Report on ONO Midco, SAU and its subsidiaries as of December 31 ...

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“ONO Finance I” means ONO Finance plc, a public limited company under the laws of England and Wales, which is an independent, stand-alone special purpose vehicle. “ONO Finance II” means ONO Finance II plc, a public limited company with limited liability under the laws of Ireland which is an independent, stand-alone special purpose vehicle and the issuer of the Senior Notes issued in January 2011. “ONOMidco” means ONO Midco, S.A.U., a company incorporated under the laws of Spain, which wholly owns Cableuropa and is wholly owned by GCO. “Senior Facility” means the senior bank facility, dated as of October 27, 2005, among Cableuropa, as guarantor and borrower, and a series of international banks, as arrangers, and Société Générale, London Branch, as agent, as amended from time to time. “Senior Notes” means the Euro Notes and the Dollar Notes. “Senior Notes Indenture” means the indenture in respect of the Senior Notes. “Senior Secured Notes” refers to the $1,000 million 8.875% Senior Secured Notes due 2018 issued by Nara Cable Funding on February 2, 2012 as part of the February 2012 Refinancing; to the €300 million 8.875% Senior Secured Notes due 2018 issued by Nara Cable Funding on July 14, 2011, as part of the July 2011 Refinancing; and to the €700 million 8.875% Senior Secured Notes due 2018 issued by Nara Cable Funding on October 22, 2010 as part of the October 2010 Refinancing. “Senior Secured Notes Indentures” refers to the indentures in respect of the Senior Secured Notes. “Existing Notes Tranches” means the 2010 Notes Tranche, the 2011 Notes Tranche and the 2012 Notes Tranche. 6
CONTENTS INFORMATION ON THE COMPANY............................................................................................................................................. 8 RISK FACTORS ............................................................................................................................................................................... 15 OUR BUSINESS ............................................................................................................................................................................... 26 REGULATION ................................................................................................................................................................................. 44 SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ONOMIDCO ............................................ 55 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ONO MIDCO .................................................................................................................................................... 57 MANAGEMENT ............................................................................................................................................................................... 73 SHAREHOLDERS, BENEFICIAL OWNERS & OTHERS .......................................................................................................... 78 DESCRIPTION OF OTHER INDEBTEDNESS ............................................................................................................................ 83 FINANCIAL STATEMENTS .......................................................................................................................................................... 93 7
Page 1 and 2: Report on ONO Midc
Page 3 and 4: • Operating free cash flow do not
Page 5: • the effect of changes in the re
Page 9 and 10: RECENT DEVELOPMENTS Key operating e
Page 11 and 12: SUMMARY FINANCIAL INFORMATION AND O
Page 13 and 14: Reconciliation of EBITDA, operating
Page 15 and 16: RISK FACTORS In addition to other i
Page 17 and 18: We do not expect to generate suffic
Page 19 and 20: RISKS RELATING TO OUR BUSINESS We m
Page 21 and 22: altogether. In addition, the broadb
Page 23 and 24: evenues could be adversely affected
Page 25 and 26: • Regulations relating to accessi
Page 27 and 28: Wholesale & Other: We provide carri
Page 29 and 30: espectively), which stands in contr
Page 31 and 32: Our Products and Services We curren
Page 33 and 34: We offer all our broadband customer
Page 35 and 36: services, ranging from simple fixed
Page 37 and 38: coming years. For example, in June
Page 39 and 40: technology, although depending on O
Page 41 and 42: Supplier Network Equipment Next Gen
Page 43 and 44: not belonging to a group (following
Page 45 and 46: Telecommunications Law, the MIET ha
Page 47 and 48: The right to provide electronic com
Page 49 and 50: As holders of spectrum concessions
Page 51 and 52: A general provision against anticom
Page 53 and 54: programs and content in order to in
Page 55 and 56: SELECTED HISTORICAL CONSOLIDATED FI
Page 57 and 58:
MANAGEMENT’S DISCUSSION AND ANALY
Page 59 and 60:
aggregate price of these services p
Page 61 and 62:
Residential Services Residential re
Page 63 and 64:
Operating data in units % change Fi
Page 65 and 66:
Operating Expenses Our operating ex
Page 67 and 68:
Net Financial Expense Our net finan
Page 69 and 70:
Cash flows from investing activitie
Page 71 and 72:
Currency Risk While the vast majori
Page 73 and 74:
MANAGEMENT DIRECTORS AND SENIOR MAN
Page 75 and 76:
Starman AS, Elipso Finance and Vest
Page 77 and 78:
Víctor Guerrero is our Director of
Page 79 and 80:
The amounts and percentages of shar
Page 81 and 82:
filing and the court has to evaluat
Page 83 and 84:
DESCRIPTION OF OTHER INDEBTEDNESS T
Page 85 and 86:
Maturity: Tranche A and Tranche B m
Page 87 and 88:
the event that at the end of each C
Page 89 and 90:
Senior Secured Notes On October 22,
Page 91 and 92:
• Second, in payment of the follo
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Report on ONO Midco, SAU and its subsidiaries as of December 31 ...

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