TVN Finance Corporation II AB 4405,000,000 3 10 ⁄4% Senior Notes Due 2017 Guaranteed by TVN S.A
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TVN Finance Corporation II AB 4405,000,000 3 10 ⁄4% Senior Notes due 2017 Guaranteed by TVN S.A. and certain of its subsidiaries Interest payable May 15 and November 15 Issue Price: 98.696% plus accrued interest, if any, from November 19, 2009 The notes will mature on November 15, 2017. Interest will accrue from November 19, 2009, and the first interest payment date will be May 15, 2010. Prior to November 15, 2013, TVN Finance Corporation II AB, the issuer, may redeem all or a portion of the notes at a price equal to 100% of the principal amount plus a ‘make-whole‘ premium. The issuer may redeem some or all of the notes at any time on or after November 15, 2013. The issuer may also redeem up to 35% of the notes using the proceeds of certain equity offerings completed before November 15, 2012. The redemption prices are described on page 135. In addition, the issuer may redeem all, but not part, of the notes at a price equal to 100% of the principal amount plus accrued and unpaid interest upon the occurrence of certain changes in applicable tax law. If the issuer’s direct parent company, TVN S.A., sells certain of its assets or experiences specific kinds of changes in control, the issuer must offer to purchase the notes. The issuer is a special purpose limited liability company organized under the laws of Sweden and a finance subsidiary of TVN S.A. The issuer does not have any operations of any kind and will not have any revenue. As a result, prospective purchasers of the notes should not expect the issuer to participate in servicing the interest and principal obligations on the notes. The notes will be unsecured, rank equally with all of the issuer’s existing and future unsecured senior debt and the issuer will not be permitted to incur subordinated debt. The notes will be guaranteed on a senior basis by the issuer’s parent company, TVN S.A., and by certain of TVN S.A.’s existing and future subsidiaries. The guarantees will be unsecured, rank equally with all of the applicable guarantor’s existing and future unsecured senior debt and senior to all of the applicable guarantor’s existing and future unsecured senior subordinated and subordinated debt. The notes will be structurally subordinated to all existing and future liabilities (including trade payables) of TVN S.A.’s subsidiaries that do not issue guarantees of the notes. See “Risk factors” beginning on page 15 for a discussion of certain risks that you should consider in connection with an investment in the notes. The notes have not been and will not be registered under the Securities Act of 1933, as amended, or the securities laws of any other place. The issuer is offering the notes only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The issuer does not intend to register the notes for an exchange offer under the Securities Act. 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. Delivery of the notes was made to investors in book-entry form through a common depository of Euroclear and Clearstream on or about November 19, 2009. Joint book-running managers J.P. Morgan Nomura Book-running manager Calyon Co-managers Nordea Rabobank International UniCredit Group (HVB) December 18, 2009 In making your investment decision, you should rely only on the information contained in this listing memorandum. We and the initial purchasers have not authorized anyone to provide you with any other information. If you receive any other information, you should not rely on it. We and the initial purchasers are offering to sell the notes only in places where offers and sales are permitted. You should not assume that the information contained in this listing memorandum is accurate as of any date other than the date on the front cover of this listing memorandum. Table of contents Page Page Summary........................ 1 The acquisition of ‘n’ . 125 Risk factors . 15 Material agreements . 127 Use of proceeds . 30 Description of other indebtedness . 130 Consolidated capitalization of the TVN Description of the notes . 131 Group . 31 Book-entry settlement and clearance . 180 Unaudited pro forma consolidated Tax considerations . 185 financial information . 32 Transfer restrictions . 192 Selected historical financial data . 40 Plan of distribution . 194 Management’s discussion and analysis Legal matters . 197 of financial condition and results of Independent auditors . 197 operations . 46 Enforceability of judgments . 197 Business . 90 Listing and general information . 199 Management . 111 Index to Financial Statements . F-1 Major shareholders and related party transactions . 120 TVN Finance Corporation II AB is a limited liability company under the laws of Sweden. Its principal executive offices are located at Stureplan 4 c 4 tr, 114 35 Stockholm, Sweden and its telephone number at that address is +46 8 463 1044. TVN S.A. is a joint-stock company under the laws of the Republic of Poland. Its principal executive offices are located at ul. Wiertnicza 166, 02-952 Warszawa and its telephone number at that address is +48 22 856 6060. This listing memorandum is a document that we are providing only to prospective purchasers of the notes. You should read this listing memorandum before making a decision whether to purchase any notes. You must not: • use this listing memorandum for any other purpose; • make copies of any part of this listing memorandum or give a copy of it to any other person; or • disclose any information in this listing memorandum to any other person. We have prepared this listing memorandum and we are solely responsible for its contents. You are responsible for making your own examination of us and your own assessment of the merits and risks of investing in the notes. You may contact us if you need any additional information. By purchasing any notes, you will be deemed to have acknowledged that: • you have reviewed this listing memorandum; • you have had an opportunity to request any additional information that you need from us; and • the initial purchasers are not responsible for, and are not making any representation to you concerning, our future performance or the accuracy or completeness of this listing memorandum. We are not providing you with any legal, business, tax or other advice in this listing memorandum. You should consult with your own advisors as needed to assist you in making your investment decision and to advise you whether you are legally permitted to purchase the notes. i 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 memorandum. You must also obtain any consents or approvals that you need in order to purchase any notes. We and the initial purchasers are not responsible for your compliance with these legal requirements. We are offering the notes in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). These exemptions apply to offers and sales of securities that do not involve a public offering. The notes have not been recommended by any federal, state or foreign securities authorities, nor have any such authorities determined that this listing memorandum is accurate or complete. Any representation to the contrary is a criminal offense. The notes are subject to restrictions on resale and transfer as described under “Transfer restrictions”. By purchasing any notes, you will be deemed to have made certain acknowledgments, representations and agreements as described in that section of this listing memorandum. You may be required to bear the financial risks of investing in the notes for an indefinite period of time. Delivery of the notes was made against payment therefor on November 19, 2009, which was the fifth business day following the date of pricing of the notes (such settlement cycle being herein referred to as “T+5”). Under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle T+5, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes on the date of pricing or the next succeeding business day should consult their advisors. NOTICE TO INVESTORS 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 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.