Views
5 years ago

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

equire a set-top box for

equire a set-top box for the reception of digital programming and, additionally, a smart-card for premium cable television services. Cable network operators provide their subscribers with a basic package of analog television and radio programming. Cable network operators also distribute premium cable television programming, including the digital program packages offered by the German public broadcasters, ARD and ZDF. Premium cable television packages are also available either from Premiere or one of the large Level 3 operators, each of which charges incremental subscription fees directly to subscribers of such services (approximately €1.0 billion in 2004). Cable network operators principally generate revenues from relationships with subscribers who pay subscription fees to the cable network operators. In addition, Level 3 operators are compensated by the broadcasters, which pay carriage fees for the transmission and distribution of their analog television signals to subscribers. The structure of the German cable network is strongly influenced by historical factors, in particular the monopoly of DTAG and its predecessors over telecommunications services and the manner in which the original build-out of the cable network was implemented. The vast majority of the Level 2 and Level 3 cable television network was constructed by DTAG’s predecessor between 1980 and 1988. Another wave of construction activity followed after the reunification of Germany in 1990. The network infrastructure was initially devised as, and its majority continues to be, a coaxial cable structure with a bandwidth of 470 MHz. Within that band up to 36 channels and 17 channels are used for analog and premium cable television services, respectively. Digital compression technologies enable each digital channel to carry up to 12 program streams, while analog channels can only transmit one program stream. Technically, it is possible to convert every analog channel into a digital channel by using specific digital headend equipment for such channels. DTAG’s predecessor initially constructed the cable television network relying to a wide extent upon the infrastructure of the telephony network it had constructed and was operating. Such joint infrastructure particularly includes cable ducts, collocation facilities, towers and fiber optic systems, as well as power supply. Today, this infrastructure is owned and operated by DTAG and, as a result, the Level 3 operators iesy, ish, KDG and KBW lease such infrastructure and purchase electrical power from DTAG under long-term agreements, commonly known as Service Level Agreements (SLAs). These SLAs are an essential component of the operations of the Level 3 operators and typically account for their single largest expense item per year. See “Risk Factors—Risks Relating to Our Business—We rely on DTAG and certain of its affiliates for a significant part of our network. Any disruption or termination of our arrangements with DTAG would materially and adversely affect our business and results of operations”, “Business—Business of iesy—Supply—SLAs with DTAG” and “Business—Business of ish—Supply—SLAs with DTAG”. As a result of DTAG specifications, the cable network in Germany can be divided into five functional levels, ranging from the generation of programming to the distribution of the signal to the end-user: Level 1 encompasses the production of content, the transmission of the signal to the satellite-earth station or a terrestrial transmitter, and the up-link to the satellite. Level 2 is the part of the cable television network comprising (i) the down-link from the satellite or the terrestrial transmitter, (ii) the satellite reception equipment, (iii) the signal distribution from the satellite reception equipment to the master-headends and the headends, (iv) the master-headend and headend functions and (v) the distribution of the signals from the headends to the hubs. Level 3 is the part of the cable television network which distributes the signal primarily via co-axial cable from the headends to the home connection points. 140

[GRAPHIC] [GRAPHIC] Level 4 is the part of the cable network which distributes the signal from the Level 3 connection point to the wall socket inside the home. Level 4 infrastructure primarily consists of the in-house wiring. Level 5 is the part of the cable network that delivers the signal from the wall socket inside the home to the actual television itself and comprises the television set and ancillary equipment such as set-top boxes and satellite receivers. Level 2. Level 2 is commonly grouped with Level 3 functions such that the cable operators in Germany that are called Level 3 operators actually operate across Level 2 and Level 3. However, of the Level 3 operators only KDG and ish have the technical services platform (also called a playout center) to package premium cable television signals and to encrypt programming. KDG provides these functions via its MSG subsidiary for its own use and for the other Level 3 operators. ish performs many of these functions for itself and could, with very limited further expenditure bring these services provided by MSG in-house. PrimaCom operates another playout center, but its encryption, or conditional access system (CAS), is not compatible with Nagravision, the CAS used by the Level 3 operators and Premiere. Nagravision is also used by DPC, a playout center recently acquired by ASTRA from Premiere. However, DPC’s playout center only addresses the satellite customers of Premiere. Level 3. The largest Level 3 cable networks in Germany are iesy, ish, KBW and KDG. They operate the cable networks formerly owned by DTAG, which were regionalized in the late 1990s and sold to financial investors at the beginning of this decade. KDG is by far the largest Level 3 cable operator in Germany with over €1 billion in revenue in 2003. See “Risk Factors—Risks Relating to Our Business—KDG, as the dominant market participant in the German cable market, has the ability to set standards and precedents in this market which may adversely affect our business”. KDG, through its subsidiary, MSG, operates the only cable digital playout facility that currently has the right to distribute the Premiere premium cable television program packages. The map below depicts the leading Level 3 providers in Germany: Data included with this map is based on management estimates and industry sources. Direct competition between the four Level 3 operators listed above has not existed to date. This relates primarily to the high cost associated with building a network to compete with the incumbent Level 3 operator and difficulties associated with getting concessions from local authorities to lay down additional cable in public rights areas where cable already exists. Level 4 operators. The distinction between Level 3 and Level 4, which is a defining feature of the German cable television market, is historically due to the fact that, when the construction of the broadband cable network was launched, a political decision was made to grant electricians and small electronics companies the right to install the in-house wiring and to limit the operations of DTAG’s predecessor to public property. As a consequence, electricians, housing associations and professional Level 4 operators initially constructed the majority of the Level 4 network infrastructure. The historical 141

  • Page 1 and 2:

    PROSPECTUS iesy Repository GmbH €

  • Page 3 and 4:

    the market price of the Notes at a

  • Page 5 and 6:

    which the issue or the offer of sec

  • Page 7 and 8:

    “combined entity”, and “we”

  • Page 9 and 10:

    “Tele Columbus” refers to the c

  • Page 11 and 12:

    Revenue generating units, or “RGU

  • Page 13 and 14:

    CURRENCY PRESENTATION AND EXCHANGE

  • Page 15 and 16:

    end of 2005. Our subscribers can al

  • Page 17 and 18:

    populations, with approximately 2.7

  • Page 19 and 20:

    In April/May 2005, iesy entered int

  • Page 21 and 22:

    Our Corporate and Financing Structu

  • Page 23 and 24:

    THE OFFERING The summary below desc

  • Page 25 and 26:

    Optional Redemption We may redeem a

  • Page 27 and 28:

    SUMMARY FINANCIAL AND OPERATING INF

  • Page 29 and 30:

    iesy Other Financial Data (unaudite

  • Page 31 and 32:

    iesy Operational Data (unaudited) R

  • Page 33 and 34:

    ish Income Statement Data Audited y

  • Page 35 and 36:

    35 Three months ended Year ended De

  • Page 37 and 38:

    37 As of December 31, As of March 3

  • Page 39 and 40:

    RISK FACTORS You should carefully c

  • Page 41 and 42:

    acquiring content, purchasing servi

  • Page 43 and 44:

    agreements—MSG”). We cannot ass

  • Page 45 and 46:

    In addition, most of our cable netw

  • Page 47 and 48:

    Strikes or other industrial actions

  • Page 49 and 50:

    acquisitions. In addition, any addi

  • Page 51 and 52:

    provision and may not be abusive. S

  • Page 53 and 54:

    €1,050.0 million would have been

  • Page 55 and 56:

    We depend on payments from our subs

  • Page 57 and 58:

    • Claims against the Issuer and s

  • Page 59 and 60:

    Senior Credit Facilities before the

  • Page 61 and 62:

    court rulings did not address the p

  • Page 63 and 64:

    THE ISH ACQUISITION The description

  • Page 65 and 66:

    In addition to the warranties, spec

  • Page 67 and 68:

    CAPITALIZATION The following table

  • Page 69 and 70:

    Unaudited Pro Forma Condensed Conso

  • Page 71 and 72:

    NOTES TO THE UNAUDITED PRO FORMA CO

  • Page 73 and 74:

    (€m, except percentages) Pro form

  • Page 75 and 76:

    Income Statement Data 75 Audited Ye

  • Page 77 and 78:

    (7) Number of subscribers at the en

  • Page 79 and 80:

    • iesy’s premium cable televisi

  • Page 81 and 82:

    egulated pricing model. Fees are pa

  • Page 83 and 84:

    Risks Relating to Our Indebtedness

  • Page 85 and 86:

    Legal, Consulting and Management Fe

  • Page 87 and 88:

    Subscribers iesy classifies its cus

  • Page 89 and 90: 2003 to €8.20 per subscriber in t
  • Page 91 and 92: • the senior credit facilities we
  • Page 93 and 94: average installation fees from July
  • Page 95 and 96: Cash flow from investing activities
  • Page 97 and 98: In the three months ended March 31,
  • Page 99 and 100: eview and optimization of services
  • Page 101 and 102: Cash Flow from Operating Activities
  • Page 103 and 104: oadcasters in television and radio.
  • Page 105 and 106: educed or increased by a material a
  • Page 107 and 108: Income Statement Data Audited year
  • Page 109 and 110: 109 As of December 31, As of March
  • Page 111 and 112: • ish’s premium cable televisio
  • Page 113 and 114: In addition, ish markets pay-per-vi
  • Page 115 and 116: Cost of Materials and Services Cost
  • Page 117 and 118: For accounting purposes, ish treats
  • Page 119 and 120: Subscribers ish classifies its cust
  • 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
  • Page 131 and 132: estructuring liabilities, while 200
  • Page 133 and 134: accrual for pending losses. The exp
  • Page 135 and 136: International Financial Reporting S
  • Page 137 and 138: Content Providers Basic Television
  • Page 139: Digital Home” and PrimaCom offers
  • Page 143 and 144: shared access basis. In this case,
  • Page 145 and 146: The following table shows several k
  • Page 147 and 148: In the domestic market, the German
  • Page 149 and 150: BUSINESS Unless otherwise indicated
  • Page 151 and 152: Germany, with approximately 30.2 mi
  • Page 153 and 154: Prudently deploying capital. Our de
  • Page 155 and 156: iesy’s Current Basic Cable Televi
  • Page 157 and 158: amounted to €8.0 million or 5.9%
  • Page 159 and 160: within iesy’s upgraded areas and
  • Page 161 and 162: Supply The following chart shows th
  • Page 163 and 164: Term Sheet Service Duration Offer o
  • Page 165 and 166: y the new fiber system. See “Oper
  • Page 167 and 168: part of settling arbitration procee
  • Page 169 and 170: Business of ish Products and Servic
  • 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
  • Page 181 and 182: Term Sheet Service Duration Co-use
  • Page 183 and 184: Lease of space for broadband cable
  • Page 185 and 186: Other Significant Supply Agreements
  • Page 187 and 188: ights themselves. As an exception,
  • Page 189 and 190: Competition The cable television an
  • Page 191 and 192:

    Introduction REGULATION German law

  • Page 193 and 194:

    We assume that we will be deemed to

  • Page 195 and 196:

    The Amendment provides that provisi

  • Page 197 and 198:

    • Providers who had a dominant po

  • Page 199 and 200:

    in the Munich office of Apax Partne

  • Page 201 and 202:

    Marketing for Germany and Austria,

  • Page 203 and 204:

    Gerard Tyler is ish’s Treasurer.

  • Page 205 and 206:

    CERTAIN RELATIONSHIPS AND RELATED P

  • Page 207 and 208:

    Beneficial Ownership The following

  • Page 209 and 210:

    DESCRIPTION OF OTHER INDEBTEDNESS T

  • Page 211 and 212:

    period (unless the interest period

  • Page 213 and 214:

    Subordinated Bridge Facility In con

  • Page 215 and 216:

    • the ability of the Obligors (ot

  • Page 217 and 218:

    owed by the Insolvent Obligor will

  • Page 219 and 220:

    DESCRIPTION OF THE NOTES The Issuer

  • Page 221 and 222:

    in London, the Bank of New York, Ne

  • Page 223 and 224:

    Issuer have agreed that iesy Hessen

  • Page 225 and 226:

    Subsidiary Guarantor outstanding wh

  • Page 227 and 228:

    the amount of their secured claim.

  • Page 229 and 230:

    provisions described under “—De

  • Page 231 and 232:

    In addition, the Intercreditor Agre

  • Page 233 and 234:

    Euro Note to and including February

  • Page 235 and 236:

    circumstances referred to above exi

  • Page 237 and 238:

    that it has unconditionally exercis

  • Page 239 and 240:

    time outstanding not exceeding (i)

  • Page 241 and 242:

    description of this covenant and no

  • Page 243 and 244:

    Date of any Indebtedness that has b

  • Page 245 and 246:

    (13) Investments in an aggregate am

  • Page 247 and 248:

    supplement or other modification) t

  • Page 249 and 250:

    (1) the assumption by the transfere

  • Page 251 and 252:

    Reports Whether or not required by

  • Page 253 and 254:

    of the European Union on January 1,

  • Page 255 and 256:

    contemporaneously with any such act

  • Page 257 and 258:

    25% in principal amount of the outs

  • Page 259 and 260:

    (2) provide for the assumption by a

  • Page 261 and 262:

    (6) an Officer’s Certificate stat

  • Page 263 and 264:

    calculated based on the relevant cu

  • Page 265 and 266:

    “Bank Indebtedness” means any a

  • Page 267 and 268:

    Consolidated Net Income (excluding

  • Page 269 and 270:

    (9) the impact of capitalized inter

  • Page 271 and 272:

    “Exchange Act” means the U.S. S

  • Page 273 and 274:

    (iii) for the avoidance of doubt, a

  • Page 275 and 276:

    “Nationally Recognized Statistica

  • Page 277 and 278:

    (2) Investments in another Person i

  • Page 279 and 280:

    (15) Permitted Collateral Liens; (1

  • Page 281 and 282:

    (5) in the case of Apollo and Golde

  • Page 283 and 284:

    service level agreement as replaced

  • Page 285 and 286:

    “Unrestricted Subsidiary” means

  • Page 287 and 288:

    The Issuer and the Trustee and thei

  • Page 289 and 290:

    Secondary Market Trading The Book-E

  • Page 291 and 292:

    to trade tax. The taxable gain from

  • Page 293 and 294:

    date). A U.S. Holder’s adjusted t

  • Page 295 and 296:

    (c) for so long as the Notes are el

  • Page 297 and 298:

    PLAN OF DISTRIBUTION We, the Subsid

  • Page 299 and 300:

    LEGAL MATTERS Certain legal matters

  • Page 301 and 302:

    WHERE YOU CAN FIND OTHER INFORMATIO

  • Page 303 and 304:

    Listing LISTING AND GENERAL INFORMA

  • Page 305 and 306:

    INDEX TO FINANCIAL STATEMENTS iesy

  • Page 307 and 308:

    Assets iesy Hessen GmbH & Co. KG, W

  • Page 309 and 310:

    I. Application of Legal Provisions

  • Page 311 and 312:

    III. Explanation of Balance Sheet a

  • Page 313 and 314:

    Last year’s extraordinary expense

  • Page 315 and 316:

    INDEPENDENT AUDITORS’ REPORT We h

  • Page 317 and 318:

    iesy Repository GmbH, Hamburg AMEND

  • Page 319 and 320:

    and remaining useful life for the i

  • Page 321 and 322:

    The movements in consolidated equit

  • Page 323 and 324:

    iesy Repository GmbH, Hamburg AMEND

  • Page 325 and 326:

    Assets iesy Repository GmbH, Hambur

  • Page 327 and 328:

    I. Basis of Presentation The consol

  • Page 329 and 330:

    V. Explanations to Material Items o

  • Page 331 and 332:

    Network infrastructure, rental, lea

  • Page 333 and 334:

    iesy Repository GmbH, Hamburg UNAUD

  • Page 335 and 336:

    1. Basis of Presentation iesy Repos

  • Page 337 and 338:

    5. Explanations to Material Items o

  • Page 339 and 340:

    Shareholdings of iesy Repository Gm

  • Page 341 and 342:

    iesy Hessen GmbH & Co. KG, Weiterst

  • Page 343 and 344:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 345 and 346:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 347 and 348:

    (1) General COURTESY TRANSLATION FR

  • Page 349 and 350:

    (3) Accounting and Valuation Princi

  • Page 351 and 352:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 353 and 354:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 355 and 356:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 357 and 358:

    The following auditors’ report (B

  • Page 359 and 360:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 361 and 362:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 363 and 364:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 365 and 366:

    Inventories COURTESY TRANSLATION FR

  • Page 367 and 368:

    Goodwill COURTESY TRANSLATION FROM

  • Page 369 and 370:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 371 and 372:

    Depreciation and Amortization COURT

  • Page 373 and 374:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 375 and 376:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 377 and 378:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 379 and 380:

    (1) General COURTESY TRANSLATION FR

  • Page 381 and 382:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 383 and 384:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 385 and 386:

    COURTESY TRANSLATION FROM THE GERMA

  • Page 387 and 388:

    Cost of materials COURTESY TRANSLAT

  • Page 389 and 390:

    [THIS PAGE INTENTIONALLY LEFT BLANK

  • Page 391 and 392:

    Goodwill. Under German GAAP, the di

  • Page 393 and 394:

    Under U.S. GAAP, loan origination f

  • Page 395 and 396:

    IFRS requires a purchase price allo

  • Page 397 and 398:

    financial liability incurred result

  • Page 399 and 400:

    €235,000,000 10 1 /8% Senior Note

and Chief Financial Officer - Bombay Stock Exchange
directors - Colombo Stock Exchange
1 - Irish Health Repository
100.0 - Irish Health Repository
Untitled - Irish Health Repository
Untitled - Irish Health Repository
Untitled - Irish Health Repository
Rheumatology Services.qxd - Irish Health Repository
Otolaryngology Services.qxd - Irish Health Repository
Cyprus Stock Exchange
Untitled - Irish Health Repository
in Shared Services - Irish Health Repository
KYCR Coil Industries Ltd. - Dhaka Stock Exchange
Runge presentation - Australian Stock Exchange
NEHB COVER - Irish Health Repository
A Step Ahead - Irish Health Repository
Traveller Ethnicity - Irish Health Repository
Quality and Fairness report - Irish Health Repository
Health Needs of Travellers - Irish Health Repository
MHB Sex Health Book using S - Irish Health Repository
sofia - Bulgarian Stock Exchange
MHB News Sept 2004 - Irish Health Repository
(1) Public Analyst Lab - Irish Health Repository
PC Pharma Limited - Colombo Stock Exchange
Nurse-led care - Irish Health Repository