27.12.2012 Views

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

Our Corporate and Financing Structure<br />

The following chart sets forth a simplified summary of our corporate and financing structure.<br />

(1) For information on our shareholders, see “Security Ownership.”<br />

(2) TopCo is a société en commandite par actions organized under the laws of Luxembourg.<br />

(3) The Notes were issued as Euro Notes and Dollar Notes in a total aggregate amount equivalent to €360.1 million. Each<br />

of the Euro Notes and the Dollar Notes constitutes a separate series of Notes but will be treated as a single class of<br />

securities for all purposes under the Indenture.<br />

(4) <strong>iesy</strong> <strong>Repository</strong> is a holding company that conducts no activities other than the payment of certain fees to shareholders<br />

and of certain salaries to management. Following the completion of the ish Acquisition, <strong>iesy</strong> <strong>Repository</strong>’s equity<br />

interests in <strong>iesy</strong> Hessen, New <strong>iesy</strong> and <strong>iesy</strong> GP were pledged to secure obligations under the Senior Credit Facilities on<br />

a first priority basis and to secure the obligations under the Subordinated Bridge Facility and the Existing Notes on a<br />

second priority basis (pursuant to an intercreditor agreement). Following the completion of the ish Acquisition, the<br />

existing proceeds loan made with the gross proceeds of the Existing Notes (the “Existing Proceeds Loan”) were<br />

pledged to secure obligations under the Senior Credit Facilities on a first priority basis and to secure the obligations<br />

under the Subordinated Bridge Facility and the Existing Notes on a second priority basis (pursuant to an intercreditor<br />

agreement). Upon completion of the offering of the Notes, the senior subordinated loan in respect of the proceeds from<br />

the Subordinated Bridge Facility (the “Bridge Proceeds Loan”) will be amended to reflect that the Subordinated Bridge<br />

Facility has been repaid but that <strong>iesy</strong> Hessen remains obligated to <strong>iesy</strong> <strong>Repository</strong> for the same amount, and such<br />

amended proceeds loan will be pledged to secure the obligations under the Notes and the pledge of such proceeds loan<br />

to secure the obligations under the Subordinated Bridge Facility will be released at such time. In addition, on the<br />

closing of the offering, the Existing Proceeds Loan and <strong>iesy</strong> <strong>Repository</strong>’s equity interests in <strong>iesy</strong> Hessen, New <strong>iesy</strong> and<br />

<strong>iesy</strong> GP will be pledged to secure the Notes on a second priority basis (pursuant to an intercreditor agreement).<br />

(5) New <strong>iesy</strong> is a holding company that conducts no activities other than entering into certain employment agreements and<br />

related arrangements. Following the completion of the ish Acquisition, New <strong>iesy</strong>’s equity interests in <strong>iesy</strong> Hessen and<br />

<strong>iesy</strong> GP were pledged to secure obligations under the Senior Credit Facilities on a first priority basis and to secure the<br />

obligations under the Subordinated Bridge Facility and the Existing Notes on a second priority basis (pursuant to an<br />

intercreditor agreement). On the closing of the offering of the Notes, New <strong>iesy</strong>’s equity interests in <strong>iesy</strong> Hessen and<br />

<strong>iesy</strong> GP will be pledged to secure the Notes on a second priority basis (pursuant to an intercreditor agreement) and the<br />

pledge of such equity interests to secure the obligations under the Subordinated Bridge Facility will be released.<br />

21

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!