ELN » Topics » Covenants

This excerpt taken from the ELN 6-K filed Mar 30, 2009.
Covenants
 
The agreements governing some of our outstanding long-term indebtedness contain various restrictive covenants that limit our financial and operating flexibility. The covenants do not require us to maintain or adhere to any specific financial ratios, however, they do restrict within certain limits our ability to, among other things:
 
•  Incur additional debt;
 
•  Create liens;
 
•  Enter into certain transactions with related parties;
 
•  Enter into certain types of investment transactions;
 
•  Engage in certain asset sales or sale and leaseback transactions;
 
•  Pay dividends or buy back our Ordinary Shares; and
 
•  Consolidate, merge with, or sell substantially all our assets to, another entity.

     
152
  Elan Corporation, plc 2008 Annual Report


Table of Contents

 
Notes to the Consolidated Financial Statements
 
 
The breach of any of these covenants may result in a default under the applicable agreement, which could result in the indebtedness under the agreement becoming immediately due and payable and may result in a default under our other indebtedness subject to cross-acceleration provisions.
 
Our debt covenants do not require us to maintain or adhere to any specific financial ratios. Consequently, the shareholders’ deficit of $223.4 million at 31 December 2008 has no impact on our ability to comply with our debt covenants.
 
This excerpt taken from the ELN 20-F filed Feb 26, 2009.
Covenants
 
The agreements governing some of our outstanding long-term indebtedness contain various restrictive covenants that limit our financial and operating flexibility. The covenants do not require us to maintain or adhere to any specific financial ratios, however, they do restrict within certain limits our ability to, among other things:
 
  •  Incur additional debt;
 
  •  Create liens;
 
  •  Enter into certain transactions with related parties;
 
  •  Enter into certain types of investment transactions;
 
  •  Engage in certain asset sales or sale and leaseback transactions;
 
  •  Pay dividends or buy back our Ordinary Shares; and
 
  •  Consolidate, merge with, or sell substantially all our assets to another entity.


122


Table of Contents

 
Elan Corporation, plc
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
 
The breach of any of these covenants may result in a default under the applicable agreement, which could result in the indebtedness under the agreement becoming immediately due and payable and may result in a default under our other indebtedness subject to cross acceleration provisions.
 
Our debt covenants do not require us to maintain or adhere to any specific financial ratios. Consequently, the shareholders’ deficit of $232.2 million at December 31, 2008 has no impact on our ability to comply with our debt covenants.
 
19.   Fair Value Measurements
 
This excerpt taken from the ELN 6-K filed Mar 31, 2008.
Covenants
 
The agreements governing some of our outstanding long-term indebtedness contain various restrictive covenants that limit our financial and operating flexibility. The covenants do not require us to maintain or adhere to any specific financial ratios, however, they do restrict within certain limits our ability to, among other things:
 
•  Incur additional debt;
 
•  Create liens;
 
•  Enter into certain transactions with related parties;
 
•  Enter into certain types of investment transactions;
 
•  Engage in certain asset sales or sale and leaseback transactions;
 
•  Pay dividends or buy back our Ordinary Shares; and
 
•  Consolidate, merge with, or sell substantially all our assets to, another entity.
 
The breach of any of these covenants may result in a default under the applicable agreement, which could result in the indebtedness under the agreement becoming immediately due and payable and may result in a default under our other indebtedness subject to cross acceleration provisions.
 
Our debt covenants do not require us to maintain or adhere to any specific financial ratios. Consequently, the shareholders’ deficit of $388.4 million at 31 December 2007 has no impact on our ability to comply with our debt covenants.
 
This excerpt taken from the ELN 20-F filed Feb 28, 2008.
Covenants
 
The agreements governing some of our outstanding long-term indebtedness contain various restrictive covenants that limit our financial and operating flexibility. The covenants do not require us to maintain or adhere to any specific financial ratios, however, they do restrict within certain limits our ability to, among other things:
 
  •  Incur additional debt;
 
  •  Create liens;
 
  •  Enter into certain transactions with related parties;
 
  •  Enter into certain types of investment transactions;
 
  •  Engage in certain asset sales or sale and leaseback transactions;
 
  •  Pay dividends or buy back our Ordinary Shares; and
 
  •  Consolidate, merge with, or sell substantially all our assets to, another entity.
 
The breach of any of these covenants may result in a default under the applicable agreement, which could result in the indebtedness under the agreement becoming immediately due and payable and may result in a default under our other indebtedness subject to cross acceleration provisions.
 
Our debt covenants do not require us to maintain or adhere to any specific financial ratios. Consequently, the shareholders’ deficit of $234.7 million at December 31, 2007 has no impact on our ability to comply with our debt covenants.


115


Table of Contents

 
Elan Corporation, plc
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
19.   Fair Value of Financial Instruments
 
Fair value is the amount at which a financial instrument could be exchanged in an arms-length transaction between informed and willing parties, other than in a forced or liquidation sale. Cash and cash equivalents and current investment securities are held at fair value on the Consolidated Balance Sheets.
 
This excerpt taken from the ELN 6-K filed Mar 30, 2007.
Covenants
 
The agreements governing some of our outstanding long-term indebtedness contain various restrictive covenants that limit our financial and operating flexibility. The covenants do not require us to maintain or adhere to any specific financial ratios, however, they do restrict within certain limits our ability to, among other things:
 
•  Incur additional debt;
 
•  Create liens;
 
•  Enter into certain transactions with related parties;
 
•  Enter into certain types of investment transactions;
 
•  Engage in certain asset sales or sale and leaseback transactions;
 
•  Pay dividends or buy back our Ordinary Shares; and
 
•  Consolidate, merge with, or sell substantially all our assets to, another entity.
 
116 Elan Corporation, plc 2006 Annual Report


Table of Contents

 
Notes to the Consolidated Financial Statements

 
The breach of any of these covenants may result in a default under the applicable agreement, which could result in the indebtedness under the agreement becoming immediately due and payable and may result in a default under our other indebtedness subject to cross acceleration provisions.
 
23  Accrued and Other Liabilities
 
Our accrued and other liabilities at 31 December consisted of the following:
 
             
    2006
  2005
    $m   $m
 
Non-current liabilities:
           
Deferred rent
    24.3     20.5
Restructuring accrual
        8.7
Other liabilities
    14.8     15.0
             
Non-current Liabilities
    39.1     44.2
             
 
             
    2006
  2005
    $m   $m
 
Current liabilities:
           
Payroll and related taxes
    42.9     43.3
Accrued interest
    33.5     29.5
Sales and marketing accruals
    23.3     16.5
Clinical trial accruals
    9.1     9.7
Restructuring accrual
    6.8     10.2
Fair value of derivatives
    4.4     6.7
Finance lease obligations—current
    3.0     5.5
Other accruals
    52.0     32.5
             
Current Liabilities
    175.0     153.9
             
 
This excerpt taken from the ELN 20-F filed Feb 28, 2007.
Covenants
 
The agreements governing some of our outstanding long-term indebtedness contain various restrictive covenants that limit our financial and operating flexibility. The covenants do not require us to maintain or adhere to any specific financial ratios, however, they do restrict within certain limits our ability to, among other things:
 
  •  Incur additional debt;
 
  •  Create liens;
 
  •  Enter into certain transactions with related parties;
 
  •  Enter into certain types of investment transactions;
 
  •  Engage in certain asset sales or sale and leaseback transactions;
 
  •  Pay dividends or buy back our Ordinary Shares; and
 
  •  Consolidate, merge with, or sell substantially all our assets to, another entity.
 
The breach of any of these covenants may result in a default under the applicable agreement, which could result in the indebtedness under the agreement becoming immediately due and payable and may result in a default under our other indebtedness subject to cross acceleration provisions.
 
19.   Fair Value of Financial Instruments
 
Fair value is the amount at which a financial instrument could be exchanged in an arms-length transaction between informed and willing parties, other than in a forced or liquidation sale. Cash and cash equivalents and current investment securities are held at fair value on the Consolidated Balance Sheets.


114


Table of Contents

 
Elan Corporation, plc
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
This excerpt taken from the ELN 6-K filed Mar 31, 2006.
Covenants
The agreements governing some of our outstanding indebtedness contain various restrictive covenants that limit our financial and operating flexibility. The covenants do not require us to maintain or adhere to any specific financial ratios, but they do restrict within certain limits our ability to, among other things:
Incur additional debt;
 
Create liens;
 
Enter into certain transactions with related parties;
 
Enter into certain types of investment transactions;
 
Engage in certain asset sales or sale and leaseback transactions;
 
Pay dividends; and
 
Consolidate, merge with, or sell substantially all our assets to, another entity.
The breach of any of these covenants may result in a default under the applicable agreement, which could result in the indebtedness under the agreement becoming immediately due and payable. Any such acceleration would result in default under other indebtedness subject to cross acceleration provisions.
22 Accrued and Other Liabilities
Our accrued and other liabilities at 31 December consisted of the following:
                 
    2005   2004
    $m   $m
 
Non-current liabilities:
               
Deferred rent
    20.5       17.3  
Restructuring accrual
    8.7       12.8  
Other liabilities
    15.0       16.1  
 
Non-current Liabilities
    44.2       46.2  
 
                 
    2005   2004
    $m   $m
 
Current liabilities:
               
Payroll and related taxes
    43.3       37.9  
Accrued interest
    29.5       31.8  
Clinical trial accruals
    9.7       27.7  
Restructuring accrual
    10.2       5.2  
Fair value of derivatives
    6.7        
Other accruals
    54.5       74.0  
 
Current Liabilities
    153.9       176.6  
 
This excerpt taken from the ELN 20-F filed Mar 30, 2006.
Covenants
 
The agreements governing some of our outstanding convertible and long-term indebtedness contain various restrictive covenants that limit our financial and operating flexibility. The covenants do not require us to maintain or adhere to any specific financial ratios, however, they do restrict within certain limits our ability to, among other things:
 
  •  Incur additional debt;
 
  •  Create liens;
 
  •  Enter into certain transactions with related parties;
 
  •  Enter into certain types of investment transactions;
 
  •  Engage in certain asset sales or sale and leaseback transactions;
 
  •  Pay dividends; and
 
  •  Consolidate, merge with, or sell substantially all our assets to, another entity.
 
The breach of any of these covenants may result in a default under the applicable agreement, which could result in the indebtedness under the agreement becoming immediately due and payable and may result in a default under our other indebtedness subject to cross acceleration provisions.


114


Table of Contents

 
Elan Corporation, plc
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
15.   Fair Value of Financial Instruments
 
Fair value is the amount at which a financial instrument could be exchanged in an arms-length transaction between informed and willing parties, other than in a forced or liquidation sale. Cash and cash equivalents and marketable securities are held at fair value on the Consolidated Balance Sheets.
 
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