Views
5 years ago

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

segment by an average of

segment by an average of 31.1% and decreased installation fees for all subscribers. iesy experienced increased churn following each of these price increases. See “—Factors Affecting Our Results of Operations—Subscribers.” Due to the 2004 price increase, we have experienced some additional churn in early 2005 as subscribers with annual contracts renew such contracts for the first time since our 2004 price increase. See “Risk Factors—Risks Relating to Our Business—Customer churn, or the threat of customer churn, may adversely affect our business.” Historically, as part of iesy’s pricing arrangements with customers, iesy offers several discounts to the standard rate card. For example: • For all customers, iesy offers a standard 5% discount to those who prepay the monthly subscription fees on an annual basis. • For iesy’s residential customers, it offers a discount if they subscribed prior to 1991. The pre-1991 discount of approximately 8% reflects the subsidy paid by these customers related to the original installation of the Level 4 cable network. • For certain housing associations, iesy has offered additional discounts if they agreed to enter into multi-year agreements with iesy. • For certain professional Level 4 operators, iesy has, historically, offered additional discounts. These discounts combined with the network element-based costing in iesy’s standard rate card create incentives for these operators to lower their rates by clustering subscribers behind individual connection points. We are seeking to adjust several discounts and other pricing related anomalies. For example, we expect the discount for residential subscribers who subscribed before 1991 will be eliminated over time as these subscribers sign new contracts with iesy or receive new products, eventually leading to a single tariff scheme for all single dwelling unit subscribers. In addition, iesy seeks to address the significantly lower ARPU generated by the professional Level 4 customers as compared to iesy’s other subscriber segments. In particular, iesy has allowed its contracts with BN and EWT to expire, resulting in some of their subscribers being disconnected from iesy’s network, while the remaining BN and EWT subscribers became subject to iesy’s standard rate card. Because the ARPU for a large professional Level 4 operator such as BN and EWT tends to be comparatively low, the revenue impact of such subscriber losses is not as significant as it would be for other customers and may be significantly offset by the reduced discount on the remaining subscribers. Accordingly, the average revenue per subscriber generated by the remaining BN and EWT subscribers is higher because they are now subject to iesy’s standard rate card. See “—Factors affecting our results of operations—Subscribers” and “—Factors Affecting Our Results of Operations— ARPU.” For more information on our pricing and customer segments, see “Business—Business of iesy—Products and Services.” iesy’s pricing is currently subject to regulatory review by RegTP. As a result of the new regulatory regime implementing the recently introduced EU’s “New Framework,” we could become subject to more regulation in the future. See “Risk Factors—Risks Relating to Regulatory and Legislative Matters—We do not have complete control over the prices that we charge to broadcasters and customers, including Level 4 operators, and this may adversely affect our future cash flows and profitability” and “Regulation.” We believe that iesy will maintain its market share in basic cable by continuing to focus its sales and marketing activities on specific market segments, to implement customer retention programs to reduce customer churn, and to put in place more stringent detection measures to ensure that only paying subscribers have access to iesy’s network. iesy also believes the introduction of new premium cable television and high speed Internet products and services will complement its basic cable offering and help retain subscribers. See “Risk Factors—Risks Relating to Our Business—We operate in competitive industries, and competitive pressures could have a material adverse effect on our business” and “—If we fail to introduce new or enhanced products or services successfully, our revenues and margins could be lower than expected.” Carriage Fees iesy receives carriage fees from national, regional and local broadcasters for the distribution of their programs over its network. Carriage fees amounted to €1.9 million (5.7%) of total revenues for the three months ended March 31, 2005, and €8.0 million (5.9%) of the total revenues for the year ended December 31, 2004. Carriage fees are paid by broadcasters in order to reach the maximum number of viewers. At the same time, iesy depends on the provision of programs by these broadcasters in order to attract subscribers to its network. In general, carriage fees are charged based on analog reach. For a significant part of iesy’s analog programming, iesy does not have direct contracts with broadcasters but relies on nationwide carriage agreements concluded between broadcasters and DTAG, its predecessors or subsidiaries, as the case may be. For these contracts, carriage fees are billed by MSG and are based upon a 80

egulated pricing model. Fees are payable based upon the aggregate number of analog subscribers reached by ish, KBW, KDG and iesy. MSG then allocates such carriage fees to iesy and the other Level 3 operators in proportion to their analog subscribers. DTAG has recently terminated some of the nationwide feed-in contracts with broadcasters to which DTAG is still a contracting party to the end of 2005 and has announced it will terminate others by the end of 2006. In case of such termination, iesy will need to renegotiate its own feed-in contracts with these broadcasters and will no longer depend on MSG for the administration of these contracts. iesy also receives carriage fees directly from the public broadcasters ARD and ZDF, for transmission of their analog and digital programming pursuant to a transition agreement, which provides for an aggregate flat fee payable to all Level 3 operators. iesy’s share of this fee is allocated based on the number of subscribers and paid by the public broadcasters to iesy on a quarterly basis. See “Risk Factors—Risks Relating to Our Business—We do not have guaranteed access to programs and are dependent on agreements with third parties for our content and carriage fees, which may adversely affect our business” and “Business—Business of iesy—Products and Services—Basic cable television—iesy’s basic cable carriage fees.” Premium Cable Television Sales iesy’s premium cable business generates sales primarily through subscription fees. iesy’s premium cable business also generates revenues through carriage fees paid primarily by Premiere to us via MSG. See “—Other revenues.” iesy’s premium cable television products consist of a variety of foreign language and English language program packages compiled, marketed and sold by iesy, which were introduced in October 2003 and October 2004, respectively. iesy had approximately 9,600 foreign language program subscribers as of December 31, 2004, of which approximately half subscribed to Turkish language programs. iesy offers its premium cable television programs for an additional monthly fee on top of the existing subscription fee. Subscription fees for iesy’s premium cable television products generated €0.2 million, or 0.6%, of its revenues for the three months ended March 31, 2005, and €0.6 million, or 0.4% of its revenues for the year ended December 31, 2004. In general, iesy has avoided long-term content agreements with minimum subscriber number guarantees. However, it will not always be possible to avoid entering into program agreements without guaranteeing certain minimum revenues or subscriber levels. We plan to introduce additional premium cable television services. Following the ish Acquisition, we plan to introduce the ish premium cable television offerings in Hesse. We expect iesy’s operating expenditures to increase as part of introducing premium cable television services. Wherever possible, iesy’s operating expenditures will be made on an incremental basis linked to incremental revenues to cover these expenditures. See “Risk Factors— Risks Relating to Our Business—We do not have guaranteed access to programs and are dependent on agreements with third parties for our content and carriage fees, which may adversely affect our business.” In addition, we do not and do not in the future intend to specify set-top boxes, relying instead on cooperation between manufacturers and retailers to set specifications for such boxes to the market. iesy may, however, in the future acquire and then resell set-top boxes that are available in the market. High Speed Internet Sales iesy’s high speed Internet business generates sales primarily through subscription fees. iesy currently has three high speed Internet products: “iesy internet 256,” a lower speed product intended for Internet users trading up from dial-up access; “iesy internet 2000,” its higher-end product designed to compete with other high speed Internet providers; and “iesy Multimedia-Anschluss,” a product for housing associations. As of March 31, 2005, iesy served approximately 2,300 high speed Internet subscribers, and as of December 31, 2004, approximately 600 such subscribers. iesy’s high speed Internet business generated €0.1 million, or (0.3%) of its revenues for the three months ended March 31, 2005, and €0.1 million (0.1%) of its revenues for the year ended December 31, 2004. Going forward, iesy expects to derive additional subscription fees from increased subscriptions for iesy’s high speed Internet products. iesy intends to selectively upgrade its network, including in conjunction with new housing association contracts, to a 630-Mhz bi-directional capability. In November 2004, iesy entered into a contract with GeWoBau Marburg under which iesy has upgraded the existing Level 4 in-house wiring for approximately 2,600 connected homes to offer its iesy Multimedia-Anschluss product. In order to fulfill these obligations, iesy also has upgraded the Level 3 network in the city of Marburg. In addition to the monthly fees iesy will receive under this contract for each connected home, iesy has the right to sell its premium cable television and high speed Internet products to all residents of the GeWoBau Marburg housing association. In March 2005, iesy entered into a contract with Viterra, a large housing association in Hesse, under which iesy will upgrade Viterra’s Level 4 network. iesy upgraded its network for approximately an additional 67,000 homes in Frankfurt and Marburg during the three months ended March 31, 2005 and as of March 31, 2005, iesy’s upgraded network passed a 81

  • 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: • iesy’s premium cable televisi
  • 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:

    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
SEDOL Masterfile User guide - London Stock Exchange
Notes to the Financial Statements Contd.... - Colombo Stock Exchange
Rheumatology Services.qxd - Irish Health Repository
Untitled - Irish Health Repository
100.0 - Irish Health Repository
Untitled - Irish Health Repository
1 - Irish Health Repository
KYCR Coil Industries Ltd. - Dhaka Stock Exchange
Untitled - Irish Health Repository
Quality and Fairness report - Irish Health Repository
Health Needs of Travellers - Irish Health Repository
Traveller Ethnicity - Irish Health Repository
NEHB COVER - Irish Health Repository
A Step Ahead - Irish Health Repository
MHB Sex Health Book using S - Irish Health Repository
in Shared Services - Irish Health Repository
Runge presentation - Australian Stock Exchange
Women and Cardiovascular Health - Irish Health Repository
PC Pharma Limited - Colombo Stock Exchange
(1) Public Analyst Lab - Irish Health Repository
The Stock Book 2002.pdf - Marine Institute Open Access Repository
National Health Information Strategy - Irish Health Repository
to renewables than meets the eye - Channel Islands Stock Exchange
Nurse-led care - Irish Health Repository
UNITED STATES SECURITIES AND EXCHANGE ... - Volcom
8. doctors' portion of indicative drug savings - Irish Health Repository
American International Group, Inc. - Irish Stock Exchange