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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 09/04/1998
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  The Guarantor and the Obligors were formed in 1998 by Renaissance Media
Holdings LLC ("Holdings"). Holdings is owned by Morgan Stanley Capital Partners
III, L.P. ("MSCPIII"), Morgan Stanley Capital Investors, L.P. ("MSCI"), MSCP
III 892 Investors, L.P. ("MSCP Investors" and, collectively with its
affiliates, MSCPIII, MSCI and their respective affiliates, the "Morgan Stanley
Entities"), Time Warner and six former senior managers (the "Management
Investors") of Cablevision Industries Corporation ("CVI") who have an average
of 17 years experience in the cable television industry.
  The Company intends to increase its subscriber base and operating cash flow
by pursuing cable television system acquisitions, improving and upgrading its
technical plant and expanding its service offerings.
  The Company's strategy is to increase its revenues and EBITDA by acquiring,
operating and developing cable television systems and capitalizing on the
expertise of management, as well as the Company's relationship with the
Management Investors and Time Warner. The key components of the Company's
strategy include pursuing strategic acquisitions, operating technologically
advanced systems, capitalizing on its relationships with the Management
Investors and Time Warner, focusing on operations and service and developing
ancillary businesses.
  At the time of the initial sale of the Old Notes by the Obligors and the
Guarantor to the Placement Agent: (i) Holdings received equity contributions of
$95.1 million from the Morgan Stanley Entities and $3.9 million from the
Management Investors, which were contributed to the Company as equity
(collectively, the "Equity Contributions"); (ii) Renaissance Media, as
borrower, and Renaissance Louisiana, Renaissance Tennessee and Renaissance
Capital, as guarantors, entered into a credit agreement (the "Senior Credit
Facility"), consisting of $110.0 million of term loan facilities (the "Term
Loans") and a $40.0 million revolving credit facility (the "Revolver") with
Morgan Stanley Senior Funding, Inc. ("MSSF"), as syndication agent, and
arranger, and the other lenders party thereto; 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
(representing approximately an 8.8% equity ownership interest in Holdings)
pursuant to an asset purchase agreement dated as of November 14, 1997, between
Holdings and Time Warner, as amended (the "Asset Purchase Agreement"). The
Acquisition (including the issuance to Time Warner of a $9.5 million equity
ownership interest in Holdings), the Equity Contributions, the establishment of
the Senior Credit Facility, borrowings under the Term Loans and the Offering
are hereinafter referred to as the "Transactions."
  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 believes that 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 satisfy the Company's
anticipated working capital 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.