Ziggo B.V. E750,000,000 3.625% Senior Secured Notes Due 2020
Total Page：16
File Type：pdf, Size：1020Kb
CONFIDENTIAL NOT FOR GENERAL CIRCULATION OFFERING MEMORANDUM IN THE UNITED STATES 14MAR201311320065 Ziggo B.V. E750,000,000 3.625% Senior Secured Notes due 2020 Ziggo B.V., incorporated as a private limited company under the laws of the Netherlands (the ‘‘Issuer’’) and indirectly owned 100% by Amsterdamse Beheer- en Consultingmaatschappij B.V., incorporated as a private limited company under the laws of the Netherlands (‘‘ABC B.V.’’) is offering A750,000,000 aggregate principal amount of its 3.625% Senior Secured Notes due 2020 (the ‘‘Notes’’). The Issuer will pay interest on the Notes annually on March 27 of each year, commencing on March 27, 2014. The Notes will mature on March 27, 2020. Some or all of the Notes may be redeemed on one or more occasions by paying 100% of the principal amount of such Notes plus a ‘‘make-whole’’ premium. All, but not less than all, of the Notes may also be redeemed at 100% of their principal amount plus accrued and unpaid interest upon the occurrence of certain changes in applicable tax law. Upon the occurrence of certain change of control events with respect to ABC B.V., each holder of the Notes may require the Issuer to repurchase all or a portion of its Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest. The Notes will be senior secured obligations of the Issuer and will rank equally in right of payment with all existing and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes and will be 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 will be guaranteed (the ‘‘Guarantees,’’ and each, a ‘‘Guarantee’’) on a senior secured basis by ABC B.V., Torenspits II B.V. and by the Issuer’s subsidiaries Ziggo Netwerk B.V. and Ziggo Netwerk II B.V. (the ‘‘Guarantors,’’ and each, a ‘‘Guarantor’’). The Guarantees will rank equally in right of payment with all existing and future indebtedness of such Guarantor that is not subordinated in right of payment to the Guarantees and will be senior in right of payment to all existing and future indebtedness of such Guarantor that is subordinated in right of payment to the Guarantees. The Notes will be secured, on a second-priority basis, by all assets that secure on a first-priority basis the obligations of the Issuer and the Guarantors under Facility E (as defined herein) and certain hedging obligations. On the Issue Date, the security interests will consist of the capital stock of the Issuer and each Guarantor (other than ABC B.V.) and certain property and assets (including network assets) of the Issuer and the Guarantors, including certain real estate, bank accounts, intellectual property rights, receivables and moveable and immovable assets. Pursuant to the terms of the Priority Agreement, the holders of the Notes and our other secured creditors will share the proceeds of an enforcement of such collateral on a pari passu basis. For a description of the terms of the Notes, please see ‘‘Description of the Notes’’ and for a description of the Priority Agreement, please see ‘‘Description of Other Indebtedness—Priority Agreement.’’ Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and for admission to trading on the Euro MTF market thereof. Investing in the Notes involves risks that are described in the ‘‘Risk Factors’’ section beginning on page 19 of this Offering Memorandum. Price: 99.80% plus accrued interest, if any, from the Issue Date 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. Unless they are registered, the Notes may be offered only in transactions that are exempt from registration under the U.S. Securities Act or the securities laws of any other jurisdiction. Accordingly, we are offering the Notes only to qualified institutional buyers under Rule 144A and to persons outside the United States in reliance on Regulation S under the U.S. Securities Act. For further details about eligible offerees and resale restrictions, please see ‘‘Notice to Investors.’’ We expect that delivery of the Notes will be made to investors in book-entry form through Euroclear System (‘‘Euroclear’’) and Clearstream Banking, soci´et´e anonyme (‘‘Clearstream’’) on or about March 28, 2013. Interests in each global note will be exchangeable for the relevant definitive notes only in certain limited circumstances. See ‘‘Book-Entry, Delivery and Form.’’ Joint Global Coordinators and Joint Physical Bookrunners Goldman Sachs International J.P. Morgan Joint Bookrunners ABN BNP Credit ING Morgan Rabobank Soci´et´e AMRO PARIBAS Suisse Stanley International G´en´erale Corporate & Investment Banking The date of this Offering Memorandum is March 21, 2013. TABLE OF CONTENTS Presentation of Financial and Other Information and Certain Definitions .................. viii Exchange Rate Information ................................................... xiv Tax Considerations ......................................................... xv Forward-Looking Statements .................................................. xv Trademarks and Trade Names ................................................. xvi Historical and Current Market and Industry Data ................................... xvii Summary ................................................................ 1 The Offering .............................................................. 8 Risk Factors .............................................................. 19 The Issuer ............................................................... 41 Use of Proceeds ........................................................... 42 Capitalization ............................................................. 43 Selected Historical Consolidated Financial Information ............................... 44 Management’s Discussion and Analysis of Financial Condition and Results of Operations ...... 49 Industry and Market Overview ................................................. 76 Business ................................................................. 82 Regulation ............................................................... 103 Management .............................................................. 110 Principal Shareholders ....................................................... 113 Certain Relationships and Related Party Transactions ................................ 114 Description of Other Indebtedness .............................................. 115 Description of the Notes ..................................................... 135 Book-Entry, Delivery and Form ................................................ 179 Certain Tax Considerations ................................................... 183 Certain ERISA Considerations ................................................. 189 Notice to Investors ......................................................... 190 Plan of Distribution ......................................................... 193 Legal Matters ............................................................. 196 Independent Auditors ....................................................... 197 Where You Can Find More Information .......................................... 198 Enforcement of Judgments ................................................... 199 Listing and General Information ............................................... 200 Glossary of Selected Terms ................................................... G-1 Index to Financial Statements ................................................. F-1 i We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this Offering Memorandum. You must not rely on unauthorized information or representations. If you purchase the Notes, you will be deemed to have made certain acknowledgments, representations and warranties as detailed under ‘‘Notice to Investors.’’ You may be required to bear the financial risks of an investment in the Notes for an indefinite period. Neither we nor the Initial Purchasers are making an offer to sell the Notes in any jurisdiction where the offer and sale of the Notes is prohibited. We are not making any representation to you that the Notes are a legal investment for you. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose. 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, GOLDMAN SACHS INTERNATIONAL (THE ‘‘STABILIZING MANAGER’’) (OR ANY PERSON(S) ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, 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 MANAGER (OR ANY PERSON(S) ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY 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 MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS