Obligation Almaviva Group 7.25% ( XS1694628287 ) en EUR

Almaviva Group

100 % ▼

Italie

XS1694628287 ( en EUR )

7.25% par an ( paiement semestriel )

14/10/2022 - Obligation échue

Prospectus brochure de l'obligation Almaviva XS1694628287 en EUR 7.25%, échue

100 000 EUR

250 000 000 EUR

Almaviva est un vin chilien produit par une joint-venture entre Concha y Toro et Baron Philippe de Rothschild, associant le savoir-faire chilien et bordelais.

L'obligation italienne Almaviva (XS1694628287), d'une taille totale de 250 000 000 EUR, avec un taux d'intérêt de 7,25%, émise à 100% de sa valeur nominale et remboursée à échéance le 14/10/2022, selon une fréquence de paiement semestrielle et un montant minimal d'achat de 100 000 EUR, a atteint sa maturité.

Offering Memorandum
Not for general distribution in the United States
14SEP201702535481
AlmavivA S.p.A.
g250,000,000 7.25% Senior Secured Notes due 2022
Almaviva S.p.A., a joint stock company (societ`
a per azioni) incorporated and existing under the laws of the Republic of Italy with registered office at Via di
Casal Boccone 188/190, 00137, Rome, Italy and registered with the Companies' Register of Rome (Registro Imprese di Roma) under number and codice
fiscale 08450891000 (the ``Company,'' the ``Issuer,'' ``we,'' ``us'' or ``our''), is offering e250 million aggregate principal amount of its Senior Secured Notes due
2022 (the ``Notes'').
We will pay interest on the Notes, in cash, semi-annually in arrears on each April 15 and October 15, commencing April 15, 2018. The Notes will bear interest
at a rate per annum, reset quarterly, equal to 7.25%.
The Notes will mature on October 15, 2022. On or after October 15, 2019, we may on any one or more occasions redeem all or a part of the Notes at the
redemption prices set out in this offering memorandum (the ``Offering Memorandum'') plus accrued and unpaid interest, on the Notes redeemed, and
additional amounts, if any, to the applicable date of redemption. At any time prior to October 15, 2019, we may on any one or more occasions redeem all or
part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the applicable ``make-whole'' premium as
described in this Offering Memorandum and accrued and unpaid interest and additional amounts, if any, to the date of redemption. At any time prior to
October 15, 2019, we may, at our option, also redeem up to 40% of the aggregate principal amount of the Notes (including the principal amount of any
additional notes, (the ``Additional Notes'')) with the net cash proceeds from certain equity offerings at a redemption price equal to 107.25% of the principal
amount thereof, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, if at least 60% of the originally issued
aggregate principal amount of the Notes (including the principal amount of any Additional Notes) remains outstanding.
In the event of certain developments affecting taxation, we may redeem all, but not less than all, of the Notes. Upon the occurrence of certain events defined
as constituting a change of control, we may be required to make an offer to purchase all or a portion of the Notes at a purchase price equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. See ``Description of the Notes'' for further information.
The Notes will be general senior obligations of the Company and will rank equal in right of payment to any existing and future indebtedness of the Company
that is not expressly subordinated in right of payment to the Notes, including obligations of the Company incurred under the Revolving Credit Facility (as
defined herein) and certain hedging obligations (other than in the case of distressed disposals and the proceeds from enforcement of security), will rank
senior in right of payment to any existing and future indebtedness of the Company that is expressly subordinated in right of payment to the Notes, will be
effectively subordinated to any existing or future indebtedness or obligation (including obligations to trade creditors) of the Company that is secured by
property and assets that do not secure the Notes, to the extent of the value of the property and assets securing such indebtedness, and will be structurally
subordinated to any existing or future indebtedness of our subsidiaries that are not Guarantors (as defined hereafter).
The Notes will be guaranteed on a senior secured basis by Almaviva do Brasil Telemarketing e Inform´
atica S/A, Almaviva Contact S.p.A. and Almawave S.r.l.
(together, the ``Guarantors''). The guarantee by each of the Guarantors (each a ``Guarantee'' and together the ``Guarantees'') is full and unconditional,
subject to the Indenture, will be a general senior obligation of the relevant Guarantor, will, together with their respective obligations under the Revolving Credit
Facility and certain hedging obligations (other than in the case of distressed disposals and the proceeds from enforcement of security), be secured by first-
ranking liens over the assets securing the Notes, will rank pari passu in right of payment to all existing and future indebtedness of such Guarantor that is not
expressly subordinated in right of payment to its Guarantee, including the senior guarantee given in favor of the Revolving Credit Facility and certain hedging
obligations, if any, will rank senior in right of payment to all existing and future indebtedness of such Guarantor that is expressly subordinated in right of
payment to its Guarantee, will be effectively senior in right of payment to existing and future unsecured obligations of such Guarantor to the extent and value
of the Collateral that is available to satisfy the obligations under such Guarantor's Guarantee, and will be structurally subordinated to any existing or future
indebtedness of such Guarantor's subsidiaries that do not guarantee the Notes.
Subject to certain limitations, the Notes will be secured on the Issue Date by a first-ranking pledge over our shares representing 95.11% of our share capital
held by Almaviva Technologies S.r.l. (the ``PledgeCo''), a first-ranking pledge over the shares in Almaviva do Brasil Telemarketing e Inform´
atica S/A
representing 87.9% of its share capital held by Almaviva Contact S.p.A. and Almawave S.r.l., a first-ranking pledge over all shares in Almaviva Contact S.p.A.
held by us, an assignment by way of security of certain of our intra-group and trade receivables and any receivables owed by us to Almaviva Technologies, an
assignment by way of security of certain intra-group receivables owed to Almawave S.r.l. and Almaviva Contact S.p.A., a pledge over certain intra-group
receivables owed to Almaviva do Brasil Telemarketing e Inform´
atica S/A, an assignment by way of security of certain trade receivables owed to
Almawave S.r.l. and Almaviva Contact S.p.A. and a pledge over certain bank accounts of Almaviva S.p.A., Almawave S.r.l., Almaviva Contact S.p.A. and
Almaviva do Brasil Telemarketing e Inform´
atica S/A. The Notes, the Guarantees and the Collateral will be subject to restrictions on enforcement and other
intercreditor arrangements. See ``Description of Certain Financing Arrangements--Intercreditor Agreement'' and ``Limitations on Validity and Enforceability of
the Guarantees and Security Interests'' for further information. Under the terms of the Intercreditor Agreement (as defined herein) in the event of a distressed
disposal of the Collateral or an enforcement of the security interests over the Collateral, the holders of the Notes will receive proceeds from such Collateral
only after the obligations under or in respect of the Revolving Credit Facility and certain hedging obligations have been repaid in full. The security interests
and Guarantees will be subject to significant contractual and legal limitations. The security interests in the Collateral and the Guarantees may be released
under certain circumstances.
There is currently no public market for the Notes. Application will be made to list the Notes on the Official List of the Luxembourg Stock Exchange in its
capacity as competent authority under Part IV of the Luxembourg law dated 10 July 2005 on prospectus for securities, as amended, and to admit the Notes to
trading on the Euro MTF market of the Luxembourg Stock Exchange. There can be no assurances that the Notes will be listed on the Official List of the
Luxembourg Stock Exchange and admitted to trading on the Euro MTF market nor that such listing will be maintained. The Euro MTF market is not a
regulated market for purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). The Euro MTF market falls within the scope of
Regulation (EC) 596/2014 on market abuse and the related Directive 2014/57/EU on criminal sanctions for market abuse. No person has been authorized by
the Issuer, the Guarantors or the Initial Purchasers to give any information or to make any representation which is not contained in or not consistent with this
Offering Memorandum or any other document entered into in relation to this Offering Memorandum and, if given or made, such information or representation
should not be relied upon as having been authorized by the Issuer, the Guarantors or the Initial Purchasers.
Investing in the Notes involves a high degree of risk. See ``Risk Factors'' beginning on page 29.
Issue price for the Notes: 100% plus accrued interest, if any, from the Issue Date.
The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the ``U.S. Securities
Act''), or the securities laws of any other jurisdiction, and may not be offered or sold within the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the U.S. Securities Act. In the United States, the offering is being made only to
``qualified institutional buyers'' (as defined in Rule 144A under the U.S. Securities Act), or ``QIBs'' in reliance on Rule 144A under the U.S. Securities
Act. Prospective purchasers that are QIBs are hereby notified that the Initial Purchasers of the Notes may be relying on the exemption from the
provisions of Section 5 of the U.S. Securities Act provided by Rule 144A thereunder. Outside the United States, the offering is being made in offshore
transactions in reliance on Regulation S under the U.S. Securities Act. The Notes are not transferable except in accordance with the restrictions
described under ``Notice to Investors in the United States.''
The Notes will be in registered form in minimum denominations of e100,000 and integral multiples of e1,000 in excess thereof and will be represented by one
or more global notes in book-entry form. We expect that the Notes will be deposited and registered in the name of a nominee for a common depositary for
Euroclear Bank SA/NV (``Euroclear'') and Clearstream Banking, S.A. (``Clearstream'') on or about October 5, 2017 (the ``Issue Date'').
Sole Bookrunner
Goldman Sachs International
Co-Manager
Unione di Banche Italiane S.p.A.
The date of this Offering Memorandum is October 5, 2017.

IMPORTANT INFORMATION
This Offering Memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such
offer or solicitation. No action has been, or will be, taken to permit a public offering in any jurisdiction
where action would be required for that purpose. Accordingly, the Notes may not be offered or sold,
directly or indirectly, nor may this Offering Memorandum be distributed, in any jurisdiction except in
accordance with the legal requirements applicable in such jurisdiction. You must comply with all laws
that apply to you in any place in which you buy, offer or sell any Notes or possess this Offering
Memorandum. You must also obtain any consents or approvals that you need in order to purchase any
Notes. Neither we nor Goldman Sachs International or Unione di Banche Italiane S.p.A. (the ``Initial
Purchasers'') are responsible for your compliance with these legal requirements. See ``Notice to
Investors in the European Economic Area,'' ``Notice to Investors in the United States,'' ``Plan of
Distribution'' and ``Transfer Restrictions.'' This Offering Memorandum is confidential and has been
prepared by us solely for use in connection with the offering of the Notes to persons who are QIBs under
Rule 144A and outside the United States under Regulation S under the U.S. Securities Act. This Offering
Memorandum is personal to each offeree and does not constitute an offer to any other person or to the
public generally to subscribe for or otherwise acquire Notes. Distribution of this Offering Memorandum
to any person other than the prospective investor and any person retained to advise such prospective
investor with respect to the purchase of Notes is unauthorized, and any disclosure of any of the contents
of this Offering Memorandum, without our prior written consent, is prohibited. Each prospective investor,
by accepting delivery of this Offering Memorandum, agrees to the foregoing and agrees not to make
photocopies of this Offering Memorandum or any documents referred to in this Offering Memorandum.
In making an investment decision, prospective investors must rely on their own examination of the
Company and the terms of this offering of the Notes, including the merits and risks involved. In addition,
neither we nor the Initial Purchasers nor any of our or their respective representatives or affiliates are
making any representation to you regarding the legality of an investment in the Notes, and you should
not construe anything in this Offering Memorandum as legal, business, tax or other advice. You should
consult your own advisers as to the legal, tax, business, financial and related aspects of an investment in
the Notes. You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell the
Notes or possess or distribute this Offering Memorandum, and you must obtain all applicable consents
and approvals; neither we nor the Initial Purchasers shall have any responsibility for any of the foregoing
legal requirements.
This Offering Memorandum is based on information provided by us and other sources that we believe to
be reliable. Neither the Initial Purchasers, nor the Trustee or any of the agents are making any
representation or warranty, express or implied, that this information is accurate or complete and are not
responsible for this information. Nothing contained in this Offering Memorandum is, or shall be relied
upon as, a promise or representation by the Initial Purchasers or the Trustee as to the past or future. In
this Offering Memorandum, we have summarized certain documents and other information in a manner
we believe to be accurate, but we refer you to the actual documents for a more complete understanding.
We accept responsibility for the information contained in this Offering Memorandum. To the best of our
knowledge and belief, having taken all reasonable care to ensure that such is the case, the information
contained in this Offering Memorandum is in accordance with the facts and does not omit anything
material that is likely to affect the import of such information. The Initial Purchasers do not accept any
responsibility for the contents of this Offering Memorandum or for any other statement made or
purported to be made by it, or on its behalf, in connection with us, the Guarantors, the Collateral, the
Notes or the Guarantees. The Initial Purchasers accordingly disclaim any and all liability whether arising
in tort, contract or otherwise which it may otherwise have in respect of this Offering Memorandum or any
such statement. The Initial Purchasers do not undertake to review the financial condition or affairs of the
Company or any Guarantor during the life of the Notes or to advise any investor or prospective investor
in the Notes of any information coming to the attention of the Initial Purchasers. By accepting delivery of
this Offering Memorandum, you acknowledge that you have not relied on the Initial Purchaser in
connection with your investigation of the accuracy of this information or your decision whether to invest
in the Notes.
The information contained in this Offering Memorandum is correct as of the date hereof. Neither the
delivery of this Offering Memorandum at any time after the date of publication nor any subsequent
commitment to purchase the Notes shall, under any circumstances, create an implication that there has
i

been no change in the information set forth in this Offering Memorandum or in our business since the
date of this Offering Memorandum.
The information contained in this Offering Memorandum under the caption ``Exchange Rate Information''
includes extracts from information and data publicly released by official and other sources. While we
accept responsibility for accurately summarizing such information, we accept no further responsibility in
respect thereto.
None of the Issuer, the Guarantors or the Initial Purchasers have authorized anyone in connection with
any offering made by this Offering Memorandum to give any information or to make any representation
not contained in this Offering Memorandum and, if given or made, any other information or
representation must not be relied upon as having been authorized by us, the Guarantors or the Initial
Purchasers.
By receiving this Offering Memorandum, you acknowledge that you have had an opportunity to request
from us for review, and that you have received, all additional information you deem necessary to verify
the accuracy and completeness of the information contained in this Offering Memorandum. You also
acknowledge that you have not relied on the Initial Purchasers, their directors, affiliates, agents or
advisers in connection with your investigation of the accuracy of this information or your decision
whether to invest in the Notes.
We are offering the Notes and the Guarantees in reliance on an exemption from registration under the
U.S. Securities Act for an offer and sale of securities that do not involve a public offering. The Notes are
subject to restrictions on transferability and resale, which are described under ``Plan of Distribution'' and
``Transfer Restrictions.'' By possessing this Offering Memorandum or purchasing any Note, you will be
deemed to have represented and agreed to all of the provisions contained in those sections of this
Offering Memorandum. You should be aware that you may be required to bear the financial risks of this
investment for an indefinite period of time.
The Notes will be available initially only in book-entry form. We expect that the Notes sold pursuant to this
Offering Memorandum will be issued in the form of one or more global notes, which will be deposited
with, or on behalf of, a common depositary and registered in the name of the nominee of the common
depositary for the accounts of Euroclear and Clearstream. Beneficial interests in the global notes will be
shown on, and transfers of beneficial interests in the global notes will be effected only through, records
maintained by Euroclear and Clearstream and their direct and indirect participants, as applicable. After
the initial issuance of the global notes, Notes in certificated form will be issued in exchange for the global
notes only as set forth in the indenture governing the Notes. See ``Book entry, Delivery and Form.''
The information set out in relation to sections of this Offering Memorandum describing clearing
arrangements, including the section entitled ``Book entry, Delivery and Form,'' is subject to any change
in, or reinterpretation of, the rules, regulations and procedures of Euroclear or Clearstream currently in
effect. While we accept responsibility for accurately summarizing the information concerning Euroclear
and Clearstream, we accept no further responsibility in respect of such information. Euroclear and
Clearstream are not under any obligation to perform or continue to perform under such clearing
arrangements and such arrangements may be modified or discontinued by any of them at any time. We
will not, nor will any of our agents, have responsibility for the performance of the respective obligations of
Euroclear and Clearstream or their respective participants. Investors wishing to use these clearing
systems are advised to confirm the continued applicability of these arrangements.
We reserve the right to withdraw the Offering of the Notes at any time. We and the Initial Purchasers also
reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or no reason
and to allot to any prospective purchaser less than the full amount of the Notes sought by them. The
Initial Purchasers and certain of their related entities may acquire, for their own accounts, a portion of the
Notes.
We will apply to list the Notes on the Official List of the Luxembourg Stock Exchange for trading on the
Luxembourg Stock Exchange's Euro MTF market, and will submit this Offering Memorandum to the
competent authorities of the Luxembourg Stock Exchange in connection with the listing application.
Comments by the competent authorities may require significant modification or reformulation of
information contained in this Offering Memorandum or may require the inclusion of additional
information. We may also be required to update the information in this Offering Memorandum to reflect
changes in its business, financial condition or results of operations and prospects. We cannot guarantee
that the application we will make to the Luxembourg Stock Exchange for the Notes to be listed on the
ii

Official List of the Luxembourg Stock Exchange and to be admitted to trading on the Euro MTF market
will be approved as of the settlement date for the Notes or at any time thereafter, and settlement of the
Notes is not conditional on obtaining this listing. This Offering Memorandum constitutes a prospectus for
the purposes of Part IV of the Luxembourg Act dated July 10, 2005 on prospectuses for securities, as
amended (the ``Luxembourg Prospectus Law''). The Notes will not be offered to the public in
Luxembourg.
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under the section entitled ``Transfer
Restrictions.''
STABILIZATION
IN CONNECTION WITH THE OFFERING OF THE NOTES, GOLDMAN SACHS INTERNATIONAL, ONE
OF ITS AFFILIATES OR PERSONS ACTING ON ITS BEHALF (THE ``STABILIZING MANAGER''), MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER WILL UNDERTAKE
STABILIZATION ACTION. ANY STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON OR AFTER
THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFERING OF THE
NOTES IS MADE AND MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF
THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY THE STABILIZING MANAGER (OR PERSON ACTING ON BEHALF OF THE
STABILIZING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
European Economic Area
This Offering Memorandum is not a prospectus and is being distributed to a limited number of recipients
for the sole purpose of assisting such recipients in determining whether to proceed with a further
investigation of the purchase of, or subscription for, the Notes. This Offering Memorandum has been
prepared on the basis that all offers of the Notes will be made pursuant to an exemption under the
Prospectus Directive, as implemented in Member States of the European Economic Area (the ``EEA''),
from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or
intending to make any offer within the EEA of the Notes, which are the subject of the placement
contemplated in this Offering Memorandum, should only do so in circumstances in which no obligation
arises for us, the Guarantors or the Initial Purchasers to produce a prospectus for such offer. Neither we
nor the Initial Purchasers have authorized, nor do they authorize, the making of any offer of Notes
through any financial intermediary, other than offers made by the Initial Purchasers, which constitute the
final placement of the Notes contemplated in this Offering Memorandum.
In relation to each Member State of the EEA that has implemented the Prospectus Directive (each, a
``Relevant Member State''), and including each Relevant Member State that has implemented the
2010 PD Amending Directive (the ``Relevant Implementation Date'') it has not made and will not make an
offer of Notes that are the subject of this Offering Memorandum to the public in that Relevant Member
State prior to the publication of a prospectus in relation to Notes that has been approved by the
competent authority in that Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in that Relevant Member State, all in accordance
with the Prospectus Directive, except that it may, with effect from and including the Relevant
Implementation Date, make an offer of the Notes to the public in the Relevant Member State at any time:
(a) to ``qualified investors'' as defined in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), in any Relevant Member State subject to obtaining our prior consent; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of Notes shall result in a requirement for the publication by us or the Initial
Purchasers of a prospectus in accordance with Article 3 of the Prospectus Directive or a supplement to a
prospectus pursuant to Article 16 of the Prospectus Directive.
iii

For the purposes of this provision, the expression an ``offer of Notes to the public'' in relation to any
Notes in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to
decide to purchase or subscribe for the Notes, as the same may be varied in the Relevant Member State
by any measure implementing the Prospectus Directive in that Member State, the expression
``Prospectus Directive'' means Directive 2003/71/EC of the European Parliament and of the Council of
November 4, 2003 on the prospectus to be published when securities are offered to the public or
admitted to trading and amending Directive 2001/34/EC (and amendments thereto, including the
2010 PD Amending Directive), and includes any relevant implementing measure in the Relevant Member
State and the expression ``2010 PD Amending Directive'' means Directive 2010/73/EU of the European
Parliament and of the Council of November 24, 2010 amending Directives 2003/71/EC on the
prospectus to be published when securities are offered to the public or admitted to trading and
2004/109/EC on the harmonization of transparency requirements in relation to information about issuers
whose securities are admitted to trading on a regulated market.
Each subscriber for or purchaser of the Notes located within a Relevant Member State will be deemed to
have represented, acknowledged and agreed that it is a ``qualified investor'' within the meaning of
Article 2(1)(e) of the Prospectus Directive. We, the Guarantors, the Initial Purchasers, our/their affiliates
and legal advisers and others will rely upon the truth and accuracy of the foregoing representation,
acknowledgement and agreement. Notwithstanding the above, a person who is not a qualified investor
and who has notified the Initial Purchasers of such fact in writing may, with the consent of the Initial
Purchasers, be permitted to subscribe for or purchase the Notes.
Notice to Investors in Italy
The offering of the Notes has not been cleared by the Commissione Nazionale per la Societ`
a e la Borsa
(``CONSOB'') (the Italian securities exchange commission), pursuant to Italian securities legislation.
Accordingly, no Notes may be offered, sold or delivered, directly or indirectly nor may copies of this
Offering Memorandum or of any other document relating to the Notes be distributed in the Republic of
Italy, except (a) to qualified investors (investitori qualificati) as defined in Article 26, first paragraph,
letter (d) of CONSOB Regulation No. 16190 of October 29, 2007, as amended (``Regulation No. 16190''),
pursuant to Article 34-ter, first paragraph letter (b) of CONSOB Regulation No. 11971 of May 14, 1999, as
amended (the ``Company Regulation''), implementing Article 100 of Italian Legislative Decree No. 58 of
February 24, 1998, as amended (the ``Italian Financial Act''); and (b) in any other circumstances which
are exempted from the rules on public offerings pursuant to Article 100 of the Italian Financial Act and the
implementing CONSOB regulations, including the Company Regulation.
The Initial Purchasers have represented and agreed that any offer, sale or delivery of the Notes or
distribution of copies of this Offering Memorandum or of any other document relating to the Notes in the
Republic of Italy will be carried out in accordance with all Italian securities, tax and exchange control and
other applicable laws and regulations.
Any such offer, sale or delivery of the Notes or distribution of copies of this Offering Memorandum or any
other document relating to the Notes in the Republic of Italy according to the provisions above must be:
(a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in
the Republic of Italy in accordance with the Italian Financial Act, Italian Legislative Decree No. 385 of
September 1, 1993, Regulation No. 16190 (in each case, as amended from time to time) (the
``Banking Act'') and any other applicable laws and regulations;
(b) in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines of
the Bank of Italy, as amended from time to time;
(c) in compliance with all relevant Italian securities, tax and exchange control and other applicable laws
and regulations and any other applicable requirement or limitation that may be imposed from time
to time by CONSOB, the Bank of Italy or any other relevant Italian authorities.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the Notes
by such investor occurs in compliance with applicable laws and regulations.
iv

Notice to Investors in Luxembourg
The offering of the Notes should not be considered a public offering of securities in Luxembourg. This
Offering Memorandum may not be reproduced or used for any other purpose than the offering of the
Notes nor provided to any person other than the recipient thereof. The Notes are offered to a limited
number of qualified investors as defined in the Prospectus Directive in all cases under circumstances
designed to preclude a distribution, which would be other than a private placement. All public
solicitations are banned and the sale may not be publicly advertised.
The Notes may not be offered or sold to the public within the territory of the Grand Duchy of Luxembourg
unless:
(a) a prospectus has been duly approved by the Commission de Surveillance du Secteur Financier of
Luxembourg (the ``CSSF'') pursuant to Part II of the Luxembourg Prospectus Law, implementing the
Prospectus Directive as amended, if Luxembourg is the home Member State as defined under the
Luxembourg Prospectus Law and the prospectus has been duly published; or
(b) if Luxembourg is not the home Member State, the CSSF and the European Securities and Markets
Authority (the ``ESMA'') have been provided by the competent authority in the home Member State
with a certificate of approval attesting that a prospectus in relation to the Notes has been drawn up in
accordance with the Prospectus Directive and with a copy of the said prospectus and the
prospectus has been duly published; or
(c) the offer of the Notes benefits from an exemption from or constitutes a transaction not subject to, the
requirement to publish a prospectus pursuant to the Luxembourg Prospectus Law.
Notice to Investors in Portugal
Neither this offering, nor the Notes have been approved by the Portuguese Securities Commission
(Comiss~
ao do Mercado de Valores Mobili´
arios, the ``CMVM'') or by any other competent authority of
another member state of the European Union and notified to the CMVM.
Neither we nor the Initial Purchasers have, directly or indirectly, offered or sold any Notes or distributed
or published this Offering Memorandum, any prospectus, form of application, advertisement or other
document or information in Portugal relating to the Notes and will not take any such actions in the future,
except under circumstances that will not be considered as a public offering under Article 109 of the
Portuguese Securities Code (C´
odigo dos Valores Mobili´
arios, the ``C´
od.VM'') approved by
Decree Law 486/99 of November 13, 1999, as last amended by Law no. 15/2017, May 3, 2017.
As a result, this offering and any material relating to the Notes are addressed solely to, and may only be
accepted by, any person or legal entity that is resident in Portugal or that will hold the Notes through a
permanent establishment in Portugal (each a ``Portuguese Investor'') to the extent that such Portuguese
Investor (i) is deemed a qualified investor (investidor qualificado) pursuant to paragraph 1 of Article 30 of
the C´
od.VM, (ii) is not treated by the relevant financial intermediary as a non-qualified investor (investidor
n~
ao qualificado) pursuant to Article 317 of the C´
od.VM and (iii) has not requested and entered into an
agreement with the relevant financial intermediary to be treated as a non-qualified investor (investidor
n~
ao qualificado) pursuant to Article 317-A of the C´
od.VM.
Notice to Investors in Spain
Neither the Notes, the offering of the Notes nor this Offering Memorandum and its contents have been
approved or registered with the Spanish Securities and Exchange Commission (Comisi´
on Nacional del
Mercado de Valores) (the ``CNMV''), and therefore it is not intended for the public offering of Notes in
Spain. Therefore, the Notes may not be sold, offered or distributed to persons in Spain by any means,
except in circumstances which do not qualify as a public offer (oferta p´
ublica) of securities in Spain in
accordance with the consolidated text of the Spanish Securities Market approved by Royal Legislative
Decree 4/2015, of October 23, (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba
el texto refundido de la Ley del Mercado de Valores) and Royal Decree 1310/2005, of November 4, on the
listing of securities, public offers and applicable prospectus (Real Decreto 1310/2005, de 4 de
noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores
en materia de admisi´
on a negociaci´
on de valores en mercados secundarios oficiales, de ofertas p´
ublicas
de venta o suscripci´
on y del folleto exigible a tales efectos), both as amended and restated, and
supplemental rules enacted thereunder or in substitution thereof from time to time.
v

Notice to Investors in Switzerland
This Offering Memorandum is not intended to constitute an offer or solicitation to purchase or invest in
the Notes described herein. The Notes may not be publicly offered, sold or advertised, directly or
indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other
exchange or regulated trading facility in Switzerland. Neither this Offering Memorandum nor any other
offering or marketing material relating to the Notes constitutes a prospectus or a similar notice as such
terms are understood pursuant to article 652a, art. 752 or article 1156 of the Swiss Code of Obligations
or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other
regulated trading facility in Switzerland, and neither this Offering Memorandum nor any other offering or
marketing material relating to the Notes may be publicly distributed or otherwise made publicly available
in Switzerland.
Neither this Offering Memorandum nor any other offering or marketing material relating to the offering,
nor the Notes have been or will be filed with or approved by any Swiss regulatory authority. The Notes
are not subject to supervision by any Swiss regulatory authority, e.g., the Swiss Financial Markets
Supervisory Authority FINMA, and investors in the Notes will not benefit from protection or supervision
by such authority.
Notice to Investors in the United Kingdom
This issue and distribution of this Offering Memorandum is restricted by law. This Offering Memorandum
is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial
Services and Markets Act 2000 by, a person authorized under the Financial Services and Markets
Act 2000. This Offering Memorandum is for distribution only to, and is only directed at, persons who
(i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments
(being investment professionals falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the ``Financial Promotion Order'')); (iii) are
persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations,
etc.) of the Financial Promotion Order; or (iv) are persons to whom an invitation or inducement to engage
in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as ``relevant persons''). Accordingly, by
accepting delivery of this Offering Memorandum, the recipient warrants and acknowledges that it is such
a relevant person. The Notes are available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on this document or any of its contents. No part of this
Offering Memorandum should be published, reproduced, distributed or otherwise made available in
whole or in part to any other person without our prior written consent. The Notes are not being offered or
sold to any person in the United Kingdom, except in circumstances which will not result in an offer of
securities to the public in the United Kingdom within the meaning of Part VI of the Financial Services and
Markets Act 2000.
NOTICE TO INVESTORS IN THE UNITED STATES
The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act or
with any securities regulatory authority of any state or other jurisdiction in the United States and may not
be offered or sold in the United States, except to persons reasonably believed to be QIBs. The Notes
may be offered and sold outside the United States in offshore transactions in reliance on Regulation S.
Prospective investors are hereby notified that sellers of the Notes may be relying on the exemption from
the registration requirements of Section 5 of the U.S. Securities Act provided by Rule 144A. For a
description of certain restrictions on transfers of the Notes, see ``Transfer Restrictions.''
Neither the U.S. Securities and Exchange Commission (the ``SEC''), any U.S. state securities
commission nor any non-U.S. securities authority has approved or disapproved of these securities or
determined that this Offering Memorandum is accurate or complete. Any representation to the contrary
is a criminal offense.
NOTICE TO INVESTORS WITHIN BRAZIL
The Notes (and the related Guarantee) have not been, and will not be, registered with the Brazilian
Securities Commission (Comiss~
ao de Valores Mobili´
arios--CVM). The Notes (and the related
vi

Guarantee) may not be offered or sold in Brazil, except in circumstances that do not constitute a public
offering or unauthorized distribution under Brazilian laws and regulations. The Notes (and the related
Guarantee) are not being offered in Brazil. Documents relating to the offering of the Notes, as well as
information contained therein, may not be supplied to the public in Brazil, nor be used in connection with
any public offer for subscription or sale of the Notes to the public in Brazil.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.
vii

FORWARD-LOOKING STATEMENTS
This Offering Memorandum contains ``forward-looking statements'' within the meaning of the securities
laws of certain jurisdictions. In some cases, these forward-looking statements can be identified by the
use of forward-looking terminology, including the words ``aim,'' ``anticipates,'' ``believes,'' ``continue,''
``could,'' ``estimates,'' ``expects,'' ``forecast,'' ``intends,'' ``may,'' ``ongoing,'' ``plans,'' ``potential,''
``predict,'' ``project,'' ``seek,'' ``should,'' ``target,'' ``will,'' or ``would'' or, in each case, their negative or
other variations or comparable terminology or by discussions of strategies, plans, objectives, targets,
goals, future events or intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this Offering Memorandum and include
statements made by us with regards to our intentions, beliefs or current expectations concerning,
among other things, the results of our operations, financial condition, liquidity, prospects, growth,
strategies and dividend policy and the industry in which we operate.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other
factors because they relate to events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not guarantees of future performance and are based on
numerous assumptions and our actual results of operations, including our financial condition and
liquidity may differ materially from (and may be more negative than) those made in, or suggested by, the
forward-looking statements contained in this Offering Memorandum. You should not place undue
reliance on these forward-looking statements.
Many factors may cause our results of operations, financial condition, liquidity and the development of
the industry in which we compete to differ materially from those expressed or implied by the forward-
looking statements contained in this Offering Memorandum, including, but not limited to, the following:
·
dependence on a limited number of large customers;
·
damage or disruption to our technical infrastructure and facilities and breaches of our security
systems and service interruptions;
·
economic performance in the jurisdictions in which we operate;
·
the competition in our industries;
·
market trends and development;
·
labor disputes and increases in employee benefit expenses, changes to labor law;
·
our ability to obtain adequate pricing for our services and to improve our cost structure;
·
failure to deliver timely and effective implementation of our services;
·
our ability to renew commercial and government contracts awarded through competitive bidding
processes;
·
failure to maintain effective internal controls;
·
long sale cycles and delay in payments;
·
dependence on a limited number of customers;
·
our exposure to currency exchange rate movements;
·
the effects of any merger, acquisitions and joint ventures by us;
·
our dependence on third party providers and licenses;
·
failure to protect and enforce our intellectual property right and liability from intellectual property
claim;
·
our ability to attract and retain necessary technical personnel;
·
regulatory, economic, social and political uncertainties in Brazil;
·
failure to comply with data protection regulations and privacy laws or any other laws and
regulations;
·
changes in tax or other laws and regulations;
·
failure to have sufficient insurance coverage;
viii

·
risks related to our indebtedness, the Notes, Guarantee and Security; and
·
the other risks and uncertainties detailed in the section titled ``Risk Factors.''
In addition, even if our results of operations, including our financial condition and liquidity and the
development of the industry in which we operate, are consistent with the forward-looking statements
contained in this Offering Memorandum, those results or developments may not be indicative of results
or developments in subsequent periods.
These risks and others described under the caption ``Risk Factors'' are not exhaustive. Other sections of
this Offering Memorandum describe additional factors that could adversely affect our results of
operations, financial condition, liquidity and the development of the industry in which we operate and we
urge you to read those sections of this Offering Memorandum. New risks can emerge from time to time,
and it is not possible for us to predict all such risks, nor can we assess the impact of all such risks on our
business or the extent to which any risk, or combination of risks and other factors, may cause actual
results to differ materially from those contained in any forward-looking statements. Given these risks and
uncertainties, you should not rely on forward-looking statements as a prediction of actual results.
We urge you to read carefully the sections of this Offering Memorandum entitled ``Risk Factors,''
``Management's Discussion and Analysis of Financial Condition and Results of Operations,'' ``Industry''
and ``Business'' for a more detailed discussion of the factors that could affect our future performance
and the markets in which we operate. In light of these risks, uncertainties and assumptions, the forward-
looking events described in this Offering Memorandum may not be accurate or occur at all. Accordingly,
prospective investors should not place undue reliance on these forward-looking statements, which
speak only as of the date on which the statements were made. In addition, from time to time we and our
representatives, acting in respect of information provided by us, have made or may make forward-
looking statements orally or in writing. These forward-looking statements may be included in, but are not
limited to, press releases, reports to its security holders and other communications. Although we believe
that the expectations reflected in such forward-looking statements are reasonable, there can be no
assurance that such expectations will prove to be correct.
Any forward-looking statements are only made as of the date of this Offering Memorandum and we do
not intend, and do not assume any obligation, to update forward-looking statements set forth in this
Offering Memorandum. You should interpret all subsequent written or oral forward-looking statements
attributable to us or to persons acting on our behalf as being qualified by the cautionary statements in
this Offering Memorandum. As a result, you should not place undue reliance on these forward-looking
statements.
ix