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Pallet-Management-Services - AFM

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105.2% on October 15, 2007, 102.6% on October 15, 2008 and will decline to 100.0% on<br />

October 15, 2009 and thereafter until maturity.<br />

The indenture governing the Senior Secured Notes allows the Company to issue additional<br />

notes in an aggregate principal amount of up to EUR 50.0 million under the same security<br />

package as the Senior Secured Notes, but only to the extent that the Company meets certain<br />

interest coverage ratios on a pro forma basis considering the issuance of the additional notes<br />

and that no default or event of default will have occurred as a consequence of the additional<br />

indebtedness being incurred.<br />

If a change of control of greater than 50.0% of the Company’s voting stock occurs, each holder<br />

of the Senior Secured Notes may individually require the Company to purchase their notes at a<br />

purchase price in cash equal to 101.0% of the principal amount of the Senior Secured Notes<br />

plus accrued and unpaid interest. A change of control, as defined, does not include a change in<br />

ownership if the sale of voting stock to an acquirer is made by holders who received this stock in<br />

connection with the conversion of the former Senior Subordinated Notes.<br />

The indenture governing the Senior Secured Notes contains a number of covenants that, among<br />

other things, limit the Company and its subsidiaries’ ability to incur additional debt, make certain<br />

restricted payments, create certain liens, dispose of assets and subsidiary capital stock, merge<br />

or consolidate, issue guarantees, pay dividends, and otherwise restrict certain corporate<br />

activities. The Senior Secured Notes also limit the Company’s obligations under finance leases<br />

to EUR 25.0 million. The Senior Secured Notes also contain customary events of default,<br />

including non-payment of principal, interest or fees, material inaccuracy of certain<br />

representations and warranties, violation of covenants, cross-default to certain other debt,<br />

certain events of bankruptcy and insolvency, material judgments, and a change of control in<br />

certain circumstances.<br />

The Senior Secured Notes are not listed on a public market. The fair value of the Senior<br />

Secured Notes has been determined by using the fair values of comparable notes of comparable<br />

companies. These comparisons support Company’s assessment that fair value is nearly equal to<br />

nominal value.<br />

Maturities of debt<br />

Long-term debt consists of the following:<br />

EUR in thousands As of December 31,<br />

2006 2005<br />

Senior secured notes 110,000 110,000<br />

Other 215 215<br />

110,215 110,215<br />

Less: current maturities (0) (0)<br />

110,215 110,215<br />

Less: deferred financing costs (3,701) (4,689)<br />

106,514 105,526<br />

The complete amount of EUR 110.2 million is due in 2010.<br />

Financial risk management objectives and policies<br />

45

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