Corporate Reorganization and Conversion of Atic, and Thailand Subsidiaries' Foreign Business License Applications
Atic and its subsidiary, Justpoint Investments S.L. (the "Spanish Subsidiary"), have each been formed under Spanish law as a private company with limited liability (sociedad limitada). As a result of certain restrictions under Spanish law related to the ability of such companies to provide guarantees of negotiable instruments, on the date of issuance of the Existing Notes, Atic and the Spanish Subsidiary were not able to provide a Guarantee and, on the date of issuance of the New Notes, Atic and the Spanish Subsidiary will not be able to provide a Guarantee. In order to provide a Guarantee, Atic intends to convert under Spanish law into a public company with limited liability (sociedad anónima) (the "Conversion") and, in connection with the Conversion, to effect a corporate reorganization (the "Reorganization") for tax reasons. We initiated the Conversion and Reorganization process in May 2012 but we have not completed this process. Unless and until such time as Atic provides a Guarantee following completion of the Reorganization and Conversion, (i) the indenture governing the Notes will limit the amount of indebtedness that Atic may incur to U.S.$1.0 million, (ii) Atic will not consensually secure any of its indebtedness and (iii) Atic will not make any restricted payments unless such payments are permitted investments under the indenture governing the Notes. The Spanish Subsidiary will remain a private company with limited liability, will not be a Subsidiary Guarantor and will be a non-guarantor restricted subsidiary under the indenture governing the Notes.