Investor Presentation
Risk factors (cont'd)
Put options
According to the Terms and Conditions, the Notes are subject to prepayment at the option of each Noteholder (put options) if:
I.
II.
prior to initial public offering of the shares in either the Company or the Unrestricted Guarantor, after which such shares shall be quoted, listed, traded or otherwise admitted to trading on a Regulated Market (an "Equity
Listing Event"), any event where the Sponsor directly or indirectly ceases to own more than 50 per cent of the shares and votes of the Company; and
upon, and at any time following an Equity Listing Event, any event where one or more persons, not being the Sponsor, acting in concert, acquire control over the Company and where "control" means (a) acquiring or
controlling, directly or indirectly, more than fifty (50) per cent. of the voting shares of the Company, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors
of the Company, and "acting in concert" means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of
shares in the Company by any of them, either directly or indirectly, to obtain or consolidate control of the Company.
There is a risk that the Company will not have sufficient funds at the time of such prepayment to make the required prepayment of the Notes which could adversely affect the Company, e.g. by causing insolvency or an event of default
under the Terms and Conditions, and thus adversely affect all Noteholders and not only those that choose to exercise the option.
Risks relating to the clearing and settlement in Euroclear Sweden AB's book-entry system
The Notes will be affiliated to Euroclear Sweden AB's account-based system, and no physical notes will be issued. Clearing and settlement relating to the Notes is carried out within Euroclear Sweden AB's book-entry system as well as
payment of interest and repayment of the principal. Investors are therefore dependent on the functionality of Euroclear Sweden AB's account-based system and any problems thereof could have an adverse effect on the payment of
interest and repayment of principal under the Notes.
Risks related to security
Medium level risks
Risks relating to the transaction security and the guarantees
Although the Company's obligations under the Notes and certain other obligations of the Group towards the Noteholders and certain other creditors (jointly the "Secured Parties") are secured by pledges over the shares in the Company
and certain Group Companies as well as security over intercompany loans between Group Companies and, to a certain extent, guaranteed, it is not certain that the proceeds of any enforcement sale of the security assets and claims
under the guarantees would be sufficient to satisfy all amounts then owed to the Secured Parties. Furthermore, if the Company issues additional Notes, there is a risk that the security position of the current Noteholders will be impaired.
The Noteholders and the other Secured Parties will be represented by a security agent (the "Security Agent", currently being Intertrust (Sweden) AB) in all matters relating to the transaction security. There is a risk that the Security
Agent, or anyone appointed by it, does not properly fulfil its obligations in terms of perfecting, maintaining, enforcing or taking other necessary actions in relation to the transaction security. Further, the transaction security is subject to
certain hardening periods during which times the Secured Parties do not fully, or at all, benefit from the transaction security.
Subject to the terms of the Intercreditor Agreement (as defined below), the Security Agent is entitled to enter into agreements with the Group or third parties or to take any other actions necessary for the purpose of maintaining,
releasing or enforcing the transaction security and the guarantees or for the purpose of settling, among others, the Noteholders' rights to the security and the guarantee. The Group is permitted to make certain non-distressed disposals
in case of which the Security Agent shall release security in accordance with the Intercreditor Agreement which may impair the Secured Parties security interest.
If the Company would be unable to make repayment under the Notes and a court were to render a judgment that the security granted in respect of the Notes were unenforceable, there is a risk that the Noteholders would find it difficult
or impossible to recover the amounts owed to them under the Notes. Therefore, there is a risk that the security granted and the guarantees issued in respect of the Notes are ineffective with regard to any of the Company's obligations
under the Notes in the event the Company becomes insolvent.
Risks relating to enforcement of the transaction security
In accordance with the Intercreditor Agreement, the Noteholders will receive proceeds from an enforcement of the transaction security only after the obligations of other Secured Parties secured on a super senior basis have been repaid
in full.
SUPPORTING MATERIALS | POLYGON 54View entire presentation