TiVo 2015 Annual Report Download - page 22

Table of Contents
We have indebtedness which could adversely affect our financial position.
As of
December 31, 2015 , we had total debt with a par value of $1,034.5 million , including $689.5 million under our Term Loan Facility B and $345.0
million under our 2020 Convertible Notes. Our Term Loan Facility B is guaranteed by us and certain of our domestic and foreign subsidiaries and is secured
by substantially all of our, the subsidiary guarantors and the co - borrowers' assets. Our indebtedness may:
Our ability to meet our debt service obligations will depend on our future performance, which will be subject to financial, business, and other
factors affecting its operations, many of which are beyond our control.
Covenants in our debt agreements restrict our business in many ways and if we do not effectively manage our covenants, our financial condition and
results of operations could be adversely affected.
Our
Term Loan Facility B contains various covenants that limit our ability and/or our restricted subsidiaries' ability to, among other things:
A breach of any of these covenants could result in a default under our
Term Loan Facility B and/or our other indebtedness, which could in turn
result a substantial portion of our indebtedness becoming due prior to its scheduled maturity date. In such event, we may be unable to repay all of the
amounts that would become due under our indebtedness. If we were unable to repay those amounts, the lenders under our
Term Loan Facility B could
proceed against the collateral granted to them to secure that indebtedness. In any case, if a significant portion of our debt was accelerated, we might be
forced to seek bankruptcy protection.
We may not be able to generate sufficient cash to service our debt obligations.
Our ability to make payments on and to refinance our indebtedness will depend on our financial and operating performance, which is subject to
prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may be unable to maintain a
level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and
capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be
successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face
substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our
Term
Loan Facility B restricts our ability to dispose of assets, use the proceeds from any disposition of assets and refinance our indebtedness. We may not be
able to consummate those dispositions or to maximize the proceeds that we could realize from them and these proceeds may not be adequate to meet any
debt service obligations then due.
In addition, borrowings under our
Term Loan Facility B are, and are expected to continue to be, at variable rates of interest and expose us to
interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed
remained the same, and our net income would decrease.
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limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;
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limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other
general business purposes;
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require us to use a substantial portion of our cash flow from operations to make debt service payments;
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limit our flexibility to plan for, or react to, changes in our business and industry;
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place us at a competitive disadvantage compared to our less leveraged competitors; and
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increase our vulnerability to the impact of adverse economic and industry conditions.
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incur or assume liens or additional debt or provide guarantees in respect of obligations of other persons;
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issue redeemable preferred stock;
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pay dividends or distributions or redeem or repurchase capital stock;
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prepay, redeem or repurchase certain debt;
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make loans, investments and capital expenditures;
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enter into agreements that restrict distributions from our subsidiaries;
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sell assets and capital stock of our subsidiaries;
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enter into certain transactions with affiliates; and
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consolidate or merge with or into, or sell substantially all of our assets to, another person.