iesy Repository GmbH - Irish Stock Exchange

€30.0 million revolving credit facility. We drew down the term loan on May 27, 2005. As part of the Refinancing, the
proceeds from the offering of the Existing Notes were used to repay the €93.8 million that had been outstanding under iesy’s
previous senior credit facilities. The remainder of the proceeds from the offering of the Existing Notes and the proceeds from
the term loan were used to help fund the ish Acquisition. See “Description of Other Indebtedness.”
In March 2005, two senior management executives were appointed. Effective March 1, 2005, Colin Büchner, who had
previously been the Vice President of Technology and Network Operations of iesy Hessen, was promoted to the position of
Chief Operating Officer of iesy Hessen. On March 7, 2005, Gary Ferrera, formerly of Citigroup, was appointed Chief
Financial Officer of iesy Hessen. Also, concurrent with the ish Acquisition, Michael Block resigned from the position of
Managing Director of iesy Repository. Following completion of the ish Acquisition, Parm Sandhu was appointed to the
positions of Managing Director of iesy Repository as well as Kabelnetz, Kabelnetz GP, ish GP, ish KS and KSG.
In March 2005, iesy entered into a 10-year contract with Viterra, a large housing association in Hesse, accounting for
approximately 20,000 homes. Under this contract, iesy will upgrade the Level 4 network of Viterra. Viterra has agreed to
market to its tenants the services provided by iesy.
In March 2005, iesy and DTAG entered into the “BRN-iesy agreement” under which DTAG installs, makes available
and operates a fixed-line broadband and broadcasting distribution network in the 630 MHz spectrum. This network, which is
made up of optical broadband cable distribution lines, will replace the AMTV technology as well as the Diamant system
operated under the SLAs. See “Business—Business of iesy—Supply–SLAs with DTAG.”
In April/May 2005, iesy entered into an amendment agreement to the SLAs with DTAG. In this amendment, the parties
changed the financing clause of the framework agreement of the SLAs, renegotiated the specific service level agreements
concluded under the Term Sheets and settled different open issues. Under this amendment iesy has to make settlement
payments of €604.000.
iesy’s number of premium cable subscribers and high speed Internet subscribers increased from 12,195 and 2,261,
respectively, as of March 31, 2005 to 13,428 and 4,242, respectively, as of May 31, 2005. iesy estimates that its total number
of basic cable subscribers declined from 1.197 million as of March 31, 2005 to 1.196 million as of May 31, 2005. The decline
primarily represents the loss of residential subscribers as annual subscriptions first came up for renewal following certain
price increases in the third quarter of 2004.
On June 24, 2005 iesy Hessen completed the acquisition of ish. The ish Acquisition was funded by a combination of
existing cash on hand and the proceeds of the Refinancing and the Financing.
The iesy Acquisition
iesy Hessen operates in one of nine original cable regions that initially operated under the umbrella of DTAG. In 2000,
the iesy Predecessor was sold to a consortium of investors including ntl (the “Original iesy Acquisition”). Concurrently with
the sale, iesy Hessen and the iesy Predecessor entered into certain senior credit facilities. These senior credit facilities were
repaid from parts of the proceeds of the Refinancing. In addition, as part of the sale, iesy Hessen’s and the iesy Predecessor’s
former parent, iesy Hessen GmbH, issued euro and dollar denominated notes to investors, the terms of which were governed
by certain indentures.
The Issuer was acquired by Apollo in late 2002 as part of the acquisition of iesy Hessen and its related businesses in
early 2003 (the “iesy Acquisition”). As part of the iesy Acquisition, the following occurred:
• iesy Hessen GmbH made an exchange offer to the holders of its notes to exchange their notes for shares of the
Issuer;
• iesy Hessen GmbH transferred its partnership interest in iesy Hessen and all shares in New iesy to its whollyowned
subsidiary iesy Hessen (US) L.P., which then immediately contributed the partnership interest in iesy
Hessen and the shares of iesy GP to New iesy;
• concurrently, iesy Hessen (US) L.P. assumed all obligations of iesy Hessen GmbH under the indentures governing
the notes initially issued by iesy Hessen GmbH;
• the share capital of the Issuer was increased to grant equity in the Issuer to those holders of notes who had chosen
to accept the exchange offer of iesy Hessen GmbH and had contributed notes to the Issuer;
• the Issuer acquired control over New iesy and thus, indirectly, over iesy Hessen from iesy Hessen (US) L.P. in
exchange for the notes tendered by noteholders under the exchange offer and contributed to the Issuer;
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