and Telenet International Finance and/or Telenet NV, as the case
may be. Neither Telenet Group Holding nor any of its subsidiaries will guarantee or provide any credit support to the Issuer with respect to its
obligations under the Notes. Other than under the limited circumstances described herein, holders of the Notes will not have a direct claim on the
cash flow or assets of Telenet Group Holding or any of its subsidiaries, and neither Telenet Group Holding nor any of its subsidiaries has any
obligation, contingent or otherwise, to pay amounts due under the Notes, or to make funds available to the Issuer for those payments, other than the
obligations of Telenet International Finance to make payments to the Issuer pursuant to the Finco Loan and agreements related thereto.
The Notes will be senior obligations of the Issuer. The Notes will be secured by, among other things, a first-ranking security interest in all of the ordinary
shares and the bank account of the Issuer, a first-ranking security interest in the entire share capital of the GP and a first-ranking security interest over
the Issuer's rights to and benefit in the Finco Loan (including all rights of the Issuer as a lender under the Senior Credit Facility (including the guarantees
and security granted in respect thereof)). In addition, other than in certain limited circumstances specified herein, holders of the Notes will not have any
recourse to the Issuer other than in respect of amounts received by the Issuer under the Senior Credit Facility and the Related Agreements. For a
description of the terms of the Notes, see "Description of the Notes".
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.
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 accordance 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 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).
The Notes are in registered form in denominations of 100,000 and integral multiples of 1,000 above 100,000. Notes have only been issued in
minimum denominations of 100,000 principal amount. The Notes are represented by one or more global Notes that were delivered through Euroclear
Bank SA/NV, as operator of the Euroclear System ("Euroclear") and Clearstream Banking ("Clearstream"), société anonyme, on June 15, 2011. Interests
in each global Note are exchangeable for the relevant definitive Notes only in certain limited circumstances. See "Book-Entry, Delivery and Form".
Price: 100.000% plus accrued interest from the Issue Date.
Joint lead and book-running managers
J.P. Morgan
Credit Suisse
The date of this offering memorandum is July 13, 2011


You should rely only on the information contained in this offering memorandum. Neither the Issuer
or Telenet Group Holding nor any of the Initial Purchasers (as defined herein) has authorized anyone
to provide you with different information. Neither the Issuer or Telenet Group Holding 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
GENERAL DESCRIPTION OF TELENET'S BUSINESS, THE ISSUER AND THE OFFERING . .
1
SUMMARY CONDENSED CONSOLIDATED HISTORICAL FINANCIAL AND OTHER DATA
OF TELENET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
CAPITALIZATION OF TELENET AND THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
DESCRIPTION OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF TELENET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
INDUSTRY AND MARKET OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
DESCRIPTION OF TELENET'S BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
MANAGEMENT AND GOVERNANCE OF TELENET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119
PRINCIPAL SHAREHOLDERS OF TELENET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
129
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS OF TELENET . . . . . . .
130
DESCRIPTION OF TELENET INTERNATIONAL FINANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
131
DESCRIPTION OF TELENET NV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135
DESCRIPTION OF THE SENIOR CREDIT FACILITY AND THE RELATED AGREEMENTS . . .
138
DESCRIPTION OF OTHER INDEBTEDNESS OF TELENET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
155
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
158
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
186
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
190
TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
195
CERTAIN EMPLOYEE BENEFIT PLAN CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
205
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
208
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
211
ENFORCEMENT OF JUDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
212
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
214
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
215
GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
G-1
INDEX OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
ANNEX A COPY OF THE SENIOR CREDIT FACILITY AGREEMENT . . . . . . . . . . . . . . . . . . . . . .
A-1
ANNEX B COPY OF THE FACILITY P ACCESSION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . .
B-1
ANNEX C COPY OF THE INTERCREDITOR AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
C-1


Neither the Issuer nor Telenet Group Holding, or any of its subsidiaries, has 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, Telenet
Group Holding and its subsidiaries do not represent that their affairs are the same as described or
that the information in this offering memorandum is correct, nor does the Issuer imply those things
by delivering this offering memorandum or selling securities to you. Telenet Group Holding and its
subsidiaries will not guarantee or provide any credit support to the Issuer with respect to its
obligations under the Notes.
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, J.P. MORGAN SECURITIES LTD. 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 J.P. MORGAN
SECURITIES 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 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 offense 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 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 offering memorandum 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
("FSM Act")) 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 "Prospective 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
ii


Initial Purchasers to produce a prospectus for such offer. None of the Issuer, Telenet NV or the Initial
Purchasers has 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 offering memorandum.
The Issuer, Telenet NV and Telenet International Finance have prepared this offering memorandum solely
for use in connection with this offering and for applying to the Luxembourg Stock Exchange for the Notes
to be admitted to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro
MTF Market.
In the United States, you may not distribute this offering memorandum or make copies of it without the
Issuer's and Telenet NV'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 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 Telenet
Group Holding and its subsidiaries and your own assessment of the merits and risks of investing in the
Notes. None of the Issuer, Telenet NV, Telenet International Finance 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 offering memorandum has been furnished by the Issuer, Telenet NV and
Telenet International Finance and other sources the Issuer, Telenet NV and Telenet International Finance
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 by the Issuer, Telenet NV and Telenet International Finance 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 and Telenet NV 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 offering
memorandum). All summaries of the documents contained herein are qualified in their entirety by this
reference.
Each of the Issuer (except as noted in the following paragraph), Telenet NV and Telenet International
Finance accept responsibility for the information contained in this offering memorandum pertaining to
itself, the Senior Credit Facility and the Note Collateral. Telenet NV accepts responsibility for any
information pertaining to Telenet Group Holding, including the consolidated financial statements of Telenet
Group Holding, and any information pertaining to its holding companies, subsidiaries or affiliates contained
in this offering memorandum. Telenet NV has made all reasonable inquiries and confirmed to the best of its
knowledge, information and belief that the information contained in this offering memorandum with regard
to Telenet Group Holding, 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 offering memorandum are honestly held,
and that it is not aware of any other acts the omission of which would make this offering memorandum or
any statement contained herein misleading in any material respect.
The Issuer accepts responsibility for the information contained in this offering memorandum (except in
relation to the information in respect of Telenet Group Holding, each of its subsidiaries and affiliates, for
which Telenet NV takes sole responsibility). To the best of the knowledge and belief of each of the Issuer,
Telenet NV and Telenet International Finance, the information contained in this offering memorandum for
which it takes responsibility 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 the Issuer, Telenet NV, Telenet International Finance or the Initial Purchasers.
The Issuer reserves the right to withdraw this offering of the Notes at any time, and the Issuer 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.
iii


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. None of the Issuer, Telenet
NV or the Initial Purchasers is 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 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, YOU ARE HEREBY INFORMED
THAT ANY DISCUSSION HEREIN OF U.S. FEDERAL TAX ISSUES WAS NOT INTENDED OR
WRITTEN TO BE USED, AND SUCH DISCUSSION CANNOT BE USED, BY ANY TAXPAYER FOR
THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON ANY TAXPAYER
UNDER THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED. SUCH DESCRIPTION WAS
WRITTEN IN CONNECTION WITH THE MARKETING BY THE ISSUER OF THE NOTES.
TAXPAYERS
SHOULD
SEEK
ADVICE
BASED
ON
THE
TAXPAYERS'
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 the 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.
iv


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 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 other than in reliance of Article 3(2)(b).
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 amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing
measure in each 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 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
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 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.
Belgium
The Notes are not offered, directly or indirectly, to the public in Belgium. The Notes are being
offered in Belgium to qualified investors only, within the meaning of Article 3, §2, a) and 10 of the Belgian
law of June 16, 2006 on the public offering of securities and admission of securities to trading on a
regulated market ("Belgian Prospectus Law") and/or on the basis of the other exemptions set out in Article
3, §2 of the Belgian Prospectus Law. Accordingly, this offering memorandum has not been and will not be
notified to, or approved by, the Belgian Financial Services and Markets Authority (Autoriteit voor
Financiële Diensten en Markten/Autorité des services et marchés financiers) (the "FSMA"). This offering
can not be advertised and this offering memorandum and any other information, circular, brochure or
similar documents may not be distributed, directly or indirectly, in Belgium other than to said qualified
investors or, as the case may be, other than on the basis of the other exemptions set out in Article 3, §2 of
the Belgian Prospectus Law.
v


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.
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 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.
Grand Duchy of Luxembourg
In addition to the cases described in the section entitled "Public Offer
Selling Restriction" under the Prospectus Directive (defined below) in which the Initial Purchasers can
make an offer of the Notes to the public in an EEA Member State (including the Grand Duchy of
Luxembourg) ("Luxembourg"), the Initial Purchasers can also make an offer of the Notes to the public in
Luxembourg:
(a) at any time, to national and regional governments, central banks, international and supranational
institutions (such as the International Monetary Fund, the European Central Bank, the European
Investment Bank) and other similar international organisations;
(b) at any time, to legal entities which are authorised or regulated to operate in the financial markets
(including credit institutions, investment firms, other authorised or regulated financial institutions,
undertakings for collective investment and their management companies, pension and investment
funds and their management companies, insurance undertakings and commodity dealers) as well
as entities not so authorised or regulated whose corporate purpose is solely to invest in securities;
and
(c) at any time, to certain natural persons or small and medium sized enterprises (as defined in the
Luxembourg Law dated 10 July 2005 on prospectuses for securities implementing the Directive
2003/71/EC (the "Prospectus Directive") into Luxembourg law) recorded in the register of natural
persons or small and medium sized enterprises considered as qualified investors as held by the
Commission de surveillance du secteur financier as competent authority in Luxembourg in
accordance with the Prospectus Directive.
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
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
vi


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 offering memorandum does not constitute a prospectus within the meaning of Art. 652A of the
Swiss Federal Code of Obligations.
United Kingdom
This offering memorandum is directed solely at persons who (i) are investment
professionals, as such term is defined in Article 19(5) of 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 FMSA) in
connection with the issue or sale of any Notes may otherwise be lawfully communicated or caused to be
communicated (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.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE
NOTES.
vii


PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Data
Unless otherwise indicated, the historical consolidated financial information presented herein has been
prepared in accordance with International Financial Reporting Standards as adopted by the European
Commission for use in the European Union ("IFRS").
This offering memorandum includes the selected condensed consolidated interim financial statements of
Telenet Group Holding and its subsidiaries, as of and for the three months ended March 31, 2011 and the
audited consolidated financial statements of Telenet Group Holding and its subsidiaries, as of and for the
years ended December 31, 2010, December 31, 2009 and December 31, 2008, which have been audited by
KPMG Bedrijfsrevisoren CVBA (together, the "Telenet Group Financial Statements"). Telenet Group
Holding's historical results do not necessarily indicate results that may be expected for any future period.
Neither Telenet Group Holding nor any of its subsidiaries will guarantee or provide credit support to the
Issuer with respect to its obligations under the Notes, and therefore the Telenet Group Financial Statements
are included for information purposes only.
Telenet Group Holding's financial results are reported in euro denominations.
This offering memorandum contains non-IFRS measures and ratios, including Adjusted EBITDA and Free
Cash Flow, that are not required by, or presented in accordance with, IFRS. Telenet presents non-IFRS
measures because it believes that they and similar measures are widely used by certain investors, securities
analysts and other interested parties as supplemental measures of performance and liquidity. The non-IFRS
measures may not be comparable to similarly titled measures of other companies, have limitations as
analytical tools and should not be considered in isolation or as a substitute for analysis of Telenet's
operating results as reported under IFRS. Non-IFRS measures and ratios such as Adjusted EBITDA and
Free Cash Flow are not measurements of Telenet's performance or liquidity under IFRS or any other
generally accepted accounting principles. In particular, you should not consider Adjusted EBITDA as an
alternative to (a) operating profit or profit for the period (as determined in accordance with IFRS) as a
measure of Telenet's operating performance, (b) cash flows from operating, investing and financing
activities as a measure of Telenet's ability to meet Telenet's cash needs or (c) any other measures of
performance under generally accepted accounting principles. Adjusted EBITDA has limitations as an
analytical tool, and you should not consider it in isolation, or as a substitute for an analysis of Telenet's
results as reported under IFRS. Some of these limitations are:
·
it does not reflect Telenet's cash expenditures or future requirements for capital expenditures or
contractual commitments;
·
it does not reflect changes in, or cash requirements for, Telenet's working capital needs;
·
it does not reflect the significant interest expense, or the cash requirements necessary to service interest
or principal payments, on Telenet's debts;
·
although depreciation, amortization and impairment are non-cash charges, the assets being depreciated
and amortized will generally need to be replaced in the future and Adjusted EBITDA does not reflect
any cash requirements that would be required for such replacements; and
·
some of the exceptional items that Telenet eliminates in calculating Adjusted EBITDA reflect cash
payments that were made, or will in the future be made.
The Issuer was incorporated on May 23, 2011 for the purpose of the offering of the Notes. Consequently,
limited historical financial information relating to the Issuer is available, and the financial information
included in this offering memorandum with respect to the Issuer consists only of the Issuer's opening
balance sheet as of May 23, 2011, which has been prepared in accordance with the generally accepted
accounting principles of Luxembourg ("Luxembourg GAAP") (the "Issuer Financial Statements"). Since its
incorporation, no other financial statements of the Issuer have been prepared. The Issuer intends to publish
its first annual financial statements in respect of the year ended December 31, 2011. Financial statements
will be published by the Issuer on an annual basis and the Issuer will prepare interim half-yearly financial
reports and publish them in accordance with applicable law.
As further described under "General Description of Telenet's Business, the Issuer and the Offering--The
Issuer and Consolidation of the Issuer by Telenet" below, following the issuance of the Notes and the
related advance of the Finco Loan to Telenet International Finance, the Issuer will be consolidated with
Telenet Group Holding and its subsidiaries for the purposes of IFRS.
Unless otherwise indicated, convenience translations into euros have been calculated as of March 31, 2011.
Certain amounts and percentages presented herein have been rounded and, accordingly, the sum of amounts
presented may not equal the total.
viii


All references in this document to EUR, euro and refer to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European
Union, as amended and all references to "U.S.$" or "$" are to U.S. dollars.
Definitions
Unless otherwise stated or unless the context otherwise requires:
"Belgium" means the Kingdom of Belgium.
"BIPT" means the Belgian Institute for Postal Services and Telecommunications (Belgisch Instituut voor
Postdiensten en Telecommunicatie/Institut belge des services postaux et des télécommunications).
"Clearstream" refers to Clearstream Banking, société anonyme.
"Combined Network" refers to Telenet's network in Flanders and parts of Brussels, including both the
Telenet Network and the Partner Network.
"December 31, 2009 Consolidated Financial Statements" refers to Telenet Group Holding's audited
consolidated financial statements as of December 31, 2009 and 2008 and for the years ended December 31,
2009 and 2008 and the notes thereto, which have been audited by KPMG Bedrijfsrevisoren CVBA, included
in this offering memorandum.
"December 31, 2010 Consolidated Financial Statements" refers to Telenet Group Holding's audited
consolidated financial statements as of December 31, 2010 and 2009 and for the years ended December 31,
2010 and 2009 and the notes thereto, which have been audited by KPMG Bedrijfsrevisoren CVBA, included
in this offering memorandum.
"EU" refers to the European Union.
"Euroclear" refers to Euroclear Bank S.A./N.V.
"Facility Agreement Obligor" refers to each of Telenet NV and Telenet International Finance in its capacity
as obligor under the Senior Credit Facility.
"Facility P" refers to the term loan facility "P" giving effect to the Finco Loan, under the Senior Credit
Facility, between the Issuer as lender and Telenet International Finance as borrower.
"Facility P Accession Agreement" refers to the agreement between, inter alios the Issuer, Telenet
International Finance and the facility agent and the security agent in respect of the Senior Credit Facility,
dated as of June 15, 2011, pursuant to which the Issuer accedes as a lender under the Senior Credit Facility.
The Facility P Accession Agreement is also referred to herein as the "Finco Accession Agreement".
"Flanders" refers to the Flemish region of Belgium, excluding Brussels.
"Foundation" refers to Stichting Telenet Finance IV Luxembourg, a foundation (stichting) established under
the laws of The Netherlands, being the limited shareholder of the Issuer.
"Full-MVNO Agreement" refers to the Full-MNVO agreement entered into between Telenet and Mobistar,
dated July 2, 2009 embodying the agreement reached between Telenet and Mobistar pursuant to a Full-
MVNO term sheet, dated February 12, 2009.
"GP" refers to Telenet Finance IV S.à r.l., a private limited liability company (société à responsabilité
limitée) established under the laws of Luxembourg.
"General Partner Pledge Agreement" refers to the share pledge agreement dated as of June 15, 2011,
between the Foundation, the GP and the Security Agent, executed in the presence of the GP, pursuant to
which the Foundation grants a first ranking security interest in the entire issued share capital of the GP.
"IFRS" refers to International Financial Reporting Standards as adopted by the European Commission for
use in the European Union.
"Indenture" refers to the indenture governing the Notes.
"Initial Purchasers" refers to J.P. Morgan Securities Ltd. and Credit Suisse Securities (Europe) Limited.
"Intercreditor Agreement" refers to the intercreditor agreement, as amended, originally entered into on
October 10, 2007 among Telenet NV, the original intercompany creditors party thereto, the original
subordinated debtors party thereto, the security providers party thereto, ABN Amro Bank N.V., BNP
Paribas S.A. and J.P. Morgan plc, as mandated lead arrangers, the financial institutions party thereto as
original lenders, The Bank of Nova Scotia, as facility agent, and KBC Bank NV, as security agent.
ix