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iesy Repository GmbH - Irish Stock Exchange

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• changes in German tax laws;<br />

• the possibility that we may not be able to deduct interest from the Notes for tax purposes;<br />

• conflicts of interest with our shareholders;<br />

• the recently completed ish Acquisition and any other acquisitions and business combinations we may enter into<br />

that would increase our level of indebtedness, change our capital structure and expose us to additional liabilities;<br />

• the integration of ish or any other companies we may acquire into our operations;<br />

• our ability to comply with regulations affecting our business and our ability to respond to changes in the regulatory<br />

environment;<br />

• our substantial leverage and ability to generate sufficient cash to service our debt;<br />

• risks associated with our structure, the Notes, the related Subsidiary Guarantees and Security and our other<br />

indebtedness; and<br />

• general economic and market conditions.<br />

We urge you to read the sections of this Prospectus entitled “Risk Factors,” “Operating and Financial Review and<br />

Prospects of <strong>iesy</strong>,” “ Operating and Financial Review and Prospects of ish,” “Industry” and “Business” for a more complete<br />

discussion of the factors that could affect our future performance and the industry in which we operate. In light of these risks,<br />

uncertainties and assumptions, the forward-looking events described in this Prospectus may not occur.<br />

We undertake no obligation, and do not expect, to publicly update or publicly revise any forward-looking statement,<br />

whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking<br />

statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary<br />

statements referred to above and contained elsewhere in this Prospectus.<br />

In this Prospectus:<br />

DEFINITIONS<br />

“2003 ish Acquisition” refers to the acquisition of ish by a consortium of banks in a public auction process in 2003;<br />

“AMTV” refers to Amplitude Modulated Television, or the transmission of television signals based on point-to-point<br />

microwave links;<br />

“Apollo” refers to Apollo Management V, L.P. and its affiliates;<br />

“ARD” refers to the public broadcaster cooperative Arbeitsgemeinschaft der öffentlich-rechtlichen Rundfunkanstalten<br />

der Bundesrepublik Deutschland;<br />

“ARPU” refers to the average revenues per unit on a monthly basis;<br />

“BetaResearch” refers to BetaResearch Gesellschaft zur Entwicklung und vermarktung digitaler Infrastrukturen mbH;<br />

“BN” refers to the cable network business of the group of companies of BN Breitbandnetze <strong>GmbH</strong> (formerly Bosch<br />

Breitbandnetze <strong>GmbH</strong>), which was recently acquired by EWT;<br />

“BRN-agreement” refers to the BRN-<strong>iesy</strong> agreement and the BRN-ish agreement (as defined in this Prospectus);<br />

“Callahan BidCo” refers to Callahan Kabel NRW <strong>GmbH</strong> & Co. KG;<br />

“Callahan HoldCo” refers to Callahan Nordrhein-Westfalen <strong>GmbH</strong>;<br />

“C-Line” refers to cable wires capable of carrying television signals, as well as voice and data transmissions, extending<br />

from the network nodes to the cable service area;<br />

6

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