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SEC Filings

424B1
RENAISSANCE MEDIA GROUP LLC filed this Form 424B1 on 09/10/1998
Entire Document
 
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                                                 Filed Pursuant to Rule 424(b)1
                                                     Registration No. 333-56679

 
PROSPECTUS
                                                                           LOGO
                          RENAISSANCE MEDIA GROUP LLC
                       RENAISSANCE MEDIA (LOUISIANA) LLC
                       RENAISSANCE MEDIA (TENNESSEE) LLC
                     RENAISSANCE MEDIA CAPITAL CORPORATION
 
             OFFER TO EXCHANGE 10% SENIOR DISCOUNT NOTES DUE 2008
              WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
        FOR ANY AND ALL OUTSTANDING 10% SENIOR DISCOUNT NOTES DUE 2008
 
                 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
            NEW YORK CITY TIME, ON OCTOBER 6, 1998, UNLESS EXTENDED
 
  Renaissance Media (Louisiana) LLC ("Renaissance Louisiana"), Renaissance
Media (Tennessee) LLC ("Renaissance Tennessee") and Renaissance Media Capital
Corporation ("Renaissance Capital" and, together with Renaissance Louisiana
and Renaissance Tennessee, the "Obligors") hereby offer, upon the terms and
subject to the conditions set forth in this Prospectus and the accompanying
Letter of Transmittal (which together constitute the "Exchange Offer"), to
exchange $1,000 original principal amount at maturity of 10% Senior Discount
Notes due 2008 of the Obligors (the " New Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant
to a Registration Statement (as defined herein) of which this Prospectus
constitutes a part, for each $1,000 original principal amount at maturity of
the Obligors' issued and outstanding 10% Senior Discount Notes due 2008 (the
"Old Notes," and collectively with the New Notes, the "Notes"). As of the date
of this Prospectus, $163,175,000 aggregate original principal amount at
maturity of the Old Notes are outstanding. The New Notes will be fully and
unconditionally guaranteed (the "New Guaranty") on a senior basis by
Renaissance Media Group LLC (the "Guarantor"). Each of the Obligors is a
wholly owned subsidiary of the Guarantor. The Guarantor and its subsidiaries,
including the Obligors and Renaissance Media LLC, are hereinafter referred to
as the "Company."
 
  The form and terms of the New Notes are the same in all material respects as
the form and terms of the Old Notes except that (i) the issuance of the New
Notes will have been registered under the Securities Act and, therefore, the
New Notes will not bear legends restricting the transfer thereof and (ii)
holders of the New Notes will not be entitled to certain rights of holders of
Old Notes under the Registration Rights Agreement (as defined herein). The New
Notes will evidence the same debt as the Old Notes (which they replace) and
will be issued under and be entitled to the benefits of the Indenture, dated
as of April 9, 1998 (the "Indenture"), by and among the Obligors, the
Guarantor and United States Trust Company of New York, as Trustee, governing
the Old Notes. The form and terms of the New Guaranty are the same in all
material respects as the guaranty issued in connection with the Old Notes. See
"The Exchange Offer" and "Description of the Notes."
 
  The Obligors and the Guarantor will accept for exchange any and all Old
Notes that are validly tendered on or prior to 5:00 p.m., New York City time,
on the Expiration Date. The Exchange Offer is not conditioned upon any minimum
aggregate principal amount of Old Notes being tendered for exchange. However,
the Exchange Offer is subject to certain conditions which may be waived by the
Obligors and the Guarantor and to the terms and provisions of the Registration
Rights Agreement (as defined herein). Old Notes may be tendered only in
denominations of $1,000 and integral multiples thereof. The Exchange Offer
will expire at 5:00 p.m., New York City time, on October 6, 1998, unless the
Obligors, in their sole discretion, extend the Exchange Offer (as it may be so
extended, the "Expiration Date"), in which case the term "Expiration Date"
shall mean the latest date and time to which the Exchange Offer is extended.
Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time
prior to 5:00 p.m., New York City time on the Expiration Date; otherwise such
tenders are irrevocable.
 
  SEE "RISK FACTORS" BEGINNING ON PAGE 17 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PARTICIPANTS IN THE EXCHANGE OFFER.
                                ---------------
  THESE SECURITIES HAVE NOT  BEEN APPROVED OR  DISAPPROVED BY THE  SECURITIES
    AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS  THE
      SECURITIES  AND  EXCHANGE  COMMISSION   OR  ANY  STATE   SECURITIES
        COMMISSION  PASSED  UPON  THE  ACCURACY  OR  ADEQUACY  OF  THIS
          PROSPECTUS.  ANY  REPRESENTATION  TO  THE  CONTRARY  IS   A
            CRIMINAL OFFENSE.
                                ---------------
  The Old Notes were, and the New Notes will be issued at a substantial
discount from their principal amount at maturity and there will not be any
payment of interest in respect of the Notes prior to October 15, 2003. Each
New Note will have a principal amount at maturity of $1,000 and has an
Accreted Value of $638.33 as of the date hereof. Interest on the New Notes
will be paid semi-annually in cash at a rate of 10% per annum on each April 15
and October 15, beginning on October 15, 2003. The New Notes are redeemable at
the option of the Obligors, in whole or in part, at any time on or after April
15, 2003, at the redemption prices set forth herein, plus accrued interest, if
any, to the date of redemption. In addition, at any time prior to April 15,
2001, the Obligors may redeem up to 35% of the aggregate principal amount at
maturity of the New Notes with the proceeds of one or more sales of Capital
Stock (other than Disqualified Stock) at the redemption price set forth
herein; provided, however, that after any such redemption at least $106.0
million aggregate principal amount at maturity of Notes remains outstanding.
 
  The New Notes and the New Guaranty will be unsecured, unsubordinated
indebtedness of the Obligors and the Guarantor, respectively, ranking pari
passu with all unsecured unsubordinated indebtedness of the Obligors and the
Guarantor and senior in right of payment to all subordinated indebtedness of
the Obligors and the Guarantor. At June 30, 1998, assuming all Old Notes have
been exchanged for New Notes pursuant to the Exchange Offer, the Obligors and
the Guarantor had no indebtedness outstanding ranking pari passu with the New
Notes. The New Notes and the New Guaranty will be effectively subordinated to
all liabilities of their respective subsidiaries, including all indebtedness
under the Senior Credit Facility (as defined herein) and trade payables. At
June 30, 1998, the Obligors had $204.8 million of indebtedness outstanding and
the Obligors' subsidiaries had $112.8 million of liabilities (including $102.5
million of indebtedness under the Senior Credit Facility).
                                       (Cover page continued on following page)
               The date of this Prospectus is September 8, 1998.