Obligation Telecom Italia Spa 6.375% ( US87927VAF58 ) en USD

Telecom Italia Spa

99.529 % ▲

Italie

US87927VAF58 ( en USD )

6.375% par an ( paiement semestriel )

15/11/2033

Prospectus brochure de l'obligation Telecom Italia US87927VAF58 en USD 6.375%, échéance 15/11/2033

1 000 USD

999 202 000 USD

87927VAF5

BB ( Spéculatif )

Ba3 ( Spéculatif )

15/05/2025 ( Dans 16 jours )

Telecom Italia est une société de télécommunications italienne fournissant des services fixes, mobiles et à large bande, ainsi que des services numériques et de cloud computing.

L'Obligation émise par Telecom Italia Spa ( Italie ) , en USD, avec le code ISIN US87927VAF58, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/11/2033

L'Obligation émise par Telecom Italia Spa ( Italie ) , en USD, avec le code ISIN US87927VAF58, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Telecom Italia Spa ( Italie ) , en USD, avec le code ISIN US87927VAF58, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Amendment No. 1 to Form F-4
F-4/A 1 df4a.htm AMENDMENT NO. 1 TO FORM F-4
Table of Contents
Registration No. 333-116411

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Amendment No. 1
to
FORM F-4

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

TELECOM ITALIA CAPITAL
société anonyme
(Exact name of registrant as specified in its charter)

Luxembourg

4899

Not Applicable
(State or other jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer Identification No.)
incorporation or organization)

Classification Code Number)

287-289 route d'Arlon
L-1150
Luxembourg
Tel: 011-352-456060-1
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Telecom Italia Sparkle of North America, Inc.
745 Fifth Avenue
27th Floor
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Amendment No. 1 to Form F-4
New York, New York 10151
Tel: (212) 310-9000
Fax: (212) 310-9001
(Name, address, including zip code, and telephone number, including area code, of agent for service)

TELECOM ITALIA S.p.A.
(Exact name of registrant as specified in its charter)

Republic of Italy

4899

Not Applicable
(State or other jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer Identification No.)
incorporation or organization)

Classification Code Number)

Piazza degli Affari 2
20123 Milano
Italy
Tel :011-39-02-8595-1
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Telecom Italia Sparkle of North America, Inc.
745 Fifth Avenue
27th Floor
New York, New York 10151
Tel: (212) 310-9000
Fax: (212) 310-9001
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Amendment No. 1 to Form F-4
Table of Contents
Copies of all communications to:

W. Preston Tollinger, Jr., Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Tel: (212) 309-6915
Fax: (212) 309-6273

Approximate date of commencement of proposed sale to the public: As soon as practicable after the
effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities
Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration
statement for the same offering. ¨

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.

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Amendment No. 1 to Form F-4
Table of Contents
PROSPECTUS
OFFER TO EXCHANGE ALL OUTSTANDING SERIES A 4% GUARANTEED SENIOR NOTES DUE 2008, ALL
OUTSTANDING SERIES B 5.25% GUARANTEED SENIOR NOTES DUE 2013, AND ALL OUTSTANDING SERIES C 6.375%
GUARANTEED SENIOR NOTES DUE 2033 FOR REGISTERED SERIES A 4% GUARANTEED SENIOR NOTES DUE 2008,
REGISTERED SERIES B 5.25% GUARANTEED SENIOR NOTES DUE 2013, AND REGISTERED SERIES C 6.375%
GUARANTEED SENIOR NOTES DUE 2033

TELECOM ITALIA CAPITAL

Unconditionally Guaranteed By

TELECOM ITALIA S.p.A.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
SEPTEMBER 30, 2004, UNLESS EXTENDED

Material Terms of the Exchange Offer:
Ø
Telecom Italia Capital is offering to exchange the initial notes that it sold in a private offering which closed on October 29,

2003 for new registered exchange notes.

Ø
Based on interpretations by the staff of the U.S. Securities and Exchange Commission, we believe that, subject to some

exceptions, the exchange notes may be offered for resale, resold and otherwise transferred by you without compliance with the
registration and prospectus delivery provisions of the Securities Act.

Ø
The initial notes are currently listed on the Luxembourg Stock Exchange. We currently intend to list the exchange notes on the

Luxembourg Stock Exchange.

Ø
The exchange offer expires at 12:00 midnight, New York City time, September 30, 2004, unless extended.

Ø
Tenders of outstanding initial notes may be withdrawn any time prior to the expiration of the exchange offer.

Ø
All outstanding initial notes that are validly tendered and not validly withdrawn will be exchanged.

Ø
You may tender your outstanding initial notes in integral multiples of U.S.$1,000.
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Amendment No. 1 to Form F-4

Ø
We believe that the exchange of initial notes for registered exchange notes will not be a taxable exchange for U.S. federal

income tax purposes. Participation in the exchange offer may result in certain adverse tax consequences for non-U.S. residents
as discussed in the section of this prospectus entitled "Italian Tax Considerations" on page 69.

Ø
We will not receive any proceeds from the exchange offer.

Ø
The exchange offer is subject to customary conditions, including that the exchange offer does not violate applicable law or any

applicable interpretation of the staff of the U.S. Securities and Exchange Commission.

Ø
The terms of the registered exchange notes to be issued are identical to the outstanding initial notes, except for the transfer

restrictions and registration rights relating to the outstanding notes.

Ø
No public market currently exists for the exchange notes.

We are not making an offer to exchange new registered exchange notes for outstanding initial notes in the Republic of Italy or in
any jurisdiction where the offer is not permitted.

The exchange notes are subject to the same business and financial risks as the initial notes. Please refer to " risk factors"
beginning on page 26 of this prospectus for a description of the risks you should consider when evaluating this investment.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
registered exchange notes to be distributed in the exchange offer, nor have any of these organizations determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 2, 2004
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Amendment No. 1 to Form F-4
Table of Contents
TABLE OF CONTENTS

Page

WHERE YOU CAN FIND MORE INFORMATION

1
ENFORCEABILITY OF CIVIL LIABILITIES UNDER THE UNITED STATES SECURITIES
3
LAWS

CAUTIONARY STATEMENT RELATING TO FORWARD LOOKING STATEMENTS

4
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION

5
PROSPECTUS SUMMARY

6
RISK FACTORS

26
TERMS OF THE EXCHANGE OFFER

35
USE OF PROCEEDS

44
CAPITALIZATION

45
RECENT DEVELOPMENTS

46
DESCRIPTION OF EXCHANGE NOTES AND GUARANTEES

47
TAX CONSIDERATIONS

65
PLAN OF DISTRIBUTION

71
GENERAL INFORMATION

72
LEGAL MATTERS

73
INDEPENDENT ACCOUNTANTS

73

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Amendment No. 1 to Form F-4
Table of Contents
CERTAIN DEFINED TERMS
In this prospectus, references to the "Issuer" and "TI Capital" refer to "Telecom Italia Capital". References to
the "Guarantor" and "Telecom Italia" refer to Telecom Italia S.p.A. References to "we", "us" and "our" refer
to Telecom Italia Capital or, if the context so requires, also to Telecom Italia S.p.A. and, if the context so
requires, its consolidated subsidiaries (including TI Capital). References to "Telecom Italia Group" refer to
Telecom Italia S.p.A. and its consolidated subsidiaries (including TI Capital). References to "Old Telecom
Italia" and "Old Telecom Italia Group" and "New Telecom Italia" and "New Telecom Italia Group" refer to
Telecom Italia S.p.A. and its consolidated subsidiaries as they existed immediately prior to, and immediately
after, respectively, August 4, 2003, the effective date of the merger between Olivetti S.p.A. ("Olivetti") and Old
Telecom Italia.

NOTICE TO INVESTORS
You understand that it is the intention of TI Capital that the exchange notes will be offered and sold to investors,
and trade in the secondary market between investors, and will be held by investors who are resident in countries
listed in the Decree of the Ministry of Finance of Italy of September 4, 1996 as amended. A copy of the decree
can be obtained from the website of the Ministry of Finance of Italy at www.finanze.it. See "Transfer
Restrictions". You also understand that, to the extent that Telecom Italia will become the obligor under the
exchange notes due to substitution or otherwise (see "Description of Exchange Notes and Guarantees--Mergers
and Similar Events") and Telecom Italia will be required to withhold on any payments made on the exchange
notes, there would be no obligation to gross up such payments to investors resident in the countries identified in
the above Decrees as having a "privileged tax regime" or to investors resident in countries other than those
identified in the above Decrees as having a "privileged tax regime" (including investors resident in the United
States) who do not furnish the required certifications under applicable Italian tax requirements. See "Description
of Exchange Notes and Guarantees--Payment of Additional Amounts".

NOTICE TO INVESTORS IN ITALY
Neither the exchange offer nor this prospectus has been cleared by the Commissione Nazionale per le Società e la
Borsa ("CONSOB") and, accordingly, the exchange notes are not offered for exchange with the initial notes in
the territory of the Republic of Italy. Therefore: (i) this prospectus may not be used in connection with an
exchange offer in the Republic of Italy; and (ii) neither the Issuer, nor the Guarantor, nor the exchange agent (a)
has delivered or will deliver this prospectus and any solicitation materials relating to the exchange offer in the
Republic of Italy, (b) has solicited or will solicit exchanges of initial notes from any person within the Republic
of Italy, (c) has accepted or will accept tenders of exchanges of initial notes from any person within the Republic
of Italy, and/or (d) has offered, sold or delivered or will offer, sell or deliver, exchange notes to any person within
the Republic of Italy. Any acceptance instructions in whatever form received from persons located in Italy shall
be void and shall not be processed, validated or settled. In the case an Italian investor were to purchase the
exchange notes on the secondary market and were holding the exchange notes at the time of the optional
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Amendment No. 1 to Form F-4
redemption (see "Optional Redemption" on page 14 of this prospectus), in certain cases there may be adverse tax
consequences including the application of a 20% surtax. Italian investors holding the exchange notes will be
responsible for such adverse tax consequences and no additional amounts will be paid in connection therewith by
TI Capital or Telecom Italia.

NOTICE TO INVESTORS IN LUXEMBOURG
The exchange notes may not be offered to the public in the Grand Duchy of Luxembourg except in circumstances
where the requirements of Luxembourg law concerning public offerings of securities have been met.

i
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Amendment No. 1 to Form F-4
Table of Contents
NOTICE TO INVESTORS IN FRANCE
In France, the exchange notes may not be directly or indirectly offered or sold to the public, and offers and sales
of the exchange notes will only be made in France to qualified investors or to a closed circle of investors acting
for their own accounts, in accordance with Article L.411-2 of the Code Monétaire et Financier and Decret no. 98-
880 dated October 1, 1998. Accordingly, this prospectus has not been submitted to the Autorité des Marchés
Financiers. Neither this prospectus nor any other offering material may be distributed to the public in France. In
the event that the exchange notes purchased by investors are directly or indirectly offered or sold to the public in
France, the conditions set forth in Articles L.412-1 and L.621-8 of the Code Monétaire et Financier must be
complied with.
Les titres ne pourront pas être offerts ou vendus directement ou indirectement au public en France et ne pourront
l'être qu'à des investisseurs qualifiés ou à un cercle restreint d'investisseurs, agissant pour compte propre,
conformément à l'Article L.411-2 du Code Monétaire et Financier et du Décret no. 98-880 du 1er Octobre 1998 .
Par conséquent, ce prospectus n'a pas été soumis au visa de l'Autorité des Marchés Financiers. Ni ce prospectus
ni aucun autre document promotionnel ne pourront être communiqués au public en France. La diffusion, directe
ou indirecte, dans le public des titres ainsi acquis ne peut être realisée que dans les conditions prévues aux articles
L.412-1 et 621-8 du Code Monétaire et Financier.

NOTICE TO INVESTORS IN GERMANY
The offering of the exchange notes is not a public offering in the Federal Republic of Germany. No application
has been made under German law to publicly market the exchange notes in or out of the Federal Republic of
Germany so that no public offer of the exchange notes or public distribution may be made in or out of the Federal
Republic of Germany. The exchange notes are not registered or authorized for distribution under the Securities
Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz), as amended, and accordingly may not be, and are not
being, offered or advertised publicly or by public promotion. Therefore, the offer is strictly for private use and
the offer is only being made to recipients to whom the document is personally addressed and does not constitute
an offer or advertisement to the public. The exchange notes will only be available to persons who, by profession,
trade or business, buy or sell exchange notes for their own or a third party's account.

NOTICE TO INVESTORS IN THE UNITED KINGDOM
In the United Kingdom, the exchange notes will only be available for subscription pursuant to the offering to
persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in circumstances that will not constitute an
offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations
1995, as amended. Prospectus is being distributed in the United Kingdom only to persons of the kind described in
Article 19(5) ("investment professionals") or Article 49(2) ("high net worth companies, unincorporated
associations etc.") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as
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Amendment No. 1 to Form F-4
amended, or to persons to whom it may otherwise lawfully be issued (collectively, "relevant persons"). By
accepting delivery of this prospectus the recipient warrants and acknowledges that it is a relevant person. This
communication must not be acted or relied upon by persons who are not relevant persons.

ii
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Document Outline

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- #1">Amendment No. 1 to Form F-4