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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 09/04/1998
Entire Document
                              plus accrued interest, if any. There can be no
                              assurance that the Obligors will have sufficient
                              funds available at the time of any Change of
                              Control to make any required debt repayment
                              (including repurchases of the Notes). The
                              Obligors default in the performance or breach of
                              the provisions of the Indenture related to a
                              repurchase of the New Notes upon a Change of
                              Control shall constitute an Event of Default
                              under the Indenture. See "Description of the
                              Notes--Repurchase of Notes upon a Change of
                              Control" and "--Events of Default."
Ranking.....................  The New Notes will be unsecured, unsubordinated
                              indebtedness of the Obligors, will rank pari
                              passu in right of payment with all unsecured,
                              unsubordinated indebtedness of the Obligors and
                              will be senior in right of payment to all
                              subordinated indebtedness of the Obligors. At
                              June 30, 1998, the Obligors had approximately
                              $204.8 million of indebtedness outstanding and
                              the Obligors' subsidiaries had $112.8 million of
                              liabilities (including $102.5 million of
                              indebtedness under the Senior Credit Facility).
                              See "Risk Factors--Substantial Leverage" and "--
                              Holding Company Structure; Structural
Guaranty....................  All payments with respect to the New Notes
                              (including principal and interest) will be fully
                              and unconditionally guaranteed on a senior basis
                              by the Guarantor. The New Guaranty will rank pari
                              passu with all existing and future unsecured,
                              unsubordinated indebtedness of the Guarantor and
                              will be effectively subordinated to all
                              liabilities of the Guarantor's subsidiaries,
                              including the Obligors and Renaissance Media.
Certain Covenants...........  The Indenture contains certain covenants that,
                              among other things, restrict the ability of the
                              Company and its Restricted Subsidiaries (as
                              defined herein) to incur additional indebtedness,
                              create liens, engage in sale-leaseback
                              transactions, pay dividends or make distributions
                              in respect of their capital stock, redeem capital
                              stock, make investments or certain other
                              restricted payments, sell assets, issue or sell
                              stock of Restricted Subsidiaries, enter into
                              transactions with stockholders or affiliates or
                              effect a consolidation or merger. However, these
                              limitations are subject to a number of important
                              qualifications and exceptions. See "Risk
                              Factors--Restrictions Imposed by Terms of the
                              Company's Indebtedness" and "Description of the
                                  RISK FACTORS
  Potential investors should consider carefully certain factors relating to an
investment in the Notes. See "Risk Factors."