Item 5. Other Events.
On February 23, 1999, Renaissance Media Holdings LLC ("Holdings"),
Renaissance Media Group LLC ("Group"), Charter Communications, Inc. ("Charter")
and Charter Communications, LLC ("Buyer") entered into a Purchase Agreement (the
"Purchase Agreement"), pursuant to which Holdings will sell, and Buyer will
purchase from Holdings, all of the outstanding limited liability company
interests in Group. The transaction is subject to certain conditions, including
obtaining consents from certain local franchising authorities and the Federal
Communications Commission (the "FCC") in connection with transfer of certain
cable television franchises and FCC licenses, respectively. There can be no
assurance that any of such conditions to the consummation of the transaction
contemplated by the Purchase Agreement will be satisfied in a timely manner or
at all. A copy of the Purchase Agreement is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
The consummation of the transaction contemplated by the Purchase Agreement
shall constitute a "Change of Control" for purposes of the Indenture dated as of
April 9, 1998 by and among Group, Renaissance Media (Louisiana) LLC, Renaissance
Media (Tennessee) LLC, Renaissance Media Capital Corporation (collectively, the
"Issuers") and United States Trust Company of New York, as Trustee, and the 10%
Senior Discount Notes due 2008 issued thereunder, as a result of which the
Issuers must commence an "Offer to Purchase" within thirty (30) days of the
consummation of the transaction contemplated by the Purchase Agreement pursuant
to Section 4.12 of the Indenture.
The description of the Purchase Agreement set forth herein does not purport
to be complete and is qualified in its entirety by the provisions of the
On February 26, 1999, Group issued a press release announcing its results
for the quarter ended December 31, 1998. A copy of the press release is attached
hereto as Exhibit 99.2 and incorporated by reference herein. A copy of the
Audited Consolidated Financial Statements of Group for the year ended December
31, 1998 is attached hereto as Exhibit 99.3 and incorporated by reference
Item 7. Financial Statements and Exhibits.
The following exhibits are filed herewith:
99.1 Purchase Agreement dated as of February 23, 1999 by and among Charter
Communications, Inc., Charter Communications, LLC, Renaissance Media Holdings
LLC and Renaissance Media Group LLC.
99.2 Press release of Renaissance Media Group LLC dated February 26, 1999.