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The German Television Market INDUSTRY The German television market is the largest in Western Europe, with approximately 36.2 million television homes and a combined cable, satellite and terrestrial penetration rate of approximately 92.6% based on approximately 39.1 million households (as of March 2004). However, the German television market in general is less developed than most other European television markets. For example, in 2004, Germany generated approximately €1 billion of premium subscription revenues, compared with France and the UK which each generated over €2 billion, despite having smaller populations. In addition, in 2003 television’s share of total advertising spend in Germany amounted to only 24% while the European average was 31%. The German television market has two distinctive features that distinguish it from most other television markets: (i) the prevalence of the so-called transport model in the cable television market, and (ii) the separation of the cable networks into two distinct levels (called Level 3 and Level 4) that historically have been under different ownership. Under the transport model, the operators of distribution platforms, such as cable networks, merely provide the infrastructure and related services required to distribute the television signal from the content providers to end-users. We believe this has led to a disproportionate distribution of value among industry participants. Cable television, as the leading television signal distribution platform, receives only a fraction of the total market value. The separation of cable networks into two levels, on the other hand, impedes the marketing of new products and the delivery of new services. The German basic television market comprises the provision, distribution and reception of program offerings that are financed by public license fees and advertising revenues. End-users pay for the license fees that support the public broadcasters and for the reception of television signals. Content providers lease transponder capacity from satellite operators, pay for the costs of the terrestrial transmission infrastructure and pay carriage fees based on subscribers to cable network operators. The following chart illustrates these relationships: Customer Relationships for Satellite, Terrestrial and Cable Television in Germany (1) (1) Data included in this chart is based on management estimates and various industry sources. (2) “Gebühreneinzugszentrale” (GEZ) is a public authority that collects mandatory monthly fees on behalf of the public broadcasters. Such fees are levied on all homes with a radio or television receiver to finance public broadcasters. 136
Content Providers Basic Television The German basic television market is characterized by a large offering of “free-to-air” (FTA) television channels dominated by two groups of content providers: (i) the public broadcasters and (ii) the commercial broadcasters. German Viewing Market Share—2004 (14-49 Demographic) German Gross Advertising Revenue Market Share—2004 Source: P7S1 March 2005 company data. Germany’s total advertising market is the third largest in the world, but television has an unusually low share of total advertising expenditure. This is partly due to the fact that most German newspapers are local or regional with few direct competitors, and are able to charge relatively higher prices for advertising space than they would be able to if they all had to compete with each other. German AdSpend Breakdown—2004 Source: ZenithOptimedia. Public broadcasters. Public broadcasters source funding from the public license fee and advertising, but are predominantly financed through statutory monthly license fees that are levied on all homes with radio and/or television sets irrespective of the transmission provider (cable, satellite or terrestrial) being used as access technology by the individual end-user. The license fee is levied monthly through a special agency known as “Gebühreneinzugszentrale” or GEZ and amounts to €5.52 for radio reception and €17.03 for both radio and television as of April 1, 2005. The license fee is set jointly by the parliaments of the German Federal States (Bundesländer) for a period of up to five years following a recommendation by the Commission for the Assessment of the Financial Needs of the Broadcasting Companies (“Kommission zur Ermittlung des Finanzbedarfs der Rundfunkanstalten” or KEF), an independent panel of experts. Revenues from television and radio license fees represented over 80% of the public broadcasters’ revenues in 2003 and amounted to approximately €6.8 billion in 2003. Advertising airtime is restricted to just 20 minutes per working day and 12 minutes per hour, and no commercials are allowed on Sundays or national holidays and after 8.00 pm of any other day. The public broadcasters’ combined share of the gross television advertising market in 2004 (approximately €4.0 billion) was 5.2%. 137
PROSPECTUS iesy Repository GmbH €
the market price of the Notes at a
which the issue or the offer of sec
“combined entity”, and “we”
“Tele Columbus” refers to the c
Revenue generating units, or “RGU
CURRENCY PRESENTATION AND EXCHANGE
end of 2005. Our subscribers can al
populations, with approximately 2.7
In April/May 2005, iesy entered int
Our Corporate and Financing Structu
THE OFFERING The summary below desc
Optional Redemption We may redeem a
SUMMARY FINANCIAL AND OPERATING INF
iesy Other Financial Data (unaudite
iesy Operational Data (unaudited) R
ish Income Statement Data Audited y
35 Three months ended Year ended De
37 As of December 31, As of March 3
RISK FACTORS You should carefully c
acquiring content, purchasing servi
agreements—MSG”). We cannot ass
In addition, most of our cable netw
Strikes or other industrial actions
acquisitions. In addition, any addi
provision and may not be abusive. S
€1,050.0 million would have been
We depend on payments from our subs
• Claims against the Issuer and s
Senior Credit Facilities before the
court rulings did not address the p
THE ISH ACQUISITION The description
In addition to the warranties, spec
CAPITALIZATION The following table
Unaudited Pro Forma Condensed Conso
NOTES TO THE UNAUDITED PRO FORMA CO
(€m, except percentages) Pro form
Income Statement Data 75 Audited Ye
(7) Number of subscribers at the en
• iesy’s premium cable televisi
egulated pricing model. Fees are pa
Risks Relating to Our Indebtedness
ights themselves. As an exception,
Competition The cable television an
Introduction REGULATION German law
We assume that we will be deemed to
The Amendment provides that provisi
• Providers who had a dominant po
in the Munich office of Apax Partne
Marketing for Germany and Austria,
Gerard Tyler is ish’s Treasurer.
CERTAIN RELATIONSHIPS AND RELATED P
Beneficial Ownership The following
DESCRIPTION OF OTHER INDEBTEDNESS T
period (unless the interest period
Subordinated Bridge Facility In con
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owed by the Insolvent Obligor will
DESCRIPTION OF THE NOTES The Issuer
in London, the Bank of New York, Ne
Issuer have agreed that iesy Hessen
Subsidiary Guarantor outstanding wh
the amount of their secured claim.
provisions described under “—De
In addition, the Intercreditor Agre
Euro Note to and including February
circumstances referred to above exi
that it has unconditionally exercis
time outstanding not exceeding (i)
description of this covenant and no
Date of any Indebtedness that has b
(13) Investments in an aggregate am
supplement or other modification) t
(1) the assumption by the transfere
Reports Whether or not required by
of the European Union on January 1,
contemporaneously with any such act
25% in principal amount of the outs
(2) provide for the assumption by a
(6) an Officer’s Certificate stat
calculated based on the relevant cu
“Bank Indebtedness” means any a
Consolidated Net Income (excluding
(9) the impact of capitalized inter
“Exchange Act” means the U.S. S
(iii) for the avoidance of doubt, a
“Nationally Recognized Statistica
(2) Investments in another Person i
(15) Permitted Collateral Liens; (1
(5) in the case of Apollo and Golde
service level agreement as replaced
“Unrestricted Subsidiary” means
The Issuer and the Trustee and thei
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(c) for so long as the Notes are el
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The movements in consolidated equit
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iesy Repository GmbH, Hamburg UNAUD
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Shareholdings of iesy Repository Gm
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Goodwill. Under German GAAP, the di
Under U.S. GAAP, loan origination f
IFRS requires a purchase price allo
financial liability incurred result
€235,000,000 10 1 /8% Senior Note
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