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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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                               THE EXCHANGE OFFER
 
Old Notes...................  The Old Notes were sold by the Obligors on April
                              9, 1998 to the Placement Agent pursuant to a
                              Placement Agreement dated April 6, 1998 (the
                              "Placement Agreement"). The Placement Agent
                              subsequently placed the Old Notes with (i)
                              qualified institutional buyers pursuant to Rule
                              144A under the Securities Act, (ii) [a limited
                              number of institutional accredited investors that
                              agreed to comply with certain transfer
                              restrictions and other conditions and (iii)]
                              qualified buyers outside the United States in
                              reliance upon Regulation S under the Securities
                              Act.
 
Registration Rights           Pursuant to the Placement Agreement, the
 Agreement..................  Obligors, the Guarantor and the Placement Agent
                              entered into a Registration Rights Agreement,
                              dated as of April 6, 1998 (the "Registration
                              Rights Agreement"), which grants the holders of
                              the Old Notes certain exchange and registration
                              rights. The Exchange Offer is intended to satisfy
                              such exchange rights which terminate upon the
                              consummation of the Exchange Offer.
 
Securities Offered..........  $163,175,000 aggregate original Principal Amount
                              at Maturity of 10% Senior Discount Notes due 2008
                              (the "New Notes").
 
The Exchange Offer..........  $1,000 original Principal Amount at Maturity of
                              New Notes will be issued in exchange for each
                              $1,000 original Principal Amount at Maturity of
                              Old Notes. As of the date hereof, $163,175,000
                              aggregate original Principal Amount at Maturity
                              of Old Notes are outstanding. The Obligors will
                              issue the New Notes to holders on or promptly
                              after the Expiration Date.
 
                              Based on an interpretation by the staff of the
                              Commission set forth in no-action letters issued
                              to third parties (including Exxon Capital
                              Holdings Corp., SEC No-Action Letter (April 13,
                              1989); Morgan Stanley & Co. Inc., SEC No-Action
                              Letter (June 5, 1991); and Shearman & Sterling,
                              SEC No-Action Letter (July 2, 1993)), the
                              Obligors believe that New Notes issued pursuant
                              to the Exchange Offer in exchange for Old Notes
                              may be offered for resale, resold and otherwise
                              transferred by any holder of such New Notes
                              (other than any such holder which is an
                              "affiliate" of the Obligors within the meaning of
                              Rule 405 under the Securities Act) without
                              compliance with the registration and prospectus
                              delivery requirements of the Securities Act,
                              provided that such New Notes are acquired in the
                              ordinary course of such holder's business and
                              that such holder at the time of the Exchange
                              Offer has no arrangement or understanding with
                              any person to participate in the distribution of
                              such New Notes.
 
                              Any Participating Broker-Dealer that acquired Old
                              Notes for its own account as a result of market-
                              making activities or other trading
 
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