Investor Presentation
Risk factors (cont'd)
Risks related to the noteholders rights and representation
Low level risks
The rights of Noteholders depend on the Agent's actions and financial standing
By subscribing for, or accepting the assignment of, any Note, each Noteholder will accept the appointment of the Agent to act on its behalf and to perform administrative functions relating to the Notes. The Agent shall have, among other
things, the right to represent the Noteholders in all court and administrative proceedings in respect of the Notes. However, the rights, duties and obligations of the Agent as the representative of the Noteholders will be subject to the
provisions of the Terms and Conditions, and there is no specific legislation or market practice in Sweden (under which laws the Terms and Conditions are governed) which would govern the Agent's performance of its duties and
obligations relating to the Notes. There is a risk that a failure by the Agent to perform its duties and obligations properly or at all will adversely affect the enforcement of the rights of the Noteholders.
The Agent may be replaced by a successor Agent in accordance with the Terms and Conditions. Generally, the successor Agent has the same rights and obligations as the retired Agent. It may be difficult to find a successor Agent with
commercially acceptable terms or at all. Further, there is a risk that that the successor Agent would breach its obligations under the above documents or that insolvency proceedings would be initiated against it.
There is a risk that materialisation of any of the above risks will have a material adverse effect on the enforcement of the rights of the Noteholders and the rights of the Noteholders to receive payments under the Notes.
Noteholders' meetings
The Terms and Conditions include certain provisions regarding Noteholders' meeting, or written procedures. Such meetings, or written procedures, may be held in order to resolve on matters relating to the Noteholders' interests. The
Terms and Conditions will allow for stated majorities to bind all Noteholders, including Noteholders who have not taken part in the meeting, or written procedure, and those who have voted differently to the required majority at a duly
convened and conducted Noteholders' meeting, or written procedure. Consequently, there is a risk that the actions of the majority in such matters will affect a Noteholder's rights in a manner that is undesirable for some of the
Noteholders.
No action against the Company and Noteholders' representation
In accordance with the Terms and Conditions, the Agent will represent all Noteholders in all matters relating to the Notes and the Noteholders are prevented from taking actions on their own against the Company or any other Group
Company. Consequently, individual Noteholders do not have the right to take legal actions to declare any default by claiming any payment from or enforcing any security granted by the Company or any other Group Company and may
therefore lack effective remedies unless and until a requisite majority of the Noteholders agree to take such action.
However, there is a risk that an individual Noteholder, in certain situations, would attempt to bring its own action against the Company or any other Group Company (in breach of the Terms and Conditions), which could negatively affect
an acceleration of the Notes or other action against the Company or any other Group Company.
To enable the Agent to represent Noteholders in court, the Noteholders and/or their nominees may have to submit a written power of attorney for legal proceedings. The failure of all Noteholders to submit such a power of attorney could
negatively affect the legal proceedings.
Under the Terms and Conditions, the Agent will in some cases have the right to make decisions and take measures that bind all Noteholders. Consequently, there is a risk that the actions of the Agent in such matters will affect a
Noteholder's rights under the Terms and Conditions in a manner that is undesirable for some of the Noteholders.
Risks relating to the financial standing of the Group
High level risks
Refinancing risk
The Group may be required to refinance certain or all of its outstanding debt, including but not limited to the Notes and the Super Senior Revolving Credit Facility. The Group's ability to successfully refinance its debt depends, among
other things, on the conditions of the debt markets and the Group's own financial condition at such time. Even if the debt markets improve, there is a risk that the Group's access to financing sources will not be available on favourable
terms, or at all. If the Group is unable to refinance its debt obligations on favourable terms, or at all, it would have a material adverse effect on the Group's business, financial condition and results of operations and on the Noteholders'
recovery under the Notes.
SUPPORTING MATERIALS | POLYGON 56View entire presentation