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

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