Investor Presentation
Risk factors (cont'd)
Medium level risks
Structural subordination and insolvency of subsidiaries
All assets, with the exception of certain intellectual property rights, are owned by and all revenues are generated in subsidiaries of the Company. The subsidiaries are legally separated from the Company and have no obligation to make
payments to the Company of any surpluses generated from their business. The subsidiaries' ability to make payments to the Company is restricted by, among other things, the availability of funds, corporate restrictions and local law
restrictions (for example limitations on value transfers).
There is a risk that the Company is not able to receive funds by way of dividends or value transfer from one or more subsidiary, this will affect the Company's ability to service its payment obligations under the Notes which would have a
material adverse effect on the Company's business, financial position, earnings and result.
The Noteholders (and the other Secured Parties) benefit from guarantees provided by certain of the Company's subsidiaries. In the event of insolvency, liquidation or a similar event relating to one of the Guarantors, all other creditors of
such subsidiary would be entitled to payment out of the assets of such subsidiary with the same priority as the Secured Parties to the extent that the guarantees are valid (see further under "Security over assets granted to third parties").
In case of an insolvency event in a subsidiary not being a Guarantor, an entity within the Group, as a shareholder, or the Secured Parties as secured parties in relation to a pledge over the shares in such subsidiary, would be entitled to
any payments only after the other creditors have received full payment for their claims. Thus, the Notes are in the latter case structurally subordinated to the liabilities of such subsidiaries to the extent there is no provision for a prioritised
position.
The Group and its assets may not be protected from any actions by the creditors of any subsidiary of the Group, whether under bankruptcy law, by contract or otherwise. In addition, defaults by, or the insolvency of, certain subsidiaries
of the Group could result in the obligation of the Group to make payments under parent company financial or performance guarantees in respect of such subsidiaries' obligations or the occurrence of cross defaults on certain borrowings
of the Group.
Ability to service debt
The Company's ability to service its debt under the Notes will depend upon, among other things, the Group's future financial and operating performance, which will be affected by prevailing economic conditions and financial, business,
regulatory and other factors, some of which are beyond the Group's control. If the Group's operating income is not sufficient to service its current or future indebtedness, the Group will be forced to take actions such as reducing or
delaying its business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing its debt or seeking additional equity capital. There is a risk that the Group will not be able to affect any of these
remedies on satisfactory terms, or at all. This would have a negative effect on the Group's operations, earnings, results and financial position.
Exits and Change of Control
Private equity funds make investments with the objective of exiting the investment within a certain time frame. As part of their investment strategy, private equity funds take an active role in managing their portfolio companies. Pursuant
to the Terms and Conditions, the Sponsor may make an exit by way of a private sale or an initial public offering of the shares in the Company without the Noteholders being entitled to have their Notes repurchased, provided that (i)
before an Equity Listing Event, the Sponsor holds more than fifty (50) per cent. of the voting shares of the Company or (ii) after an Equity Listing Event, the Sponsor holds more than fifty (50) per cent. of the voting shares of the
Company. There is a risk that such exit may adversely affect the market price of the Notes
SUPPORTING MATERIALS | POLYGON 57View entire presentation