iesy Repository GmbH - Irish Stock Exchange

(€m, except percentages)
Pro forma
financial
debt
73
Assumed
interest rate (b)
Pro forma
interest
expense (a)
for the
twelve months
ended
December 31,
2004
Pro forma
interest
expense (a)
for the
three months
ended
March 31,
2005
Historical interest expense (43.6) (9.4)
Pro forma interest expense adjustment 39.1 11.3
Pro forma adjustment for Notes offering
Notes offered hereby 360.1 9.95% 35.8 9.0
Repayment of Subordinated Bridge Facility (29.7) (7.4)
6.1 1.5
(a) Pro forma interest expense for the year ended December 31, 2004 excludes (i) commitment fees on the undrawn
balance of the revolving credit facility, (ii) debt issuance costs (and transaction expenses) and (iii) costs relating
to hedging interest rate (floating to fixed rate) or foreign currency exchange (dollar to euro) exposure. See note
(4iv) for additional information on the debt issuance costs (and other transaction expenses) of €46.8 million that
are expensed as incurred and will be recorded as extraordinary expenses. Pro forma interest expense also
assumes that interest on €525.0 million drawndown under the Senior Credit Facilities has been swapped into a
fixed rate as required under the Senior Credit Facilities. See “Description of Other Indebtedness—Senior Credit
Facilities.”
(b) The three month EURIBOR rate of 2.12% as of July 11, 2005 has been applied, however, actual rates could vary.
We have assumed that 50% of the term loan A has been swapped from a floating rate of three month EURIBOR
plus 2.25% to a fixed rate of 4.6% for three years to comply with the hedging requirements under the Senior
Credit Facilities. A 0.125% per annum change in the interest rate on the borrowings under the term loan A would
change pro forma interest expense by €0.3 million.
We have assumed that 50% of the term loan B has been swapped from a floating rate of three month EURIBOR
plus 2.75% to a fixed rate of 5.1% for three years to comply with the hedging requirements under the Senior
Credit Facilities. A 0.125% per annum change in the interest rate on the borrowings under the term loan B would
change pro forma interest expense by €0.6 million.
We have assumed that 50% of the term loan C has been swapped from a floating rate of three month EURIBOR
plus 3.25% to a fixed rate of 5.6% for three years to comply with the hedging requirements under the Senior
Credit Facilities. A 0.125% per annum change in the interest rate on the borrowings under the term loan C would
change pro forma interest expense by €0.3 million.
We issued the Euro Notes at an interest rate of 10.125% and issued the Dollar Notes at an interest rate of
10.375%. Pursuant to a hedging agreement we swapped the $151.0 million gross proceeds of the Dollar Notes to
€125.1 million and will pay 9.625% interest on this principal amount under the same terms and conditions as the
interest paid under the Euro Notes. As adjusted to give effect to the hedging agreement, the weighted average
interest rate for the €360.1 million equivalent of Notes is 9.95%.
(10) To eliminate the historical income tax expense for iesy resulting from expenses due to the ish Acquisition and the
Financing which resulted in a tax loss at iesy. The taxable income for ish is not affected in the pro forma presentation
since ish remains as a separate taxable entity. Following the ish Acquisition, iesy intends to enter into tax groups
(Organschaften) with ish and certain other subsidiaries. For a discussion of the impact of the ish Acquisition on ish’s
tax loss carry forwards, see “Operating and Financial Review and Prospects of iesy—Factors Affecting Results of
Operations—Taxes on Income” and “The ish Acquisition—Potential Post-Acquisition Reorganization.”