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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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                              THE EXCHANGE OFFER
 
PURPOSE AND EFFECT OF THE EXCHANGE OFFER
 
  The Old Notes were originally sold by the Obligors on April 9, 1998 to the
Placement Agent pursuant to the Placement Agreement. The Placement Agent
subsequently placed the Old Notes with (i) qualified institutional buyers in
reliance on Rule 144A under the Securities Act, and (ii) qualified buyers
outside the United States in reliance upon Regulation S under the Securities
Act. As a condition of the Placement Agreement, the Obligors and the Guarantor
entered into the Registration Rights Agreement with the Placement Agent
pursuant to which the Obligors and the Guarantor have agreed, for the benefit
of the holders of the Old Notes, at the Obligors' cost, to use their best
efforts to file the Exchange Offer Registration Statement with the Commission
with respect to the Exchange Offer for the New Notes; and to have such
Exchange Offer Registration Statement remain effective until the closing of
the Exchange Offer and to have the Exchange Offer consummated not later than
60 days after such effective date. Upon the Exchange Offer Registration
Statement being declared effective, the Obligors will offer the New Notes in
exchange for surrender of the Old Notes. The Obligors and the Guarantor will
keep the Exchange Offer open for not less than 20 business days (or longer if
required by applicable law) after the date on which notice of the Exchange
Offer is mailed to the holders of the Old Notes. For each Old Note surrendered
to the Obligors pursuant to the Exchange Offer, the holder of such Old Note
will receive a New Note having an original principal amount at maturity equal
to that of the surrendered Old Note.
 
  Based on an interpretation by the staff of the Commission set forth in no
action letters issued to third parties, the Obligors believe that New Notes
issued pursuant to the Exchange Offer in exchange for Old Notes may be offered
for resale, resold and otherwise transferred by any holder of such New Notes
(other than a broker-dealer as set forth below, or any such holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery
requirements of the Securities Act, provided that such New Notes are acquired
in the ordinary course of such holder's business and that such holder has no
arrangement or understanding with any person to participate in the
distribution of such New Notes. Holders of Old Notes wishing to accept the
Exchange Offer must represent to the Obligors, as required by the Registration
Rights Agreement, that such conditions have been met and that such holder is
not an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act.
 
  Each Participating Broker-Dealer that receives New Notes for its own account
pursuant to the Exchange Offer must represent that the Old Notes tendered in
exchange therefor were acquired as a result of market-making activities and
acknowledge that it will deliver a prospectus in connection with any resale of
such New Notes. The Letter of Transmittal states that by so acknowledging and
by delivering a prospectus, a Participating Broker-Dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
This prospectus, as it may be amended or supplemented from time to time, may
be used by any broker-dealer (other than an affiliate of the Company) in
connection with resales of New Notes received in exchange for Old Notes where
such Old Notes were acquired by such broker-dealer as a result of market-
making activities or other trading activities. The Obligors and the Guarantor
have agreed that, for a period of up to 180 days after the Expiration Date (as
defined below), they will make this prospectus available to any broker-dealer
for use in connection with any such resale. See "Plan of Distribution."
 
  No holder who tenders in the Exchange Offer with the intention to
participate, or for the purpose of participating, in a distribution of the New
Notes nor any holder who is an affiliate of the Company may rely on such no-
action letters and must, in the absence of an exemption therefrom, comply with
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction. Failure to comply with such
requirements in such instance may result in liability under the Securities Act
for which the holder is not indemnified by the Company.
 
  As contemplated by the above-mentioned no-action letters and the
Registration Rights Agreement, each holder accepting the Exchange Offer is
required to represent to the Obligors and the Guarantor in the Letter of
Transmittal that (i) the New Notes are to be acquired by the holder or the
person receiving such New Notes,
 
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