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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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  The Company expects that the Obligors will be required to refinance a
portion of the Notes at the maturity thereof. In addition, the Company expects
that Renaissance Media may refinance a portion of the indebtedness under the
Senior Credit Facility at its maturity. There can be no assurance that the
Obligors or Renaissance Media will be able to obtain such refinancing upon
acceptable terms or at all.
 
HOLDING COMPANY STRUCTURE; STRUCTURAL SUBORDINATION
 
  The Guarantor is a holding company which has no significant operations or
assets other than its equity interests in Renaissance Louisiana, Renaissance
Tennessee and Renaissance Capital. Renaissance Louisiana and Renaissance
Tennessee are holding companies which have no significant operations or assets
other than their equity interests in Renaissance Media. Renaissance Capital
has no operations or assets and was formed solely for the purpose of serving
as a co-obligor of the Notes. Accordingly, the Obligors must rely entirely
upon distributions from Renaissance Media to generate the funds necessary to
meet the Obligors' obligations, including the payment of principal and
interest on the Notes. Renaissance Media is a separate legal entity that has
no obligation to pay any amounts due pursuant to the Notes or to make any
funds available therefor, whether by dividends, loans or other payments. The
Senior Credit Facility contains significant restrictions on the ability of
Renaissance Media to distribute funds to Renaissance Louisiana and Renaissance
Tennessee. See "Description of Certain Indebtedness."
 
  The Obligors' equity interests in Renaissance Media are pledged as
collateral under the Senior Credit Facility. Therefore, if the Obligors were
unable to pay the principal or interest on the Notes when due (whether at
maturity, upon acceleration or otherwise), the ability of the holders of the
Notes to proceed against such equity interests to satisfy such amounts would
be subject to the prior satisfaction in full of all amounts owing under the
Senior Credit Facility. Any action to proceed against such equity interests by
or on behalf of the holders of the Notes would constitute an event of default
under the Senior Credit Facility, entitling the lenders thereunder to declare
all amounts owing to be immediately due and payable. In addition, as a secured
creditor, the lenders under the Senior Credit Facility would control the
disposition and sale of such equity interests after an event of default under
the Senior Credit Facility and would not be legally required to take into
account the interests of unsecured creditors of the Obligors, such as the
holders of the Notes, with respect to any such disposition or sale. There can
be no assurance that the assets of Renaissance Media, after the satisfaction
of its secured creditors, would be sufficient to satisfy any amounts owing
with respect to the Notes.
 
  The Guarantor, Renaissance Louisiana and Renaissance Tennessee are holding
companies and conduct their businesses through subsidiaries. The Notes are
effectively subordinated to all existing and future claims of creditors of the
Obligors' subsidiaries, including the lenders under the Senior Credit Facility
and such subsidiaries' trade and other creditors. At June 30, 1998 the
Obligors' subsidiaries had $112.8 million of liabilities (including $102.5
million of indebtedness under the Senior Credit Facility). The rights of the
Obligors and their creditors, including the holders of the Notes, to realize
upon the assets of any of the Obligors' subsidiaries upon any such
subsidiary's liquidation or reorganization (and the consequent rights of the
holders of the Notes to participate in the realization of those assets) will
be subject to the prior claims of such subsidiaries' respective creditors,
including, in the case of Renaissance Media, the lenders under the Senior
Credit Facility. In such event, there may not be sufficient assets remaining
to pay amounts due on any or all of the Notes then outstanding. See
"Description of the Notes--Ranking" and "Description of Certain Indebtedness."
The Indenture relating to the Notes will permit the Obligors' subsidiaries to
incur additional indebtedness under certain circumstances. See "Description of
the Notes--Covenants."
 
RESTRICTIONS IMPOSED BY TERMS OF THE COMPANY'S INDEBTEDNESS
 
  The Indenture relating to the Notes and the Senior Credit Facility impose
restrictions that, among other things, limit the ability of the Company and
its subsidiaries to incur additional indebtedness, create liens upon assets,
apply the proceeds from the disposal of assets, make investments, loans and
other payments, enter into certain transactions with affiliates and certain
mergers and acquisitions. The Senior Credit Facility also requires
 
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