iesy Repository GmbH - Irish Stock Exchange

More documents

Recommendations

Info

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF IESY The following unaudited pro forma condensed consolidated financial statements have been derived by applying pro forma adjustments to the historical consolidated financial statements of iesy Repository and Kabelnetz included elsewhere in this Prospectus. The unaudited pro forma condensed consolidated financial statements as of the three months ended March 31, 2005 and as of and for the twelve months ended December 31, 2004, give effect to the following transactions as if they occurred on March 31, 2005, for the pro forma condensed consolidated balance sheet, and as if they occurred on January 1 of the respective year for the pro forma condensed profit and loss statement: • The Refinancing, which includes (i) the issuance of the €215.0 million of the Existing Notes, (ii) the entering into of the Senior Credit Facilities, consisting of, at the time of the Refinancing, a €200.0 million term loan facility and an undrawn €30.0 million revolving credit facility, (iii) repayment of €93.8 million of iesy’s previous senior credit facilities and (iv) payment of fees and expenses of €14.0 million. The Refinancing occurred in February 2005, except for the drawdown of €200 million of a term loan facility under the Senior Credit Facilities, which occurred on May 27, 2005. See “Description of Other Indebtedness.” • The ish Acquisition and the related Financing, which include (i) the purchase of all the outstanding shares of Kabelnetz for a total consideration of €1,540.3 million, including the repayment of the existing indebtedness of Kabelnetz and its subsidiaries, (ii) the payment of €46.8 million of fees and expenses related to the ish Acquisition and the Financing, (iii) the drawdown of €360.0 million under the Subordinated Bridge Facility and (iv) the drawdown of €850.0 million under the €1,150.0 million the Senior Credit Facilities, which consist of a €225.0 million term loan A facility, a €450.0 million term loan B facility (which includes the €200 million term loan facility referred to above), a €375.0 million term loan C facility and an undrawn €100.0 million revolving credit facility (which includes the €30.0 million revolving credit facility referred to above). The consideration for the ish Acquisition was funded by a combination of existing cash and cash at banks and proceeds of the Refinancing and Financing. See “The ish Acquisition” and “Description of Other Indebtedness.” • The issuance of the equivalent of €360.1 million of the Notes and payment of aggregate related fees and expenses of €6.7 million. See “Description of the Notes.” The ish Acquisition will be accounted for under German GAAP using the book value method of accounting. Under this method, the capital consolidation is used by setting off the acquisition costs for shares in the subsidiaries at the time of acquisition against the equity related to these companies. The amount by which the current value of acquired net assets exceeds their book value will be recorded as an increase in assets and liabilities. Any remaining positive difference will be recorded as goodwill and amortized using the straight-line method over the anticipated useful life of 12.5 years. The unaudited pro forma condensed consolidated financial statements, purchase price allocation and pro forma adjustments are based upon available information, preliminary estimates and assumptions that we believe are reasonable. However, the purchase price allocation has not been finalized. Accordingly, there can be no assurance that the final allocation of purchase price will not differ from the preliminary allocation reflected in the unaudited pro forma condensed consolidated financial statements. The purchase price for the ish Acquisition may be subject to certain adjustments. For further information, see “The ish Acquisition.” The unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and have not been prepared to comply with German GAAP, U.S. GAAP, SEC requirements or any other accounting standards. In addition, the unaudited pro forma condensed consolidated financial statements do not purport to represent what our financial position or results of operations actually would have been if the transactions had occurred on the dates indicated, nor do they purport to represent our results of operations for any future period or our financial condition at any future date. The historical consolidated financial statements have been prepared on the basis of German GAAP. German GAAP differs in certain significant respects from U.S. GAAP and IFRS. See “Annex A: Summary of Certain Significant Differences Between German GAAP and U.S. GAAP” and “Annex B: Summary of Certain Significant Differences Between German GAAP and IFRS” for a discussion of certain significant differences between German GAAP and U.S. GAAP and IFRS. The information below should be read together with the financial statements and the notes to those statements included in this Prospectus, “Operating and Financial Review and Prospects of iesy,” “Operating and Financial Review and Prospects of ish” and “Capitalization.” 68
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2005 (€’000s) ish Acquisition, Refinancing and Financing iesy (1) ish (2) 69 Adjustments Subtotal Notes Offering (5) Adjustments Assets A. Expenses for the expansion of business 231 7,522 7,753 7,753 B. Fixed Assets Concessions, industrial property rights and similar rights 81,638 25,044 106,682 106,682 Goodwill 83,541 38,222 735,334 (3v) 857,097 857,097 Advanced payments 466 548 1,014 1,014 Pro Forma I. Intangible Assets Leasehold improvements and leasehold 165,645 63,814 735,334 964,793 964,793 rights to cable ducts — 514,700 (334,703) (3vi) 179,997 179,997 Technical plant and machinery 104,048 597,727 701,775 701,775 Other plant, furniture and office equipment Advanced payments and constructions in 1,712 9,254 10,966 10,966 progress 5,007 24,860 29,867 29,867 II. Tangible assets 110,767 1,146,541 (334,703) 922,605 922,605 Investments — 3 3 3 III. Financial assets — 3 3 3 276,412 1,210,358 400,631 1,887,401 1,887,401 C. Current assets I. Inventories 923 828 1,751 1,751 Trade receivables Intercompany receivables 5,894 — 13,138 11,670 (11,670) (3iii) 19,032 — 19,032 — Other assets 6,345 15,241 21,586 21,586 II. Receivables and other assets 12,239 40,049 (11,670) 40,618 40,618 III. Cash and cash at banks 180,746 108,024 (1,540,307) 200,000 (3i) (4i) (97,000) (3iii) 1,163,239 (4v) 14,702 (6,567) (5ii) 8,135 D. Prepaid expenses 391 28,558 28,949 28,949 Total assets Equity and Liabilities 470,942 1,395,339 114,893 1,981,174 1,974,607 A. Equity 179,312 174,603 (220,979) 46,376 (46,761) (3ii) (3vi) (4iv) 132,551 (6,713) (5iii) 125,839 Pension provisions 1,357 3,487 4,844 4,844 Tax provisions 3,651 — 3,651 3,651 Other provisions and accruals 29,860 57,932 (9,391) (3iv) 78,401 78,401 B. Provisions and accruals Liabilities to banks/bondholders 34,868 215,000 61,419 583,273 (9,391) 200,000 (4i) 86,896 86,896 (583,273) (3iv) 850,000 (4iii) 360,000 (4ii) 1,625,000 145 (5iv) 1,625,145 Trade payables 2,791 11,535 14,326 14,326 Capital lease liability — 381,079 (381,079) (3vi) — — Liabilities to affiliated companies 89 — 89 89 Other liabilities 7,063 113,267 (100,000) (3iv) 20,330 20,330 C. Liabilities 224,943 1,089,154 345,648 1,659,745 1,659,890 D. Deferred income 31,819 70,163 101,982 101,982 Total equity and liabilities 470,942 1,395,339 114,893 1,981,174 1,974,607 See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
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: CAPITALIZATION The following table
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 and 140:
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
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:
Page 347 and 348:
(1) General COURTESY TRANSLATION FR
Page 349 and 350:
(3) Accounting and Valuation Princi
Page 351 and 352:
Page 353 and 354:
Page 355 and 356:
Page 357 and 358:
The following auditors’ report (B
Page 359 and 360:
Page 361 and 362:
Page 363 and 364:
Page 365 and 366:
Inventories COURTESY TRANSLATION FR
Page 367 and 368:
Goodwill COURTESY TRANSLATION FROM
Page 369 and 370:
Page 371 and 372:
Depreciation and Amortization COURT
Page 373 and 374:
Page 375 and 376:
Page 377 and 378:
Page 379 and 380:
(1) General COURTESY TRANSLATION FR
Page 381 and 382:
Page 383 and 384:
Page 385 and 386:
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
show all

iesy Repository GmbH - Irish Stock Exchange

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?