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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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                              THE EXCHANGE OFFER
 
PURPOSE AND EFFECT OF THE EXCHANGE OFFER
 
  The Old Notes were originally sold by the Obligors on April 9, 1998 to the
Placement Agent pursuant to the Placement Agreement. The Placement Agent
subsequently placed the Old Notes with (i) qualified institutional buyers in
reliance on 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. As a
condition of the Placement Agreement, the Obligors entered into the
Registration Rights Agreement with the Placement Agent pursuant to which the
Obligors have agreed, for the benefit of the holders of the Old Notes, at the
Obligors' cost, to use their best efforts to file the Exchange Offer
Registration Statement with the Commission with respect to the Exchange Offer
for the New Notes; and to have such Exchange Offer Registration Statement
remain effective until the closing of the Exchange Offer and to have the
Exchange Offer consummated not later than 60 days after such effective date.
Upon the Exchange Offer Registration Statement being declared effective, the
Obligors will offer the New Notes in exchange for surrender of the Old Notes.
The Obligors will keep the Exchange Offer open for not less than 20 business
days (or longer if required by applicable law) after the date on which notice
of the Exchange Offer is mailed to the holders of the Old Notes. For each Old
Note surrendered to the Obligors pursuant to the Exchange Offer, the holder of
such Old Note will receive a New Note having an original Principal Amount at
Maturity equal to that of the surrendered Old Note.
 
  Under existing interpretations of the staff of the Commission contained in
several no-action letters 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 New Notes will in general be freely tradeable after the
Exchange Offer without further registration under the Securities Act. However,
any purchaser of Old Notes who is an "affiliate" of the Obligors or who
intends to participate in the Exchange Offer for the purpose of distributing
the New Notes (other than a broker-dealer) (i) will not be able to rely on the
interpretation of the staff of the Commission, (ii) will not be able to tender
its Old Notes in the Exchange Offer and (iii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any sale or transfer of the Old Notes, unless such sale or
transfer is made pursuant to an exemption from such requirements.
 
  As contemplated by the above-mentioned no-action letters and the
Registration Rights Agreement, each holder accepting the Exchange Offer is
required to represent to the Obligors in the Letter of Transmittal that (i)
the New Notes are to be acquired by the holder or the person receiving such
New Notes, whether or not such person is the holder, in the ordinary course of
business, (ii) the holder or any such other person (other than a broker-dealer
referred to in the next sentence) is not engaging and does not intend to
engage, in a distribution of the New Notes, (iii) the holder or any such other
person has no arrangement or understanding with any person to participate in
the distribution of the New Notes, (iv) neither the holder nor any such other
person is an "affiliate" of the Obligors within the meaning of Rule 405 under
the Securities Act, and (v) the holder or any such other person acknowledges
that if such holder or any other person participates in the Exchange Offer for
the purpose of distributing the New Notes it must comply with the registration
and prospectus delivery requirements of the Securities Act in connection with
any resale of the New Notes and cannot rely on those no-action letters. As
indicated above, each Participating Broker-Dealer that receives a New Note for
its own account in exchange for Old Notes must acknowledge that it (i)
acquired the Old Notes for its own account as a result of market-making
activities or other trading activities, (ii) has not entered into any
arrangement or understanding with the Obligors or any "affiliate" of the
Obligors (within the meaning of Rule 405 under the Securities Act) to
distribute the New Notes to be received in the Exchange Offer and (iii) will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes. For a description of the
procedures for resales by Participant Broker-Dealers, see "Plan of
Distribution."
 
  In the event that changes in the law or the applicable interpretations of
the staff of the Commission do not permit the Obligors to effect such an
Exchange Offer, or if for any other reason the Exchange Offer is
 
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