UNITYMEDIA HESSEN GMBH & CO. KG UNITYMEDIA NRW GMBH ...

UNITYMEDIA HESSEN GMBH & CO. KG
UNITYMEDIA NRW GMBH
UNITYMEDIA HESSEN GMBH & CO. KG AND UNITYMEDIA NRW GMBH ANNOUNCE OFFER TO
PURCHASE ANY AND ALL OF THEIR OUTSTANDING $845,000,000 8⅛% SENIOR SECURED
NOTES DUE 2017
Luxembourg, Grand Duchy of Luxembourg – November 29, 2012. Unitymedia Hessen GmbH & Co. KG
and Unitymedia NRW GmbH (collectively, the “Offerors”) today announced that they have commenced
an offer to purchase (the “Dollar Tender Offer”) for cash any and all of their outstanding $845,000,000
8⅛% Senior Secured Notes due 2017 (the “Dollar Notes”) from holders of the Dollar Notes (“Holders”),
as further described in the offer to purchase dated as of November 29, 2012 (the “Dollar Tender Offer
Memorandum”).
The Dollar Tender Offer begins on November 29, 2012 and will expire at 11:59 p.m., New York time, on
December 27, 2012, unless extended or earlier terminated (such time and date, as the same may be
extended, the “Expiration Date”). Holders must validly tender their Dollar Notes, and not validly withdraw
their Dollar Notes, at or prior to 5:00 p.m., New York time, on December 12, 2012, unless extended by the
Offerors (such time and date, as the same may be extended, the “Early Tender Date”) in order to receive
the Total Consideration (as set forth below), plus accrued interest on the Initial Payment Date (as defined
below). Holders that validly tender their Dollar Notes, and do not validly withdraw their Dollar Notes, after
the Early Tender Date and at or prior to the Expiration Date will only be eligible to receive the Purchase
Price (as set forth below), plus accrued interest on the Final Payment Date (as defined below). Dollar
Notes tendered may be withdrawn at any time prior to 5:00 p.m., New York time, on December 12, 2012,
unless extended by the Offerors (such time and date, as the same may be extended, the “Withdrawal
Deadline”) but not thereafter.
The Dollar Tender Offer is subject to the terms and conditions set forth in the Dollar Tender Offer
Memorandum, including a financing condition. The “Total Consideration” equals the Purchase Price for
each $1,000 principal amount of Dollar Notes, validly tendered pursuant to the Dollar Tender Offer on or
prior to the Early Tender Date (and not validly withdrawn prior to the Withdrawal Deadline) and accepted
for purchase plus the applicable Early Tender Premium, as set out below.
Description of
the Notes
8⅛% Senior
Secured Notes
due 2017
Outstanding
Principal
Amount
CUSIP/ISIN/
Common Code
$845,000,000 Reg S Note:
D85668AA5/
USD85668AA50/
046862406
Rule 144A Note:
90320RAA2/
US90320RAA23/
046862465
____________________________
Maturity
Date
December
1, 2017
Minimum
Tender
Purchase
Price 1
Early Tender
Premium 1
Total
Consideration 2
$100,000 $1,081.25 $1.81 $1,083.06
1. Per $1,000 principal amount of the Dollar Notes.
2. Total Consideration per $1,000 principal amount of the Dollar Notes will only be paid in respect of Dollar Notes tendered (and
not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase by the Offerors.
The “Initial Payment Date”, in respect of any Dollar Notes that are validly tendered (and not validly
withdrawn) at or prior to the Early Tender Date and that are accepted for purchase, will be promptly after

the Early Tender Date and is expected to be on or about December 14, 2012. The “Final Payment Date”,
in respect of any Dollar Notes that are validly tendered at or prior to the Expiration Date and that are
accepted for purchase (other than Dollar Notes accepted for purchase and settled on the Initial Payment
Date), will be promptly after the Expiration Date and is expected to be on or about December 28, 2012.
The Dollar Notes can only be tendered in the Dollar Tender Offer in minimum principal amounts of
$100,000 and integral multiples of $1,000 in excess thereof. After the Dollar Tender Offer is completed,
the tendering Holder must continue to hold Dollar Notes in a minimum aggregate principal amount of
$100,000.
Only Holders that validly tender their Dollar Notes at or prior to the Early Tender Date and do not
validly withdraw their Dollar Notes at or prior to the Withdrawal Deadline will be eligible to receive
the Total Consideration (which includes the Early Tender Premium). Holders validly tendering
their Dollar Notes after the Early Tender Date and on or prior to the Expiration Date will only be
eligible to receive the Purchase Price, which is equal to the Total Consideration less the Early
Tender Premium set out above. In addition, all Holders validly tendering their Dollar Notes that are
accepted for purchase by the Offerors in the Dollar Tender Offer will receive a cash payment
representing the accrued interest on those Dollar Notes.
J.P. Morgan Securities LLC is acting as Dealer Manager for the Dollar Tender Offer. In connection with
the Dollar Tender Offer, Lucid Issuer Services Limited has been appointed as tender agent and as
information agent (in such capacities, the “Tender Agent”). Holders with questions about the Dollar
Tender Offer should contact the Dealer Manager or the Tender Agent. Any extension, amendment or
termination of the Dollar Tender Offer shall be published by the Offerors by press release or notice to the
Tender Agent.
None of the Offerors, the Dealer Manager, the Tender Agent or any of their affiliates are making any
recommendations to Holders of Dollar Notes as to whether to tender or refrain from tendering their Dollar
Notes in the Dollar Tender Offer. Holders of Dollar Notes must decide how many Dollar Notes they will
tender, if any.
Holders who have Dollar Notes registered in the name of a broker, dealer, commercial bank, trust
company or other nominee must contact, and issue appropriate instructions to, such broker, dealer,
commercial bank, trust company or other nominee if such Holder desires to tender those Dollar Notes.
The deadlines set by the clearing systems for submission of tender instructions may be earlier than the
relevant deadlines specified in the Dollar Tender Offer Memorandum.
Copies of the Dollar Tender Offer Memorandum can be obtained by eligible Holders of the Dollar Notes
from the Tender Agent at the telephone number below.
About Unitymedia
Unitymedia KabelBW GmbH (“Unitymedia KabelBW”) is the largest cable operator in the German federal states of North-
Rhine Westfalia, Hesse and Baden-Wuerttemberg in terms of customers and is a wholly-owned subsidiary of Liberty Global,
Inc. (“Liberty Global”). Unitymedia KabelBW markets its services under two commercial brands, Unitymedia and KabelBW.
Unitymedia KabelBW provides analog and digital cable television services as well as internet and telephony services to its
7.0 million customers who reside in its upgraded footprint. As of September 30, 2012, Unitymedia KabelBW served
approximately 6.7 million video subscribers (including 2.1 million digital video subscribers), 2.1 million internet subscribers
and 2.1 million telephony subscribers over a broadband communications network that passed approximately 12.6 million
homes. More information on Unitymedia KabelBW can be found at www.umkbw.de.
About Liberty Global
Liberty Global is the leading international cable company, with operations in 13 countries. Liberty Global connects people to
the digital world and enables them to discover and experience its endless possibilities. Liberty Global´s market-leading

television, broadband internet and telephony services are provided through next-generation networks and innovative
technology platforms that connect 20 million customers who subscribe to 34 million services as of September 30, 2012.
Liberty Global’s consumer brands include UPC, Unitymedia, KabelBW, Telenet and VTR. Liberty Global´s operations also
include Chellomedia, its content division, UPC Business, a commercial services division and Liberty Global Ventures, its
investment fund. For more information, please visit www.lgi.com.
Disclaimer
The distribution of the Dollar Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into
whose possession the Dollar Tender Offer Memorandum comes are required by the Offerors, the Dealer Manager and the
Tender Agent to inform themselves about, and to observe, any such restrictions.
This announcement is neither an offer to purchase nor the solicitation of an offer to sell any of the securities described
herein, nor shall there be any offer or sale of such securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful. The Dollar Tender Offer is made solely pursuant to the Dollar Tender Offer Memorandum dated November 29,
2012.
This announcement must be read in conjunction with the Dollar Tender Offer Memorandum. This announcement and the
Dollar Tender Offer Memorandum contain important information which should be read carefully before any decision is made
with respect to the Dollar Tender Offer. If any Holder is in any doubt as to the action it should take, it is recommended that
such Holder seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker,
bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Dollar
Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to tender Dollar Notes in the Dollar Tender Offer. None of the Offerors, the Dealer Manager or
the Tender Agent makes any recommendation as to whether Holders should tender Dollar Notes in the Dollar Tender Offer
or participate in the Dollar Tender Offer.
Any deadlines set by any intermediary will be earlier than the deadlines specified in the Dollar Tender Offer Memorandum.
The information contained in this announcement does not constitute an invitation or inducement to engage in investment
activity within the meaning of the United Kingdom Financial Services and Markets Act 2000. In the United Kingdom, this
announcement is being distributed only to, and is directed only at (i) persons who are outside the United Kingdom, (ii)
persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (iii)
persons who are within Article 43 of the Financial Promotion Order or (iv) any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”).
This announcement and the Dollar Tender Offer Memorandum is directed only at relevant persons and must not be acted on
or relied on by persons who are not relevant persons.
This investor release contains forward-looking statements and information that is necessarily subject to risks, uncertainties,
and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms
of any such transactions. The Offerors assume no obligation to update or correct the information contained in this investor
release.
For more information, please contact Investor Relations, the Dealer Manager or the Tender Agent:
Investor Relations – Unitymedia
Christian Fangmann +49 221.37792.151
Investor Relations – Liberty Global
Christopher Noyes +1 303.220.6693
Oskar Nooij +1 303.220.4218
Dealer Manager
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: Liability Management Group
(800) 245-8812 (toll-free)
(212) 834-2046 (collect)

Tender Agent
Lucid Issuer Services Limited
Attention: Paul Kamminga/Sunjeeve Patel
Email: unitymedia@lucid-is.com
Tel: +44 207704.0880