RENAISSANCE MEDIA HOLDINGS LLC AND RENAISSANCE MEDIA LLC
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
4. ASSET PURCHASE AGREEMENT
On November 14, 1997, Holdings entered into an Asset Purchase Agreement (the
"Asset Purchase Agreement") with TWI Cable whereby Holdings agreed to purchase
from TWI Cable the assets of certain cable television systems in Louisiana,
Tennessee and Mississippi (the "Acquisition"). This transaction closed on
April 9, 1998. The purchase price for the assets acquired was $309.5 million,
$300 million of which was paid in cash and $9.5 million of which was paid by
the issuance of an equity interest in Holdings to TWI Cable at the closing. In
accordance with the Asset Purchase Agreement, Holdings made a deposit payment
of $15 million on December 5, 1997 which was held by an escrow agent until the
closing date. (See Note 10.)
5. CAPITALIZATION AND DEBT FINANCING
In accordance with a commitment letter dated November 14, 1997, Morgan
Stanley Senior Funding, Inc. has committed to provide up to $200 million of
acquisition debt financing to Media ("Acquisition Debt"), including $25
million available to Media, if necessary, to fund capital expansion and
upgrade programs as well as for general working capital requirements. (See
6. INTEREST-RATE CAP AGREEMENT
On December 5, 1997, Media purchased an interest-rate cap agreement from
Morgan Stanley Capital Services Inc. At December 31, 1997, the interest-rate
cap agreement effectively fixed or set a maximum interest rate of 7.25% on
bank debt borrowings up to $100 million. The interest-rate cap agreement
expires on December 5, 1999. The cost of this agreement has been recorded as
deferred financing costs and is being amortized to interest expense ratably
over the life of the agreement.
7. DUE TO MANAGEMENT INVESTORS
Subsequent to the formation of the Company and the execution of the Asset
Purchase Agreement, the Management Investors advanced $1 million to Holdings.
At the closing of the Asset Purchase Agreement, (see Note 10), this advance
will be contributed by the Management Investors to Holdings as equity.
Media entered into a lease agreement on January 5, 1998 for corporate office
headquarters. The lease agreement expires on January 4, 1999. Annual rental
expense for 1998 under the agreement will be $90,000.
9. INCOME TAXES
Holdings, Group and Media are limited liability companies and are not
subject to Federal or New York State Income Tax. Any income earned by these
entities will be taxed to their respective members. Louisiana and Tennessee
have elected to be treated as Corporations for Income Tax purposes and as of
December 31, 1997 and March 31, 1998 have not recorded any tax benefit of
their losses pending completion of the Acquisition.
10. SUBSEQUENT EVENTS (UNAUDITED)
On April 9, 1998, the Acquisition described on Note 4 was completed. At that
time Holdings assigned its rights and obligations under the Asset Purchase
Agreement to Media.
The capitalization of Holdings was modified with respect to the financing
aspects of the transaction such that the Acquisition Debt described in Note 5
was reduced to $150 million of which $110 million was drawn and $40 million is
available under a revolving credit facility. In addition, Renaissance Media
Group LLC, Renaissance Media (Louisiana) LLC, Renaissance (Tennessee) LLC and
Renaissance Media Capital Corporation issued $100 million senior discount
notes due 2008. Additional equity contributions of $93.5 million, were made by
M. S. Capital Partners III, L.P., MSCP III 892 Investors, L.P., M.S. Capital
Investors, L.P., TWI Cable Inc. and the Management Investors on April 9, 1998
to the Company.