Holdings is owned by the Morgan Stanley Entities, Time Warner and the
Management Investors. Renaissance Louisiana, Renaissance Tennessee and
Renaissance Capital are wholly owned subsidiaries of the Guarantor.
Renaissance Louisiana and Renaissance Tennessee own all the equity interests
in Renaissance Media. The Guarantor and Renaissance Capital have no assets and
do not, and will not, conduct any operations.
The following chart sets forth the structure of the Company and the
ownership interests of its principal owners:
[CHART DEPICTING COMPANY STRUCTURE APPEARS HERE]
(1) Excludes certain carried interests of the Management Investors in
affiliates of Time Warner and the Morgan Stanley Entities which hold the
respective equity interests in Holdings. These carried interests
represent the right to participate in additional distributions of such
Renaissance Louisiana and Renaissance Tennessee were formed by Holdings on
January 7, 1998. The Guarantor and Renaissance Capital were formed by Holdings
on March 13, 1998 and March 12, 1998, respectively. On February 13, 1998,
Renaissance Louisiana and Renaissance Tennessee acquired their respective
equity interests in Renaissance Media from the general partner of the general
partner of each of the Morgan Stanley Entities.
ASSET PURCHASE AGREEMENT
On November 14, 1997, Holdings and Time Warner entered into the Asset
Purchase Agreement. The Asset Purchase Agreement was assigned by Holdings to
Renaissance Media, and, on April 9, 1998, Renaissance Media purchased
substantially all of the assets of the Systems for approximately $300.0
million in cash, plus the issuance to Time Warner of a $9.5 million equity
ownership interest in Holdings, subject to adjustment based upon working
capital and subscriber amounts at the time of closing. Time Warner has agreed
to indemnify Renaissance Media in an amount not to exceed $26.0 million in the
aggregate for any losses arising out of any representation or warranty made by
Time Warner in connection with the Acquisition not being true and accurate.
The foregoing summary of certain provisions of the Asset Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference
to the Asset Purchase Agreement, a copy of which is available from the Company