"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business." GIVEN THESE UNCERTAINTIES, PROSPECTIVE INVESTORS
ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS.
The Company disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future results, events or developments.
USE OF PROCEEDS
This Exchange Offer is intended to satisfy certain of the Obligors'
obligations under the Placement Agreement and the Registration Rights
Agreement. The Obligors will not receive any cash proceeds from the issuance
of the New Notes offered hereby. In consideration for issuing the New Notes
contemplated in this Prospectus, the Obligors will receive Old Notes in like
original Principal Amount at Maturity, the form and terms of which are the
same as the form and terms of the New Notes (which replace the Old Notes),
except as otherwise described herein.
The net proceeds to the Obligors from the Offering of the Old Notes were
approximately $95.3 million, after deducting the estimated underwriting
discounts and commissions and other Offering expenses payable by the Obligors.
The Obligors used the net proceeds from the Offering of the Old Notes,
together with the Equity Contributions and borrowings under the Term Loans, to
consummate the Acquisition and to pay certain fees and expenses in connection
with the Transactions. The cash purchase price for the Systems was
approximately $300.0 million. Time Warner received a $9.5 million equity
ownership interest in Holdings in connection with the consummation of the
Transactions. See "The Company."
The sources and uses of funds for the Transactions were as follows:
SOURCES OF FUNDS AMOUNT
Old Notes................... $100.0
Equity Contributions(1)..... 99.0
Borrowings under the Term
Total Sources of Funds $310.0
USES OF FUNDS AMOUNT
Cash purchase price for the Systems(1).... $300.0
Estimated transaction fees and expenses... 10.0
Total Uses of Funds....................... $310.0
(1) Does not include the portion of the purchase price that was paid to Time
Warner as a $9.5 million equity ownership interest in Holdings.
(2) Working Capital Adjustments consists of certain net liabilities of the
Systems assumed by the Company at the time the Acquisition was
The Offering of the Old Notes was conditioned on the consummation of the
Acquisition, which was dependent, among other things, upon the consummation of
the Senior Credit Facility. See "Description of Certain Indebtedness."