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Supplemental Disclosure Material - Ono

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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS<br />

This offering memorandum contains forward-looking statements. These forward-looking statements include all<br />

matters that are not historical facts, including the statements under the headings “Summary”, “Risk Factors”, “Management’s<br />

Discussion and Analysis of Financial Condition and Results of Operations of ONOMidco”, “Business” and elsewhere<br />

regarding future events or prospects. Statements containing the words “believe”, “expect”, “intend”, “anticipate”, “will”,<br />

“positioned”, “project”, “risk”, “plan”, “may”, “estimate” or, in each case, their negative and words of similar meaning are<br />

forward-looking statements.<br />

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend<br />

on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees<br />

of future performance and that our actual financial condition, results of operations and cash flows, and the development of the<br />

industry in which we operate, may differ materially from those made in or suggested by the forward-looking statements<br />

contained in this offering memorandum. In addition, even if our financial condition, results of operations and cash flows, and<br />

the development of the industry in which we operate, are consistent with the forward-looking statements contained in this<br />

offering memorandum, those results or developments may not be indicative of results or developments in subsequent periods.<br />

Important facts that could cause our actual results of operations, financial condition or cash flows to differ from our current<br />

expectations include, but are not limited to:<br />

• the challenging macroeconomic environment in Spain and the ongoing Eurozone crisis;<br />

• our substantial leverage and ability to service our debts;<br />

• a significant portion of our existing debt maturing prior to the Notes;<br />

• our exposure to changes in interest rates;<br />

• our incurrence of substantially more debt;<br />

• our failure to meet our financial covenants under the New Senior Facility (as described under “Description of<br />

Other Indebtedness”);<br />

• restrictions imposed by our debt obligations and their limitation on our ability to take certain actions;<br />

• our exposure to currency fluctuations as a result of US dollar denominated debt, including the Notes;<br />

• the effect of a further deterioration of economic conditions in Spain;<br />

• our failure to generate sufficient cash flow to fund our operations or capital expenditures;<br />

• competition from other companies in our industry and our ability to retain or increase our market share;<br />

• the difficulty of predicting future demand for our services;<br />

• our failure to introduce successfully enhanced products and services;<br />

• our failure to control customer churn;<br />

• our failure to maintain a positive brand image;<br />

• our exposure to rapid technological change;<br />

• our dependence on others to provide premium programming;<br />

• our reliance on others to provide us with mission critical hardware and software;<br />

• our ability to avoid unanticipated network downtime;<br />

• our failure to retain key employees;<br />

• potential employee or labor relations issues;<br />

• our failure to maintain and upgrade our network;<br />

• the ability of Telefónica de España, S.A.U. (“Telefónica”), the incumbent telecommunications operator, to set<br />

standards and precedents in our market that may adversely affect our business;<br />

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