Views
5 years ago

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

“Issuer” refers to

“Issuer” refers to iesy Repository GmbH; “Kabelnetz” refers to KABELNETZ NRW HoldCo GmbH; “Kabelnetz GP” refers to KABELNETZ NRW Verwaltungs GmbH; “Kabelnetz KG” refers to KABELNETZ NRW GmbH & Co. KG; “Kabelnetz Ltd.” refers to KABELNETZ NRW Limited, the former parent company of ish; “KBW” and “Kabel BW” refer to the cable network business of the group of companies controlled by Kabel BW Holdings GmbH; “KDG” refers to the cable network business of the group of companies controlled by Kabel Deutschland GmbH; “KSG” refers to Kabel-Service Gesellschaft des Handwerks mbH; “Mediapool” refers to Mediapool Content Services GmbH; “MSG” refers to Kabel Deutschland Breitband Services GmbH (formerly MSG MediaServices GmbH), a subsidiary of KDG; “Nagra” refers to Nagravision S.A.; “New iesy” refers to New iesy GmbH; “NOC” refers to the Network Operations Center; “ntl” refers to ntl, Inc., ntl Group, ntl Ltd. or any of their affiliates, as appropriate; “iesy Predecessor” refers to the former iesy operating partnership, iesy Hessen GmbH & Co. KG, that was merged into iesy Hessen (at the time named “iesy Hessen Finanz GmbH & Co. KG”) with effect as of December 31, 2003; iesy Hessen Finanz GmbH & Co. KG was renamed iesy Hessen GmbH & Co. KG; “Premiere” refers to Premiere Fernsehen GmbH & Co. KG; “previous senior credit facilities” refers to the senior credit facilities that were paid down in February 2005 using proceeds of the Refinancing; “PrimaCom” refers to the cable network business of the group of companies controlled by PrimaCom AG; “Refinancing” refers to the offering by iesy Repository of the Existing Notes and the entering into of the €230.0 million senior credit facilities, consisting of a €200.0 million term loan facility and a €30.0 million revolving credit facility; “RegTP” refers to the German Regulatory Authority for Telecommunications and Post (Regulierungsbehörde für Telekommunikation und Post); “SA Shares” refers to shares in TopCo GP; “Senior Credit Facilities” refers to senior credit facilities entered into in connection with the Financing and described in “Description of Other Indebtedness”; “Share Purchase Agreement” refers to the agreement on the ish Acquisition dated March 11, 2005 and described in “The ish Acquisition”; “Silverpoint” refers to SPCP Group, LLC, a private investment fund that invests in loans, bonds and equity; “SLAs” refers to various long term agreements with DTAG under which DTAG provides network operations to us; “STB” refers to set-top box, hardware required by the end customer to view digital premium cable television and DVB- T programming; “Subordinated Bridge Facility” refers to the subordinated bridge facility entered into in connection with the ish Acquisition and described in “Description of Other Indebtedness”; 8

“Tele Columbus” refers to the cable network business of the group of companies controlled by Tele Columbus AG & Co. KG; “Term Sheets” refers to the term sheets that are part of the SLAs; “TopCo” refers to Westchester S.C.A., the société en commandite par actions organized under the laws of Luxembourg which is the ultimate holding company of the combined iesy/ish group and which is managed by a general partner, TopCo GP; “TopCo GP” refers to Oakbrook S.A., the société anonyme organized under the laws of Luxembourg, which serves as the general partner of TopCo; “TopCo Securities” refers to the TopCo Shares and CPECs; “TopCo Shares” refers to the common shares of TopCo; “UMTS” refers to Universal Mobile Telecommunications System, a 3G mobile technology that delivers broadband information at speeds up to 2Mb/s; “U.S. GAAP” refers to generally accepted accounting principles in the United States; “United States” and the “U.S.” refer to the United States of America; “Viterra” refers to Viterra Rhein Main, a large housing association in Hesse; “VoIP” refers to voice over IP, or the transmission of voice calls via Internet Protocol; and “ZDF” refers to the public broadcaster Zweites Deutsches Fernsehen. MARKET AND INDUSTRY DATA We operate in an industry in which it is difficult to obtain precise industry and market information. We have generally obtained the market and competitive position data in this Prospectus from industry publications and from surveys or studies conducted by third-party sources, including: • Annual Report of RegTP: Jahresbericht 2004—Marktdaten der Regulierungsbehörde für Telekommunikation und Post; • Astra Reichweiten 2004 (“SES Astra”), March 2004; • Astra press release as of February 24, 2005; • Euromedia Broadband (“Euromedia”) Cable 2005 Volume II Western European Country Projections; • Gebühreneinzugszentrale der öffentlich—rechtlichen Rundfunkanstalten in der Bundesrepublik Deutschland, Geschäftsbericht 2003; • Gebühreneinzugszentrale der öffentlich—rechtlichen Rundfunkanstalten in der Bundesrepublik Deutschland, press release as of 24 March 2005; • Hessisches Statistisches Landesamt; • Landesamt für Datenverarbeitung und Statistik Nordrhein-Westfalen; • Infodienst Verlags GmbH (“Medien Aktuell”); • P7S1 March 2005 Investor Presentation and company data; • Premiere public offering circular, March 8, 2005; • PricewaterhouseCoopers, German Entertainment and Media Outlook 2004-2008; 9

  • 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: “combined entity”, and “we”
  • 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 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

Notes to the Financial Statements Contd.... - Colombo Stock Exchange
Untitled - Irish Health Repository
and Chief Financial Officer - Bombay Stock Exchange
Nurse-led care - Irish Health Repository
Otolaryngology Services.qxd - Irish Health Repository
Untitled - Irish Health Repository
directors - Colombo Stock Exchange
8. doctors' portion of indicative drug savings - Irish Health Repository
SEDOL Masterfile User guide - London Stock Exchange
sofia - Bulgarian Stock Exchange
MHB News Sept 2004 - Irish Health Repository
Rheumatology Services.qxd - Irish Health Repository
Untitled - Irish Health Repository
100.0 - Irish Health Repository
Untitled - Irish Health Repository
1 - Irish Health Repository
Willy Burke, or, The Irish orphan in America - Digital Repository ...
KYCR Coil Industries Ltd. - Dhaka Stock Exchange
Health Needs of Travellers - Irish Health Repository
Quality and Fairness report - Irish Health Repository
A Step Ahead - Irish Health Repository
Traveller Ethnicity - Irish Health Repository
NEHB COVER - Irish Health Repository
MHB Sex Health Book using S - Irish Health Repository
in Shared Services - Irish Health Repository
ThaiDEX SET50 ETF: TDEX - The Stock Exchange of Thailand
Runge presentation - Australian Stock Exchange
Women and Cardiovascular Health - Irish Health Repository
PC Pharma Limited - Colombo Stock Exchange