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SEC Filings

S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
Entire Document
 
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                                 THE NEW NOTES
 
New Notes...................
                                 
                              $163,175,000 aggregate principal amount at
                              maturity ($100,011,589.25 Accreted Value as of
                              April 9, 1998) of 10% Senior Discount Notes due
                              2008.     
 
General.....................     
                              The form and terms of the New Notes are the same
                              in all material respects as the form and terms of
                              the Old Notes (which they replace) except that
                              (i) the New Notes have been registered under the
                              Securities Act and, therefore, will not bear
                              legends restricting the transfer thereof, and
                              (ii) the holders of New Notes will not be
                              entitled to certain rights under the Registration
                              Rights Agreement, including the provisions
                              providing for an increase in the interest rate on
                              the Old Notes in certain circumstances relating
                              to the timing of the Exchange Offer, which rights
                              will terminate when the Exchange Offer is
                              consummated. See "The Exchange Offer--Purpose and
                              Effect of the Exchange Offer." The New Notes will
                              evidence the same debt as the Old Notes and will
                              be entitled to the benefits of the Indenture. See
                              "Description of the Notes."     
 
Maturity Date...............
                              April 15, 2008.
 
Yield and Interest..........     
                              The Old Notes were, and the New Notes will be,
                              issued at a substantial discount from their
                              principal amount at maturity and there will not
                              be any payment of interest on the New Notes prior
                              to October 15, 2003. For a discussion of the U.S.
                              federal income tax treatment of the New Notes
                              under the original issue discount rules, see
                              "Material United States Federal Income Tax
                              Consequences." The New Notes will fully accrete
                              to face value on April 15, 2003. From and after
                              April 15, 2003, the New Notes will bear interest,
                              payable semi-annually in cash, at a rate of 10%
                              per annum on April 15 and October 15 of each
                              year, commencing October 15, 2003.     
 
Optional Redemption.........  The New Notes are redeemable, at the option of
                              the Obligors, in whole or in part, at any time on
                              or after April 15, 2003, initially at 105.000% of
                              their principal amount at maturity, plus accrued
                              interest, declining to 100% of their principal
                              amount at maturity, plus accrued interest, on or
                              after April 15, 2006. In addition, at any time
                              prior to April 15, 2001, the Obligors may redeem
                              up to 35% of the aggregate principal amount at
                              maturity of the Notes with the proceeds of one or
                              more sales of Capital Stock (other than
                              Disqualified Stock) of the Company or an Obligor,
                              at 110.000% of their Accreted Value on the
                              redemption date; provided, however, that after
                              any such redemption at least $106.0 million
                              aggregate principal amount at maturity of Notes
                              remains outstanding. See "Description of the
                              Notes--Optional Redemption."
 
Change of Control...........
                              Upon a Change of Control (as defined herein), the
                              Obligors will be required to make an offer to
                              purchase the New Notes at a purchase price equal
                              to 101% of their Accreted Value on the date of
                              purchase, plus accrued interest, if any. There
                              can be no assurance that the
 
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