Ziggo B.V. E750,000,000 3.625% Senior Secured Notes Due 2020
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.
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