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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
TRANSACTIONS WITH THE MORGAN STANLEY ENTITIES AND RELATED PARTIES
 
  In connection with the consummation of the Transactions, Renaissance Media
entered into the Senior Credit Facility with MSSF, an affiliate of the Morgan
Stanley Entities, as syndication agent and arranger. The Senior Credit
Facility establishes an eight-year revolving credit facility in the initial
aggregate principal amount of $40.0 million, an eight-year term loan in the
initial aggregate principal amount of $60.0 million and an eight and one-half-
year term loan in the initial aggregate principal amount of $50.0 million. See
"Description of Certain Indebtedness." In connection with its services, MSSF
will receive customary fees and be reimbursed for expenses.
 
TRANSACTIONS WITH TIME WARNER AND RELATED PARTIES
 
  The Systems were owned by CVI from December 31, 1988 through January 4,
1996, in the case of the Louisiana Systems, and from September 12, 1986
through January 4, 1996, in the case of the Tennessee System. On January 4,
1996, the Systems were acquired by Time Warner as a result of the acquisition
of CVI by Time Warner. The Company purchased the Systems from Time Warner on
April 9, 1998 in accordance with the terms and provisions of the Asset
Purchase Agreement and Time Warner received approximately $300.0 million in
cash and a $9.5 million equity ownership interest in Holdings, subject to
adjustment.
 
  In connection with the Acquisition, the Company entered into an agreement
with Time Warner, pursuant to which Time Warner manages the Company's
programming. See "Business--Programming and Subscription Rates." The Company
believes it will benefit from its relationship with Time Warner from access to
certain of Time Warner's programming arrangements. The Company believes that
the rates at which Time Warner will make any such programming available to the
Company will be at least as favorable as the rates the Company could obtain
from unaffiliated third parties.
 
  The Asset Purchase Agreement provides that Time Warner will provide certain
interim operational services to the Company. In addition, the Company will
assume Time Warner's obligations under the Social Contract with respect to the
Systems. See "Regulation and Legislation--The Social Contract."
 
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