Tiscali 2009 Annual Report Download - page 124

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Financial indebtedness is mainly composed of:
• amounts owed to banks mainly in relation to the loan agreement signed on 2 July 2009 following Group
debt restructuring (“Group Facilities Agreement “ - or GFA). For the process of Group debt restructuring
see details set forth in the Report on Operations.
• amounts for financial leasing contracts mainly in relation to the sale and lease back agreement stipulated
for the Cagliari office (Sa Illetta).
Payables to banks
Amounts owed to banks, totalling EUR 177.3 million, mainly refer to:
• Group Facility Agreement (GFA) stipulated on 2 July 2009 with financial institutions (“Senior Lenders”)
for EUR 158.5 million in addition to payable interest accrued at 31 December 2009. The GFA loan was
stipulated under the process of group debt restructuring, which included a share capital increase and
write-off of a portion of the debt (Senior Debt), in addition to the disposal of UK subsidiaries. Concerning
the debt restructuring process see details set forth in the Report on Operations.
• Current bank payables for account overdrafts amounting to EUR 13.5 million.
The amounts owed to banks with regard to the GFA loan existing at 31.12.2009 is broken down into three lump
sums:
• Tranche A: EUR 100 million in 5 years;
• Tranche B: EUR 38.5 million in 6 years;
• Tranche C: EUR 20 million in 7 years, to be paid off with funds from the escrow account for the Tiscali UK sale,
or also through a third share capital increase (see note 11 “Assets sold” and the section “Disputes, contingent
liabilities and commitments” for details on the escrow account).
The following table summarizes the main elements of the loan. This is only a summary of primary data and not a
complete list.
Loan Amount Duration Financial Institution Borrower Guarantor
Facility A
Facility B
Facility C
Euro 100 mln
Euro 38.5 mln
Euro 20 mln
5 years (2014)
6 years (2015)
7 years (2016)
JP Morgan
Chase Bank N.A.
Intesa Sanpaolo
S . p . A . R a b o b a n k
G o l d ma n S ac hs
Sark Master Fund
Limited
Tiscali UK
Holdings Ltd
Tiscali S.p.A.
Tiscali Italia S.p.A.
Tiscali International
BV Tiscali Financial
Services SA
The loan agreement also provides for:
• informational covenants that include periodic disclosure to lenders with regard to accounting data and
forecasts reported quarterly and yearly, together with explanatory notes from management.
• Financial covenants that will be monitored on maturity starting from 30 June 2010. These covenants
provide for achieving certain EBITDA levels with regard to indebtedness and the result of financial
operations as well as specific cash flow levels which will enable the Group to honour loan payments laid
down in the payment play.
• Operational covenants that provide for achieving specific ARPU levels and a specific number of
customers and investments (“capital expenditure”).
Consolidated Financial Statements and Explanatory Notes