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PROSPECTUS iesy Repository GmbH €
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the market price of the Notes at a
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which the issue or the offer of sec
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“combined entity”, and “we”
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“Tele Columbus” refers to the c
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Revenue generating units, or “RGU
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CURRENCY PRESENTATION AND EXCHANGE
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end of 2005. Our subscribers can al
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populations, with approximately 2.7
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In April/May 2005, iesy entered int
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Our Corporate and Financing Structu
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THE OFFERING The summary below desc
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Optional Redemption We may redeem a
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SUMMARY FINANCIAL AND OPERATING INF
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iesy Other Financial Data (unaudite
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iesy Operational Data (unaudited) R
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ish Income Statement Data Audited y
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35 Three months ended Year ended De
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37 As of December 31, As of March 3
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RISK FACTORS You should carefully c
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acquiring content, purchasing servi
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agreements—MSG”). We cannot ass
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In addition, most of our cable netw
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Strikes or other industrial actions
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acquisitions. In addition, any addi
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provision and may not be abusive. S
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€1,050.0 million would have been
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We depend on payments from our subs
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• Claims against the Issuer and s
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Senior Credit Facilities before the
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court rulings did not address the p
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THE ISH ACQUISITION The description
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In addition to the warranties, spec
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CAPITALIZATION The following table
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Unaudited Pro Forma Condensed Conso
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NOTES TO THE UNAUDITED PRO FORMA CO
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(€m, except percentages) Pro form
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Income Statement Data 75 Audited Ye
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(7) Number of subscribers at the en
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• iesy’s premium cable televisi
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egulated pricing model. Fees are pa
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- Page 87 and 88: Subscribers iesy classifies its cus
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- Page 93 and 94: average installation fees from July
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- Page 97 and 98: In the three months ended March 31,
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- Page 117 and 118: For accounting purposes, ish treats
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- Page 121 and 122: Competition ish faces significant c
- Page 123 and 124: This decrease was primarily due to
- Page 125 and 126: Net Loss Net loss was €17.9 milli
- Page 127 and 128: Pension Obligations As of March 31,
- Page 129 and 130: Term Sheets with DTAG, BRN-ish agre
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- Page 133: accrual for pending losses. The exp
- Page 137 and 138: Content Providers Basic Television
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- Page 147 and 148: In the domestic market, the German
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- Page 155 and 156: iesy’s Current Basic Cable Televi
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- Page 159 and 160: within iesy’s upgraded areas and
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- Page 165 and 166: y the new fiber system. See “Oper
- Page 167 and 168: part of settling arbitration procee
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- Page 171 and 172: ish’s Current Basic Cable Televis
- Page 173 and 174: In addition to the monthly subscrip
- Page 175 and 176: Customers who subscribe to Premiere
- Page 177 and 178: Sales ish’s sales team is divided
- Page 179 and 180: The following chart illustrates ish
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Other Significant Supply Agreements
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ights themselves. As an exception,
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Competition The cable television an
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Introduction REGULATION German law
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We assume that we will be deemed to
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The Amendment provides that provisi
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• Providers who had a dominant po
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in the Munich office of Apax Partne
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Marketing for Germany and Austria,
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Gerard Tyler is ish’s Treasurer.
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CERTAIN RELATIONSHIPS AND RELATED P
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Beneficial Ownership The following
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DESCRIPTION OF OTHER INDEBTEDNESS T
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period (unless the interest period
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Subordinated Bridge Facility In con
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• the ability of the Obligors (ot
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owed by the Insolvent Obligor will
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DESCRIPTION OF THE NOTES The Issuer
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in London, the Bank of New York, Ne
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Issuer have agreed that iesy Hessen
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Subsidiary Guarantor outstanding wh
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the amount of their secured claim.
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provisions described under “—De
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In addition, the Intercreditor Agre
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Euro Note to and including February
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circumstances referred to above exi
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that it has unconditionally exercis
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time outstanding not exceeding (i)
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description of this covenant and no
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Date of any Indebtedness that has b
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(13) Investments in an aggregate am
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supplement or other modification) t
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(1) the assumption by the transfere
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Reports Whether or not required by
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of the European Union on January 1,
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contemporaneously with any such act
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25% in principal amount of the outs
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(2) provide for the assumption by a
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(6) an Officer’s Certificate stat
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calculated based on the relevant cu
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“Bank Indebtedness” means any a
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Consolidated Net Income (excluding
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(9) the impact of capitalized inter
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“Exchange Act” means the U.S. S
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(iii) for the avoidance of doubt, a
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“Nationally Recognized Statistica
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(2) Investments in another Person i
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(15) Permitted Collateral Liens; (1
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(5) in the case of Apollo and Golde
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service level agreement as replaced
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“Unrestricted Subsidiary” means
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The Issuer and the Trustee and thei
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Secondary Market Trading The Book-E
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to trade tax. The taxable gain from
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date). A U.S. Holder’s adjusted t
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(c) for so long as the Notes are el
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PLAN OF DISTRIBUTION We, the Subsid
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LEGAL MATTERS Certain legal matters
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WHERE YOU CAN FIND OTHER INFORMATIO
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Listing LISTING AND GENERAL INFORMA
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INDEX TO FINANCIAL STATEMENTS iesy
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Assets iesy Hessen GmbH & Co. KG, W
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I. Application of Legal Provisions
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III. Explanation of Balance Sheet a
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Last year’s extraordinary expense
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INDEPENDENT AUDITORS’ REPORT We h
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iesy Repository GmbH, Hamburg AMEND
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and remaining useful life for the i
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The movements in consolidated equit
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iesy Repository GmbH, Hamburg AMEND
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Assets iesy Repository GmbH, Hambur
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I. Basis of Presentation The consol
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V. Explanations to Material Items o
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Network infrastructure, rental, lea
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iesy Repository GmbH, Hamburg UNAUD
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1. Basis of Presentation iesy Repos
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5. Explanations to Material Items o
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Shareholdings of iesy Repository Gm
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iesy Hessen GmbH & Co. KG, Weiterst
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COURTESY TRANSLATION FROM THE GERMA
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COURTESY TRANSLATION FROM THE GERMA
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(1) General COURTESY TRANSLATION FR
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(3) Accounting and Valuation Princi
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COURTESY TRANSLATION FROM THE GERMA
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COURTESY TRANSLATION FROM THE GERMA
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COURTESY TRANSLATION FROM THE GERMA
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The following auditors’ report (B
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COURTESY TRANSLATION FROM THE GERMA
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COURTESY TRANSLATION FROM THE GERMA
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COURTESY TRANSLATION FROM THE GERMA
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Inventories COURTESY TRANSLATION FR
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Goodwill COURTESY TRANSLATION FROM
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COURTESY TRANSLATION FROM THE GERMA
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Depreciation and Amortization COURT
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COURTESY TRANSLATION FROM THE GERMA
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COURTESY TRANSLATION FROM THE GERMA
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COURTESY TRANSLATION FROM THE GERMA
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(1) General COURTESY TRANSLATION FR
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COURTESY TRANSLATION FROM THE GERMA
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COURTESY TRANSLATION FROM THE GERMA
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COURTESY TRANSLATION FROM THE GERMA
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Cost of materials COURTESY TRANSLAT
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[THIS PAGE INTENTIONALLY LEFT BLANK
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Goodwill. Under German GAAP, the di
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Under U.S. GAAP, loan origination f
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IFRS requires a purchase price allo
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financial liability incurred result
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€235,000,000 10 1 /8% Senior Note