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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
Entire Document
  This Prospectus contains forward-looking statements which can be identified
by terminology such as "believes," "anticipates," "intends," "expects" and
words of similar import. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, events or developments to be materially different from any future
results, events or developments expressed or implied by such forward-looking
statements. Such factors include, among others, the following: general
economic and business conditions, both nationally and in the regions in which
the Company operates; technology changes; competition; changes in business
strategy or development plans; the high leverage of the Company; the ability
to attract and retain qualified personnel; existing governmental regulations
and changes in, or the failure to comply with, governmental regulations;
liability and other claims asserted against the Company; and other factors
referenced in this Prospectus, including, without limitation, under the
captions "Summary," "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business." GIVEN THESE
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:

      ----------------       -------------
                             (IN MILLIONS)
<S>                          <C>
Old Notes...................    $100.0
Equity Contributions(1).....      99.0
Borrowings under the Term
 Loans......................     110.0
Working Capital
 Adjustments(2)                    1.0
Total Sources of Funds          $310.0

                                     USES OF FUNDS                   AMOUNT
                                     -------------                -------------
                                                                  (IN MILLIONS)
                       <S>                                        <C>
                       Cash purchase price for the Systems(1)....    $300.0
                       Estimated transaction fees and expenses...      10.0
                       Total Uses of Funds.......................    $310.0

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(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