Obligation Rekeepr 9% ( XS1642816554 ) en EUR

Rekeepr

100 % ▼

Italie

XS1642816554 ( en EUR )

9% par an ( paiement semestriel )

14/06/2022 - Obligation échue

Prospectus brochure de l'obligation Rekeep XS1642816554 en EUR 9%, échue

100 000 EUR

360 000 000 EUR

Rekeep est une entreprise italienne spécialisée dans la conception et la production de systèmes de gestion des déchets et de nettoyage urbain, proposant des solutions innovantes pour optimiser la collecte et le recyclage.

L'Obligation émise par Rekeepr ( Italie ) , en EUR, avec le code ISIN XS1642816554, paye un coupon de 9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2022

Offering Memorandum
Not for general circulation in the United States

CMF S.p.A.
360,000,000 9.00% Senior Secured Notes due 2022
CMF S.p.A., incorporated as a joint stock company (società per azioni) under the laws of the Republic of Italy (the "Issuer") is offering (the "Offering") 360,000,000
aggregate principal amount of its 9.00% Senior Secured Notes due 2022 (the "Notes"). On the Issue Date and prior to the Merger (each as defined below), the Notes are
unguaranteed and are obligations solely of the Issuer. Within 10 business days following the Merger Date, the Notes will be guaranteed by Servizi Ospedalieri S.p.A. (the
"Guarantor") a wholly-owned subsidiary of Manutencoop Facility Management S.p.A. (the "Company"). The Guarantor will guarantee the due and punctual payment of all
amounts due and payable in respect of the Notes (the "Notes Guarantee"). The Notes were issued pursuant to an indenture (the "Indenture") to be dated on or around July
6, 2017 (the "Issue Date") among, inter alios, the Issuer, The Law Debenture Trust Corporation p.l.c., as trustee, and UniCredit Bank AG, Milan Branch as security agent.
The Notes bear interest at a rate of 9.00% per annum. Interest are payable on the Notes semi-annually in arrears on June 15 and December 15 of each year, beginning on
December 15, 2017. The Notes will mature on June 15, 2022. At any time on or after June 15, 2020, the Issuer may redeem all or a portion of the Notes at the redemption
prices specified herein. Prior toJune 15, 2020, the Issuer may also redeem all or part of the Notes if the Issuer pays a "make-whole" premium. In addition, at any time prior to
June 15, 2020, the Issuer may also redeem up to 40% of the Notes with the net proceeds from one or more equity offerings. See "Description of the Notes" for further
information.
Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an offer to repurchase all of the Notes at a redemption price equal
to 101% of the principal amount thereof. In the event of the occurrence of certain developments in applicable tax law, the Issuer may redeem all, but not less than all, of the
Notes. See "Description of the Notes" for further information.
Pending the consummation of the Acquisition (as defined hereinafter), the Issuer has procured that the gross proceeds of the Offering were deposited into an escrow account
(the "Escrow Account"). The Escrow Account is controlled by the Escrow Agent (as defined hereinafter, and charged on a first- ranking basis in favor of the Trustee on
behalf of the holders of the Notes pursuant to the escrow account charge (the "Escrow Charge") dated as of the Issue Date among, inter alios, the Issuer and The Bank of
New York Mellon, London Branch, as escrow agent (the "Escrow Agent"). The release of the escrow proceeds will be subject to the satisfaction of certain conditions,
including conditions relating to the Acquisition (the date of such release, the "Completion Date"). If the Completion Date does not occur on or prior to November 13, 2017
(the "Escrow Longstop Date") or upon the occurrence of certain other conditions, then all of the Notes will be subject to a special mandatory redemption. The special
mandatory redemption price will be equal to 100% of the aggregate issue price of the Notes, plus accrued and unpaid interest and Additional Amounts, if any, from the Issue
Date to, but not including, the date of such special mandatory redemption. See "Description of the Notes--Escrow of Proceeds; Special Mandatory Redemption."
Prior to the release of the proceeds of the Offering from the Escrow Account, the Notes are senior obligations of the Issuer secured in favor of the Trustee on behalf of the
holders of the Notes by a first-ranking charge over the gross proceeds of the Offering held in the Escrow Account. The Notes are senior secured obligations of the Issuer and
rank equal in right of payment with all of the Issuer's existing and future senior indebtedness and rank senior to all of the Issuer's existing and future indebtedness that is
subordinated in right of payment to the Notes. Within 10 business days following the Merger Date, the Notes will be guaranteed on a senior basis by the Guarantor. The
Notes Guarantee will rank equal in right of payment with all of the Guarantor's existing and future unsubordinated indebtedness and will rank senior to the Guarantor's
existing and future indebtedness that is subordinated in right of payments to the Notes. The Notes Guarantee will be subject to contractual and legal limitations that may limit
its enforceability, and the Notes Guarantee may be released under certain circumstances. See "Risk factors--Risks related to the Notes, the Notes Guarantee and Collateral"
and "Limitations on validity and enforceability of the Notes Guarantee and security interests and certain insolvency law considerations."
Upon release of the proceeds of the Offering from the Escrow Account and satisfaction of other conditions, within 10 business days following the Completion Date and prior
to the Merger Date, the Notes will be secured by first-ranking security interests over: (i) all of the shares of the Company; and (ii) the Issuer's interest in the receivables in
respect of the Proceeds Loan (as defined herein) (collectively, the "Pre-Merger Collateral") as more fully described elsewhere in this offering memorandum (the "Offering
Memorandum"). As soon as practicable following the Completion Date and in any case within twelve months thereof, we have agreed to merge the Issuer and the Company
in accordance with Articles 2501-bis and following of the Italian Civil Code (the "Merger" and, the entity resulting from the Merger, "MergerCo"). MergerCo will succeed
to the Issuer's obligations with respect to the Notes or any substantially similar form of Merger. Following the Merger and no later than 10 business days following the
Merger Date, the Notes will be secured by first-ranking security interests over: (i) in respect of the Pre-Merger Collateral relating to the pledge of all of the shares of the
Issuer, a confirmation of such security in respect of the shares of MergerCo; (ii) all of the shares of the Guarantor; and (iii) the Issuer's interest in the receivables in respect of
certain intercompany loans by MergerCo to certain of its subsidiaries existing as of the Completion Date (collectively, the "Post-Merger Collateral" and together with the
Pre-Merger Collateral and the Escrow Charge, the "Collateral").
Within 10 business days following the Completion Date, the Revolving Credit Facility (as defined herein) will also be secured by the Collateral on a first-ranking basis and
additionally by a special lien (privilegio speciale) over movable assets of the Company. Under the terms of the Intercreditor Agreement (as defined herein), lenders under the
Revolving Credit Facility and counterparties to certain future hedging obligations and other indebtedness, if any, will receive proceeds from any enforcement of the foregoing
security interests in the Collateral in priority to holders of the Notes. See "Description of the Notes--Security." The Collateral will be subject to the Agreed Security
Principles (as defined in "Description of the Notes") and limitations under applicable law, and may be released in certain circumstances. See "Limitations on validity and
enforceability of the Notes Guarantee and security interests and certain insolvency law considerations."
Subject to and as set forth in "Description of the Notes--Withholding Taxes," the Issuer will not be liable to pay any additional amounts to holders of the Notes in relation to
any withholding or deduction required pursuant to Italian Legislative Decree No. 239 of April 1, 1996 (as the same may be amended or supplemented from time to time)
("Decree No. 239") where the Notes are held by a person resident in a country not included in the list issued under Article 11, paragraph 4, letter c) of Decree No. 239, and
otherwise in the circumstances as described in "Description of the Notes--Withholding Taxes."
This Offering Memorandum includes information on the terms of the Notes and the Notes Guarantee, including redemption and repurchase prices, security, covenants and
transfer restrictions.
There is currently no public market for the Notes. Application has been made to have the Notes listed on the Official List of the Luxembourg Stock Exchange and admitted to
trading on the Euro MTF Market of the Luxembourg Stock Exchange. This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on
prospectus for securities dated July 10, 2005, as amended.
The Notes were represented on the Issue Date by two or more global notes, which were delivered through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking
S.A. ("Clearstream") on the Issue Date. See "Book-entry, delivery and form."
Investing in the Notes involves a high degree of risk. See "Risk factors" beginning on page 32.
Issue price for the Notes: 98.00% plus accrued interest, if any, from the Issue Date
Neither the Notes nor the Notes Guarantee have been or will be registered under the U.S. federal securities laws or the securities laws of any other jurisdiction. The
Notes are being offered and sold only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), and outside the United States in accordance with Regulation S under the U.S. Securities Act of 1933, as amended. See "Notice to investors" and
"Plan of distribution" for additional information about eligible offerees and transfer restrictions.
Joint Physical Bookrunners
J.P. Morgan
UniCredit Bank
Financial Advisor to the Issuer
Vitale & Co.
The date of this Offering Memorandum is July 13, 2017.

Table of contents
Page
Important information about this offering memorandum ........................................................................ ii
Forward-looking statements .................................................................................................................... vi
Presentation of financial information ...................................................................................................... ix
Currency presentation and exchange rate information ........................................................................... xii
Certain definitions ................................................................................................................................. xiii
Industry and market data ........................................................................................................................ xx
Summary .................................................................................................................................................. 1
Corporate structure and certain financing arrangements ....................................................................... 11
The Offering........................................................................................................................................... 14
Summary historical consolidated financial information and other data ................................................. 23
Risk factors ............................................................................................................................................ 30
Use of proceeds ...................................................................................................................................... 80
Capitalization ......................................................................................................................................... 84
Selected historical financial information ............................................................................................... 87
Management's discussion and analysis of financial condition and results of operations ...................... 90
Industry ................................................................................................................................................ 123
Business ............................................................................................................................................... 132
Management ......................................................................................................................................... 174
Our shareholder .................................................................................................................................... 180
Certain relationships and related party transactions............................................................................. 181
Description of certain financing arrangements .................................................................................... 183
Description of the Notes ...................................................................................................................... 204
Book-entry, delivery and form ............................................................................................................. 303
Plan of distribution ............................................................................................................................... 322
Notice to investors ............................................................................................................................... 324
Legal matters ........................................................................................................................................ 328
Independent auditors ............................................................................................................................ 329
Where you can find additional information ......................................................................................... 330
Service of process and enforcement of civil liabilities ........................................................................ 331
Limitations on validity and enforceability of the Notes Guarantee and security interests and
certain insolvency law considerations ..................................................................................... 333
Listing and general information ........................................................................................................... 354
Index to consolidated financial statements .......................................................................................... F-1
Unaudited financial information of the Issuer as of June 1, 2017.......................................................A-1

i

Important information about this offering memorandum
The Issuer has prepared this Offering Memorandum solely for use in connection with the proposed
offering of the Notes. 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 securities.
By accepting delivery of this Offering Memorandum, you agree to the foregoing.
J.P. Morgan Securities plc and UniCredit Bank AG (the "Initial Purchasers"), the Trustee and the
Agents (as defined herein) make no representation or warranty, express or implied, as to the accuracy
or completeness of the information set forth in this Offering Memorandum. Nothing contained in this
Offering Memorandum is or should be relied upon as a promise or representation by the Initial
Purchasers as to the past or the future. You agree to the foregoing by accepting this Offering
Memorandum.
Except as provided below, we accept responsibility for the information contained in this Offering
Memorandum. We have made all due inquiries and confirm that to the best of our knowledge and
belief, the information contained in this Offering Memorandum is in accordance with the facts and
does not omit anything likely to affect the import of such information. The information set out in
relation to sections of this Offering Memorandum describing clearing and settlement arrangements,
including the section entitled "Book-entry, delivery and form," is subject to change in or
reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream currently in
effect. While the Issuer accepts responsibility for accurately summarizing the information concerning
Euroclear and Clearstream, the Issuer does not accept further responsibility in respect of such
information. In addition, this Offering Memorandum contains summaries believed to be accurate with
respect to certain documents, but reference is made to the actual documents for complete information.
All such summaries are qualified in their entirety by such reference. Copies of documents referred to
herein will be made available to prospective investors upon request to the Issuer. The information in
this Offering Memorandum is current only as of the date on its cover, and may change after that date.
For any time after the cover date of this Offering Memorandum, the Issuer does not represent that its
affairs are the same as described or that the information in this Offering Memorandum is correct, nor
does the Issuer imply those things by delivering this Offering Memorandum or selling Notes to you.
References to any website contained herein do not form a part of this Offering Memorandum.
By receiving this Offering Memorandum, you acknowledge that you have had an opportunity to
request from the Issuer 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 in connection
with your investigation of the accuracy of this information or your decision whether to invest in the
Notes. You should consult your own legal, tax and business advisors regarding an investment in the
Notes. Information in this Offering Memorandum is not legal, tax or business advice.
You may not use any information herein for any purpose other than considering an investment in the
Notes.
The Issuer reserves the right to withdraw this Offering of the Notes at any time. The Issuer and the
Initial Purchasers reserve the right to reject any offer to purchase the Notes in whole or in part for any
reason or for no reason and to allot to any prospective purchaser less than the full amount of the Notes
sought by such purchaser.
This Offering Memorandum is not an offer to sell the Notes and it is not soliciting an offer to buy any
Notes in any jurisdiction in which such offer or sale is not permitted.
The distribution of this Offering Memorandum and the offer and sale of the Notes may, in certain
jurisdictions, be restricted by law. None of the Issuer, the Guarantor or the Initial Purchasers represent
that this Offering Memorandum may be lawfully distributed, or that any Notes may be lawfully
offered, in compliance with any applicable registration or other requirements in any such jurisdiction,
ii

or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any
such distribution or offering. None of the Issuer, the Guarantor or the Initial Purchasers shall have any
responsibility for any of the foregoing legal requirements. In particular, no action has been taken by
any of the Issuer or the Initial Purchasers which would permit a public offering of any Notes or
distribution of this Offering Memorandum in any jurisdiction where action for that purpose is
required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this
Offering Memorandum nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with all
applicable laws and regulations.
Each purchaser of the Notes must comply with all applicable laws and regulations in force in each
jurisdiction in which it purchases, offers or sells the Notes or possesses or distributes this Offering
Memorandum, and must obtain any consent, approval or permission required for the purchase, offer
or sale by it of the Notes under the laws and regulations in force in any jurisdiction to which it is
subject or in which it makes purchases, offers or sales. Persons into whose possession this Offering
Memorandum or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of Offering Memorandum and the offering and sale of Notes. In
particular, there are restrictions on the offer and sale of the Notes, and the circulation of documents
relating thereto, in certain jurisdictions including the United States and the United Kingdom and to
persons connected therewith. See "Notice to investors." We do not make any representation to you
that the Notes are a legal investment for you.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission
or any other securities commission or regulatory authority in the United States, nor have the foregoing
authorities approved this Offering Memorandum or confirmed the accuracy or determined the
adequacy of the information contained in this Offering Memorandum. Any representation to the
contrary is a criminal offense in the United States.
We have applied to have the Notes listed on the Official List of the Luxembourg Stock Exchange and
admitted for trading on the Euro MTF Market of the Luxembourg Stock Exchange. We have also
applied for an additional listing for the Notes on the ExtraMOT Pro Segment of the Italian Stock
Exchange (Borsa Italiana).
In connection with the Offering, the Initial Purchasers are not acting for anyone other than the Issuer
and will not be responsible to anyone other than the Issuer for providing the protections afforded to
their clients nor for providing advice in relation to the Offering.
Stabilization
IN CONNECTION WITH THIS OFFERING, J.P. MORGAN SECURITIES PLC, OR PERSONS
ACTING ON THEIR 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 STABILIZATION ACTION MAY NOT NECESSARILY OCCUR. ANY
STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE
AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER THE DATE ON WHICH THE ISSUER HAS RECEIVED THE
PROCEEDS OF THE ISSUE AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
NOTES. ANY STABILIZATION ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY
THE RELEVANT STABILIZING MANAGER (OR PERSONS ACTING ON THEIR BEHALF) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES AND WILL BE UNDERTAKEN
AT THE OFFICES OF THE STABILIZING MANAGER (OR PERSONS ACTING ON THEIR
BEHALF) AND ON THE EURO MTF MARKET OF THE LUXEMBOURG STOCK EXCHANGE.
iii

Notice to investors in the United States
This Offering Memorandum is being submitted in the United States to a limited number of QIBs for
informational use solely in connection with the consideration of the purchase of the Notes. Its use for
any other purpose in the United States is not authorized. It may not be copied or reproduced in whole
or in part nor may it be distributed or any of its contents disclosed to anyone other than the
prospective investors to whom it is originally submitted.
For this Offering, the Issuer, the Guarantor and the Initial Purchasers are relying upon exemptions
from registration under the U.S. Securities Act for offers and sales of securities which do not involve a
public offering, including Rule 144A under the U.S. Securities Act. Prospective investors are hereby
notified that sellers of the Notes and Notes Guarantee may be relying on the exemption from the
provision of Section 5 of the U.S. Securities Act provided by Rule 144A. The Notes are subject to
restrictions on transferability and resale. Purchasers of the Notes may not transfer or resell the Notes
except as permitted under the U.S. Securities Act and applicable U.S. state securities laws. See
"Notice to investors."
Notice to certain European investors
European Economic Area
This Offering Memorandum has been prepared on the basis that all offers of the Notes in any member
state of the European Economic Area (the "EEA") will be made pursuant to an exemption under the
Prospectus Directive from the requirement to publish a prospectus for offers of the Notes. The
expression Prospectus Directive means Directive 2003/71/EC (as amended), and includes any relevant
implementing measure in the Member State concerned.
United Kingdom
This Offering Memorandum is for distribution only to, and is only directed at, persons who (i) have
professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the "Financial
Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net- worth
companies, unincorporated associations, etc.") of the Financial Promotion Order or (iii) are outside
the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) 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"). This Offering Memorandum is directed only at relevant
persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this document relates is available only to relevant persons
and will be engaged in only with relevant persons.
Italy
The Offering has not been cleared by the Commissione Nazionale per la Società e la Borsa
("CONSOB") (the Italian securities exchange commission), pursuant to Italian securities legislation
and will not be subject to formal review by CONSOB. 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 "Issuer
Regulation"), implementing Article 100 of 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 Issuer Regulation.
iv

Each Initial Purchaser has 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 must be in compliance with the
selling restrictions under (a) and (b) above and must be:
(a) made
by
soggetti abilitati (including investment firms, banks or financial intermediaries, as
defined by Article 1, first paragraph, letter r), of the Italian Financial Act), to the extent duly
authorized to engage in the placement and/or underwriting and/or purchase of financial
instruments in the Republic of Italy in accordance with the relevant provisions of the Italian
Financial Act, the Regulation No. 16190, as amended, Legislative Decree No. 385 of
September 1, 1993, as amended (the "Italian Banking Act"), the Issuer Regulation and any
other applicable laws and regulations; and
(b)
in compliance with all relevant Italian securities, tax, exchange control and any 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.
For a further description of certain restrictions on offers and sales of the Notes and the distribution of
this Offering Memorandum in the Republic of Italy, see "Notice to investors."
Notice to Canadian Investors
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that
are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the Notes must be made in accordance with an exemption from, or in a transaction not
subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Offering Memorandum (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of the purchaser's province
or territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the
Initial Purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this Offering.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH
YOU SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN
INVESTMENT IN THE NOTES.
v

Forward-looking statements
This Offering Memorandum includes forward-looking statements within the meaning of the securities
laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited
to, all statements other than statements of historical facts contained in this Offering Memorandum,
including, without limitation, those regarding the Issuer's and its consolidated subsidiaries
(collectively, the "Group") future financial position and results of operations, their strategies, plans,
objectives, goals and targets, future developments in the markets in which the Group participates or is
seeking to participate or anticipated regulatory changes in the markets in which the Group operates or
intends to operate. In some cases, you can identify forward-looking statements by terminology such as
"aim," "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "guidance,"
"intend," "may," "plan," "potential," "predict," "projected," "should," or "will" or the negative of
such terms or other comparable terminology.
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. We caution you that forward-looking statements are not guarantees of
future performance and are based on numerous assumptions and that our actual results of operations,
including our financial condition and liquidity and the development of the industries in which we
operate, may differ materially from (and be more negative than) those made in, or suggested by, the
forward-looking statements contained in this Offering Memorandum. In addition, even if our results
of operations, including our financial condition and liquidity and the development of the industries 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. Important risks, uncertainties and other factors that could cause these differences
include, but are not limited to:
·
risks related to delayed payments from public sector entities and healthcare
customers;
·
risks related to the increase in DSOs and liquidity constraints following the
Transactions;
·
unfavorable economic conditions in Italy;
·
risks related to certain proceedings involving CONSIP and ANAC, as well as claims
of anti- competitive practices;
·
loss of major customers and/or deterioration in commercial terms upon renewal of
contracts with major customers;
·
impact of competitive pressures;
·
impact of the centralization of procurement contracts in the public sector;
·
impact of current and future public spending cuts or new outsourcing policies among
public sector entities;
·
risks related to the termination of PSE and healthcare customer contracts;
·
risks related to our subcontractors' activities;
·
risks related to our inability to obtain performance bonds, securities or guarantees and
to the enforcement of our existing performance bonds, securities or guarantees;
vi

·
inability to accurately estimate future costs of integrated facility management
services;
·
liability risks related to the sterilization of laundry and surgical instruments and
certain other services we provide;
·
risks associated with our environmental responsibilities and other regulatory
requirements;
·
inability to cater to customer preferences and provide consistent quality of service;
·
risks related to start-ups and acquisitions;
·
risks related to the collective bargaining agreement applicable to cleaning and facility
management and to employee leasing arrangements;
·
risks related to claims arising out of temporary joint associations;
·
risks related to the actions of our employees;
·
failure of our information technology system;
·
adequacy of insurance coverage;
·
labor disruptions;
·
inability to retain key employees;
·
risks related to litigation and other legal proceedings;
·
risks related to safeguarding privacy of data;
·
risks related to the instability of the euro;
·
risks related to our capital structure;
·
risks related to our indebtedness;
·
risks related to the Notes, the Notes Guarantee and the Collateral; and
·
other factors discussed in this Offering Memorandum.
We urge you to read the sections of this Offering Memorandum entitled "Risk factors,"
"Management's discussion and analysis of financial condition and results of operations," "Industry,"
"Business" and "Limitations on validity and enforceability of the Notes Guarantee and security
interests and certain insolvency law considerations" for a more complete discussion of the factors that
could affect the Group's future performance and the markets in which it operates. In light of these
risks, uncertainties and assumptions, the forward-looking events described in this Offering
Memorandum may not occur. These forward-looking statements speak only as of the date on which
the statements were made. We undertake no obligation to update or revise any forward-looking
statement or risk factors, whether as a result of new information, future events or developments or
otherwise. All subsequent written and oral forward-looking statements attributable to us or to persons
acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to
above and contained elsewhere in this Offering Memorandum, including those set forth under "Risk
factors."
vii

The risks set forth under "Risk factors" are not exhaustive. Other sections of this Offering
Memorandum describe additional factors that could adversely affect our business, financial condition
or results of operations. Moreover, we operate in a very competitive and rapidly changing
environment. New risk factors 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 factor,
or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements. Given these risks and uncertainties, prospective investors should not
place undue reliance on forward-looking statements as a prediction of actual results.
viii

Presentation of financial information
Financial statements
The Issuer is a holding company formed for the purpose of facilitating the Transactions (as defined
under "Certain definitions") and is not expected to engage in any activities other than those related to
its formation and the Transactions. The Issuer's only material assets and liabilities following the
Offering will be, and are expected in the future to be, its interest in the issued and outstanding shares
of the Company and the Notes. In addition, see pages A-1 and A-2 for certain unaudited financial
information of the Issuer on a standalone basis as of June 1, 2017.
All historical financial information included in this Offering Memorandum is that of the Company and
its consolidated subsidiaries. In particular, this Offering Memorandum includes and presents (i) a
convenience translation into English of the audited consolidated financial statements of the Company
and its consolidated subsidiaries as of and for the years ended December 31, 2016, 2015 and 2014,
prepared in accordance with the International Financial Reporting Standards adopted by the European
Union ("IFRS"), audited by EY S.p.A. (formerly Reconta Ernst & Young S.p.A., "EY") (the
"Audited Consolidated Financial Statements") and a convenience translation into English of the
auditors' reports, with respect thereto, dated April 21, 2017, April 12, 2016 and April 13, 2015,
respectively and (ii) a convenience translation into English of the unaudited interim condensed
consolidated financial statements of the Company and its consolidated subsidiaries as of and for the
three months ended March 31, 2017 and 2016, prepared in accordance with International Accounting
Standard 34 (the "Unaudited Interim Condensed Consolidated Financial Statements" and,
together with the Audited Consolidated Financial Statements, the "Company Financial Statements")
and a convenience translation into English of the auditors' review reports, with respect thereto dated
June 20, 2017. The Company Financial Statements in Italian and EY reports thereon are not included
or incorporated by reference in this Offering Memorandum.
The unaudited financial information for the twelve months ended March 31, 2017 has been derived by
subtracting from the audited consolidated financial statements of the Company and its consolidated
subsidiaries for the year ended December 31, 2016 the information from the unaudited interim
condensed consolidated financial statements for the three months ended March 31, 2016 and adding
the information from the unaudited interim condensed consolidated financial statements for the three
months ended March 31, 2017.
The Audited Consolidated Financial Statements and the Unaudited Interim Condensed Consolidated
Financial Statements contained in the F-Pages to this Offering Memorandum should be read in
conjunction with the relevant notes thereto. Prospective investors are advised to consult their
professional advisors for an understanding of: (i) the differences between IFRS and other systems of
generally accepted accounting principles and how those differences might affect the financial
information included in this Offering Memorandum and (ii) the impact that future additions to, or
amendments of, IFRS principles may have on the Company's results of operations and/or financial
condition, as well as on the comparability of the prior periods.
The report of our independent auditors on the Company's consolidated financial statements as of and
for the year ended December 31, 2016 and the review report of our independent auditors on the
Company's interim condensed consolidated financial statements as of and for the three months ended
March 31, 2017 were unqualified but did contain emphasis of matter paragraphs regarding disclosures
made by our directors and contained in the explanatory notes with respect to fines levied by the Italian
Competition Authority and to certain investigations by the Public Prosecutor's Office of Naples. The
report of our independent auditors on the Company's consolidated financial statements as of and for
the year ended December 31, 2015 and the review report of our independent auditors on the
Company's interim condensed consolidated financial statements as of and for the three months ended
March 31, 2016 were unqualified but did contain emphasis of matter paragraph regarding disclosures
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