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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

interpretative guidance

interpretative guidance from the tax authorities (except for the circular letter dated July 15, 2004), case law or other authorities and commentators’ views are inconsistent. The rules or their new interpretations may result in additional withholding tax, corporate tax at the level of the recipient, or interest on our indebtedness not being fully deductible. This could have a material adverse effect on our financial condition and results of operations. In order to comply with German thin capitalization rules, it could be necessary to provide evidence that the holders of the Notes cannot be classified as shareholders holding a material interest in us. This would require the co-operation of the holders of the Notes. There can be no assurance that such co-operation (if granted) would enable us to comply with German thin capitalization rules. We may be unable to deduct interest on the Notes for tax purposes. iesy has not entered into profit and loss pooling agreements or taken certain other steps that would enable it to establish a “fiscal unity” or profit and loss pooling agreement between the Issuer and New iesy, providing for its ability to consolidate profits and losses for tax purposes (other than trade tax purposes). In iesy’s current organizational structure (in which it generates operating income at the iesy Hessen level and has not established a profit and loss pooling agreement between the Issuer and New iesy), the Issuer will not be permitted to calculate its corporate taxes on a unified basis with its subsidiaries, and as a result we will not be entitled to deduct interest payments made by the Issuer against profits earned by iesy Hessen and New iesy. For trade tax purposes, a deduction of interest payments against profits of iesy Hessen may only be available if the Issuer’s interest liability to Noteholders is, for taxation purposes, regarded as forming part of the special balance sheet (Verbindlichkeit im Sonderbetriebsvermögen) related to iesy Hessen. Due to the fact that the taxable profits of iesy Repository are low, we may not be able to currently utilize any deductions for interest paid on the Notes for tax purposes. In addition, we may incur corporate tax and trade tax, notwithstanding the fact that we may suffer losses on a consolidated basis. Under current German tax law, the Issuer, New iesy and iesy Hessen will only be able to shelter 60% of their current income against corporate tax and trade tax by the use of tax loss carry-forwards that may exist at their level. Moreover, if we enter into tax groups (Organschaften) in connection with the post-acquisition reorganization, and, as a result, tax loss carry-forwards will be unavailable to offset taxes while such Organschaften exist (other than existing loss carryforwards of iesy KG). There is no assurance that we will be able in the future to enter into profit and loss pooling agreements or to take other steps that would enable us for purposes of corporate tax and trade tax to consolidate profits and losses of the Issuer, New iesy or other subsidiaries. The interests of our principal shareholders may be inconsistent with the interests of the holders of Notes and of each other. Currently, private equity investment funds affiliated with or advised or managed by Apollo indirectly own approximately 40% of TopCo’s equity. See “Security Ownership.” The interests of Apollo and its affiliates could conflict with your interests, particularly if we encounter financial difficulties or are unable to pay our debts when due. Apollo and its affiliates could also have an interest in pursuing acquisitions, dividends, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, although such transactions might involve risks to you as a holder of Notes. In addition, Apollo and its affiliates have interests in or may come to own businesses that directly compete with ours. See “Certain Relationships and Related Party Transactions.” In addition, pursuant to statutory law, the agreement of all or a supermajority of our shareholders or, as the case may be, advisory boards may be required to make certain decisions and take certain actions. The securityholders agreement for TopCo requires the approval of a majority of TopCo’s shareholders for certain decisions and actions. This could limit our ability to take advantage of opportunities, such as future acquisitions, dispositions or investments, that would otherwise be of advantage to us and to you. The recently completed ish Acquisition and any other acquisitions we may make in the future could substantially increase our level of indebtedness, change our capital structure or adversely affect our business if we cannot effectively integrate these new operations and expose us to unexpected costs or other liabilities. In the context of general consolidation within the German cable industry, we and our shareholders are evaluating opportunities to participate in this consolidation. We may acquire other local cable operators or participate in broader market consolidation. The recently completed ish Acquisition and any other acquisition we may undertake in the future could result in the incurrence of significant additional debt and contingent liabilities, an increase in our interest expense and amortization expenses related to goodwill and other intangible assets and in the use by us of available cash on hand to finance such 48

acquisitions. In addition, any additional indebtedness incurred to fund acquisitions or the use of available cash on hand to finance acquisitions would reduce the amount of our cash flow available to make payments on the Notes and, depending on the structure and terms of any acquisition, may be structurally or effectively senior to the Notes. The integration of ish or any other companies that we may acquire into our operations poses significant management, administrative and financial challenges and any such integrations may have a material adverse effect on our business, financial condition and results of operations. The integration of ish or any other company we may acquire into our operations poses significant management, administrative and financial challenges. These include: • integration of the acquired businesses in a cost-effective manner, including network infrastructure, management information and financial control systems, marketing, customer service and product offerings; • outstanding or unforeseen legal, regulatory, contractual, labor or other issues arising from the acquisitions; • additional capital expenditure requirements; • retention of customers; • integration of different company and management cultures; and • retention, hiring and training of key personnel. If we experience any difficulties in integrating acquired operations into our company, we may incur higher than expected costs and not realize all the benefits of the acquisitions. In addition, our management may be distracted by such acquisitions and the integration of the acquired businesses. Our management may also change as a result of acquisitions. Thus, acquisitions may have a material adverse effect on our business, financial condition and results of operations. Risks Relating to Regulatory and Legislative Matters We are subject to significant government regulation, which may increase our costs and otherwise adversely affect our business, and further changes could also adversely affect our business. Our existing and planned activities as a cable network operator in Germany are subject to significant regulation and supervision by various regulatory bodies, including state and federal and EU authorities. Such governmental regulation and supervision as well as future changes in laws, regulations or government policy (or in the interpretation or enforcement of existing laws or regulations) that affect us, our competitors or our industry, strongly influence our viability and how we operate our business. Complying with existing and future regulations may increase our operational and administrative expenses and limit our revenues. Also, any acquisition, merger or corporate restructuring may increase the level of regulation and supervision by regulatory bodies. In particular, we are subject to: • notification requirements; • price regulation for certain services that we provide, in particular with respect to subscriber and carriage fees; • rules regarding the interconnection of our network with those of other network operators and, under certain circumstances, the granting of access to our network to competitors; • requirements that a cable network operator carries certain programs; • rules relating to data protection; • rules regarding the allocation of frequencies; • rules regarding the fair, reasonable and non-discriminating treatment of broadcasters and, under certain circumstances, competitors; and • other requirements covering a variety of operational areas such as environmental protection, technical standards, (i.e. relating to the cable and the subscriber equipment), rights of way, navigation systems, digital platforms and subscriber service/billing requirements. 49

  • 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: Strikes or other industrial actions
  • 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

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    Cash Flow from Operating Activities

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    oadcasters in television and radio.

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    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

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    In addition, ish markets pay-per-vi

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    Cost of Materials and Services Cost

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    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,

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    Term Sheets with DTAG, BRN-ish agre

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    estructuring liabilities, while 200

  • Page 133 and 134:

    accrual for pending losses. The exp

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    International Financial Reporting S

  • Page 137 and 138:

    Content Providers Basic Television

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    Digital Home” and PrimaCom offers

  • Page 141 and 142:

    [GRAPHIC] [GRAPHIC] Level 4 is the

  • 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

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    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

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    The following chart illustrates ish

  • Page 181 and 182:

    Term Sheet Service Duration Co-use

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    Lease of space for broadband cable

  • Page 185 and 186:

    Other Significant Supply Agreements

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    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

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    Beneficial Ownership The following

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    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

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    Euro Note to and including February

  • Page 235 and 236:

    circumstances referred to above exi

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    that it has unconditionally exercis

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    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

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