Obligation Rekeepr 7.25% ( XS2291911282 ) en EUR

Société émettrice Rekeepr
Prix sur le marché 100 %  ▲ 
Pays  Italie
Code ISIN  XS2291911282 ( en EUR )
Coupon 7.25% par an ( paiement semestriel )
Echéance 31/01/2026 - Obligation échue



Prospectus brochure de l'obligation Rekeep XS2291911282 en EUR 7.25%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 370 000 000 EUR
Description détaillée 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 XS2291911282, paye un coupon de 7.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2026







OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
REKEEP S.p.A.
20,000,000 7.25% Senior Secured Notes due 2026
Rekeep S.p.A., a joint stock company (società per azioni ) incorporated under the laws of Italy (the "Issuer"), is offering (the "Offering") 20.0 million aggregate principal amount of its
additional 7.25% senior secured notes due 2026 (the "New Notes").
The Notes will be issued as "Additional Notes" by the Issuer under an indenture (the "Indenture"), dated as of January 28, 2021 (the "Original Issue Date"), among, inter alios , the
Issuer, The Law Debenture Trust Corporation p.l.c., as trustee (the "Trustee") and UniCredit S.p.A., as security agent (the "Security Agent") pursuant to which the Issuer issued on the
Original Issue Date, 350.0 aggregate principal amount of its original 7.25% senior secured notes due 2026 (the "Original Notes" and together with the New Notes, the "Notes"). The
Original Notes were offered pursuant to an offering memorandum dated January 20, 2021 (the "Original Offering Memorandum"). The proceeds of the New Notes will be used for
general corporate purposes.
This New Notes offering memorandum (the "Offering Memorandum") includes the Original Offering Memorandum, which is attached hereto and which forms a part hereof. This
document (i) supersedes the information in the Original Offering Memorandum to the extent inconsistent with the information in the Original Offering Memorandum and (ii)
supplements the information contained in the Original Offering Memorandum so that any statement contained in the Original Offering Memorandum will be deemed to be modified to
the extent that a statement herein modifies such statement. Unless otherwise indicated, terms used but not defined herein have the meaning assigned to such terms in the Original
Offering Memorandum. The covenants, events of default and other terms applicable to the New Notes will be identical to those applicable to the Original Notes contained in the
Original Offering Memorandum under the heading "Description of the Notes ." The New Notes and the Original Notes will be treated as a single class for all purposes under the
Indenture.
The Notes will mature on February 1, 2026. The Issuer will pay interest on the Notes semi-annually in arrears on each of February 1 and August 1, commencing on August 1, 2021. An
amount equivalent to the interest that would have accrued on the New Notes if they had been issued on January 28, 2021 to the New Issue Date (as defined below) will be added to
the Issue Price (as defined below). Prior to February 1, 2023, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes (including aggregate principal amount of
any Additional Notes issued (including the New Notes)) with the net proceeds from one or more equity offerings at a redemption price equal to 107.25% of the aggregate principal
amount of the Notes redeemed, plus accrued and unpaid interest and additional amounts, if any. Prior to February 1, 2023, the Issuer may on one or more occasions redeem during
each calendar year commencing on the Original Issue Date up to 10% of the then-outstanding aggregate original principal amount of the Notes (including the aggregate principal
amount of any Additional Notes (including the New Notes)) at a redemption price equal to 103% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and
additional amounts, if any. Prior to February 1, 2023, the Issuer may also redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes
redeemed plus accrued and unpaid interest and additional amounts, if any, to the redemption date plus a "make-whole" premium, as described in this Offering Memorandum. At any
time on or after February 1, 2023, the Notes may be redeemed at the redemption prices specified elsewhere in the Original Offering Memorandum. The Issuer may also redeem all of
the Notes upon the occurrence of certain changes in applicable tax law at a redemption price equal to 100% of the amount of the Notes, plus accrued and unpaid interest and
additional amounts, if any. Upon the occurrence of certain events constituting a change of control, each holder of the Notes may require the Issuer to repurchase all or a portion of its
Notes at 101% of their principal amount plus accrued and unpaid interest and additional amounts, if any.
Upon the initial issuance of the New Notes on the New Issue Date (as defined below), the New Notes will be senior secured obligations of the Issuer, ranking equal in right of payment
to all of the Issuer's existing and future senior indebtedness and senior to all of the Issuer's future indebtedness that is subordinated in right of payment to the New Notes and will not
be guaranteed by any of the Issuer's subsidiaries. On or about the New Issue Date, the New Notes will be secured by first-ranking security interests over all of the shares of the Issuer
held by MSC and the Issuer's interest in the receivables in respect of certain material intercompany loans owing to it by certain of the Issuer's subsidiaries, in each case subject to the
Agreed Security Principles (as defined herein) (the "New Issue Date Collateral"). As soon as reasonably practicable and no later than 10 business days following the Original Issue Date,
we will submit an application with the Italian Golden Power Authority (as defined in the Original Offering Memorandum) pursuant to the Italian Golden Power Legislation (as defined
in the Original Offering Memorandum) in order for the Guarantor Collateral (as defined in the Original Offering Memorandum) to be granted. No later than 30 days following receipt
of the Italian Golden Power Clearance (as defined in the Original Offering Memorandum), the Notes will be secured by first-ranking security interests over all of the shares of the
Guarantor (the "Guarantor Collateral", and (as and when granted) together with the Issue Date Col ateral, the "Collateral"), subject to the Agreed Security Principles (as defined
herein). Unless the Italian Golden Power Authority (as defined herein) specifically opposes to the grant of the Notes Guarantee in its response to our application to receive the Italian
Golden Power Clearance with respect to the Guarantor Collateral, we will grant the Notes Guarantee on an unsecured basis, subject to the Agreed Security Principles, no later than 30
days following such answer from the Italian Golden Power Authority. The Notes Guarantee will be a senior obligation of the Guarantor and will rank equal in right of payment to all of
the Guarantor's existing and future senior indebtedness and will rank senior to all of the Guarantor's future indebtedness that is subordinated in right of payment to the Notes
Guarantee. The Collateral also secures the Revolving Credit Facility on a super senior basis pursuant to the Intercreditor Agreement (as defined herein). The Revolving Credit Facility is
also secured by a special lien (privilegio speciale ) over the Issuer's movable assets. Pursuant to the Intercreditor Agreement, in the event of enforcement of the security interests over the
Collateral or certain distressed sales, lenders under the Revolving Credit Facility and counterparties to certain hedging obligations (if any) will be entitled to be repaid with the proceeds
from enforcement or such distressed sale in priority to the holders of the Notes. See "Risk factors--Risks related to the Notes, the Notes Guarantee and the Collateral--Creditors under
the Revolving Credit Facility and certain future hedging obligations, if any, and certain debt that we incur in the future may be entitled to be repaid with the proceeds of the Collateral
securing the Notes in priority to the Notes ." See "Risk factors--Risks related to the Notes, the Notes Guarantee and the Collateral--The grant of the Guarantor Collateral is subject to the
Italian Golden Power Clearance and the outcome of such process is uncertain ." The Notes Guarantee, as and when granted, and the security interests in the Collateral (as applicable)
will be subject to contractual and legal limitations that will materially limit their enforceability, and the Notes Guarantee may be released under certain circumstances. See "Risk factors--
Risks related to the Notes, the Notes Guarantee and the Collateral " and "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--Additional Amounts ," the Issuer will not be liable to pay any additional amounts to holders of the Notes in relation to certain
circumstances, including 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") if the Notes are held by a person resident in a country that is not included in the list issued under Article 11(4)(c) of Decree No. 239, and otherwise in
the circumstances as described in "Description of the Notes--Additional Amounts."
The Original Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market thereof. There is currently no public market for
the New Notes. Application has been made to list the New Notes on the Official List of the Luxembourg Stock Exchange and to admit them for trading on the Euro MTF Market
thereof. There is no assurance that the New Notes will be listed on the Official List of Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market thereof.
Investing in the Notes involves risks. See "Risk factors" beginning on page 33 of the Original Offering Memorandum for a discussion of certain risks that you should consider in
connection with an investment in the Notes.
Issue price for the New Notes: 102.750% of principal plus an amount equivalent to the interest that would have accrued on the New Notes if they had been issued on January 28,
2021 to (but excluding) the New Issue Date.
The New Notes and the Notes Guarantee 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. Accordingly, the New Notes and the Notes Guarantee are being offered and sold inside the United States only to qualified institutional buyers
("QIBs") in accordance with Rule 144A under the U.S. Securities Act ("Rule 144A") and outside the United States in offshore transactions in accordance with Regulation S under the
U.S. Securities Act ("Regulation S"). Prospective purchasers that are QIBs are hereby notified that the Initial Purchasers may be relying on the exemption from the provisions of
Section 5 of the U.S. Securities Act provided by Rule 144A. See "Plan of distribution" and "Notice to investors" for additional information about eligible offerees and transfer
restrictions.
The New Notes will be issued in minimum denominations of 100,000 and integral multiples of 1,000 in excess thereof. The New Notes will be represented upon issuance by one or
more global notes in registered form, which we expect 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 February 9, 2021 (the "New Issue Date"). See "Book-entry, delivery and form."
Joint Global Coordinators and Joint Physical Bookrunners
Joint Bookrunners
J.P. Morgan
UniCredit Bank
Goldman Sachs
Credit Suisse
International
The date of this Offering Memorandum is February 9, 2021.


Issuer:
Rekeep S.p.A.
Notes Offered:
New Notes
Aggregate principal amount:
20,000,000
Issue price:
102.750%, plus an amount equivalent to the interest that would have
accrued on the New Notes if they had been issued on January 28, 2021
to (but excluding) the New Issue Date
Gross proceeds:
20,550,000 (excluding the amount of interest that would have accrued
on the New Notes if they had been issued on the Original Issue Date to
(but excluding) the New Issue Date)
Maturity:
February 1, 2026
Interest Rate per annum:
7.250%
Yield to maturity:
6.592%
Benchmark:
0.5% DBR % due February 15, 2026
Spread to benchmark:
732 bps
Interest payment dates:
February 1 and August 1, commencing August 1, 2021
Day count convention:
Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months
Redemption provisions:
First call date:
February 1, 2023
Make-whole call:
Prior to February 1, 2023, at a redemption price equal to 100% of the
principal amount of the Notes, plus the Applicable Premium, plus
accrued and unpaid interest and Additional Amounts, if any, to, but
not including, the applicable redemption date
Optional redemption prices:
February 1, 2023 at 103.625%
February 1, 2024 at 101.8125%
February 1, 2025 and thereafter at 100.000%
10% at 103% Redemption:
At any time prior to February 1, 2023, the Issuer may on one or more
occasions redeem during each calendar year up to 10% of the original
principal amount of the Notes (including the original principal amount
of any Additional Notes, including the New Notes) at a redemption
price equal to 103% of the principal amount of the Notes redeemed,
plus accrued and unpaid interest and additional amounts, if any to, but
not including, the applicable redemption date
Change of Control:
Put at 101% of principal plus accrued and unpaid interest and
Additional Amounts, if any, to but excluding the applicable repurchase
date
Equity claw:
Prior to February 1, 2023, up to 40% of the Notes may be redeemed
using the net proceeds of one or more specified equity offerings at a
redemption price equal to 107.250% plus accrued and unpaid interest
and Additional Amounts, if any, to but not including the redemption
date
Reg S Identification
Numbers:
Reg S Common Code:
229191128
1


Reg S ISIN:
XS2291911282
New Notes:
The New Notes will have the same terms and conditions as the Original
Notes and will constitute a single series with, and will be treated as a
single class with, the Original Notes
Denominations:
100,000 minimum; 1,000 increments
Ratings:
B2 by Moody's Investors Services
B by Standard & Poor's
Trade date:
February 2, 2021
Settlement date:
February 9, 2021 (T+5)
Delivery:
Euroclear Bank SA/NV and Clearstream Banking, S.A.
Listing/Trading:
Application has been made to have the New Notes admitted to
the Official List of the Luxembourg Stock Exchange and for trading
on the Euro MTF Market of the Luxembourg Stock Exchange. In
addition, application will be made to obtain a secondary listing of the
New Notes on the ExtraMOT Market of the Italian Stock Exchange
Initial Purchasers:
J.P. Morgan AG
UniCredit Bank AG
Goldman Sachs International
Credit Suisse Securities, Sociedad de Valores, S.A.
Trustee:
The Law Debenture Trust Corporation p.l.c.
Governing law:
New York
Sources and uses for the offering of the New Notes
The expected estimated sources and uses of proceeds of the issuance of the Original Notes set forth on page
12 of the Original Offering Memorandum under the heading "Summary--The Refinancing" is updated as set
forth below. Actual amounts can vary from estimated amounts depending on several factors, including the
timing of the Offering and rounding effects.
Sources of funds
Uses of funds
( in millions)
New Notes offered hereby(1) ......
20.6 Cash at the Issuer(2) ........................
20.6
Total sources...............................
20.6 Total uses .......................................
20.6
(1)
Represents the gross proceeds of the New Notes offered hereby (reflecting 20.0 million aggregate principal amount of New Notes
at an issue price of 102.750%), excluding accrued and unpaid interest of 44,305.56 that would have accrued on the New Notes if
they had been issued on January 28, 2021 to (but excluding) the New Issue Date), which we will receive on the New Issue Date as
part of the gross proceeds from the offering of the New Notes.
(2)
Represents cash at the Issuer which is expected to be used for general corporate purposes. Such amount excludes costs, fees and
expenses associated with the Offering.
Other pro forma financial information
Certain information set forth on page 28 of the Original Offering Memorandum under the caption "Summary
historical consolidated financial information and other data--Other pro forma financial information" (including
the relevant footnotes) is updated as set out below.
As of and for
the twelve
months ended
September 30,
(millions of , except percentages and ratios)
2020
Pro forma cash and cash equivalents(9) ................................................................................
77.5
Gross Debt as Adjusted(3) ......................................................................................................
441.5
2


Net Debt as Adjusted(3).........................................................................................................
356.9
Net Senior Secured Debt as Adjusted(3) ...............................................................................
307.5
Pro forma net interest expense(5) .........................................................................................
29.3
Ratio of Gross Debt as Adjusted(3) to Pro forma Normalized EBITDA(1) ............................
3.8x
Ratio of Pro forma Normalized EBITDA(1) to Pro forma net interest expense(5) ...............
3.99x
(3)
Gross Debt as Adjusted is defined as Gross Debt as adjusted for the offering of the Original Notes and the Offering of the New
Notes. Net Debt as Adjusted is defined as Gross Debt as Adjusted minus 77.5 million of pro forma cash and cash equivalents minus
7.1 million of current financial assets, each as shown under "Capitalization." Net Senior Secured Debt as Adjusted is comprised of
indebtedness that is secured by liens which as of the Issue Date will consist of the Notes, 13.2 million of recourse (pro solvendo)
factoring, 2.4 million of reverse factoring and 6.5 million of finance leases. The foregoing differs from the manner in which
consolidated net leverage and senior secured indebtedness is defined and how consolidated net leverage ratio and consolidated
senior secured net leverage ratio will be tested in the Indenture. Prospective investors should carefully review the relevant definitions
set forth under "Description of the Notes--Certain definitions" in the Original Offering Memorandum as these will govern the terms
of the Notes. We are considering making a sale of receivables under one of our uncommitted recourse (pro solvendo) factoring
facilities in the amount of between 10 to 15 million which could occur on or about the New Issue Date. The foregoing amount has
not been presented in the calculation of the senior secured debt figures above because the sale of receivables is not certain, and
remains subject to certain conditions precedent. See "Description of Certain Financing Arrangements--Factoring facilities--Recourse
factoring" in the Original Offering Memorandum.
(5)
"Pro forma net interest expense" is defined as the interest expense on the Notes and other financial expenses in respect of other
obligations of the Group for the twelve months ended September 30, 2020, as if the Refinancing (as defined in the Original Offering
Memorandum) and the Offering of the New Notes had occurred on October 1, 2019, based upon the interest rate of the Notes. Pro
forma net interest expense excludes charges allocated to debt issuance costs, including discounts on the sale of receivables pursuant
to non-recourse factoring programs. Pro forma net interest expense is presented for illustrative purposes only and does not purport
to represent what our interest expense would have actually been had the Refinancing and the Offering of the New Notes occurred
on the date assumed, nor does it purport to project our interest expense for any future period of our financial condition at any
future date. The foregoing may differ from the manner in which consolidated interest expense is defined in accordance with the
Indenture. See "Description of the Notes--Certain definitions" in the Original Offering Memorandum. See also "Presentation of
financial information--Non-IFRS financial measures" in the Original Offering Memorandum.
(9)
"Pro forma cash and cash equivalents" is defined as the sum of cash and cash equivalents of the Issuer after adjustments to give
effect to the Refinancing (as defined in the Original Offering Memorandum) and the Offering of the New Notes as of September 30,
2020. See "Sources and uses for the offering of the New Notes" and "Capitalization." Pro forma cash and cash equivalents have not
been adjusted to give effect to any current or future payment obligations of the Group relating to the enforcement proceedings in
respect of performance and bid bonds by CONSIP or to the payment obligations (in installments) in respect of the FM4 legal
proceeding. See "Business--Legal Proceedings--CONSIP School Contracts Litigation" in the Original Offering Memorandum. Pro forma
cash and cash equivalents have not been adjusted for accrued interest and break costs in respect of the Existing Revolving Credit
Facility and accrued and unpaid interest on the CMF Existing Notes from December 15, 2020 to January 28, 2021 in the amount of
3.6 million (this figure also excludes the 6.3 million in interest that accrued from September 15, 2020 to December 15, 2020 and
that was paid on December 15, 2020, a regularly scheduled interest payment date). Additionally, pro forma cash and cash
equivalents have not been adjusted for certain other payments since September 30, 2020, such as payment in respect of the deferred
purchase price for the Naprzód Group. See "Management's discussion and analysis of financial condition and results of operations--
Contractual commitments and obligations."
Capitalization
The table and certain information on pages 94 and 95 of the Original Offering Memorandum under the
caption "Capitalization" are updated as set forth below in order to account, along with the Refinancing, for
the Offering of the New Notes.
As of September 30, 2020
(millions of )
Actual
As adjusted
Cash and cash equivalents ...................................................................................
110.9
77.5(9)
Notes offered hereby(2) ........................................................................................
--
20.0
Total Gross debt ..................................................................................................
455.4
441.5
Total capitalization(8) ...........................................................................................
525.5
511.6
(2)
Represents the aggregate principal amount of the New Notes.
(9)
Cash and cash equivalents have been adjusted to account for the proceeds of the Offering of the New Notes (reflecting 20.0 million
aggregate principal amount of New Notes at an issue price of 102.750%), excluding accrued and unpaid interest of 44,305.56 that
would have accrued on the New Notes if they had been issued on January 28, 2021 to (but excluding) the New Issue Date), which
we will receive on the New Issue Date as part of the gross proceeds from the offering of the New Notes. Cash and cash equivalents
have not been adjusted to give effect to any current or future payment obligations of the Group relating to the enforcement of
performance and bid bonds in connection with the CONSIP School Contracts Litigation or to the payment obligations (in
installments) in respect of the FM4 legal proceeding. See "Business--Legal Proceedings--CONSIP School Contracts Litigation." Pro
forma cash and cash equivalents have not been adjusted for accrued interest and break costs in respect of the Existing Revolving
Credit Facility and accrued and unpaid interest on the CMF Existing Notes from December 15, 2020 to January 28, 2021 in the
amount of 3.6 million (this figure also excludes the 6.3 million in interest that accrued from September 15, 2020 to December 15,
2020 and that was paid on December 15, 2020, a regularly scheduled interest payment date). Additionally, cash and cash equivalents
have not been adjusted for certain other payments since September 30, 2020, such as payment in respect of the deferred purchase
price for the Naprzód Group. See "Management's discussion and analysis of financial condition and results of operations--
Contractual commitments and obligations" in the Original Offering Memorandum.
3


Certain Italian Tax Considerations
Pursuant to Article 11(2) of Decree No. 239, the New Notes should be considered fungible with the applicable
series of Original Notes issued under the Indenture as a result of (i) the issuance of the New Notes occurring
within 12 months of the Original Issue Date; and (ii) the spread between (a) the issue price for the applicable
series of the Original Notes and (b) the issue price for the New Notes being less than one percentage point of
the principal amount of the issuance multiplied by the number of full years until the maturity date.
Certain United States Federal Income Tax Considerations
The following is a discussion of certain U.S. federal income tax considerations related to the purchase,
ownership and disposition of the New Notes, but does not purport to be a complete analysis of all potential
tax consequences. This discussion is limited to consequences relevant to a U.S. holder (as defined below)
except for the discussion of FATCA (as defined under "--Foreign Account Tax Compliance Act"), and does not
address the effects of any U.S. federal tax laws other than U.S. federal income tax laws (such as estate and gift
tax laws) or any state, local or non-U.S. tax laws. This discussion is based upon the U.S. Internal Revenue Code
of 1986, as amended (the "Code"), Treasury regulations issued thereunder (the "Treasury Regulations"), and
judicial and administrative interpretations thereof, each as in effect on the date hereof, and all of which are
subject to change, possibly with retroactive effect. No rulings from the IRS have been or are expected to be
sought with respect to the matters discussed below. There can be no assurance that the IRS will not take a
different position concerning the tax consequences of the purchase, ownership or disposition of the New
Notes or that any such position would not be sustained.
This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a
holder in light of such holder's particular circumstances, including the impact of the alternative minimum tax
or the unearned income Medicare contribution tax, or to holders subject to special rules, such as certain
financial institutions, U.S. expatriates, insurance companies, individual retirement accounts, dealers in securities
or currencies, traders in securities, U.S. holders whose functional currency is not the U.S. dollar, tax-exempt
entities, regulated investment companies, real estate investment trusts, partnerships or other pass through
entities and investors in such entities, U.S. holders that are resident in or have a permanent establishment in a
jurisdiction outside the United States, persons holding the New Notes as part of a "straddle," "hedge,"
"conversion transaction" or other integrated transaction, entities covered by the anti-inversion rules, and
persons subject to special tax accounting rules as a result of any item of gross income with respect to the New
Notes being taken into account in an applicable financial statement. In addition, this discussion is limited to
persons who purchase the New Notes for cash at the offering price indicated on the cover page of this
Offering Memorandum and who hold the New Notes as capital assets within the meaning of Section 1221 of
the Code (generally for investment).
For purposes of this discussion, a "U.S. holder" is a beneficial owner of a New Note that is, for U.S. federal
income tax purposes, (i) an individual who is a citizen or resident of the United States; (ii) a corporation or any
entity taxable as a corporation for U.S. federal income tax purposes created or organized in or under the laws
of the United States, any state thereof or the District of Columbia; (iii) any estate the income of which is
subject to U.S. federal income taxation regardless of its source; or (iv) any trust if a court within the United
States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons
have the authority to control all substantial decisions of the trust, or if a valid election is in place to treat the
trust as a U.S. person.
If any entity or arrangement treated as a partnership for U.S. federal income tax purposes holds the New
Notes, the U.S. tax treatment of a partner in the partnership generally will depend upon the status of the
partner and the activities of the partnership. A partnership considering an investment in the New Notes, and
partners in such a partnership, should consult their tax advisors regarding the U.S. federal income tax
consequences of the purchase, ownership and disposition of the New Notes.
Prospective purchasers of the New Notes should consult their tax advisors concerning the tax
consequences of holding New Notes in light of their particular circumstances, including the application of
the U.S. federal income tax considerations discussed below, as well as the application of other federal,
state, local, foreign or other tax laws.
4


Characterization of the New Notes
In certain circumstances (see "Description of the Notes--Optional Redemption," "Description of the Notes--
Additional Amounts," and "Description of the Notes--Change of Control"), the Issuer may be obligated to
redeem the New Notes for an amount in excess of their adjusted issue price, or may be obligated to make
certain payments on the New Notes in excess of stated principal and interest. The Issuer believes that the New
Notes should not be treated as contingent payment debt instruments due to the possibility of such a
redemption occurring or such excess payments being made. The Issuer's position is binding on a U.S. holder,
unless the U.S. holder discloses in the proper manner to the IRS that it is taking a different position. If the IRS
were to successfully challenge this position, and the New Notes were treated as contingent payment debt
instruments, U.S. holders could be required to accrue interest income at a rate different than their yield to
maturity and to treat as ordinary income, rather than capital gain, any gain recognized on a sale, exchange,
retirement, redemption or other taxable disposition of a New Note. The balance of this discussion assumes
that the New Notes will not be considered contingent payment debt instruments. U.S. holders are urged to
consult their own tax advisors regarding the potential application to the New Notes of the contingent
payment debt instrument rules and the consequences thereof.
Tax Fungibility
We intend to take the position, and this discussion assumes, that the New Notes will be part of the same issue
and will have the same issue date and issue price as, and will be fungible with, the Original Notes for U.S.
federal income tax purposes.
Pre-Issuance Accrued Interest
A portion of a U.S. holder's purchase price for the New Notes will be attributable to unpaid stated interest
that accrued prior to the date the New Notes are issued ("pre-issuance accrued interest"). We intend to take
the position (to the extent we are required to take a position), and the following discussion assumes, that a
portion of the first interest payment on a New Note equal to the amount of such pre-issuance accrued interest
should be treated as a return of such pre-issuance accrued interest and not as a payment of interest on the
New Notes. Amounts treated as a return of pre-issuance accrued interest should not be taxable when received
(except that a U.S. holder generally would be required to recognize exchange gain or loss, as discussed below,
in an amount equal to the difference, if any, between the U.S. dollar value of the pre-issuance accrued interest
at the time of purchase and at the time the payment of such pre-issuance accrued interest is received, as
determined at the spot rate in effect on each such date) and should be excluded from a U.S. holder's adjusted
tax basis in the applicable New Note.
Each U.S. holder should consult its tax advisor regarding the tax treatment of pre-issuance accrued interest.
Payments of Stated Interest
Subject to the above discussion of pre-issuance accrued interest, payments of stated interest on the New Notes
(including any additional amounts paid in respect of withholding taxes and without reduction for any amounts
withheld) generally will be includible in the gross income of a U.S. holder as ordinary income at the time that
such payments are received or accrued, in accordance with such U.S. holder's method of accounting for U.S.
federal income tax purposes.
A U.S. holder that uses the cash method of accounting for U.S. federal income tax purposes and that receives
a payment of stated interest on the New Notes will be required to include in income (as ordinary income) the
U.S. dollar value of the euro interest payment (translated at the spot rate of exchange on the date such
payment is received) regardless of whether the payment is in fact converted to U.S. dollars at such time. A
cash method U.S. holder will not recognize foreign currency exchange gain or loss with respect to the receipt
of such interest, but may recognize exchange gain or loss attributable to the actual disposition of the euro so
received.
A U.S. holder that uses the accrual method of accounting for U.S. federal income tax purposes (or who
otherwise is required to accrue interest prior to receipt) will be required to include in income (as ordinary
income) the U.S. dollar value of the amount of stated interest income in euro that has accrued with respect to
its New Notes during an accrual period. The U.S. dollar value of such euro denominated accrued interest will
be determined by translating such amount at the average spot rate of exchange for the accrual period or,
with respect to an accrual period that spans two taxable years, at the average spot rate of exchange for the
partial period within each taxable year. An accrual basis U.S. holder may elect, however, to translate such
accrued interest income into U.S. dollars at the spot rate of exchange on the last day of the interest accrual
5


period or, with respect to an accrual period that spans two taxable years, at the spot rate of exchange on the
last day of the taxable year. Alternatively, if the last day of an accrual period is within five business days of the
date of receipt of the accrued interest, a U.S. holder that has made the election described in the prior
sentence may translate such interest at the spot rate of exchange on the date of receipt of the interest. The
above election will apply to other debt instruments held by an electing U.S. holder and may not be changed
without the consent of the IRS. A U.S. holder that uses the accrual method of accounting for U.S. federal
income tax purposes will recognize exchange gain or loss with respect to accrued interest income on the date
such interest is received. The amount of exchange gain or loss recognized will equal the difference, if any,
between the U.S. dollar value of the euro payment received (translated at the spot rate of exchange on the
date such interest is received) in respect of such accrual period and the U.S. dollar value of the interest income
that has accrued during such accrual period (as determined above), regardless of whether the payment is in
fact converted to U.S. dollars at such time. Any such exchange gain or loss generally will constitute ordinary
income or loss and be treated, for foreign tax credit purposes, as U.S. source income or loss, and generally not
as an adjustment to interest income or expense.
Amortizable Bond Premium
If a U.S. holder purchases a New Note for an amount (not including any amount paid for pre-issuance accrued
interest, discussed above) in excess of its principal amount, such U.S. holder will be considered to have
purchased the New Note with "amortizable bond premium" in an amount equal to the excess.
Subject to certain exceptions and the limitation discussed in the following paragraph, a U.S. holder may elect
to amortize any amortizable bond premium as an offset to stated interest over the remaining term of a New
Note on a constant yield method. A U.S. holder making this election must generally use any amortizable bond
premium allocable to an accrual period to offset stated interest required to be included in income with respect
to the New Note in such accrual period. A U.S. holder that elects to amortize bond premium with respect to a
New Note must reduce its adjusted tax basis in the New Note by the U.S. dollar amount of the premium
amortized. An election to amortize bond premium applies to all taxable debt obligations owned at the
beginning of the first taxable year to which the election applies and thereafter acquired by such U.S. holder
and such election may be revoked only with the consent of the IRS. Amortizable bond premium will be
computed in foreign currency. A U.S. holder making the election to amortize bond premium may recognize
exchange gain or loss each period equal to the difference between the U.S. dollar value of bond premium with
respect to such period determined on the date the interest attributable to such period is received and the U.S.
dollar value of such amortized bond premium determined on the date of the acquisition of the New Note.
U.S. holders are urged to consult their tax advisors regarding the election to amortize bond premium, if
applicable. The New Notes are subject to call provisions at our option at various times. As a result, a U.S.
holder will calculate the amount of amortizable bond premium based on the amount payable on an applicable
call date if the use of the call price and the call date results in a smaller amortizable bond premium for the
period ending on the call date.
Foreign Tax Credit
Stated interest income on a New Note generally will constitute foreign source income and generally will be
considered "passive category income" in computing the foreign tax credit allowable to U.S. holders under U.S.
federal income tax laws. Any non-U.S. withholding tax paid by or on behalf of a U.S. holder at the rate
applicable to such holder may be eligible for foreign tax credits (or deduction in lieu of such credits) for U.S.
federal income tax purposes, subject to applicable limitations (including holding period and at risk rules).
There are significant complex limitations on a U.S. holder's ability to claim foreign tax credits. U.S. holders
should consult their tax advisors regarding the creditability or deductibility of any withholding taxes.
Sale, Exchange, Retirement, Redemption or Other Taxable Disposition of New Notes
Upon the sale, exchange, retirement, redemption or other taxable disposition of a New Note, a U.S. holder
generally will recognize gain or loss equal to the difference, if any, between the amount realized upon such
disposition (less any amount equal to any accrued but unpaid stated interest, which, unless it represents pre-
issuance accrued interest, will be taxable as interest income in accordance with the U.S. holder's method of tax
accounting as discussed above, to the extent not previously included in income by the U.S. holder) and such
U.S. holder's adjusted tax basis in the New Note.
A U.S. holder's adjusted tax basis in a New Note will, in general, be the cost of such New Note to such U.S.
holder (excluding any amount attributable to pre-issuance accrued interest), reduced by any amortizable bond
premium previously amortized with respect to such New Note. The cost of a New Note purchased with foreign
currency will generally be the U.S. dollar value of the foreign currency purchase price translated at the spot
6


rate on the date of purchase. If the applicable New Note is treated as traded on an established securities
market and the relevant U.S. holder is either a cash basis taxpayer or an accrual basis taxpayer who has made
the special election described below, such U.S. holder will determine the U.S. dollar value of the cost of such
New Note by translating the amount paid at the spot rate of exchange on the settlement date of the
purchase.
If a U.S. holder receives foreign currency on such a sale, exchange, retirement, redemption or other taxable
disposition of a New Note, the amount realized generally will be based on the U.S. dollar value of such foreign
currency translated at the spot rate of exchange on the date of disposition. In the case of a New Note that is
considered to be traded on an established securities market, a cash basis U.S. holder and, if it so elects, an
accrual basis U.S. holder, will determine the U.S. dollar value of such foreign currency by translating such
amount at the spot rate of exchange on the settlement date of the disposition. The special election available
to accrual basis U.S. holders in regard to the purchase or disposition of New Notes traded on an established
securities market must be applied consistently to all debt instruments from year to year held by the U.S. holder
and cannot be changed without the consent of the IRS. An accrual basis U.S. holder that does not make the
special election will recognize foreign currency exchange gain or loss to the extent that there are exchange
rate fluctuations between the disposition date and the settlement date, and such gain or loss generally will
constitute U.S. source ordinary income or loss.
Gain or loss recognized by a U.S. holder upon the sale, exchange, retirement, redemption or other taxable
disposition of a New Note that is attributable to fluctuations in currency exchange rates with respect to the
principal amount of such New Note generally will be U.S. source ordinary income or loss and generally will not
be treated as interest income or expense. Such gain or loss generally will equal the difference, if any, between
the U.S. dollar value of the U.S. holder's foreign currency purchase price for the New Note, translated at the
spot rate of exchange on the date principal is received from the Issuer or the U.S. holder disposes of the New
Note (excluding any pre-issuance accrued interest and reduced by any amortized bond premium), and the U.S.
dollar value of the U.S. holder's foreign currency purchase price for the New Note, translated at the spot rate
of exchange on the date the U.S. holder purchased such New Note (excluding any pre-issuance accrued
interest and reduced by any amortized bond premium). In addition, upon the sale, exchange, retirement,
redemption or other taxable disposition of a New Note, a U.S. holder may recognize foreign currency
exchange gain or loss attributable to amounts received with respect to accrued and unpaid stated interest
(including, for this purpose, pre-issuance accrued interest) which will be treated as discussed above under "--
Payments of Stated Interest" or "--Pre-Issuance Accrued Interest," as applicable. However, upon a sale,
exchange, retirement, redemption or other taxable disposition of a New Note, a U.S. holder will recognize any
foreign currency exchange gain or loss (including with respect to accrued stated interest and pre-issuance
accrued interest) only to the extent of total gain or loss realized by such U.S. holder on such disposition.
Any gain or loss recognized upon the sale, exchange, retirement, redemption or other taxable disposition of a
New Note in excess of foreign currency exchange gain or loss attributable to such disposition generally will be
U.S. source gain or loss and generally will be capital gain or loss. Capital gains of non-corporate U.S. holders
(including individuals) derived in respect of capital assets held for more than one year are generally eligible for
reduced rates of taxation. The deductibility of capital losses is subject to limitations.
U.S. holders should consult their tax advisors regarding how to account for payments made in a foreign
currency with respect to the acquisition, sale, exchange, retirement or other taxable disposition of a New Note
and the foreign currency received upon a sale, exchange, retirement or other taxable disposition of a New
Note.
Information Reporting and Backup Withholding
In general, information reporting requirements will apply to payments of stated interest on the New Notes
and to the proceeds of the sale or other disposition (including a retirement or redemption) of a New Note
paid to a U.S. holder unless such U.S. holder is an exempt recipient, and, when required, provides evidence of
such exemption. Backup withholding may apply to such payments if the U.S. holder fails to provide a correct
taxpayer identification number or a certification that it is not subject to backup withholding, or otherwise fails
to comply with the applicable requirements of the backup withholding rules.
Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules
may be allowed as a refund or a credit against a U.S. holder's U.S. federal income tax liability provided the
required information is timely furnished to the IRS.
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Tax Return Disclosure Requirements
Treasury Regulations require the reporting to the IRS of certain foreign currency transactions giving rise to
losses in excess of a certain minimum amount, such as the receipt or accrual of interest on or a sale, exchange,
retirement, redemption or other taxable disposition of a foreign currency note or foreign currency received in
respect of a foreign currency note. U.S. holders should consult their tax advisors to determine the tax return
disclosure obligations, if any, with respect to an investment in the New Notes, including any requirement to
file IRS Form 8886 (Reportable Transaction Disclosure Statement).
U.S. holders who are individuals and who own "specified foreign financial assets" (as defined in section 6038D
of the Code) with an aggregate value in excess of certain minimum thresholds at any time during the tax year
generally are required to file an information report (IRS Form 8938) with respect to such assets with their tax
returns. If a U.S. holder does not file a required IRS Form 8938, such holder may be subject to substantial
penalties and the statute of limitations on the assessment and collection of all U.S. federal income taxes of
such holder for the related tax year may not close before the date which is three years after the date on which
such report is filed. The New Notes generally will constitute specified foreign financial assets subject to these
reporting requirements, unless the New Notes are held in an account at certain financial institutions. Under
certain circumstances, an entity may be treated as an individual for purposes of these rules.
U.S. holders are urged to consult their tax advisors regarding the application of the foregoing disclosure
requirements to their ownership and disposition of the New Notes, including the significant penalties for non-
compliance.
Foreign Account Tax Compliance Act
Pursuant to Sections 1471 through 1474 of the Code (provisions commonly known as "FATCA") and subject to
the proposed regulations discussed below, a "foreign financial institution" may be required to withhold U.S.
tax on certain "foreign passthru payments" made after December 31, 2018 to the extent such payments are
treated as attributable to certain U.S. source payments. Obligations issued on or prior to the date that is six
months after applicable final regulations defining foreign passthru payments are published in the Federal
Register generally would be "grandfathered" unless materially modified after such date. Accordingly, if the
Issuer is treated as a foreign financial institution, FATCA could apply to payments on the New Notes only if
there is a significant modification of the New Notes for U.S. federal income tax purposes after the expiration
of this grandfathering period. Under proposed Treasury Regulations, any withholding on foreign passthru
payments on New Notes that are not otherwise grandfathered would apply to passthru payments made on or
after the date that is two years after the date of publication in the Federal Register of applicable final
regulations defining foreign passthru payments. Taxpayers generally may rely on these proposed regulations
until final regulations are issued. Non-U.S. governments have entered into agreements with the United States
(and additional non-U.S. governments are expected to enter into such agreements) to implement FATCA in a
manner that alters the rules described herein. Holders should consult their own tax advisors on how these
rules may apply to their investment in the New Notes. In the event any withholding under FATCA is imposed
with respect to any payments on the New Notes, there will be no additional amounts payable to compensate
for the withheld amount.
THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE
OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS
OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN THE NEW NOTES IN
LIGHT OF THE INVESTOR'S OWN CIRCUMSTANCES.
Plan of distribution
The information set forth on pages 348 to 351 of the Original Offering Memorandum under the caption "Plan
of Distribution" is updated as set forth below.
Subject to the terms and conditions set forth in a purchase agreement dated as of February 2, 2021 between
the Issuer and the Initial Purchasers, we have agreed to sell to each Initial Purchaser, and each Initial Purchaser
has agreed, severally and not jointly, to purchase from us, together with all other Initial Purchasers, the
aggregate principal amount of the New Notes offered hereby.
It is expected that delivery of the New Notes will be made against payment therefor on or about the New
Issue Date as specified on the cover page of this Offering Memorandum, which will be the fifth business day
following the date of pricing of the New Notes (such settlement being herein referred to as "T+5"). Under
Rule 15(c)6-l under the Exchange Act, trades in the secondary market generally are required to settle in two
8


business days, unless the parties to any such trades expressly agree otherwise. Accordingly, purchasers who
wish to trade the New Notes on the date of pricing or the next succeeding two business days will be required,
by virtue of the fact that the New Notes initially will settle in T+5, to specify an alternate settlement cycle at
the time of any such trade to prevent failed settlement. Purchasers of the New Notes who wish to make such
trades should consult their own advisors.
The New Notes will otherwise be distributed in a manner consistent with the Original Notes as described in the
Original Offering Memorandum under the caption "Plan of distribution."
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Document Outline