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iesy Repository GmbH - Irish Stock Exchange

iesy Repository GmbH - Irish Stock Exchange

• no more than one

• no more than one Stop Notice may be served with respect to the same particular event or circumstance (whether in relation to the same Payment Blockage Event or not and regardless of the number of facilities constituting the relevant Designated Senior Indebtedness); • a Stop Notice may not be issued less than 365 days after the service of a prior Stop Notice (or prior to all interest current on the Notes at the time the previous Stop Notice expired having been paid in full); provided that in no event may the total number of days for which a Stop Notice is in effect exceed 179 days in the aggregate during any consecutive 365-day period; and • no Payment Blockage Event that existed at the date a Stop Notice was given may be the basis of a subsequent Stop Notice, unless such Payment Blockage Event has been cured or complied with for at least 180 consecutive days since the date of issue of the prior Stop Notice (it being acknowledged that any subsequent action or breach of any financial covenant for a period ending after the date of delivery of such initial Stop Notice that gives rise to a Payment Blockage Event under any provision under which a Payment Blockage Event previously existed or was continuing shall constitute a new Payment Blockage Event for this purpose); provided, however, that notwithstanding that the foregoing shall apply collectively to all Designated Senior Indebtedness, each separate facility or other Indebtedness constituting Designated Senior Indebtedness may deliver a Stop Notice with respect to such facility or Indebtedness. Limitation on Enforcement. Notwithstanding that an Event of Default would enable the Trustee and the Holders to accelerate the maturity of the Notes, the Subsidiary Guarantees will provide that, prior to any applicable Senior Discharge Date, to the extent provided in the terms of any Designated Senior Indebtedness, the Intercreditor Agreement (if applicable to such Designated Senior Indebtedness) or the relevant Additional Intercreditor Agreement, the obligations under the Subsidiary Guarantees are not due (and no demand may be made on the Subsidiary Guarantors) until one or more of the following has occurred: (1) payment of such Designated Senior Indebtedness has been accelerated, or liabilities under such Designated Senior Indebtedness have been declared prematurely due and payable or payable on demand (and demand has been made), in each case, under such Designated Senior Indebtedness, such Designated Senior Indebtedness is not paid at scheduled maturity or the lenders under such Designated Senior Indebtedness have taken any enforcement action under the finance documents related to such Designated Senior Indebtedness; (2) an Insolvency Event (as defined in the Intercreditor Agreement or any relevant Additional Intercreditor Agreement) for so long as it is continuing; or (3) each of the following has occurred: (A) an Event of Default under the Indenture or the Notes has occurred; (B) the Trustee has notified the Issuer and the Representatives under the applicable Designated Senior Indebtedness in writing of such Event of Default; (C) a period of not less than 179 days has elapsed from the date of receipt by such Representatives of that notice (a “Standstill Period”); and (D) such Event of Default is outstanding at the end of such 179-day period. Additional information regarding the limitations on enforcement actions contained in the Intercreditor Agreement is set forth under “Description of Other Indebtedness—Intercreditor Agreement.” Subordination under German Insolvency Law. In the event of the opening of insolvency proceedings (Insolvenzverfahren) under German law over the assets of the Issuer or any of its Subsidiaries, the insolvency court will generally appoint an insolvency administrator (Insolvenzverwalter). However, any person that has a right for segregation (Aussonderung) does not participate in the insolvency proceedings; the claim for segregation (such as the claim for repossession by the legal and beneficial owner of an asset who has leased such asset to the insolvent debtor) has to be enforced in the course of ordinary court proceedings. The Security Documents grant a right to separate satisfaction (Absonderungsrecht) to the secured parties under such documents with respect to the Security Interest. Creditors with a right to separate satisfaction are creditors who participate in the insolvency proceedings, but at the same time are secured by collateral that constitutes part of the estate. The right to separate satisfaction allows such secured creditors to claim the proceeds generated on the realization of the collateral up to 226

the amount of their secured claim. Any surplus belongs to the estate. To the extent that the realization proceeds do not cover the amount of the secured debt, the secured creditors will participate as normal unsecured insolvency creditors (or as subordinated creditors, as the case may be) in the insolvency proceedings. The actual enforcement of the secured creditors’ rights, and whether it is the secured creditors or the insolvency administrator who is entitled to foreclose on the collateral, depends upon several aspects. In this regard, it is relevant whether the security relates to property or movables, what type of security interest was granted and whether the insolvency administrator or the secured creditor possesses the collateral. The insolvency administrator is entitled to realize movable assets, if he or she is in possession of such asset, and receivables that the debtor has assigned to secure a claim. For the benefit of the estate, he or she may deduct certain fees from the proceeds of such sale plus applicable VAT, if any. The fees amount to generally 9% of the proceeds of realization according to statutory German insolvency law. The remaining proceeds are to be handed over to the secured creditor up to the amount of its secured claim. If the incurred costs of enforcement prove to be actually substantially higher or lower, then the fees have to be adjusted accordingly. The equity interests that will be pledged under the Share Pledges will not be considered pledged moveable assets. However, it is unclear whether the secured creditor or the insolvency receiver would be entitled to foreclose on the equity interests in the insolvency of the Issuer, New iesy, or iesy GP, as the case may be. If a court were to conclude that the secured creditor would not have the right of foreclosure, the insolvency administrator would be entitled to realize upon the relevant Share Pledge and, as a result, deduct the fees described above. Pledged receivables such as the Proceeds Loan subject to the Proceeds Loan Pledge may be realized by secured creditors without the intervention of the insolvency administrator. A creditor’s right to separate satisfaction may not prevent the insolvency administrator from using an asset in its possession that is subject to this right, as long as this asset is needed in order to operate the debtor’s business. However, the insolvency administrator must compensate the creditor by means of regular payments for any loss of value resulting from such use, and to the extent the creditor’s security may be impaired. The right to separate satisfaction is independent from the priority of the secured claims. However, with regard to certain subordinated debt (such as claims for repayment of capital replacing shareholder loans), the security interest must not be realized. Unless the creditors of the insolvent debtor decide to continue the business of the insolvent debtor or adopt an insolvency plan (Insolvenzplan) in compliance with German insolvency law and provide otherwise therein, the insolvency administrator will be required to liquidate the insolvent debtor which includes the realization of all of its assets and to distribute the realization proceeds to cover the following debt in the following order: (1) the costs of the insolvency proceedings (which encompass the court fees for such proceedings and the remuneration of the preliminary insolvency administrator, the insolvency administrator and the members of the creditors committee); (2) other preferred debt (sonstige Masseverbindlichkeiten) which comprises debt incurred by the insolvency administrator in the course of the insolvency proceedings (including the administration, realization and distribution of the liquidation fund (Masse)), obligations under not fully performed mutual contracts (gegenseitiger nicht vollständig erfüller Vertrag) (sec. 103 German Insolvency Code) where the insolvency administrator has elected performance of such obligations, and claims based on an unlawful enrichment of the insolvency estate; (3) all other debt unless subordinated contractually or by law; (4) interest payable for periods after the opening of the insolvency proceedings; (5) the costs of the creditors for their participation in the insolvency proceedings; (6) fines, disciplinary penalties and similar claims; (7) claims established without consideration of the debtor; (8) claims for repayment of capital replacing shareholder loans or claims to be treated similar to capital replacing shareholder loans; and (9) claims which have been contractually subordinated to all other claims by an agreement between the creditor and the debtor in the case of insolvency proceedings. Please see the section entitled “Risk Factors—Risks Relating to the Notes, the Subsidiary Guarantees and the Security—German insolvency laws may preclude the recovery of payments due under the Notes.” 227

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    PROSPECTUS iesy Repository GmbH €

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    the market price of the Notes at a

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    which the issue or the offer of sec

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    “combined entity”, and “we”

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    “Tele Columbus” refers to the c

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    Revenue generating units, or “RGU

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    CURRENCY PRESENTATION AND EXCHANGE

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    end of 2005. Our subscribers can al

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    populations, with approximately 2.7

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    In April/May 2005, iesy entered int

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    Our Corporate and Financing Structu

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    THE OFFERING The summary below desc

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    Optional Redemption We may redeem a

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    SUMMARY FINANCIAL AND OPERATING INF

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    iesy Other Financial Data (unaudite

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    iesy Operational Data (unaudited) R

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    ish Income Statement Data Audited y

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    35 Three months ended Year ended De

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    37 As of December 31, As of March 3

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    RISK FACTORS You should carefully c

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    acquiring content, purchasing servi

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    agreements—MSG”). We cannot ass

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    In addition, most of our cable netw

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    Strikes or other industrial actions

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    acquisitions. In addition, any addi

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    provision and may not be abusive. S

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    €1,050.0 million would have been

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    We depend on payments from our subs

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    • Claims against the Issuer and s

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    Senior Credit Facilities before the

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    court rulings did not address the p

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    THE ISH ACQUISITION The description

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    In addition to the warranties, spec

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    CAPITALIZATION The following table

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    Unaudited Pro Forma Condensed Conso

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    NOTES TO THE UNAUDITED PRO FORMA CO

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    (€m, except percentages) Pro form

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    Income Statement Data 75 Audited Ye

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    (7) Number of subscribers at the en

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    • iesy’s premium cable televisi

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    egulated pricing model. Fees are pa

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    Risks Relating to Our Indebtedness

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    Legal, Consulting and Management Fe

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    Subscribers iesy classifies its cus

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    2003 to €8.20 per subscriber in t

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    • the senior credit facilities we

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    average installation fees from July

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    Cash flow from investing activities

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    In the three months ended March 31,

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    eview and optimization of services

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    Cash Flow from Operating Activities

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    oadcasters in television and radio.

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    educed or increased by a material a

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    Income Statement Data Audited year

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    109 As of December 31, As of March

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    • ish’s premium cable televisio

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    In addition, ish markets pay-per-vi

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    Cost of Materials and Services Cost

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    For accounting purposes, ish treats

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    Subscribers ish classifies its cust

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    Competition ish faces significant c

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    This decrease was primarily due to

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    Net Loss Net loss was €17.9 milli

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    Pension Obligations As of March 31,

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    Term Sheets with DTAG, BRN-ish agre

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    estructuring liabilities, while 200

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    accrual for pending losses. The exp

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    International Financial Reporting S

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    Content Providers Basic Television

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    Digital Home” and PrimaCom offers

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    [GRAPHIC] [GRAPHIC] Level 4 is the

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    shared access basis. In this case,

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    The following table shows several k

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    In the domestic market, the German

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    BUSINESS Unless otherwise indicated

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    Germany, with approximately 30.2 mi

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    Prudently deploying capital. Our de

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    iesy’s Current Basic Cable Televi

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    amounted to €8.0 million or 5.9%

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    within iesy’s upgraded areas and

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    Supply The following chart shows th

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    Term Sheet Service Duration Offer o

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    y the new fiber system. See “Oper

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    part of settling arbitration procee

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    Business of ish Products and Servic

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    ish’s Current Basic Cable Televis

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    In addition to the monthly subscrip

  • Page 175 and 176: Customers who subscribe to Premiere
  • Page 177 and 178: Sales ish’s sales team is divided
  • Page 179 and 180: The following chart illustrates ish
  • Page 181 and 182: Term Sheet Service Duration Co-use
  • Page 183 and 184: Lease of space for broadband cable
  • Page 185 and 186: Other Significant Supply Agreements
  • Page 187 and 188: ights themselves. As an exception,
  • Page 189 and 190: Competition The cable television an
  • Page 191 and 192: Introduction REGULATION German law
  • Page 193 and 194: We assume that we will be deemed to
  • Page 195 and 196: The Amendment provides that provisi
  • Page 197 and 198: • Providers who had a dominant po
  • Page 199 and 200: in the Munich office of Apax Partne
  • Page 201 and 202: Marketing for Germany and Austria,
  • Page 203 and 204: Gerard Tyler is ish’s Treasurer.
  • Page 205 and 206: CERTAIN RELATIONSHIPS AND RELATED P
  • Page 207 and 208: Beneficial Ownership The following
  • Page 209 and 210: DESCRIPTION OF OTHER INDEBTEDNESS T
  • Page 211 and 212: period (unless the interest period
  • Page 213 and 214: Subordinated Bridge Facility In con
  • Page 215 and 216: • the ability of the Obligors (ot
  • Page 217 and 218: owed by the Insolvent Obligor will
  • Page 219 and 220: DESCRIPTION OF THE NOTES The Issuer
  • Page 221 and 222: in London, the Bank of New York, Ne
  • Page 223 and 224: Issuer have agreed that iesy Hessen
  • Page 225: Subsidiary Guarantor outstanding wh
  • Page 229 and 230: provisions described under “—De
  • Page 231 and 232: In addition, the Intercreditor Agre
  • Page 233 and 234: Euro Note to and including February
  • Page 235 and 236: circumstances referred to above exi
  • Page 237 and 238: that it has unconditionally exercis
  • Page 239 and 240: time outstanding not exceeding (i)
  • Page 241 and 242: description of this covenant and no
  • Page 243 and 244: Date of any Indebtedness that has b
  • Page 245 and 246: (13) Investments in an aggregate am
  • Page 247 and 248: supplement or other modification) t
  • Page 249 and 250: (1) the assumption by the transfere
  • Page 251 and 252: Reports Whether or not required by
  • Page 253 and 254: of the European Union on January 1,
  • Page 255 and 256: contemporaneously with any such act
  • Page 257 and 258: 25% in principal amount of the outs
  • Page 259 and 260: (2) provide for the assumption by a
  • Page 261 and 262: (6) an Officer’s Certificate stat
  • Page 263 and 264: calculated based on the relevant cu
  • Page 265 and 266: “Bank Indebtedness” means any a
  • Page 267 and 268: Consolidated Net Income (excluding
  • Page 269 and 270: (9) the impact of capitalized inter
  • Page 271 and 272: “Exchange Act” means the U.S. S
  • Page 273 and 274: (iii) for the avoidance of doubt, a
  • Page 275 and 276: “Nationally Recognized Statistica
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    (2) Investments in another Person i

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    (15) Permitted Collateral Liens; (1

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    (5) in the case of Apollo and Golde

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    service level agreement as replaced

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    “Unrestricted Subsidiary” means

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    The Issuer and the Trustee and thei

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    Secondary Market Trading The Book-E

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    to trade tax. The taxable gain from

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    date). A U.S. Holder’s adjusted t

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    (c) for so long as the Notes are el

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    PLAN OF DISTRIBUTION We, the Subsid

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    LEGAL MATTERS Certain legal matters

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    WHERE YOU CAN FIND OTHER INFORMATIO

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    Listing LISTING AND GENERAL INFORMA

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    INDEX TO FINANCIAL STATEMENTS iesy

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    Assets iesy Hessen GmbH & Co. KG, W

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    I. Application of Legal Provisions

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    III. Explanation of Balance Sheet a

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    Last year’s extraordinary expense

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    INDEPENDENT AUDITORS’ REPORT We h

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    iesy Repository GmbH, Hamburg AMEND

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    and remaining useful life for the i

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    The movements in consolidated equit

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    iesy Repository GmbH, Hamburg AMEND

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    Assets iesy Repository GmbH, Hambur

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    I. Basis of Presentation The consol

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    V. Explanations to Material Items o

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    Network infrastructure, rental, lea

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    iesy Repository GmbH, Hamburg UNAUD

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    1. Basis of Presentation iesy Repos

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    5. Explanations to Material Items o

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    Shareholdings of iesy Repository Gm

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    iesy Hessen GmbH & Co. KG, Weiterst

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    (1) General COURTESY TRANSLATION FR

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    (3) Accounting and Valuation Princi

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    The following auditors’ report (B

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    Inventories COURTESY TRANSLATION FR

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    Goodwill COURTESY TRANSLATION FROM

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    COURTESY TRANSLATION FROM THE GERMA

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    Depreciation and Amortization COURT

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    (1) General COURTESY TRANSLATION FR

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    COURTESY TRANSLATION FROM THE GERMA

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    Cost of materials COURTESY TRANSLAT

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    [THIS PAGE INTENTIONALLY LEFT BLANK

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    Goodwill. Under German GAAP, the di

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    Under U.S. GAAP, loan origination f

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    IFRS requires a purchase price allo

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    financial liability incurred result

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    €235,000,000 10 1 /8% Senior Note

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