LEI 10683 ATUALIZADA PDF

Exact name of registrant as specified in its charter. Securities registered or to be registered pursuant to Section 12 b of the Act:. Securities registered or to be registered pursuant to Section 12 g of the Act:. Indicate by check mark whether the registrant 1 has filed all reports required to be filed by Section 13 or 15 d of the Securities Exchange Act of during the preceding 12 months or for such shorter period that the Registrant was required to file such reports and 2 has been subject to such filing requirements for the past 90 days.

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Exact name of registrant as specified in its charter. Securities registered or to be registered pursuant to Section 12 b of the Act:. Securities registered or to be registered pursuant to Section 12 g of the Act:. Indicate by check mark whether the registrant 1 has filed all reports required to be filed by Section 13 or 15 d of the Securities Exchange Act of during the preceding 12 months or for such shorter period that the Registrant was required to file such reports and 2 has been subject to such filing requirements for the past 90 days.

Indicate by check mark which financial statement item the registrant has elected to follow:. ITEM 1. GAAP, and translated into U. Unless otherwise specified, certain amounts stated in this Form F in U.

These translations should not be construed as a representation that reais could have been converted into U. Data concerning total cable subscribers, total subscription television subscribers and total penetration rates in Brazil as of December 31, are based on Pay-TV Survey No. While we believe these estimates to be reasonable, we cannot assure you of their accuracy. This Form F contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of , as amended, or the Exchange Act, that are intended to enhance your ability to assess our future financial performance.

Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, our actual results could be materially different from the beliefs we express in our forward-looking statements.

The following uncertainties, among others, may have such an impact:. The selected consolidated statement of operations data for each of the three years in the period ended December 31, and the selected consolidated balance sheet data as of December 31, and set forth below are derived from our audited consolidated financial statements included elsewhere in this Form F.

Statement of operations data for the years ended December 31, and and the balance sheet data as of December 31, , and are derived from our previously published audited consolidated financial statements, which are not included in this Form F.

All of our consolidated financial statements have been prepared in accordance with U. We accounted for the acquisitions of Unicabo, Vicom and Net Sul using the purchase method in accordance with U.

We maintain our financial records in reais. However, our audited consolidated financial statements and the selected financial data set forth below are presented in U. In order to prepare our consolidated financial statements, we translated our accounts from reais to U. In comparing amounts in U. See note 2 to our consolidated financial statements. The unaudited selected pro forma data give effect to the acquisitions of Unicabo, Vicom and Net Sul as if each acquisition had occurred as of January 1, and reflect the following assumptions:.

In the opinion of our management, all adjustments necessary to present fairly this pro forma financial data have been made. The pro forma combined condensed statement of operations data are presented for informational purposes only and may not be indicative of either the results that actually would have occurred if the three acquisitions had occurred as of January 1, , or our future results.

In particular, the pro forma adjustments are not intended to reflect any operating efficiencies, cost savings or other synergies that may be achieved with respect to the combined operations. See note 1 to our consolidated financial statements. From January 1, through December 31, , we depreciated our cable plant at a rate of Since January 1, , we have depreciated our cable plant at 6.

Based on external independent analysis, we concluded that this upward revision to the estimated useful life of our cable plant was appropriate. Since this charge was recorded for the first time in , reflecting a change in accounting principles, the impairment losses were recognized as non-operational.

Reflects the ten-for-one reverse split of our preferred shares, common shares and ADSs, which occurred on June 17, Includes judicial deposits, deferred income tax, income tax recoverable and other assets. Includes temporarily blocked subscribers of 34, on December 31, , 18, on December 31, and 7, on December 31, , for a total number of actively paying subscribers of 1,, on December 31, , 1,, on December 31, and 1,, on December 31, We did not collect data on the total number of blocked subscribers prior to Average monthly revenue per subscriber is calculated by dividing our subscription revenues for the period presented by the average number of connected subscribers for that period.

The information set forth below with respect to exchange rates is based on the official exchange rate of the Central Bank of Brazil, or the Central Bank. These rates are provided solely for the convenience of the reader and are not the exchange rates used by us in the preparation of our consolidated financial statements included in this Form F.

The following table shows the commercial selling rate in reais per U. Fluctuations in the exchange rate between the real and the U. We and our various lenders and debt holders are currently engaged in negotiations with regard to a restructuring of our debt facilities and instruments. If these negotiations are not satisfactorily resolved, we would continue to be left with negative working capital.

In the second half of , we and our various lenders and debt holders commenced negotiations with regard to a restructuring of our debt facilities and instruments, and these negotiations are still taking place. The goal of these negotiations are to, among other things, reduce our near-term debt service obligations to levels that can be serviced with operating cash flows, limit the impact of future exchange rate volatility by converting a portion of our dollar-denominated debt to real-denominated debt, amend certain financial and other covenants in our debt facilities and instruments and establish a fully-funded business plan for the medium term.

Any debt for equity exchange would dilute holders of our common and preferred shares and ADSs. We can give no assurance that the restructuring will be consummated or our outstanding debt will be renegotiated in full or in part. If the restructuring is not concluded in a satisfactory manner, we will not be able to make the required payments on our debt that have come due since December , and which have not been paid, or meet scheduled principal and interests payments on our debt that comes due in the second half of , with our own resources or without further a financing by third parties or b capitalization by our major shareholders, unless we sell assets or otherwise raise capital.

This would result in a liquidity crisis for us and would have a material adverse impact on our financial condition. This would materially adversely affect holders of our preferred shares and ADSs. We have engaged The Blackstone Group, an investment bank, to assist us with the restructuring of our debt facilities and instruments. The implementation of the debt restructuring is subject to a number of uncertainties and factors, many of which are not within our control, such as the state of Brazilian and international capital markets and our ability to reach agreements with our lenders and debt holders.

We have not made payments of principal or interest under our debt facilities and instruments and cannot assure you that our lenders or debt holders will not seek to accelerate payment on our debt facilities or instruments or seek to exercise legal remedies to enforce their rights thereunder or in accordance with Brazilian law.

We have not made scheduled principal or interest payments on any of our debt since December 2, , and we have not maintained specified financial ratios nor met specified financial tests required under certain debt facilities and instruments. Our non-payment of these scheduled principal and interest payments and our inability to maintain or comply with ratios or financial tests under our debt facilities and instruments have resulted in violations under a number of our debt facilities and instruments.

These violations enable our various lenders and debt holders to accelerate amounts due under their respective debt facilities and instruments. As a result, various of our lenders and debt holders may declare all amounts outstanding under their respective debt facilities and instruments, including accrued interest and other obligations, to be due and payable.

We cannot assure you that our other lenders or debt holders will not seek to accelerate amounts outstanding under any of our debt facilities or instruments or seek to exercise legal remedies to enforce their rights thereunder or in accordance with Brazilian law.

A significant amount of debt has to be restructured or repaid, but we cannot assure you that a restructuring or repayment will occur. Our high level of debt maturities has contributed to our large working capital deficit. After taking into consideration the range of projections of cash flows from operations, anticipated capital expenditures and debt principal and interest repayment requirements, we will not have adequate financial resources to meet our anticipated cash requirements for the second half of and future periods unless we restructure our debt, obtain financing from third parties, capital from our shareholders or unless we sell assets or otherwise raise capital.

If we and our various lenders and debt holders are unable to successfully negotiate, among other things, a reduction in our near-term debt service obligations, we would have to consider pursuing alternative restructuring options, which could include a sale or liquidation of assets. We have a large amount of debt, which increases our vulnerability to adverse economic and market conditions and adversely affects our business, liquidity and results of operations.

We have a large amount of debt. These announcements and related announcements could adversely affect our ability to access the capital markets and raise debt financing on acceptable terms and restructure our debt. Our large amount of debt has important consequences to holders of our preferred shares and ADSs, including:. We might not have sufficient liquidity to fund our capital spending requirements and to conduct our ongoing operations. In addition to our significant debt service requirements, we need significant cash to fund our capital expenditures and to conduct our ongoing operations.

If we are unable to obtain the capital necessary to fund these capital expenditures from operating cash flow, we may not be able to fund our planned capital expenditures. This could adversely impact our future revenues and cash flows, and delay plans to introduce digital cable services, which is currently scheduled for We may also need to fund additional capital expenditures to keep pace with technological developments, and we cannot assure you that we will be able to fund such capital expenditures.

We have had to implement a number of steps to address our weaker than expected operating results, our weak liquidity position, the downturn in the Brazilian economy and the depreciation of the real against the U. These include the non-payment of our debt that has come due since December 2, , reductions in capital expenditures, cost-cutting initiatives, negotiated deferrals of amounts payable to equipment suppliers and deferrals of programming fees.

Our operating cash flows could be adversely impacted by a number of factors, many of which are not within our control, such as continued weakness or worsening of the Brazilian economy and further depreciation of the real against the dollar. Agreements governing our debt contain restrictions and limitations that could significantly impact our ability to operate our business and adversely affect holders of the preferred shares and the ADSs.

The agreements that govern our debt and the debt of our subsidiaries contain a number of significant covenants that could adversely impact our business. In particular, the terms of these agreements restrict our ability and the ability of our subsidiaries to:.

Furthermore, in accordance with a number of our debt agreements, we are required to maintain specified financial ratios, including consolidated indebtedness to consolidated operating cash flow, or adjusted EBITDA and adjusted EBITDA to consolidated net interest expense. As of December 31, , we were not in compliance with these ratios. Our non-compliance with these financial covenants has resulted in violations under a number of our debt facilities and instruments. As part of our debt restructuring plan, we are seeking to negotiate appropriate amendments to the covenants contained in the relevant debt facilities and instruments.

Due to our large depreciation and amortization expenses, planned network upgrades and other capital expenditures, and anticipated continued weakness in the Brazilian economy, we recorded significant operating losses until We expect to continue to record net losses for the foreseeable future due to our financial expenses. We cannot predict what impact continued losses might have on our ability to finance our operations in the future or on the market value of our preferred shares and ADSs.

Due to our losses so far, we have never declared or paid any cash dividends on our shares, including the preferred shares underlying our ADSs. We do not expect to pay any cash dividends in the foreseeable future. We have historically relied on our major shareholders for financing, but do not expect that any such financing will be available in the future.

We have historically received significant amounts of funding and other financial support from our major shareholders in raising capital. These include shareholder guarantees for loans taken out in , and , purchases by major shareholders of debentures issued by us and major shareholders granting loans and advancing capital in , and We do not expect that funds or other financial support will be available in the future from our major shareholders.

Negative developments or changes in our relationship with Globopar and its affiliates could adversely affect our access to programming. We obtain all of our programming from Brazilian and international sources through Net Brasil S.

Accordingly, we have no direct contracts with any programming providers. Net Brasil provides programming to us and Sky Brasil on substantially the same terms and conditions. In addition, much of the programming that we purchase through Net Brasil is produced by Globosat Programadora Ltda. Increases in programming costs would adversely affect our cash flows and operating margins.

As described above, during , due to our negative liquidity situation, we had to defer payments on a significant amount of programming fees payable to Net Brasil for both third party and Globosat programming. Our access to programming could be negatively impacted if we continue to defer payments to programming providers because of lack of liquidity, access to financing or if our proposed debt restructuring does not occur.

We depend on key members of our senior management.

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LEI 10683 ATUALIZADA PDF

Law No , of 25 November. Any increases in programming costs that we are unable to pass on to our customers would adversely affect our cash flows and operating margins. As part of our cost-cutting initiatives, in Julywe also outsourced our information technology systems, resulting in the dismissal of 87 employees. Pursuant to this plan, whereby we made an analysis of our network on a node-by-node basis, we will target our capital spending on selected portions of our existing network, principally in wealthy, urban areas, where we anticipate greater demand for broadband, digital cable and advanced services.

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We compete with these organizations on the basis of price, service offerings and service reliability. Most of our network has a capacity of at least MHz. There was a problem providing the content you requested To the extent that economic problems in emerging markets countries or elsewhere spread into Brazil or adversely affect the Brazilian securities markets, our business and the price of the preferred shares and ADSs will be adversely affected. Since then, broadband revenues have been positively impacted by this development.

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