TRESU Q3 2023 Financial Report
TRESU
Risk factors (continued)
5.17. Guarantees and security provided by Issuer's Subsidiaries will be substantially limited by financial assistance regulations and to certain amounts
The Issuer's obligations under the Bonds are secured by guarantees issued by the subsidiaries of the Issuer and various transaction security issued by the subsidiaries of the Issuer. According to the financial assistance rules of the Danish
Companies Act, the subsidiaries of the Issuer cannot provide guarantees or security for loans which have been used to finance or refinance the acquisition of the shares in the subsidiaries or any of their parent companies. A major part of the
proceeds from the Bonds were used to refinance the acquisition by the Issuer of the shares in the subsidiaries of the Issuer and guarantees and transaction security provided by the Issuer's subsidiaries do not secure this part of the Bonds.
Accordingly, the part of the Bonds which were used for refinancing the acquisition of the shares in the subsidiaries of the Issuer are effectively only secured by the pledge over the shares in Tresu Investment Holding A/S and are effectively
structurally subordinated to the creditors of the Issuer's subsidiaries. If it is not possible to separate the part of the Bonds used for the acquisition of shares in the subsidiaries from other parts of the Bonds there is a risk that no part of the Bonds
may be secured by any security or guarantees provided by the subsidiaries. The guarantees and transaction security provided by the Issuer's subsidiaries will include limitation language limiting the liability of the Issuer's subsidiaries in
accordance with the Danish financial assistance regulations. In addition, the guarantees and transaction security provided by the Issuer's subsidiaries may be limited to certain maximum amounts.
5.18. Risks relating to the enforcement of the transaction security
The Bondholders will receive proceeds from an enforcement of the transaction security only after obligations towards the Super Senior Creditors have been repaid in full.
The transaction security may be subject to certain limitations on enforcement (in addition to those set out in the Intercreditor Agreement) and may be limited by applicable Danish law or other relevant law or subject to certain defences that may
limit its validity and enforceability, including financial assistance restrictions.
If a subsidiary, the shares of which are pledged in favour of the Secured Creditors is subject to any foreclosure, dissolution, winding-up, liquidation, recapitalisation, administrative or other bankruptcy or insolvency proceedings, the shares that are
subject to such share pledge may then have limited value because all of the subsidiary's obligations must first be satisfied, potentially leaving little or no remaining assets in the subsidiary for the Secured Creditors. As a result, the Secured
Creditors may not recover full or any value in the case of an enforcement sale of such pledged shares. In addition, the value of the shares subject to the pledge may decline over time.
The value of any intragroup loans that are subject to security in favour of the Secured Creditors is largely dependent on the relevant debtor's ability to repay such intragroup loans. Should the relevant debtor be unable to repay debt obligations
upon enforcement of pledge over the intragroup loans, the Secured Creditors may not recover the full value of the security granted under such intra-group loans.
5.19. Security granted to secure the Bonds may be unenforceable or enforcement of the security may be delayed
The insolvency laws of applicable jurisdictions may preclude or limit the right of the Bondholders from recovering payments under the Bonds. The enforceability of the transaction security may be subject to uncertainty. The transaction security
may be unenforceable if (or to the extent), for example, the granting of the security was considered to be economically unjustified for such security providers (corporate benefit requirement). Furthermore, the transaction security may be limited in
value, inter alia, to avoid a breach of the corporate benefit requirement.
The transaction security may not be perfected, inter alia, if the security agent or the relevant security provider is not able to or does not take the actions necessary to perfect or maintain the perfection of any such security. Such failure may result
in the invalidity of the relevant transaction security or adversely affect the priority of such security interest, including a trustee in bankruptcy and other creditors who claim a security interest in the same transaction security.
5.20. Risks relating to release of transaction security
The Security Agent may at any time (without the prior consent of the Bondholders), acting on instructions of the Secured Creditors, release the transaction security and guarantees in accordance with the terms of the Intercreditor Agreement.
Although the transaction security shall be released pro rata between the Secured Creditors and continue to rank pari passu between the Secured Creditors, such release will impair the security interest and the secured position of the
Bondholders, especially since the enforcement proceeds from the remaining transaction security are not distributed equally between the Secured Creditors.
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