Financial Reporting - Rexel
Financial Reporting - Rexel
Financial Reporting - Rexel
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• excludes expenses relating to employee profit sharing and any share based payments or the<br />
granting of share subscription options;<br />
• excludes restructuring costs relating to the integration of Hagemeyer and any other restructuring<br />
and/or acquisition costs relating to any other acquisitions,<br />
• adjusted to exclude the non-recurring impact on the Group’s consolidated EBITDA related to the<br />
price of copper in cables.<br />
Adjusted consolidated net debt means all financial debt (whether the interest with respect to such debt is<br />
paid or capitalized) converted to the average rate of the last 12 months when the debt is in a currency other<br />
than the euro:<br />
• less intra-group loans and transaction costs, as well as the financial charges accounted for as a<br />
result of the repayment of the debt outstanding under the previous facilities agreement;<br />
• plus all indebtedness relating to the issuance of securities that are not mandatorily redeemable into<br />
shares and any other amount relating to a loan under international accounting standards;<br />
• plus accrued interest (including capitalized interest), excluding interest accrued on intra-group loans;<br />
• minus cash and cash equivalents.<br />
Commitments<br />
Under the terms of the Senior Credit Agreement, <strong>Rexel</strong> must maintain the Pro Forma Leverage Ratio below<br />
the following levels on the dates indicated:<br />
Date<br />
Indebtedness<br />
Ratio<br />
December 31, 2011 …………………… 4.00:1<br />
June 30, 2012 …………………………. 3.75:1<br />
December 31, 2012 …………………… 3.50:1<br />
June 30, 2013 ………………………… 3.50:1<br />
December 31, 2013 ………………….. 3.50:1<br />
June 30, 2014 …………………………. 3.50:1<br />
As of December 31, 2011, this ratio was 2.40, in compliance with the provisions of the Senior Credit<br />
Agreement.<br />
Other undertakings<br />
The Senior Credit Agreement contains covenants relating to limits on capital expenditure and restrictions on<br />
dividend payments when the Leverage Ratio pro forma exceeds 4.00:1.<br />
Other covenants<br />
The Senior Credit Agreement contains certain covenants that restrict the capacity of Group companies,<br />
parties to that Agreement and certain subsidiaries from (i) granting security interests or warranties based on<br />
their assets; (ii) making loans to others; (iii) creating security interests; (iv) undertaking certain investments;<br />
(v) disposing of assets; or (vi) substantially changing the general nature of the Group’s business.<br />
Prepayment<br />
The Senior Credit Agreement contains certain covenants for total or partial acceleration of maturity,<br />
particularly in the event of a change of control of <strong>Rexel</strong>, the sale of all or a part of <strong>Rexel</strong>’s assets, payment<br />
default or in the event of accelerated maturity of other financial debt of certain Group entities (above<br />
established thresholds) or other events that are likely to have a significant negative effect on the obligations<br />
of borrowers and guarantors.<br />
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