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Borealis AG Public Offering of up to EUR 200000000 Senior Fixed ...

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Issuer. This could have a material adverse effect on the Issuer's business and financial<br />

condition.<br />

1.3 FINANCIAL RISKS<br />

1.3.1 <strong>Borealis</strong> Gro<strong>up</strong> is subject <strong>to</strong> risks in connection with financial and other covenants<br />

under certain credit facilities<br />

Members <strong>of</strong> <strong>Borealis</strong> Gro<strong>up</strong> are party <strong>to</strong> several credit facility agreements that restrict its ability<br />

<strong>to</strong> engage in certain activities, including their ability (subject <strong>to</strong> certain exceptions) <strong>to</strong> incur<br />

liens or encumbrances, incur additional indebtedness or guarantee obligations in excess <strong>of</strong><br />

certain thresholds, dispose <strong>of</strong> a material portion <strong>of</strong> assets, effect material acquisitions, engage<br />

in a merger with a third party or pledge accounts receivable. If the respective members <strong>of</strong><br />

<strong>Borealis</strong> Gro<strong>up</strong> fail <strong>to</strong> meet the terms <strong>of</strong> these covenants or <strong>of</strong> any other restrictions contained<br />

in the credit facility agreements, an event <strong>of</strong> default could occur, which could result in the<br />

acceleration <strong>of</strong> some or all <strong>of</strong> the <strong>Borealis</strong> Gro<strong>up</strong>'s outstanding indebtedness causing it <strong>to</strong><br />

become immediately due and payable. If such acceleration occurs, <strong>Borealis</strong> Gro<strong>up</strong> may not be<br />

able <strong>to</strong> repay such indebtedness on a timely basis which could have a material adverse effect<br />

on its business operations and, in the worst case, lead <strong>to</strong> its insolvency.<br />

1.3.2 <strong>Borealis</strong> Gro<strong>up</strong> is subject <strong>to</strong> currency risk<br />

The Issuer and other members <strong>of</strong> <strong>Borealis</strong> Gro<strong>up</strong> finance their equipment, investments as well<br />

as expansions partly in currencies other than <strong>EUR</strong>, which is in line with the Gro<strong>up</strong>'s<br />

internationally orientated business operations. Usually, F/X rates change in time, which could<br />

have a material adverse effect on the Gro<strong>up</strong>'s business, results <strong>of</strong> operations and financial<br />

condition.<br />

1.3.3 <strong>Borealis</strong> Gro<strong>up</strong> is subject <strong>to</strong> interest rate risks<br />

The expansion <strong>of</strong> the Gro<strong>up</strong>'s business activities in the ordinary course <strong>of</strong> its business<br />

requires additional debt financing <strong>of</strong> assets, resources, investments and acquisitions. The<br />

composition <strong>of</strong> the debt financing structure varies significantly during the course <strong>of</strong> a business<br />

year <strong>of</strong> the Gro<strong>up</strong>. An increase <strong>of</strong> the interest rate level may therefore have a material adverse<br />

effect on the Gro<strong>up</strong>'s business, results <strong>of</strong> operations and financial condition.<br />

2. RISKS REGARDING THE NOTES<br />

The following is a disclosure <strong>of</strong> risk fac<strong>to</strong>rs that are material <strong>to</strong> the Notes in order <strong>to</strong> assess the<br />

market risk associated with these Notes. Prospective inves<strong>to</strong>rs should consider these risk<br />

fac<strong>to</strong>rs before deciding <strong>to</strong> purchase the Notes.<br />

The following statements are not exhaustive. Prospective inves<strong>to</strong>rs should consider all<br />

information provided in this Prospectus, the documents incorporated by reference, any<br />

s<strong>up</strong>plement there<strong>to</strong> and consult with their own pr<strong>of</strong>essional advisers (including their financial,<br />

accounting, legal and tax advisers) if they consider it necessary. In addition, inves<strong>to</strong>rs should<br />

be aware that the risks described may combine and, thus, intensify one another.<br />

The purchase <strong>of</strong> the Notes may involve substantial risks and may only be suitable for inves<strong>to</strong>rs<br />

who have the knowledge and experience in financial and business matters necessary <strong>to</strong><br />

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