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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
  The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and financial statements and
notes thereto included elsewhere in this Prospectus. Unless the context
otherwise requires: (i) all references to the "Company" refer collectively to
Renaissance Media Group LLC and its subsidiaries, including the Obligors and
Renaissance Media LLC ("Renaissance Media"); (ii) all references to "Time
Warner" refer collectively to TWI Cable, Inc. and its cable-related affiliates;
and (iii) all information relating to the Company contained in this Prospectus,
other than historical financial information, gives effect to the Acquisition
described below. See "--The Acquisition and the Financing." References to
EBITDA refer to income (loss) before interest, income taxes and depreciation,
amortization and loss (gain) on disposal of fixed assets.
                                  THE COMPANY
  The Company was formed to acquire, operate and develop medium-sized cable
television systems. The Company acquired (the "Acquisition") six cable
television systems (the "Systems") from Time Warner on April 9, 1998, the date
of the initial sale of the Old Notes by the Obligors to the Placement Agent.
The Systems are clustered in southern Louisiana and western Mississippi (the
"Louisiana Systems") and western Tennessee (the "Tennessee System") and, as of
March 31, 1998, passed 179,402 homes and served 127,191 subscribers. The
Company is the 4th largest cable television system operator in Louisiana and
the 5th largest cable television system operator in Tennessee based upon the
Systems' numbers of subscribers at March 31, 1998.
  The Guarantor and the Obligors were formed in 1998 by Renaissance Media
Holdings LLC ("Holdings"). Holdings is owned by Morgan Stanley Capital Partners
III, L.P. ("MSCPIII"), Morgan Stanley Capital Investors, L.P. ("MSCI"), MSCP
III 892 Investors, L.P. ("MSCP Investors" and, collectively with its
affiliates, MSCPIII, MSCI and their respective affiliates, the "Morgan Stanley
Entities"), Time Warner and six former senior managers (the "Management
Investors") of Cablevision Industries Corporation ("CVI") who have an average
of 17 years experience in the cable television industry. At CVI, the Management
Investors were largely responsible for the management of 55 cable television
systems serving 600 communities in 18 states, including operating the Louisiana
Systems for seven years and the Tennessee System for nine years. In addition,
the Company's regional management has significant experience in the critical
functions of operations, management, sales, marketing, back office, finance and
regulatory affairs.
  The Company intends to increase its subscriber base and operating cash flow
by pursuing cable television system acquisitions, improving and upgrading its
technical plant and expanding its service offerings. The Company will pursue
selective acquisitions in markets which are contiguous to the Systems and in
non-contiguous mid-sized markets serving more than 30,000 subscribers where
local or regional clusters can be formed. The Company believes that by
clustering systems it will be able to realize economies of scale, such as
reduced payroll, reduced billing and technical costs per subscriber, reduced
advertising sales costs, increased local advertising sales, more efficient
roll-out and utilization of new technologies and consolidation of its customer
service functions. The Company plans to improve and upgrade its technical
plant, which should allow it to provide a wide array of new services and
service tiers, as well as integrate new interactive features into advanced
analog and digital set-top consumer equipment. The Company also plans to
develop and provide new cable and broadband services and develop ancillary
businesses including digital video and high speed Internet access services.
  The Louisiana Systems. The Louisiana Systems consist of five cable television
systems serving 94,760 basic subscribers as of March 31, 1998, located in
southern Louisiana and western Mississippi: the St. Tammany system, the St.
Landry system, the Lafourche system, the Picayune system and the Pointe Coupee