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refinancing the existing financial indebtedness of the Company, which was effected on March 11 (the “Utilization Date”);
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funding the payment of accrued interest and other sums payable under the existing financial indebtedness of the Company; and
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funding the payment of fees, costs, expenses and interest incurred or payable by the Company or any subsidiary in connection with the Loans.
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certain financial covenants, including a net debt/adjusted EBITDA leverage ratio covenant (which may not exceed 5.00x);
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customary events of default;
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a change of control clause triggered when (i) Mr. Wang Jianlin and his family members (taken together) cease to be, directly or indirectly, the single largest beneficial shareholder of the
Dalian Wanda Group Co., Ltd. (the “Parent”); (ii) the Parent ceases to beneficially own (directly or indirectly) 100% of the issued share capital of any of Wanda Sports & Media and Infront International, or ceases to control any of
Wanda Sports & Media and Infront International; or (iii) the Parent ceases to beneficially own (directly or indirectly) 60% of the issued share capital of the Company, or ceases to control the Company;
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customary covenants, including restrictions on incurring additional indebtedness, making restricted payments (including dividends and other distributions), selling or otherwise disposing of
assets, making acquisitions, entering into mergers or corporate reconstructions, entering into transactions that are not on arm's length terms and a negative pledge; and
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a mandatory prepayment provision as to 50% of the outstanding Loans, triggered if an agreement for the sale of 100% of the shares of Wanda Sports Holdings (USA) Inc. (“WSH”), which is a
holding company for The IRONMAN Group, or a sale of all or substantially all of the assets of WSH (a “Disposal”), is not signed by the last day of the eighth month after the Utilization Date. In the event the Disposal is consummated,
the
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proceeds thereof will be applied to repay the CS Facility. There can be no assurance that a Disposal will occur or, if it does, as to the timing of the signing of such agreement or the
consummation of such Disposal.
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Exhibit No.
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Description
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99.1
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Wanda Sports Group Company Limited | |||
Date: March 17, 2020
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By:
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/s/ Honghui Liao | |
Name: Honghui Liao | |||
Title: Chief Financial Officer | |||