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SEC Filings

S-4/A
RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 09/04/1998
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business) similar or related to the nature or type of the property and assets
of, or the business of, the Company and its Restricted Subsidiaries existing
on the date of such investment and (ii) apply (no later than the end of the
12-month period referred to in clause (i)) such excess Net Cash Proceeds (to
the extent not applied pursuant to clause (i)) as provided in the following
paragraph of this "Limitation on Asset Sales" covenant. Without in any way
limiting the Company's discretion under the preceding sentence, pending the
final application of any such Net Cash Proceeds, the Company or such
Restricted Subsidiary may temporarily reduce Indebtedness under a revolving
credit facility, if any, or otherwise invest such Net Cash Proceeds. The
amount of such excess Net Cash Proceeds required to be applied (or to be
committed to be applied) during such 12-month period as set forth in clause
(i) of the preceding sentence and not applied as so required by the end of
such period shall constitute "Excess Proceeds."
 
  If, as of the first day of any calendar month, the aggregate amount of
Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to
this "Limitation on Asset Sales" covenant totals at least $10 million, the
Obligors must commence, not later than the fifteenth Business Day of such
month, and consummate an Offer to Purchase from the Holders (and if required
by the terms of any Indebtedness that is pari passu with the Notes or the
Guaranty ("Pari Passu Indebtedness"), from the holders of such Pari Passu
Indebtedness) on a pro rata basis an aggregate Accreted Value of Notes (and
Pari Passu Indebtedness) equal to the Excess Proceeds on such date, at a
purchase price equal to 100% of the Accreted Value of the Notes on the
relevant Payment Date (and principal amount of Pari Passu Indebtedness), plus,
in each case, accrued interest (if any) to the Payment Date.
 
REPURCHASE OF NOTES UPON A CHANGE OF CONTROL
 
  The Obligors must commence, within 30 days of the occurrence of a Change of
Control, and consummate an Offer to Purchase for all Notes then outstanding,
at a purchase price equal to 101% of the Accreted Value thereof on the
relevant Payment Date, plus accrued interest (if any) to the Payment Date.
 
  There can be no assurance that the Obligors will have sufficient funds
available at the time of any Change of Control to make any debt payment
(including repurchases of Notes) required by the foregoing covenant (as well
as may be contained in other securities of the Company and the Obligors which
might be outstanding at the time). The above covenant requiring the Obligors
to repurchase the Notes will, unless consents are obtained, require the
Obligors to repay all indebtedness then outstanding which by its terms would
prohibit such Note repurchase, either prior to or concurrently with such Note
repurchase.
 
  The Obligors will not be required to make an Offer to Purchase pursuant to
this covenant if a third party makes an Offer to Purchase in compliance with
this covenant and repurchases all Notes validly tendered and not withdrawn
under such Offer to Purchase.
 
COMMISSION REPORTS AND REPORTS TO HOLDERS
 
  At all times from and after the earlier of (i) the date of the commencement
of an Exchange Offer or the effectiveness of the Shelf Registration Statement
(the "Registration") and (ii) the date that is six months after the Closing
Date, in either case, whether or not the Company and the Obligors are then
required to file reports with the Commission, the Company and the Obligors
shall file with the Commission all such reports and other information as they
would be required to file with the Commission by Sections 13(a) or 15(d) under
the Securities Exchange Act of 1934 if they were subject thereto. The Company
and the Obligors shall supply the Trustee and each Holder or shall supply to
the Trustee for forwarding to each such Holder, without cost to such Holder,
copies of such reports and other information. In addition, at all times prior
to the earlier of the date of the Registration and the date that is six months
after the Closing Date, the Company and the Obligors shall, at their cost,
deliver to each Holder of the Notes quarterly and annual reports substantially
equivalent to those which would be required by the Exchange Act. In addition,
at all times prior to the Registration, upon the request of any Holder or any
prospective purchaser of the Notes designated by a Holder, the Company and the
Obligors shall supply to such Holder or such prospective purchaser the
information required under Rule 144A under the Securities Act.
 
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