MTMY7 Jan 2019 11:13
It would only damage the bondholders if they don't agree, if Mtmy don't have the funds to buy the stake in Team Internet the original shareholders have the option to buy back all the shares at a 40% discount. Win for them lose for bond holders.
1.19.
Matomy faces risks relating to its increased investment in Team Internet
On 17 June 2014, Matomy and Team Internet’s shareholders entered into an agreement pursuant to which
Matomy, through its wholly-owned limited partnership Matomy Germany GmbH & Co. KG, agreed to
increase its shareholding in Team Internet from 20% to 70%. In addition, Team Internet’s shareholders have
the right to individually transfer all of their remaining shareholding in Team Internet (being 30% in
aggregate) to Matomy Germany GmbH & Co. KG in equal instalments of 10% in each of the periods
between 1 September 2016 and 31 August 2017, 1 September 2017 and 31 August 2018 and 1 September
2018 and 31 August 2019 (each, an ‘‘Exit Sale’’). The consideration for any further acquisition of Team
Internet’s shares will be an amount equal to 85% of Matomy’s market capitalisation on the date of the Exit
Sale divided by Matomy’s EBITDA for the preceding full four financial quarters, provided that such figure
shall be no less than 8, multiplied by the sum of (i) Team Internet’s EBITDA; plus (ii) the proportionate
positive EBITDA of the shares held by Team Internet in each of Matomy and any subsidiary of Team Internet
that is not consolidated into Team Internet’s audited financial information, in each case, for the 12-month
period prior to the date of the Exit Sale,
pro rata
for the portion of shares being sold. In the event Matomy
fails to pay the consideration for any such acquisition of Team Internet’s shares due to proven lack of funds,
Team Internet’s shareholders will be entitled to repurchase all of Matomy’s shares in Team Internet at a
discount of 40% of the original purchase price of such shares. In such a circumstance, Matomy would no
longer have any stake in Team Internet and its domain monetisation business would be severely curtailed.
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