Reports to Holders. So long as any Notes are outstanding, the Issuers or the Parent Guarantor shall furnish to the Trustee: (a) within 120 days after the end of each of the Parent Guarantor’s fiscal year’s annual reports containing the following information: (a) audited consolidated balance sheets of the Parent Guarantor as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent fiscal years, including footnotes to such financial statements and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of the Parent Guarantor; and (d) material recent developments to the extent not previously reported; (b) within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Parent Guarantor’s quarterly reports containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year-to-date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Parent Guarantor, together with condensed footnote disclosure; (b) operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations of the Parent Guarantor and any material change between the current quarterly period and the corresponding period of the prior year; and (c) material recent developments to the extent not previously reported; and (c) promptly after the occurrence of any material acquisition, disposition or restructuring of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any change of the entire board of directors, chairman of the board of directors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent Guarantor, a press release containing a description of such event. In addition, the Issuers or the Parent Guarantor shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. The Issuers or the Parent Guarantor shall also make available copies of all reports furnished to the Trustee (a) on the website of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency.
Appears in 5 contracts
Sources: Indenture (Ardagh Group S.A.), Indenture (Ardagh Group S.A.), Indenture (Ardagh Finance Holdings S.A.)
Reports to Holders. So long as any Notes are outstanding, the Issuers or the Parent Guarantor shall furnish to the Trustee:
(a) : within 120 days after the end of each of the Parent Guarantor’s fiscal year’s annual reports containing the following information: (a) audited consolidated balance sheets of the Parent Guarantor as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent fiscal years, including footnotes to such financial statements and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of the Parent Guarantor; and (d) material recent developments to the extent not previously reported;
(b) ; within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Parent Guarantor’s quarterly reports containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year-to-date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Parent Guarantor, together with condensed footnote disclosure; (b) operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations of the Parent Guarantor and any material change between the current quarterly period and the corresponding period of the prior year; and (c) material recent developments to the extent not previously reported; and
(c) and promptly after the occurrence of any material acquisition, disposition or restructuring of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any change of the entire board Board of directorsDirectors, chairman of the board Board of directorsDirectors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent Guarantor, a press release containing a description of such event. In addition, the Issuers or the Parent Guarantor shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. The Issuers or the Parent Guarantor shall also make available copies of all reports furnished to the Trustee (a) on the website of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency.
Appears in 2 contracts
Sources: Indenture (Ardagh Group S.A.), Indenture (Ardagh Group S.A.)
Reports to Holders. (a) So long as any Notes are outstanding, the Issuers or the Parent Guarantor Issuer shall furnish to the TrusteeTrustee and shall make available to potential investors:
(ai) within 120 days after following the end of each of the Parent GuarantorIssuer’s fiscal year’s years, an annual reports report containing the following informationinformation with a level of detail that is substantially comparable and similar in scope to this Offering Memorandum: (a) audited combined or consolidated balance sheets of the Parent Guarantor Issuer as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent Guarantor Issuer for the two most recent fiscal years, in each case prepared in accordance with GAAP, including complete footnotes to such financial statements and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) pro forma income statement and balance sheet information, together with explanatory footnotes, for any material acquisitions or dispositions (including, without limitation, any acquisitions or disposition that, individually or in the aggregate when considered with all other acquisition or dispositions that have occurred since the beginning of the most recently completed fiscal year as to which such annual report relates, represent greater than 20% of the consolidated revenues, EBITDA, or assets of the Issuer on a pro-form basis) or recapitalizations that have occurred since the beginning of the most recently completed fiscal year as to which such annual report relates including appropriate footnotes to such financial statements; (c) an operating and financial review of the audited financial statements, including a discussion of the results of operationsoperations including a discussion of subscribers, churn and lines and a breakout of revenue and EBITDA for mass market voice, business, mass market internet and wholesale, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (cd) a description of the business industry, business, management and management shareholders of Invitel and the Parent GuarantorIssuer, all material affiliate transactions, Indebtedness and material financing arrangements and a description of all material contractual arrangements, including material debt instruments; and (de) risk factors and material recent developments to the extent not previously reporteddevelopments;
(bii) within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Parent GuarantorIssuer’s fiscal years, quarterly reports containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year-to-year to date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Parent GuarantorIssuer, together with condensed footnote disclosure; (b) pro forma income statement and balance sheet information, together with explanatory footnotes, for any material acquisitions or dispositions (including, without limitation, any acquisition or disposition that, individually or in the aggregate when considered with all other acquisitions or dispositions that have occurred since the beginning of the most recently completed fiscal quarter as to which such quarterly report relates, represents greater than 20% of the consolidated revenues, EBITDA or assets of the Issuer on a pro forma basis) or recapitalizations that have occurred since the beginning of the most recently completed fiscal quarter as to which such quarterly report relates; (c) an operating and financial review of the unaudited financial statementsstatements (including a discussion of subscribers, churn and lines and a breakout of revenue and EBITDA between for mass market voice, business, mass market internet and wholesale), including a discussion of the consolidated financial condition and results of operations of the Parent Guarantor Issuer and any material change between the current quarterly period and the corresponding period of the prior year; (d) material developments in the business of the Issuer and its Subsidiaries; (ce) financial developments and trends in the business in which the Issuer and its Subsidiaries are engaged; (f) material recent developments and any material changes to the extent not previously reported; andrisk factors disclosed in the most recent annual report with respect to the Issuer;
(ciii) promptly from time to time after the occurrence of any (a) a material acquisition, disposition or restructuring (including any acquisition or disposition that would require the delivery of pro forma financial information pursuant to clauses (a) or (b) above), (b) any senior management change at the Parent Guarantor and the Restricted SubsidiariesIssuer or Invitel, taken as a whole, or (c) any change of in the entire board of directors, chairman of the board of directors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent GuarantorIssuer, (d) any resignation or a member of the Board of Directors of the Issuer or Invitel as a result of a disagreement with the Issuer or Invitel, as applicable, (e) the entering into an agreement that shall result in a Change of Control or (f) any material events that the Issuer or Invitel announces publicly, in each case, a press release report containing a description of such event. events; and
(iv) so long as the Existing High Yield Notes are outstanding, any information provided to holders of the Existing High Yield Notes pursuant to Section 4.21 of the indenture dated April 27, 2007, as amended and supplemented from time to time, relating to the Existing High Yield Notes.
(b) In addition, the Issuers or the Parent Guarantor Issuer shall furnish to the Holders of the Notes and to prospective investors, upon the requests request of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. .
(c) If any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries, then the annual and quarterly financial information referred to in Section 4.21(a)(i) and Section 4.21(a)(ii) shall include a reasonably detailed presentation, either on its face or in the footnotes thereto, and in the operating and financial review, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries, in each case, separate from the financial condition and results of operations of the Issuer’s Unrestricted Subsidiaries.
(d) The Issuers or the Parent Guarantor Issuer shall also make available copies of all reports furnished to the Trustee (ai) on the website of the Ardagh group of companies and Issuer’s website; (bii) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency; and (iii) if and so long as the Notes are admitted to listing on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules and regulations of the Luxembourg Stock Exchange so require, copies of such reports furnished to the Trustee shall also be made available at the specified office of the Luxembourg Paying Agent.
Appears in 2 contracts
Sources: Indenture (Invitel Holdings a/S), Indenture (Invitel Holdings a/S)
Reports to Holders. So long as any Notes are outstanding, the Issuers shall deliver or the Parent Guarantor shall furnish cause to be delivered without cost to the TrusteeTrustee and each Holder:
(a) within 120 100 days after the end of each fiscal year of the Parent Guarantor’s fiscal year’s annual reports containing the following information: Company:
(ai) audited year-end consolidated balance sheets financial statements of the Parent Guarantor as Company and its subsidiaries (including balance sheets, statements of the end of the two most recent fiscal years and audited consolidated income statements and operations, statements of cash flow of flows and other financial data substantially consistent in form and substance with the Parent Guarantor for financial data set forth in the two most recent fiscal yearsOffering Circular), including complete footnotes to such financial statements and also including a footnote showing consolidating financial information for all non-guarantor Subsidiaries (on a combined basis), if any, and the report of the Parent Guarantor’s independent auditors on the financial statements; , in each case prepared in accordance with GAAP;
(bii) an operating a management’s discussion and analysis of financial review condition and results of operations for the audited financial statements, Company (including a discussion of the results of operations, financial condition condition, and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies) with respect to such period, substantially consistent in form and substance with the management’s discussion and analysis of financial condition and results of operations set forth in the Offering Circular; and
(ciii) a description with respect to any Significant Acquisition or Disposition consummated more than 90 days prior to the date such information is furnished, pro forma and historical financial statements (including balance sheets, statements of operations, statements of cash flows and other financial data substantially consistent, in the case of historical financial statements, in form and substance with the financial information set forth in the Offering Circular), including complete footnotes to such pro forma and historical financial statements, with respect to the business or assets constituting such Significant Acquisition or Disposition for the two most recent fiscal years and management of the Parent Guarantorany interim fiscal quarters; and (d) material recent developments to the extent not previously reported;and
(b) within 60 45 days following after the end of each of the first three fiscal quarters in of each fiscal year of the Parent Guarantor’s Company:
(i) unaudited quarterly reports containing the following information: (a) an unaudited condensed consolidated balance sheet as financial statements of the end of such quarter Company and unaudited condensed its subsidiaries (including balance sheets, statements of income operations, statements of cash flows and cash flow other financial data substantially consistent in form and substance with the financial data set forth in the Offering Circular), including complete footnotes to such financial statements and also including a footnote showing consolidating financial information for the quarterly and yearall non-to-date periods ending guarantor Subsidiaries (on the unaudited condensed balance sheet datea combined basis), if any, and the comparable prior year periods for report of the Parent Guarantorindependent auditors on the financial statements (if required by the SEC or the Public Company Accounting Oversight Board with respect to interim financial statements filed by companies subject to the reporting requirements of the Exchange Act as if the Company were so subject), together in each case prepared in accordance with condensed footnote disclosure; (b) operating GAAP, and financial with a review of such financial statements having been conducted by the unaudited financial statementsCompany’s independent auditors in accordance with Statement of Auditing Standards 100, including or any similar successor provision;
(ii) a management’s discussion and analysis of the consolidated financial condition and results of operations for the Company (including a discussion of the Parent Guarantor results of operations, financial condition, and any liquidity and capital resources, and a discussion of material change between commitments and contingencies and critical accounting policies) with respect to such period, substantially consistent in form and substance with the current quarterly period management’s discussion and analysis of financial condition and results of operations set forth in the corresponding period of the prior year; and (c) material recent developments to the extent not previously reportedOffering Circular; and
(ciii) promptly after with respect to any Significant Acquisition or Disposition consummated more than 90 days prior to the occurrence date such information is furnished, pro forma and historical financial statements (including balance sheets, statements of operations, statements of cash flows and other financial data substantially consistent, in the case of historical financial statements, in form and substance with the financial information set forth in the Offering Circular), including complete footnotes to such pro forma and historical financial statements, with respect to the business or assets constituting such Significant Acquisition or Disposition for the two most recent fiscal years and any material acquisition, disposition or restructuring of the Parent Guarantor interim fiscal quarters. The Company (and the Restricted Subsidiaries, taken as a whole, or any change management of the entire board Parent) shall use their best efforts to participate in quarterly conference calls to discuss results of directors, chairman of the board of directors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent Guarantor, a press release containing a description of such eventoperations with Holders. In addition, the Issuers or the Parent Guarantor shall furnish to the for so long as any Notes remain outstanding, Holders and prospective purchasers that are “qualified institutional buyers” (as that term is defined in Rule 144A under the Securities Act) shall have the right to prospective investorsobtain from the Issuers, upon request, the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. The Issuers or the Parent Guarantor shall also make available copies of all reports furnished to the Trustee (a) on the website of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency.
Appears in 2 contracts
Sources: Indenture (Douglas Dynamics, Inc), Indenture (Douglas Dynamics, Inc)
Reports to Holders. So long as any Notes are outstanding, the Issuers or the Parent Guarantor shall furnish to the TrusteeHolders:
(a) within 120 days after the end of each of the Parent Guarantor’s fiscal year’s , annual reports containing the following informationinformation with a level of detail that is substantially comparable to the Target’s Form 20-F: (a) audited consolidated balance sheets sheet of the Parent Guarantor as of the end of the two most recent fiscal years year and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent fiscal years, including complete footnotes to such financial statements and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) pro forma income statement and balance sheet information, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal year, unless pro forma information has been provided in a previous report pursuant to paragraph (b)(ii) below (provided that such pro forma financial information will be provided only to the extent available without unreasonable expense, in which case, the Parent Guarantor will provide, in the case of a material acquisition, acquired company financial statements); (c) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of a material commitments and contingencies and critical accounting policies; (cd) a description of the business business, management and management shareholders of the Parent Guarantor, all material affiliate transactions and a description of all material contractual arrangements, including material debt instruments; and (de) material risk factors and material recent developments to the extent not previously reporteddevelopments;
(b) within 60 days following the end of the fiscal quarter in each of the first three fiscal quarters quarter in each fiscal year of the Parent Guarantor’s , quarterly reports containing the following information: (ai) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year-to-year to date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Parent Guarantorperiods, together with condensed footnote disclosuredisclosure or such lesser financial information that would be required in a report on Form 10-Q; (bii) pro forma income statement and balance sheet information, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal quarter, provided that such pro forma financial information will be provided only to the extent available without unreasonable expense, in which case, the Parent Guarantor will provide, in the case of a material acquisition, acquired company financials or such lesser financial information that would be required in a report on Form 10-Q; (iii) an operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition material commitments and results of operations of the Parent Guarantor contingencies and any material change between the current quarterly period and the corresponding period of the prior yearchanges in critical accounting policies; and (civ) material recent developments and any material changes to the extent not previously reportedrisk factors disclosed in the most recent annual report; and
(c) promptly after the occurrence of any a material acquisition, disposition disposition, restructuring or restructuring of change in accountants or any other material event that the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any change of the entire board of directors, chairman of the board of directors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent Guarantorannounces publicly, a press release report containing a description of such event; provided, however, that the reports set forth in clauses (a), (b) and (c) above shall not be required to (i) contain any reconciliation to U.S. generally accepted accounting principles, (ii) include separate financial statements for any Subsidiary Guarantors or non-guarantor Subsidiaries of the Company or certifications or exhibits required to be filed with reports filed with the SEC. At any time that any of the Parent Guarantor’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in the review of the financial conditions and results of operations of the Parent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guarantor. All financial statement information required under this covenant (a) shall be prepared on a consistent basis in accordance with generally accepted accounting principles as in effect from time to time in the United States (or such other jurisdiction as may be selected in good faith by the Parent Guarantor from time to time) and (b) from and after such time as such principles vary from GAAP in a material manner, shall be accompanied by a reconciliation to GAAP. In addition, the Issuers or the Parent Company and each Guarantor shall will furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. The Issuers or the Parent Guarantor shall also make available copies of all reports furnished to the Trustee (a) on the website of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency.
Appears in 2 contracts
Sources: Senior Unsecured Facility Agreement (TPG Advisors IV, Inc.), Senior Secured Facility Agreement (TPG Advisors IV, Inc.)
Reports to Holders. So long as any Notes are outstanding, the Issuers or the Parent Guarantor shall furnish to the Trustee:
(a) within 120 days after the end of each of the Parent Guarantor’s fiscal year’s annual reports containing the following information: (a) audited consolidated balance sheets of the Parent Guarantor as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent fiscal years, including footnotes to such financial statements and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of the Parent Guarantor; and (d) material recent developments to the extent not previously reported;
(b) within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Parent Guarantor’s quarterly reports containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year-to-year to date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Parent Guarantor, together with condensed footnote disclosure; (b) operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations of the Parent Guarantor and any material change between the current quarterly period and the corresponding period of the prior year; and (c) material recent developments to the extent not previously reported; and
(c) promptly after the occurrence of any material acquisition, disposition or restructuring of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any change of the entire board of directors, chairman of the board of directors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent Guarantor, a press release containing a description of such event. In addition, the Issuers or the Parent Guarantor shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. The Issuers or the Parent Guarantor shall also make available copies of all reports furnished to the Trustee (a) on the website of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency.
Appears in 2 contracts
Sources: Secured Indenture (Ardagh Finance Holdings S.A.), Senior Indenture (Ardagh Finance Holdings S.A.)
Reports to Holders. So (a) As long as any Notes are outstanding, the Issuers or the Parent Guarantor shall Issuer will furnish to the Trustee:Trustee (who, at the Issuer’s expense will furnish by mail to the Holders):
(a1) within 120 days after the end of each of the Parent Guarantor’s fiscal year’s year beginning with the fiscal year ending August 31, 2015, annual reports containing (i) the following information: (a) audited consolidated balance sheets sheet of the Parent Guarantor as of the end of the two most recent fiscal years year and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent two fiscal years, including appropriate footnotes to such financial statements statements, for and as of the end of such fiscal years and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of the Parent Guarantor; statements and (dii) material recent developments to the extent not previously reportedcalculations of Consolidated EBITDA and Consolidated Interest Expense, in each case, for such fiscal year;
(b2) within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Parent Guarantor’s , quarterly reports financial statements containing the following information: (ai) an the Parent Guarantor’s unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and most recent quarter year-to-date periods period ending on the unaudited condensed balance sheet date, date and the comparable prior year periods for the Parent Guarantor, together with condensed footnote disclosure; (b) operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations of the Parent Guarantor and any material change between the current quarterly period and the corresponding period of the prior yearperiod; and (cii) material recent developments to calculations of Consolidated EBITDA and Consolidated Interest Expense, in each case, for the extent not previously reportedfour quarters ended with such fiscal quarter; and
(c3) promptly after the occurrence of a material event that the Parent Guarantor announces publicly or any material acquisition, disposition or restructuring of restructuring, merger or similar transaction that is material to the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any change of the entire board of directors, chairman of the board of directors, chief a senior executive officer or chief financial officer director changes at the Parent Guarantor or a change in auditors of the Parent Guarantor, a press release report containing a description of such event. In addition, the Issuers or ; provided that nothing in this clause (3) obligates the Parent Guarantor to provide historical or pro forma financial information in respect of any acquisitions of businesses to the extent that the Parent Guarantor has not previously provided the same information publicly.
(b) At any time that any of the Parent Guarantor’s subsidiaries are Unrestricted Subsidiaries and any such Unrestricted Subsidiary or a group of Unrestricted Subsidiaries, taken as a whole, constitutes a Significant Subsidiary of the Parent Guarantor, then the annual and quarterly financial information required by Sections 4.03(a)(1) and (2) hereof will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Parent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guarantor.
(c) The availability of the reports required by Section 4.03(a) and (b) above on the Commission’s ▇▇▇▇▇ database shall be deemed to satisfy the Issuer’s reporting obligations under such paragraphs.
(d) Subject to Sections 4.03(a) and (b) hereof, no report need include separate financial statements for any Guarantors or Non-Guarantor Subsidiaries or any disclosure with respect to the results of operations or any other financial or statistical disclosure not of a type included in the Offering Memorandum.
(e) The Issuer will furnish to the Holders and to prospective investors, upon the requests request of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so as long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. The Issuers or .
(f) All reports provided pursuant to this Section 4.03 will be made in the Parent Guarantor shall also make available copies of all reports furnished to the Trustee (a) on the website of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agencyEnglish language.
Appears in 1 contract
Reports to Holders. So long as any Notes are outstanding, The Issuer shall provide the Issuers or Trustee and the Parent Guarantor shall furnish to Principal Paying Agent and the TrusteeHolders of the Notes:
(a1) within 120 days after the end of each of the Parent Guarantor’s fiscal year’s annual reports containing the following information: (a) audited consolidated balance sheets of the Parent Guarantor as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent fiscal years, including footnotes to such financial statements and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of the Parent Guarantor; and (d) material recent developments to the extent not previously reported;
(b) within 60 180 days following the end of each fiscal year of the first three Issuer after the Issue Date, the annual consolidated financial statements (including the notes thereto) of the Issuer, prepared in accordance with IFRS and presented in the English language, and a report thereon by the Issuer’s certified independent accountants; and
(2) within 180 days following the end of the second fiscal quarters quarter in each fiscal year of the Parent Guarantor’s quarterly reports containing Issuer beginning with the following information: (a) an unaudited condensed second fiscal quarter ending after the Issue Date, the semi-annual consolidated balance sheet as financial statements of the end Issuer, prepared in accordance with IFRS and presented in the English language; provided that each annual and semi-annual financial statement shall include a “management discussion and analysis” or other report of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year-to-date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Parent Guarantor, together with condensed footnote disclosure; (b) operating and financial review management providing an overview in reasonable detail of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations and financial condition of the Parent Guarantor Issuer and any material change between its Subsidiaries; Concurrently with providing the current quarterly period Trustee, the Principal Paying Agent and the corresponding period Holders of the prior year; Notes with the information described above, the Issuer will post copies of such information on a web site maintained by the Issuer or provide substantially comparable public availability of such information. Delivery of reports, information and (c) material recent developments documents to the extent Trustee, the Principal Paying Agent and the Collateral Agent is for informational purposes only and their respective receipt of such reports shall not previously reported; and
(c) promptly after the occurrence constitute constructive notice of any material acquisitioninformation contained therein or determinable from information contained therein, disposition including the Issuer’s, the Guarantor’s or restructuring any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee, the Principal Paying Agent and the Collateral Agent, as applicable, are entitled to rely exclusively on Officer’s Certificates). None of the Parent Guarantor and Trustee, the Restricted SubsidiariesPrincipal Paying Agent or the Collateral Agent shall be obligated to monitor or confirm, taken as on a wholecontinuing basis or otherwise, the Issuer’s, the Guarantor’s or any change other Person’s compliance with the covenants contained herein or with respect to any reports or other documents filed under this Indenture. For so long as any of the entire board of directors, chairman of the board of directors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent Guarantor, a press release containing a description of such event. In additionNotes remain outstanding and constitute “restricted securities” under Rule 144, the Issuers or the Parent Guarantor shall Issuer will furnish to the Holders and to prospective investors, upon their request, the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act Act. The Issuer also will comply with the other provisions of Section 314(a) of the TIA. Within sixty (60) days after each March 15 beginning with the March 15 following the date of this Indenture, the Trustee shall mail to each Holder of Notes and each other Person specified in Section 313(c) of the TIA a brief report dated as of such March 15 that complies with Section 313(a) of the TIA to the extent required thereby. The Trustee also shall comply with Section 313(b) of the TIA. For so long as the Notes are not freely transferable under listed on the Luxembourg Stock Exchange Act by Persons who are not “affiliates” under and the Securities Actrules of that exchange so require, the above information will also be made available through the offices of the paying agent in Luxembourg. The Issuers or the Parent Guarantor shall also make available copies of all reports furnished to Issuer will notify the Trustee (a) and the Principal Paying Agent when any Notes are listed on the website any national securities exchange and of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agencydelisting.
Appears in 1 contract
Reports to Holders. So For so long as any Notes are the Securities remain outstanding, APSA will:
(1) Provide the Issuers or Trustee with the Parent Guarantor shall furnish to the Trusteefollowing reports:
(a) within 120 135 days after the end of each fiscal year of APSA (or, if later, the date on which APSA is required to deliver to the CNV financial statements for the relevant fiscal period), a copy of the Parent Guarantor’s fiscal year’s annual reports containing the following information: (a) audited consolidated balance sheets sheet of the Parent Guarantor APSA and its Subsidiaries as of the end of such year and the two most recent fiscal years related consolidated statements of income and audited consolidated income statements of shareholders’ equity and statements of cash flow of flows for such fiscal year, prepared in accordance with Argentine GAAP applied consistently throughout the Parent Guarantor for periods reflected therein (except as otherwise expressly noted therein), delivered in both the two most recent fiscal yearsEnglish and Spanish languages, including footnotes to such financial statements together with a “management’s discussion and the analysis” or other report of the Parent Guarantor’s independent auditors on the financial statements; (b) management providing an operating and financial review of the audited financial statements, including a discussion overview in reasonable detail of the results of operations, operations and financial condition of APSA and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of its Subsidiaries for the business and management of the Parent Guarantor; and (d) material recent developments to the extent not previously reportedperiods presented;
(b) within 60 sixty (60) days following after the end of each of the first three fiscal quarters in of each fiscal year of APSA (or, if later, the Parent Guarantor’s quarterly reports containing date on which APSA is required to deliver to the following information: (a) an CNV financial statements for the relevant fiscal period), a copy of the unaudited condensed consolidated balance sheet of APSA and its Subsidiaries as of the end of each such quarter and the related unaudited condensed consolidated statements of income and statements of shareholders’ equity and statements of cash flow flows for such quarter, prepared in accordance with Argentine GAAP applied consistently throughout the quarterly periods reflected therein (except as otherwise expressly noted therein), delivered in both the English and year-to-date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Parent GuarantorSpanish languages, together with condensed footnote disclosure; (b) operating a “management’s discussion and financial review analysis” or other report of management providing an overview in reasonable detail of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations and financial condition of APSA and its Subsidiaries for the Parent Guarantor and any material change between the current quarterly period and the corresponding period of the prior year; and (c) material recent developments to the extent not previously reportedperiods presented; and
(c) within 195 days after the end of each fiscal year of APSA, an English language version of APSA’s annual audited consolidated financial statements prepared in accordance with U.S. GAAP (or, if APSA is not preparing consolidated financial statements in accordance with U.S. GAAP, a reconciliation of APSA’s financial statements described in clause (a) above to U.S. GAAP), together with a “management’s discussion and analysis” thereof, in form and substance to the effect generally required of foreign private issuers subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; provided that, in the event APSA is no longer required to submit reports to the SEC, APSA shall not be required to provide a reconciliation of its financial statements to U.S. GAAP.
(2) Provide the Trustee with copies (including English translations of documents prepared in a language other than English) of certain material public filings made with any securities exchange or securities regulatory agency or authority promptly after the occurrence of any material acquisition, disposition or restructuring of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any change of the entire board of directors, chairman of the board of directors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent Guarantor, a press release containing a description of such event. In addition, the Issuers or the Parent Guarantor shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any information filing; provided that APSA will not be required to provide such copies of public filings which may be delivered pursuant to Rule 144A(d)(4) under obtained from the Securities Act so Commission via the ▇▇▇▇▇ System or its successor. So long as the Notes Securities are not freely transferable under listed on Euro MTF, the Exchange Act by Persons who are not “affiliates” under alternative market of the Securities Act. The Issuers or the Parent Guarantor shall also Luxembourg Stock Exchange, APSA will make available copies the information specified in clause (2) above at the specified office of all the Luxembourg Paying Agent for the Securities. Delivery of the above reports furnished and the information described in Section 3.12 to the Trustee (a) on is for informational purposes only and the website Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including APSA’s or any Subsidiary’s compliance with any of the Ardagh group of companies and covenants in this Indenture (b) through as to which the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agencyTrustee is entitled to rely exclusively on an Officer’s Certificate).
Appears in 1 contract
Sources: Indenture (Alto Palermo Sa Apsa)
Reports to Holders. So long as any Notes are outstanding, the Issuers or the Parent Guarantor Issuer shall furnish to the Trustee:
(a) within 120 days after the end of each of the Parent GuarantorIssuer’s fiscal year’s years annual reports containing the following information: (a) audited consolidated balance sheets of the Parent Guarantor Issuer as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent Guarantor Issuer for the two most recent fiscal years, including footnotes to such financial statements and the report of the Parent GuarantorIssuer’s independent auditors on the financial statements; (b) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of the Parent GuarantorIssuer; and (d) material recent developments to the extent not previously reported;
(b) within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Parent GuarantorIssuer’s quarterly reports containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year-to-date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Parent GuarantorIssuer, together with condensed footnote disclosure; (b) operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations of the Parent Guarantor Issuer and any material change between the current quarterly period and the corresponding period of the prior year; and (c) material recent developments to the extent not previously reported; and
(c) promptly after the occurrence of any material acquisition, disposition or restructuring of the Parent Guarantor Issuer and the Restricted Subsidiaries, taken as a whole, or any change of the entire board of directors, chairman of the board of directors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent GuarantorIssuer, a press release containing a description of such event. In addition, the Issuers or the Parent Guarantor Issuer shall furnish to the Holders holders of the Notes and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. The Issuers or the Parent Guarantor Issuer shall also make available copies of all reports furnished to the Trustee (a) on the website of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency.
Appears in 1 contract
Reports to Holders. So long as any Notes are outstanding, the Issuers or the Parent Guarantor shall furnish to the Trustee:
(a) within 90 days (or, in the case of the fiscal year ending December 31, 2016, 120 days days) after the end of each of the Parent Guarantor’s fiscal year’s year beginning with the fiscal year ending December 31, 2016, annual reports containing the following information: (a) audited consolidated balance sheets sheet of the Parent Guarantor as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two three most recent fiscal years, including complete footnotes to such financial statements and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) an operating pro forma income statement and balance sheet information of the Parent Guarantor, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal year as to which such annual report relates (unless such pro forma information has been provided in a previous report pursuant to clause (2) or (3) below) (provided that such pro forma financial review information shall be provided only to the extent available without unreasonable expense); (c) a management’s discussion and analysis of the audited financial statements, including a discussion of the results of operationsoperations (including a discussion by business segment), financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policiespolicies with a level of detail that is substantially consistent and similar in scope to the Offering Memorandum with such changes as are necessary or appropriate to reflect such changes to the business and operations of the Parent Guarantor since the date of the Offering Memorandum; (cd) a description of the business business, management and management shareholders of the Parent Guarantor, material affiliate transactions and material debt instruments; and (de) material risk factors and material recent developments developments; provided that any item of disclosure that complies in all material respects with the requirements applicable under Form 20-F under the Exchange Act for annual reports with respect to such item will be deemed to satisfy the extent not previously reportedParent Guarantor’s obligations under this clause (1) with respect to such item;
(b) within (i) 60 days following the end of each of the first three and third fiscal quarters in each fiscal year of the Parent Guarantor and (ii) 75 days following the end of each second fiscal quarter in each fiscal year of the Parent Guarantor’s , beginning with the fiscal quarter ending September 30, 2015, quarterly reports containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year-to-year to date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods (which may be presented on a pro forma basis) for the Parent Guarantor, together with condensed footnote disclosure; (b) operating pro forma income statement and balance sheet information of the Parent Guarantor, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal quarter as to which such quarterly report relates (unless such pro forma information has been provided in a previous report pursuant to sub-clause (a) or (c) of this clause (2); provided that such pro forma financial review information shall be provided only to the extent available without unreasonable expense); (c) a management’s discussion and analysis of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations of the Parent Guarantor and any material change between the current quarterly period and the corresponding period of the prior year; and (cd) material recent developments to the extent not previously reporteddevelopments; and
(c) promptly after the occurrence of any material acquisition, disposition or restructuring of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any change of the entire board of directors, chairman of the board of directors, chief senior executive officer or chief financial officer changes at the Parent Guarantor or change in auditors of the Parent GuarantorGuarantor or any other material event that the Parent Guarantor announces publicly, a press release report containing a description of such event. Contemporaneously with the furnishing of each such report discussed above, the Parent Guarantor will post such report to its website or on IntraLinks or any comparable password-protected online data system, which will require a confidentiality acknowledgement (but not restrict the recipients of such information in trading of securities of the Parent Guarantor or its Affiliates). Within ten Business Days of the furnishing of each such report discussed above, the Parent Guarantor will hold a conference call related to the report. Details regarding access to such conference call will be posted at least 24 hours prior to the commencement of such call on the website, IntraLinks or other online data system on which the report is posted. The annual report required by the preceding paragraph will include a presentation either on the face of the financial statements or in footnotes thereto of the assets and liabilities and operating results of the Guarantors separate from the assets and liabilities and operating results of the non-Guarantor Subsidiaries. In addition, the Issuers or if the Parent Guarantor shall furnish to has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Subsidiaries are Significant Subsidiaries, then the Holders quarterly and to prospective investors, upon the requests of such Holders, any annual financial information required to be delivered pursuant to Rule 144A(d)(4) under by the Securities Act so long as preceding paragraph will include a reasonably detailed presentation, either on the Notes are not freely transferable under face of the Exchange Act by Persons who are not “affiliates” under financial statements or in the Securities Act. The Issuers or footnotes thereto, of the financial condition and results of operations of the Parent Guarantor shall also make available copies and its Restricted Subsidiaries separate from the financial condition and results of all reports furnished to the Trustee (a) on the website operations of the Ardagh group Unrestricted Subsidiaries of companies and the Parent Guarantor. All financial statements shall be prepared in accordance with IFRS, except for any departures from IFRS requirements consistent with industry practice, as determined in good faith by the Board of Directors of the Parent Guarantor. Except as provided in the preceding sentence, all financial statements shall be prepared in accordance with IFRS on a consistent basis for the periods presented; provided, however, that the reports set forth in clauses (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency.1),
Appears in 1 contract
Reports to Holders. (a) So long as any Notes are outstanding, the Issuers or the Parent Guarantor shall Company will furnish to the TrusteeTrustee and the Holders:
(a1) within 120 105 days after the end of each fiscal year, annual reports of Trilogy LLC containing substantially all of the Parent Guarantor’s fiscal year’s annual reports containing information that would have been required to be contained in an Annual Report on Form 10-K under the following information: Exchange Act if Trilogy LLC had been a reporting company under the Exchange Act (a) audited consolidated balance sheets of the Parent Guarantor as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent fiscal years, including footnotes to such financial statements and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of the Parent Guarantor; and (d) material recent developments but only to the extent not previously reportedsimilar information is included or incorporated by reference in the Offering Memorandum), including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (B) audited financial statements prepared in accordance with GAAP and (C) a presentation of Consolidated EBITDA of Trilogy LLC and its Subsidiaries consistent with the presentation thereof in the Offering Memorandum and derived from such financial statements;
(b2) within 60 days following after the end of each of the first three fiscal quarters in of each fiscal year year, quarterly reports of Trilogy LLC containing substantially all of the Parent Guarantorinformation that would have been required to be contained in a Quarterly Report on Form 10-Q under the Exchange Act if Trilogy LLC had been a reporting company under the Exchange Act (but only to the extent similar information is included or incorporated by reference in the Offering Memorandum), including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (B) unaudited quarterly financial statements prepared in accordance with GAAP and reviewed pursuant to Statement on Auditing Standards No. 116 (or any successor provision) and (C) a presentation of Consolidated EBITDA of Trilogy LLC and its Subsidiaries consistent with the presentation thereof in the Offering Memorandum and derived from such financial statements; and
(3) within 5 Business Days after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the Exchange Act if Trilogy LLC had been a reporting company under the Exchange Act, current reports containing the following information: (a) an unaudited condensed consolidated balance sheet as substantially all of the end information that would have been required to be contained in a Current Report on Form 8-K under the Exchange Act if Trilogy LLC had been a reporting company under the Exchange Act; provided, however, that no such current report will be required to be furnished if Trilogy LLC determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial positions or prospects of the Guarantors, the Company and its Restricted Subsidiaries, taken as a whole. Notwithstanding the foregoing, so long as Trilogy LLC is controlled by the Parent, and the Parent is a publicly-traded holding company that also has no material operations of its own and only owns indirect interests in Trilogy LLC through its Wholly Owned Subsidiaries and other immaterial assets, the Company shall be deemed to have furnished to the Trustee and the Holders the information described under paragraphs (1), (2) and (3) above to the extent that the Parent (i) has complied with its reporting obligations under the Exchange Act (which may be satisfied pursuant to the SEC’s Multijurisdictional Disclosure System, so long as the Parent qualifies therefor), (ii) with respect to paragraphs (1) and (2) above, furnished financial statements prepared in accordance with GAAP, and (iii) with respect to clauses (1)(C) and (2)(C) above, has included a presentation of Consolidated EBITDA of Trilogy LLC and its Subsidiaries derived from the Parent’s Adjusted EBITDA as set forth in the Parent’s periodic report for such quarter and unaudited condensed statements period. At any time prior to the consummation of income and cash flow for a NuevaTel Transaction, the quarterly and yearannual reports required by the preceding paragraphs will include a reasonably detailed presentation (with not less than the same level of detail as included in the Parent’s most recent quarterly report on Form 6-toK filed with the SEC or most recent annual report on Form 20-date periods ending F filed with the SEC, in each case, on or prior to the Issue Date), either on the unaudited condensed balance sheet dateface of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the comparable prior year periods for financial condition and results of operations of Trilogy LLC’s Bolivia segment (unless and until the Parent Guarantoris not required by GAAP to so report on Trilogy LLC’s Bolivia segment in its financial statements). In addition, together with condensed footnote disclosure; (b) operating and financial review at any time that any of the unaudited financial statementsCompany’s Subsidiaries are Unrestricted Subsidiaries, including then the quarterly and annual reports required by the preceding paragraphs will include a discussion reasonably detailed presentation, either on the face of the consolidated financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition and results of operations of the Parent Guarantor Guarantors, the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Delivery of reports, information and documents to the Trustee is for informational purposes only and its receipt of such reports shall not constitute constructive notice of any material change between information contained therein or determinable from information contained therein, including the current Issuers’ and Guarantors’ compliance with any of their covenants hereunder or under the Notes (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuers’ and Guarantors’ compliance with the covenants in this Indenture or with respect to any reports or other documents filed with the SEC or E▇▇▇▇ or any website under this Indenture, or participate in any conference calls.
(b) So long as any Notes are outstanding, the Company will also:
(i) hold a quarterly period conference call (the access details for which will be posted on Trilogy LLC’s or the Parent’s website) with Holders, qualified prospective investors and securities analysts to discuss the information contained in the annual and quarterly reports required under Section 4.02(a)(1) and (2) (the “Financial Reports”), not later than ten Business Days following the time the Company furnishes such Financial Reports to the Trustee, such call to be the same quarterly investors’ call held by the Parent, so long as Trilogy LLC is controlled by the Parent, and the corresponding period Parent is a publicly-traded holding company that also has no material operations of the prior year; its own and (c) material recent developments to the extent not previously reportedonly owns indirect interests in Trilogy LLC through its Wholly Owned Subsidiaries and other immaterial assets; and
(cii) promptly after unless the occurrence of Notes are “freely tradable” by Holders pursuant to the exemption set forth in Rule 144 under the Securities Act, during any material acquisition, disposition period in which Trilogy LLC is not subject to and in compliance with Section 13 or restructuring 15(d) of the Parent Guarantor Exchange Act or does not file or furnish the periodic reports (with respect to Trilogy LLC not Parent) contemplated by such provisions pursuant to the terms of this Indenture, furnish to Holders and the Restricted Subsidiaries, taken as a whole, or any change prospective qualified purchasers of the entire board of directors, chairman of the board of directors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent Guarantor, a press release containing a description of Notes designated by such event. In addition, the Issuers or the Parent Guarantor shall furnish to the Holders and to prospective investorsHolders, upon the requests request of such HoldersHolders or such prospective purchasers, any the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. The Issuers or the Parent Guarantor shall also make available copies of all reports furnished to the Trustee (a) on the website of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency.
Appears in 1 contract
Reports to Holders. So long as any Notes are outstanding, the Issuers or the Parent Guarantor shall furnish to the Trustee:Trustee (who, at the Issuers’ or the Parent Guarantor’s expense, will furnish by mail to the Holders):
(a) within 120 days after following the end of each of the Parent Guarantor’s fiscal year’s annual reports containing the following information: (a) audited consolidated balance sheets of the Parent Guarantor as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent fiscal years, including footnotes an annual report containing substantially the same information as would be required to such financial statements be contained in an annual report filed with the Commission on Form 20-F (as in effect on the Issue Date) other than (i) the information required: under Item 3.A of Form 20-F entitled “Selected Financial Data”; Item 8 of Form 20-F entitled “Financial Information”; Item 9.A.4 of Form 20-F entitled “Offer and Listing Details” regarding the report price history of the Parent Guarantor’s independent auditors on the financial statementssecurities; (b) an operating and financial review Item 10 of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of Form 20-F entitled “Additional Information” regarding the Parent Guarantor’s share capital, constitutional documents and any material contracts to which the Parent Guarantor or the Restricted Subsidiaries are party other than contracts entered into in the ordinary course of business; Item 15 of Form 20-F entitled “Controls and Procedures” regarding internal disclosure controls and procedures; and Items 17 and 18 entitled “Financial Statements”; but including (dii) material recent developments annual audited balance sheets, statements of income, statements of shareholders equity, and statements of cash flows (with notes thereto) for (x) the Parent Guarantor and its Subsidiaries on a consolidated basis and (y) the Parent Guarantor and the Restricted Subsidiaries on a consolidated basis, in each case for the year then ended and the prior fiscal year and prepared in accordance with IFRS, which need not, however, contain any reconciliation to U.S. generally accepted accounting principles or otherwise comply with Regulation S-X of the extent not previously reportedCommission;
(b) within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Parent Guarantor’s fiscal years, quarterly reports containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed sheets, statements of income income, statements of shareholders equity and statements of cash flow flows for (i) the Parent Guarantor and its Subsidiaries on a consolidated basis and (ii) the Parent Guarantor and the Restricted Subsidiaries on a consolidated basis, in each case for the quarterly and year-to-date periods ending on the unaudited condensed balance sheet date, period then ended and the comparable corresponding quarterly period in the prior fiscal year periods for and prepared in accordance with IFRS, which need not, however, contain any reconciliation to U.S. generally accepted accounting principles or otherwise comply with Regulation S-X of the Parent GuarantorCommission, together with condensed footnote disclosure; (b) an operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations of the Parent Guarantor and any material change between the current for such quarterly period and the corresponding period of the prior year; and (c) material recent developments to the extent not previously reportedcondensed footnote disclosure; and
(c) promptly from time to time after the occurrence of an event required to be reported therein, such other reports containing substantially the same information required to be contained in Form 6-K (or any material acquisition, disposition or restructuring successor form) of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any change of the entire board of directors, chairman of the board of directors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent Guarantor, a press release containing a description of such eventCommission. In addition, the Issuers or the Parent Guarantor shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. The Issuers or the Parent Guarantor shall also make available copies of all reports furnished to the Trustee (a) on the Parent Guarantor’s website of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency.
Appears in 1 contract
Reports to Holders. So long as any Notes are outstanding, the Issuers or the Parent Guarantor shall furnish to the Trustee:
(a) within 120 days (or, if the SEC has granted a longer period for the reporting of equivalent information for companies required to make such public filings, such longer period as notified in writing to the Trustee by the Parent Guarantor or the Issuers) after the end of each of the Parent Guarantor’s fiscal year’s annual reports containing the following information: (a) audited consolidated balance sheets of the Parent Guarantor as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent fiscal years, including footnotes to such financial statements and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of the Parent Guarantor; and (d) material recent developments to the extent not previously reported;
(b) within 60 days (or, if the SEC has granted a longer period for the reporting of equivalent information for companies required to make such public filings, such longer period as notified in writing to the Trustee by the Parent Guarantor or the Issuers) following the end of each of the first three fiscal quarters in each fiscal year of the Parent Guarantor’s quarterly reports containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year-to-date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Parent Guarantor, together with condensed footnote disclosure; (b) operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations of the Parent Guarantor and any material change between the current quarterly period and the corresponding period of the prior year; and (c) material recent developments to the extent not previously reported; and
(c) promptly after the occurrence of any material acquisition, disposition or restructuring of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any change of the entire board Board of directorsDirectors, chairman of the board Board of directorsDirectors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent Guarantor, a press release containing a description of such event. In addition, the Issuers or the Parent Guarantor shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. The Issuers or the Parent Guarantor shall also make available copies of all reports furnished to the Trustee (a) on the website of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency.
Appears in 1 contract
Sources: Indenture (Ardagh Group S.A.)
Reports to Holders. So long as any Notes are outstanding, the Issuers or the The Parent Guarantor shall furnish to the Trustee:Trustee (who, at the expense of the Parent Guarantor, shall furnish by mail to the holders of the Notes):
(ai) within 120 days after following the end of each of the Parent Guarantor’s 's fiscal year’s annual reports containing years, information including "Selected Financial and Other Data", "Management's Discussion and Analysis of Operating Results and Financial Condition" and "Business" sections with scope and content substantially equivalent to the following information: corresponding sections of the Offering Memorandum (a) audited consolidated balance sheets after taking into consideration any changes to the business and operations of the Parent Guarantor as after the date of this Indenture), and audited consolidated income statements, balance sheets and cash flow statements and the related notes thereto, and the aggregate amount of the end Available Liquidity for the Parent Guarantor for and as of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of and, in each case in accordance with IFRS, which need not, however, contain any reconciliation to U.S. GAAP or otherwise comply with Regulation S-X under the Parent Guarantor for the two most recent fiscal yearsExchange Act ("Regulation S-X"), including footnotes to such financial statements and the together with an audit report of the Parent Guarantor’s independent auditors on the financial statements; (b) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of the Parent Guarantor; and (d) material recent developments to the extent not previously reportedthereon;
(bii) within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Parent Guarantor’s 's fiscal years, quarterly reports containing unaudited balance sheets, statements of income, statements of cash flows, and the following information: aggregate amount of the Available Liquidity for the Parent Guarantor on a consolidated basis, in each case for and as of the quarterly period then ended and the corresponding quarterly period in the preceding fiscal year, in each case prepared in accordance with IFRS, which need not, however, contain any reconciliation to U.S. GAAP or otherwise comply with Regulation S-X, together with a "Management's Discussion and Analysis of Operating Results and Financial Condition" section for such quarterly period and condensed footnote disclosure; and
(aiii) an unaudited condensed promptly from time to time after the occurrence of a material acquisition, disposition or restructuring, or any senior management change at the Parent Guarantor or any change in auditors, a report containing a description of such event and, in the case of a material acquisition or disposition that would constitute a Significant Subsidiary, financial statements of the acquired business and a pro forma consolidated balance sheet as and statement of operations of the end Parent Guarantor giving effect to the acquisition or disposition to the extent practicable utilizing available information (which need not be required to contain any U.S. GAAP information or otherwise comply with Regulation S-X).
(b) If any of such quarter the Parent Guarantor's Subsidiaries or Non-Subsidiary Affiliates are Unrestricted Group Members and unaudited condensed statements of income and in the aggregate have total assets or cash flow (using the methodology used for calculating Consolidated Total Assets or Consolidated Cash Flow, as the quarterly and year-to-date periods ending case may be) constituting, based on the unaudited condensed balance sheet date, and the comparable prior year periods for good faith determination of the Parent Guarantor, together with condensed footnote disclosure; (b) operating and financial review more than 5.0% of the unaudited Parent Guarantor's Consolidated Total Assets or Consolidated Cash Flow for the most recent four quarters preceding any annual or quarterly report, then the annual and quarterly financial statementsinformation referred to above will include a reasonably detailed presentation, including a discussion either on its face or in the footnotes thereto, of the consolidated financial condition and results of operations of the Parent Guarantor and any material change between its Restricted Group Members separate from the current quarterly period financial condition and the corresponding period results of operations of the prior year; and (c) material recent developments to the extent not previously reported; andParent Guarantor's Unrestricted Group Members.
(c) promptly after the occurrence of any material acquisition, disposition or restructuring of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any change of the entire board of directors, chairman of the board of directors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent Guarantor, a press release containing a description of such event. In addition, the Issuers or the Parent Guarantor shall furnish to the Holders holders and to prospective investors, upon their request, the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Exchange Securities Act by Persons who are not “"affiliates” " under the Securities Act. .
(d) The Issuers or the Parent Guarantor shall also make available copies of all reports furnished referred to in this section at the Trustee (a) on the website offices of the Ardagh group of companies and (b) principal Paying Agent, through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agencyagency and on the Group's corporate website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
(e) The Parent Guarantor shall not be deemed to have failed to comply with any of its obligations hereunder until 60 days after the date any report hereunder is due.
Appears in 1 contract
Sources: Indenture
Reports to Holders. (1) So long as any Notes are outstanding, the Issuers or the Parent Guarantor Issuer shall furnish to the Trustee:Trustee (who, at the Issuer’s expense shall, following a written request from a holder, furnish by mail to such holder of the Notes):
(a) within 120 days after the end of each of the Parent GuarantorIssuer’s fiscal year’s year beginning with the fiscal year ended 31 December 2009, annual reports containing the following informationcontaining: (ai) information with a level of detail that is substantially comparable in all material respects to the sections in the Offering Memorandum entitled “Risk Factors,” “Selected Consolidated Financial Data,” “Operating and Financial Review and Prospects,” “Business,” “Management,” “Related Party Transactions” and “Description of Other Debt;” and (ii) the audited consolidated balance sheets sheet of the Parent Guarantor Issuer as of at the end of the two most recent fiscal years year and audited consolidated income statements and statements of cash flow of the Parent Guarantor Issuer for the two most recent two fiscal years, including appropriate footnotes to such financial statements statements, for and as at the end of such fiscal years and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of the Parent Guarantor; and (d) material recent developments to the extent not previously reported;
(b) within 90 days following the end of the fiscal quarter ended 31 March 2010 and within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Parent Guarantor’s Issuer thereafter, quarterly reports financial statements containing the following information: (ai) an the Issuer’s unaudited condensed consolidated balance sheet as of at the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and most recent quarter year-to-date periods period ending on the unaudited condensed balance sheet date, date and the comparable prior year periods for the Parent Guarantorperiod, together with condensed footnote disclosure; and (bii) an operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations operations, financial condition, and material changes in liquidity and capital resources of the Parent Guarantor and any material change between the current quarterly period and the corresponding period of the prior year; and (c) material recent developments to the extent not previously reportedIssuer; and
(c) promptly after the occurrence of any a material event, acquisition, disposition or restructuring of the Parent Guarantor and the Restricted Subsidiariesdisposition, taken as a wholerestructuring, or any change of the entire board of directors, chairman of the board of directors, chief executive officer or chief financial officer senior management changes at the Parent Guarantor Issuer or a change in auditors of the Parent GuarantorIssuer, a press release report containing a description of such event. .
(2) In addition, the Issuers or the Parent Guarantor Issuer shall furnish to the Holders holders of the Notes and to prospective investors, upon the requests request of such Holdersholders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act for so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. .
(3) The Issuers or the Parent Guarantor Issuer shall also make available copies of all reports furnished to the Trustee Trustee: (a) on the website of the Ardagh group of companies and Issuer’s public website; (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency; and (c) if and so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and traded on the Euro MTF Market and to the extent that the rules of the Luxembourg Stock Exchange so require, copies of such reports furnished to the Trustee shall also be made available at the specified office of the paying agent in Luxembourg.
(4) No report need include separate financial statements for any Guarantors or non-Guarantor Subsidiaries of the Issuer or any disclosure with respect to the results of operations or any other financial or statistical disclosure not of a type included in the Offering Memorandum.
(5) At any time that any of the Issuer’s subsidiaries are Unrestricted Subsidiaries and any such Unrestricted Subsidiary or a group of Unrestricted Subsidiaries, taken as a whole, constitutes a Significant Subsidiary of the Issuer, then the quarterly and annual financial information required by the paragraph (1) of this Section 4.16 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer.
Appears in 1 contract
Sources: Indenture (InterXion Holding N.V.)
Reports to Holders. (a) So long as any Notes are outstanding, the Issuers or the Parent Guarantor shall will furnish to the Trustee:Trustee (who, at the Parent‟s expense, will furnish to Securityholders):
(a1) within 120 days after the end of each the Parent‟s fiscal year, annual reports containing:
(i) information with a scope that is substantially comparable in all material respects to the sections in the Offering Memorandum entitled “Risk Factors,” “Selected Historical Financial Information,” “Business,” “Management and Corporate Governance,” “Related Parties and Related Party Transactions” and “Description of Significant Indebtedness and Certain Financial Arrangements”; (ii) the audited consolidated balance sheet of the Parent Guarantor’s fiscal year’s annual reports containing and the following information: (a) audited consolidated balance sheets of the Parent Guarantor Issuer as of at the end of the two most recent fiscal years year and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent two fiscal years, including appropriate footnotes to such financial statements statements, and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of the Parent Guarantor; and (diii) information with a level of detail that is substantially comparable in all material recent developments respects to the extent not previously reportedsection in the Offering Memorandum entitled “Management‟s Discussion and Analysis of Financial Condition and Results of Operations;”
(b2) within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Parent Guarantor’s Parent, (i) quarterly reports financial statements containing the following information: (a) an Parent‟s unaudited condensed consolidated balance sheet as of at the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and most recent quarter year-to-to- date periods period ending on the unaudited condensed balance sheet date, date and the comparable prior year periods for the Parent Guarantorperiod, together with condensed footnote disclosure; disclosure and (bii) operating and financial review of with respect to the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations second fiscal quarter in each fiscal year of the Parent Guarantor and any material change between the current quarterly period information for such quarter and the corresponding year-to-date period with a level of the prior year; and (c) detail that is substantially comparable in all material recent developments respects to the extent not previously reported; section in the Offering Memorandum entitled “Management‟s Discussion and Analysis of Financial Condition and Results of Operations;” and
(c3) promptly after the occurrence of any a material event, acquisition, disposition disposition, restructuring, changes of the Chief Executive Officer, Chief Financial Officer, Director of Geology or restructuring General Counsel of the Parent Guarantor and the Restricted Subsidiaries, taken as or a whole, or any change of the entire board of directors, chairman of the board of directors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent GuarantorParent, a press release report containing a description of such event. .
(b) In additionaddition to the reports described in Section 4.02(a), the Issuers or the Parent Guarantor shall also furnish to the Holders Securityholders and to prospective investors, upon the requests request of such Holdersholders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act for so long as the Notes Securities are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. .
(c) Notwithstanding the foregoing, the reports set forth in Section 4.02(a) will not be required to
(i) contain any reconciliation to U.S. generally accepted accounting principles (or any replacement, in whole or in part, thereof), (ii) include separate financial statements for any Guarantors or non-Guarantors (or aggregate set of either thereof) or (iii) include any disclosure with respect to the results of operations or any other financial or statistical disclosure not of a type included in the Offering Memorandum.
(d) The Issuers or the Parent Guarantor shall also make available copies of all reports furnished to the Trustee Trustee: (a) on the Parent‟s public website of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency. In addition, if and so long as the Notes are listed on the Official List of the Irish Stock Exchange and traded on the Global Exchange Market and to the extent that the rules of the Irish Stock Exchange so require, copies of such reports furnished to the Trustee will also be made available at the specified office of the Paying Agent in Ireland, if appointed.
(e) At any time that any of the Parent‟s Subsidiaries are Unrestricted Subsidiaries and any such Unrestricted Subsidiary or a group of Unrestricted Subsidiaries, taken as a whole, constitutes a Significant Subsidiary of the Parent, then the annual financial information and the second fiscal quarter information, in each case, required by Section 4.02(a) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.
(f) All reports provided pursuant to this Section 4.02 shall be made in the English language.
Appears in 1 contract
Sources: Indenture
Reports to Holders. (a) So long as any Notes are outstanding, the Issuers or the Parent Guarantor shall Company will furnish to the TrusteeAdministrative Agent and the Holders:
(a1) within 120 105 days after the end of each fiscal year, annual reports of TIP containing substantially all of the Parent Guarantor’s fiscal year’s annual reports containing information that would have been required to be contained in an Annual Report on Form 10-K under the following information: Exchange Act if TIP had been a reporting company under the Exchange Act (a) audited consolidated balance sheets of the Parent Guarantor as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent fiscal years, including footnotes to such financial statements and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of the Parent Guarantor; and (d) material recent developments but only to the extent not previously reportedsimilar information is included or incorporated by reference in the 2021 Offering Memorandum and Consent Solicitation Statement (TIP Notes)), including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (B) audited financial statements prepared in accordance with GAAP and (C) a presentation of Consolidated EBITDA of TIP and its Subsidiaries consistent with the presentation thereof in the 2021 Offering Memorandum and Consent Solicitation Statement (TIP Notes) and derived from such financial statements;
(b2) within 60 days following after the end of each of the first three fiscal quarters in of each fiscal year year, quarterly reports of TIP containing substantially all of the Parent Guarantorinformation that would have been required to be contained in a Quarterly Report on Form 10-Q under the Exchange Act if TIP had been a reporting company under the Exchange Act (but only to the extent similar information is included or incorporated by reference in the 2021 Offering Memorandum and Consent Solicitation Statement (TIP Notes)), including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (B) unaudited quarterly financial statements prepared in accordance with GAAP and reviewed pursuant to Statement on Auditing Standards No. 116 (or any successor provision) and (C) a presentation of Consolidated EBITDA of TIP and its Subsidiaries consistent with the presentation thereof in the 2021 Offering Memorandum and Consent Solicitation Statement (TIP Notes) and derived from such financial statements; and
(3) within 5 Business Days after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the Exchange Act if TIP had been a reporting company under the Exchange Act, current reports containing the following information: (a) an unaudited condensed consolidated balance sheet as substantially all of the end information that would have been required to be contained in a Current Report on Form 8-K under the Exchange Act if TIP had been a reporting company under the Exchange Act; provided, however, that no such current report will be required to be furnished if TIP determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial positions or prospects of the Guarantors, the Company and its Restricted Subsidiaries, taken as a whole. Notwithstanding the foregoing, so long as TIP is controlled by the Parent, and the Parent is a publicly-traded holding company that also has no material operations of its own and only owns indirect interests in TIP through its Wholly Owned Subsidiaries and other immaterial assets, the Company shall be deemed to have furnished to the Administrative Agent and the Holders the information described under paragraphs (1), (2) and (3) above to the extent that the Parent (i) has complied with its reporting obligations under the Exchange Act (which may be satisfied pursuant to the SEC’s Multijurisdictional Disclosure System, so long as the Parent qualifies therefor), (ii) with respect to paragraphs (1) and (2) above, furnished financial statements prepared in accordance with GAAP, and (iii) with respect to clauses (1)(C) and (2)(C) above, has included a presentation of Consolidated EBITDA of TIP and its Subsidiaries derived from the Parent’s Adjusted EBITDA as set forth in the Parent’s periodic report for such quarter and unaudited condensed statements period. At any time prior to the consummation of income and cash flow for a NuevaTel Transaction, the quarterly and yearannual reports required by the preceding paragraphs will include a reasonably detailed presentation (with not less than the same level of detail as included in the Parent’s most recent quarterly report on Form 6-toK filed with the SEC or most recent annual report on Form 20-date periods ending F filed with the SEC, in each case, on or prior to the Effective Date), either on the unaudited condensed balance sheet dateface of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the comparable prior year periods for financial condition and results of operations of TIP’s Bolivia segment (unless and until the Parent Guarantoris not required by GAAP to so report on TIP’s Bolivia segment in its financial statements). In addition, together with condensed footnote disclosure; (b) operating and financial review at any time that any of the unaudited financial statementsCompany’s Subsidiaries are Unrestricted Subsidiaries, including then the quarterly and annual reports required by the preceding paragraphs will include a discussion reasonably detailed presentation, either on the face of the consolidated financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition and results of operations of the Parent Guarantor Guarantors, the Company and any material change between its Restricted Subsidiaries separate from the current quarterly period financial condition and the corresponding period results of operations of the prior year; Unrestricted Subsidiaries of the Company.
(b) So long as any Notes are outstanding, the Company will also hold a quarterly conference call (the access details for which will be posted on TIP’s or the Parent’s website) with Holders, qualified prospective investors and securities analysts to discuss the information contained in the annual and quarterly reports required under Section 4.02(a)(1) and (c2) material recent developments (the “Financial Reports”), not later than ten Business Days following the time the Company furnishes such Financial Reports to the extent not previously reported; and
(c) promptly after the occurrence of any material acquisitionAdministrative Agent, disposition or restructuring of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any change of the entire board of directors, chairman of the board of directors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent Guarantor, a press release containing a description of such event. In addition, the Issuers or the Parent Guarantor shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any information required call to be delivered pursuant to Rule 144A(d)(4) under the Securities Act same quarterly investors’ call held by the Parent, so long as TIP is controlled by the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. The Issuers or Parent, and the Parent Guarantor shall is a publicly-traded holding company that also make available copies has no material operations of all reports furnished to the Trustee (a) on the website of the Ardagh group of companies its own and (b) only owns indirect interests in TIP through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agencyits Wholly Owned Subsidiaries and other immaterial assets.
Appears in 1 contract
Sources: Note Purchase Agreement (Trilogy International Partners Inc.)
Reports to Holders. So long as any Notes are outstanding, the Issuers or the The Parent Guarantor shall furnish to the Trustee:Trustee (who, at the expense of the Parent Guarantor, shall furnish by mail to the holders of the Notes):
(ai) within 120 days after following the end of each of the Parent Guarantor’s fiscal yearyears, information including “Selected Financial and Other Data”, “Management’s annual reports containing Discussion and Analysis of Operating Results and Financial Condition” and “Business” sections with scope and content substantially equivalent to the following information: corresponding sections of the Offering Memorandum (a) audited consolidated balance sheets after taking into consideration any changes to the business and operations of the Parent Guarantor as after the date of this Indenture), and audited consolidated income statements, balance sheets and cash flow statements and the related notes thereto, and the aggregate amount of the end Available Liquidity for the Parent Guarantor for and as of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of and, in each case in accordance with IFRS, which need not, however, contain any reconciliation to U.S. GAAP or otherwise comply with Regulation S-X under the Parent Guarantor for the two most recent fiscal yearsExchange Act (“Regulation S-X”), including footnotes to such financial statements and the together with an audit report of the Parent Guarantor’s independent auditors on the financial statements; (b) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of the Parent Guarantor; and (d) material recent developments to the extent not previously reportedthereon;
(bii) within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Parent Guarantor’s fiscal years, quarterly reports containing unaudited balance sheets, statements of income, statements of cash flows, and the following information: (a) an unaudited condensed aggregate amount of the Available Liquidity for the Parent Guarantor on a consolidated balance sheet basis, in each case for and as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year-to-date periods ending on the unaudited condensed balance sheet date, period then ended and the comparable prior year periods for corresponding quarterly period in the Parent Guarantorpreceding fiscal year, in each case prepared in accordance with IFRS, which need not, however, contain any reconciliation to U.S. GAAP or otherwise comply with Regulation S-X, together with a “Management’s Discussion and Analysis of Operating Results and Financial Condition” section for such quarterly period and condensed footnote disclosure; and
(biii) operating and promptly from time to time after the occurrence of a material acquisition, disposition or restructuring, or any senior management change at the Parent Guarantor or any change in auditors, a report containing a description of such event and, in the case of a material acquisition or disposition that would constitute a Significant Subsidiary, financial review statements of the unaudited financial statements, including acquired business and a discussion of the pro forma consolidated financial condition balance sheet and results statement of operations of the Parent Guarantor and any material change between giving effect to the current quarterly period and the corresponding period of the prior year; and (c) material recent developments acquisition or disposition to the extent practicable utilizing available information (which need not previously reported; and
(c) promptly after the occurrence of any material acquisition, disposition or restructuring of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any change of the entire board of directors, chairman of the board of directors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent Guarantor, a press release containing a description of such event. In addition, the Issuers or the Parent Guarantor shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any information be required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. The Issuers contain any U.S. GAAP information or the Parent Guarantor shall also make available copies of all reports furnished to the Trustee (a) on the website of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agencyotherwise comply with Regulation S-X).
Appears in 1 contract
Sources: Indenture
Reports to Holders. So long as any Notes are outstanding, the Issuers or the Parent Guarantor shall furnish to the Trustee:
(a) within 120 days after the end of each of the Parent Guarantor’s fiscal year’s annual reports containing the following information: (a) audited consolidated balance sheets of the Parent Guarantor as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent fiscal years, including footnotes to such financial statements and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of the Parent Guarantor; and (d) material recent developments to the extent not previously reported;
(b) within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Parent Guarantor’s quarterly reports containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year-to-date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Parent Guarantor, together with condensed footnote disclosure; (b) operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations of the Parent Guarantor and any material change between the current quarterly period and the corresponding period of the prior year; and (c) material recent developments to the extent not previously reported; and
(c) promptly after the occurrence of any material acquisition, disposition or restructuring of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any change of the entire board Board of directorsDirectors, chairman of the board Board of directorsDirectors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent Guarantor, a press release containing a description of such event. In addition, the Issuers or the Parent Guarantor shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. The Issuers or the Parent Guarantor shall also make available copies of all reports furnished to the Trustee (a) on the website of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency.
Appears in 1 contract
Sources: Indenture (Ardagh Group S.A.)
Reports to Holders. So long as any Notes are outstanding, the Issuers or the Parent Guarantor shall furnish to the Trustee:
(a) within 120 days after the end of each of the Parent Guarantor’s fiscal year’s annual reports containing the following information: (a) audited consolidated balance sheets of the Parent Guarantor as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent fiscal years, including footnotes to such financial statements and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (c) a description of the business and management of the Parent Guarantor; and (d) material recent developments to the extent not previously reported;;
(b) within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Parent Guarantor’s quarterly reports containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year-to-date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Parent Guarantor, together with condensed footnote disclosure; (b) operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations of the Parent Guarantor and any material change between the current quarterly period and the corresponding period of the prior year; and (c) material recent developments to the extent not previously reported; and
(c) promptly after the occurrence of any material acquisition, disposition or restructuring of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any change of the entire board Board of directorsDirectors, chairman of the board Board of directorsDirectors, chief executive officer or chief financial officer at the Parent Guarantor or change in auditors of the Parent Guarantor, a press release containing a description of such event. In addition, the Issuers or the Parent Guarantor shall furnish to the Holders and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. The Issuers or the Parent Guarantor shall also make available copies of all reports furnished to the Trustee (a) on the website of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency.
Appears in 1 contract
Sources: Indenture (Ardagh Group S.A.)
Reports to Holders. So long as any Notes are outstanding, the Issuers or the Parent Guarantor shall furnish to the TrusteeHolders:
(a) within 120 days after the end of each of the Parent Guarantor’s 's fiscal year’s , annual reports containing the following informationinformation with a level of detail that is substantially comparable to the Target's Form 20-F: (a) audited consolidated balance sheets sheet of the Parent Guarantor as of the end of the two most recent fiscal years year and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent fiscal years, including complete footnotes to such financial statements and the report of the Parent Guarantor’s independent auditors on the financial statements; (b) pro forma income statement and balance sheet information, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal year, unless pro forma information has been provided i n a previous report pursuant to paragraph (b)(ii) below (provided that such pro forma financial information will be provided only to the extent available without unreasonable expense, in which case, the Parent Guarantor will provide, in the case of a material acquisition, acquired company financial statements); (c) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of a material commitments and contingencies and critical accounting policies; (cd) a description of the business business, management and management shareholders of the Parent Guarantor, all material affiliate transactions and a description of all material contractual arrangements, including material debt instruments; and (de) material risk factors and material recent developments to the extent not previously reporteddevelopments;
(b) within 60 days following the end of the fiscal quarter in each of the first three fiscal quarters quarter in each fiscal year of the Parent Guarantor’s , quarterly reports containing the following information: (ai) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year-to-year to date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Parent Guarantorperiods, together with condensed footnote disclosuredisclosure or such lesser financial information that would be required in a report on Form 10-Q; (bii) pro forma income statement and balance sheet information, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal quarter, provided that such pro forma financial information will be provided only to the extent available without unreasonable expense, in which case, the Parent Guarantor will provide, in the case of a material acquisition, acquired company financials or such lesser financial information that would be required in a report on Form 10-Q; (iii) an operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition material commitments and results of operations of the Parent Guarantor contingencies and any material change between the current quarterly period and the corresponding period of the prior yearchanges in critical accounting policies; and (civ) material recent developments and any material changes to the extent not previously reportedrisk factors disclosed in the most recent annual report; and
(c) promptly after the occurrence of any a material acquisition, disposition disposition, restructuring or restructuring of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, change in accountants or any change of the entire board of directors, chairman of the board of directors, chief executive officer or chief financial officer at other material event that the Parent Guarantor or change in auditors of the Parent GuarantorCompany announces publicly, a press release report containing a description of such event; provided, however, that the reports set forth in clauses (a), (b) and (c) above shall not be required to (i) contain any reconciliation to U.S. generally accepted accounting principles, (ii) include separate financial statements for any Subsidiary of the Parent Guarantor or certifications or exhibits required to be filed with reports filed with the SEC. At any time that any of the Parent Guarantor's Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in the review of the financial conditions and results of operations of the Parent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guarantor. All financial statement information required under this covenant (a) shall be prepared on a consistent basis in accordance with generally accepted accounting principles as in effect from time to time in the United States (or such other jurisdiction as may be selected in good faith by the Parent Guarantor from time to time) and (b) from and after such time as such principles vary from GAAP in a material manner, shall be accompanied by a reconciliation to GAAP. In addition, the Issuers or the Parent Company and each Guarantor shall will furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act. The Issuers or the Parent Guarantor shall also make available copies of all reports furnished to the Trustee (a) on the website of the Ardagh group of companies and (b) through the newswire service of Bloomberg, or, if Bloomberg does not then operate, any similar agency.
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