Atari 2009 Annual Report Download - page 179

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
179
BlueBay used the services of external legal and financial consultants and asked the Company to reimburse the following
fees: (i) fees charged by the legal and financial consultants who assisted it in connection with the December 2007
ORANE issue (the Board only authorized the reimbursement of a portion of these fees at the time, as specified below)
and (ii) fees charged by the legal and financial consultants who assisted in structuring the financial operations decided by
the Board of Directors on December 3, 2008, including the proposed ORANE-BSA issue. The fees incurred by BlueBay
in relation to the December 2007 ORANE issue amounted to €900,000 (excluding VAT) and the fees incurred by
BlueBay in relation to the proposed ORANE-BSA issue are estimated at approximately €300,000 (excluding VAT).
An expense of €800,000 was recorded in the financial statements for the year ended March 31, 2009 (in addition to the
provision of €400,000 set aside at March 31, 2008) and the Company paid the entire amount due, i.e. €1,200,000.
Authorized by the Board of Directors on December 3, 2008.
Interested parties: Gina Germano, BlueBay High Yield Investments (Luxembourg) SARL, represented by Eli
Muraidekh, and BlueBay Asset Management, represented by Jeff Lapin.
5.4. GRANT OF SHAREHOLDER LOANS BY BLUEBAY
The Board of Directors authorized the grant of two shareholder loans by BlueBay:
1) BlueBay undertook to grant the Company a shareholder loan of approximately €46.8 million, maturing on
December 31, 2009, in the event that negotiations to extend the maturity of all or part of the credit facility granted to the
Company under the Credit Facility Agreement signed on April 21, 2006 with, inter alia, Banc of America Securities
Limited, had not completed by February 28, 2009.
The foregoing agreement had no effect on the financial statements for the year ended March 31, 2009.
2) BlueBay undertook to grant the Company a shareholder loan of €15 million, from February 28, 2009, in the event that
the Company‟s strategic partnership with Namco Bandai Games Europe SAS and the proposed factoring facility had not
been set up by said date.
The Company secured the additional €15 million credit facility but no draw-downs were made in fiscal year 2008-2009. It
recorded an expense of €290,000 in the financial statements for the year ended March 31, 2009 corresponding to the
annual 6% lending fee.
Authorized by the Board of Directors on December 3, 2008.
Interested parties: Gina Germano, BlueBay High Yield Investments (Luxembourg) SARL, represented by Eli
Muraidekh, and BlueBay Asset Management, represented by Jeff Lapin.
5.5. GRANT OF A BRIDGING LOAN BY BLUEBAY TO FINANCE THE COMPANY'S ACQUISITION OF CRYPTIC
The Board of Directors authorized the grant of a €30 million bridging loan to the Company by BlueBay in order to finance
the purchase of Cryptic Studios Inc. (price and transaction fees) and meet Cryptic‟s working capital requirements.
The Company recorded an expense of €509,923 corresponding to interest at 15% and of €900,000 representing the flat
loan arrangement fee.
Authorized by the Board of Directors on December 3, 2008.
Interested parties: Gina Germano, BlueBay High Yield Investments (Luxembourg) SARL, represented by Eli
Muraidekh, and BlueBay Asset Management, represented by Jeff Lapin.
5.6. PLEDGE OF CRYPTIC SHARES IN FAVOR OF BLUEBAY
One of the conditions for granting and maintaining the bridging loan referred to in paragraph 5.5 above was that the
Cryptic Studios Inc. shares purchased by the Company be pledged, under an agreement governed by American law, in
favor of The BlueBay Value Recovery (Master) Fund Limited, acting in the name and on behalf of the lenders (The
BlueBay Value Recovery (Master) Fund Limited and The BlueBay Multi-Strategy (Master) Fund Limited). This pledge
represents the security interest referred to in paragraph 5.11 of this report.
The Board of Directors authorized the grant of the security, consisting in the pledge of Cryptic Studios Inc. shares to The
BlueBay Value Recovery (Master) Fund Limited.
The foregoing agreement had no effect on the financial statements for the year ended March 31, 2009.
Authorized by the Board of Directors on December 3, 2008.
Interested parties: Gina Germano, BlueBay High Yield Investments (Luxembourg) SARL, represented by Eli
Muraidekh, and BlueBay Asset Management, represented by Jeff Lapin.