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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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  Simultaneously with the Offering of the Old Notes: (i) the Company received
equity contributions of $95.1 million from the Morgan Stanley Entities and
$3.9 million from the Management Investors; (ii) Renaissance Media, as
borrower, and Renaissance Louisiana, Renaissance Tennessee and Renaissance
Capital, as guarantors, entered into the Senior Credit Facility, consisting of
$110.0 million in Term Loans and the $40.0 million Revolver; and (iii)
Renaissance Media acquired the Systems from Time Warner for $300.0 million in
cash and the issuance to Time Warner of a $9.5 million equity interest in
Holdings.
 
  The Company used the net proceeds from the Offering, together with the
Equity Contributions and borrowings under the Term Loans, to consummate the
Acquisition. The Company has approximately $204.8 million of indebtedness
outstanding and unused commitments under the Revolver of $40.0 million.
Subject to compliance with the terms of the Senior Credit Facility, borrowings
under the Revolver will be available for working capital purposes, capital
expenditures and acquisitions.
 
  The Company expects to make substantial investments in capital to: (i)
upgrade its cable plant; (ii) build line extensions; (iii) purchase new
equipment; and (iv) acquire the equipment necessary to implement its digital
and Internet and data transmission strategy. In 1998, the Company estimates it
will make capital expenditures of approximately $9.8 million. The Company
believes that the borrowings expected to be available under the Revolver and
anticipated cash flow from operations will be sufficient to upgrade the
Systems as currently contemplated and to satisfy the Company's working
capital, capital expenditure and debt service requirements. However, the
actual amount and timing of the Company's capital requirements may differ
materially from the Company's estimates as a result of, among other things,
the demand for the Company's services and regulatory, technological and
competitive developments (including additional market developments and new
opportunities) in the Company's industry. The Company also expects that it
will require additional financing if the Company's development plans or
projections change or prove to be inaccurate or the Company engages in any
acquisitions. Sources of additional financing may include commercial bank
borrowings, vendor financing or the private or public sale of equity or debt
securities. There can be no assurances that such financing will be available
on terms acceptable to the Company or at all.
 
  Borrowings under the Senior Credit Facility bear interest at floating rates,
although the Company is required to maintain interest rate protection
programs. Renaissance Media's obligations under the Senior Credit Facility is
secured by substantially all the assets of Renaissance Media. See "Description
of Certain Indebtedness--Senior Credit Facility."
 
  The Company is subject to interest rate fluctuations on its Senior Credit
Facility, ($102.5 million outstanding at June 30, 1998), and accordingly has
entered into an interest rate cap agreement with a notional amount of $100.0
million. This agreement serves to cap the interest rates associated with the
Company's variable rate debt under the Senior Credit Facility. The cap
agreement protects the Company from increased interest costs if LIBOR exceeds
7.25% and expires on December 1, 1999.
 
  The Company assesses its interest rate protection options on an ongoing
basis with a goal of having in place interest rate protection plans as it
deems appropriate, based on its assessment of future interest rates balanced
against the cost of such plans and the degree of interest rate fluctuation
risk the Company believes is appropriate.
 
 
YEAR 2000 ISSUES
 
  The Company relies on computer systems, related software applications and
other control devices in operating and monitoring all major aspects of its
business, including, but not limited to, its financial systems (such as
general ledger, accounts payable and payroll modules), subscriber billing
systems, internal networks and telecommunications equipment. The Company also
relies, directly and indirectly, on the external systems of various
independent business enterprises, such as its suppliers and financial
organizations, for the accurate exchange of date and related information.
 
  The Company continues to assess the likely impact of Year 2000 issues on its
business operations, including its material information technology ("IT") and
non-IT applications. These material applications include all
 
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