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S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
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<PAGE>
 
                          RENAISSANCE MEDIA GROUP LLC
 
     NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET--(CONTINUED)
                                MARCH 31, 1998
                                (IN THOUSANDS)
     
  (3) To allocate the purchase price to the assets acquired as follows:     
 

<TABLE>   
       <S>                            <C>            <C>         <C>
       Estimated cash consideration
        (including $15,000 of escrow
        deposit and $243 of interest
        thereon)....................     $300,000
       Estimated non-cash
        consideration...............        9,500
                                         --------
       Total estimated
        consideration...............     $309,500
                                         ========
<CAPTION>
                                                   ASSETS ACQUIRED
                                      -----------------------------------------
                                        HISTORICAL                 PRO FORMA
                                      NET BOOK VALUE  PRO FORMA  NET BOOK VALUE
                                      MARCH 31, 1998 ADJUSTMENTS MARCH 31, 1998
                                      -------------- ----------- --------------
       <S>                            <C>            <C>         <C>
       Property, plant and
        equipment...................     $ 35,994      $29,222      $ 65,216
       Cable television franchises..      196,153       39,523       235,676
       Goodwill and other
        intangibles.................       50,052      (41,444)        8,608
                                                                    --------
       Estimated purchase price.....                                $309,500
                                                                    ========
</TABLE>
    
 
    The estimated purchase price does not include the working capital
    adjustment described in Note (1) or the expenses of the Transactions
    estimated at $10,012 described in Note (5).
     
  (4) Represents the debt issuance costs associated with the issuance of the
      Notes, the Senior Credit Facility and the other fees and expenses
      related to the Transactions.     
     
  (5) Represents the balance of Equity Contributions ($83,000), and the
      conversion of the advances from the Management Investors to equity
      ($1,000).     
     
  (6) Represents borrowings under the Term Loans.     
     
  (7) Represents the issuance of $100,012 initial accreted value of the
      Notes.     
 
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