Supplemental Disclosure Material - Ono
Supplemental Disclosure Material - Ono
Supplemental Disclosure Material - Ono
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€1,076 million under the Bank Tranches of the New Senior Facility would mature prior to the maturity of the Notes in 2018.<br />
Facility A loans totaling €891 million commence amortizing on June 30, 2013 and matures on June 30, 2017. Facility B loans<br />
totaling €185 million mature on March 31, 2018.<br />
Our ability to make payments on our debt or to refinance any such debt will depend on our ability to generate cash.<br />
Our ability to generate cash is dependent on many factors, including, among others:<br />
• Our future operating performance;<br />
• The level of our capital expenditures;<br />
• The demand and price levels for our products and services;<br />
• General economic conditions and conditions affecting customer spending;<br />
• Competition;<br />
• The ability to improve our business processes and procedures;<br />
• Our ability to use our carry-forward tax losses;<br />
• The availability of financing in the capital markets at attractive rates; and<br />
• Legal, tax, litigation, regulatory and other factors affecting our business.<br />
We achieved positive free cash flow for the first time in 2009, after experiencing negative free cash flow every year<br />
since we commenced operations in 1998. Nonetheless, we do not expect that our business will generate sufficient cash flow to<br />
fulfill our debt obligations, and we expect to have to raise additional capital or refinance all or a portion of our debt on or<br />
before maturity in order to fund operations and to meet our debt service.<br />
Our ability to raise capital or refinance our debt depends on a number of factors, including the liquidity of the<br />
capital markets, and we may not be able to do so on satisfactory terms, or at all. In the event that we cannot raise additional<br />
capital or refinance our debt, we expect not to be able to meet our debt repayment obligations. In addition, the terms of any<br />
refinancing indebtedness may be materially more burdensome to us than the indebtedness it refinances. Such terms, including<br />
additional restrictions on our operations and higher interest rates, could have an adverse effect on our results of operations and<br />
financial condition and could have a material adverse effect on the value of the Notes.<br />
Furthermore, our inability to meet repayment obligations under the existing agreements could trigger various default<br />
provisions, accelerate a substantial portion (if not all) of our debt and materially adversely affect our business, results of<br />
operations, financial position and prospects.<br />
A substantial portion of our debt bears variable interest rates.<br />
As of March 31, 2012, on a pro forma basis after giving effect to the May 2012 Refinancing, 30.6% of our<br />
outstanding debt would have borne interest at floating rates. If market interest rates increase, our variable rate debt will result<br />
in higher debt service requirements, which could adversely affect our results of operations and financial condition. Currently,<br />
all our interest rate hedge agreements have expired and, though we are evaluating whether to enter into further hedging<br />
arrangements, there is no guarantee that we will enter into additional hedge agreements on satisfactory terms or at all.<br />
Subject to certain restrictions, we may be able to incur substantially more debt, which would increase the leverage-related<br />
risks described in this offering memorandum.<br />
Subject to the restrictions in the New Senior Facility, the Indenture, the Euro Notes Indenture, the Subordinated<br />
Notes Indenture and other outstanding debt that is subject to a number of significant qualifications and exceptions, we may<br />
incur substantial additional debt in the future. Furthermore, the New Senior Facility, the Indenture, the Euro Notes Indenture<br />
and the Subordinated Notes Indenture permit us to issue additional series of notes or other indebtedness that will share in the<br />
security for the Notes and the New Senior Facility, subject to certain conditions. See “Description of Other Indebtedness—<br />
New Senior Facility”.<br />
To the extent new debt is incurred, the risks described in “—Our current leverage is substantial, which may have an<br />
adverse effect on our available cash flow, our ability to obtain additional financing if necessary in the future, our flexibility in<br />
reacting to competitive and technological changes and our operations” and “—Following the May 2012 Refinancing, a<br />
significant portion of our existing debt will mature prior to the maturity of the Notes in 2018. We may be unable to generate<br />
sufficient cash flow to repay those of our other debt obligations at maturity and, to the extent we cannot repay such debt, we<br />
may not be able to refinance these debt obligations or may be able to refinance only on terms that will increase our cost of<br />
borrowing” could become more significant.<br />
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