Obligation Almaviva Group 4.875% ( XS2403514479 ) en EUR

Société émettrice Almaviva Group
Prix sur le marché refresh price now   100 %  ⇌ 
Pays  Italie
Code ISIN  XS2403514479 ( en EUR )
Coupon 4.875% par an ( paiement semestriel )
Echéance 29/10/2026



Prospectus brochure de l'obligation Almaviva XS2403514479 en EUR 4.875%, échéance 29/10/2026


Montant Minimal 100 000 EUR
Montant de l'émission 350 000 000 EUR
Prochain Coupon 30/10/2025 ( Dans 121 jours )
Description détaillée Almaviva est un vin chilien produit par une joint-venture entre Concha y Toro et Baron Philippe de Rothschild, associant le savoir-faire chilien et bordelais.

L'Obligation émise par Almaviva Group ( Italie ) , en EUR, avec le code ISIN XS2403514479, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/10/2026







OFFERING MEMORANDUM
NOT FOR GENERAL
DISTRIBUTION IN THE UNITED STATES
Almaviva S.p.A.
350,000,000 478% Senior Secured Notes due 2026
Almaviva S.p.A., a joint stock company (società per azioni) incorporated and existing under the laws of the Republic of Italy with registered office at Via di Casal Boccone 188/190, 00137,
Rome, Italy and registered with the Companies' Register of Rome (Registro Imprese di Roma) under number and codice fiscale 08450891000 (the "Company" or the "Issuer"), is offering
350.0 million aggregate principal amount of its Senior Secured Notes due 2026 (the "Notes").
We will pay interest on the Notes, in cash, semi-annually in arrears on each of April 30 and October 30, commencing April 30, 2022. The Notes will bear interest at a rate per annum, equal
to 4.875%.
The Notes will mature on October 30, 2026. On or after October 30, 2023, we may on any one or more occasions redeem all or a part of the Notes at the redemption prices set out in this
offering memorandum (the "Offering Memorandum") plus accrued and unpaid interest, on the Notes redeemed, and additional amounts, if any, to, but excluding, the applicable date of
redemption. At any time prior to October 30, 2023, we may on any one or more occasions redeem all or part of the Notes at a redemption price equal to 100% of the principal amount of
the Notes redeemed, plus the applicable "make whole" premium as described in this Offering Memorandum and accrued and unpaid interest and additional amounts, if any, to, but
excluding, the date of redemption. At any time prior to October 30, 2023, we may, at our option, also redeem up to 40% of the aggregate principal amount of the Notes (including the
principal amount of any additional Notes (the "Additional Notes")) with the net cash proceeds from certain equity offerings at a redemption price equal to 104.875% of the principal
amount thereof, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the date of redemption, if at least 50% of the originally issued aggregate principal
amount of the Notes (including the principal amount of any Additional Notes) remains outstanding. At any time prior to October 30, 2023, we may in each calendar year following the
Issue Date redeem up to 10% of the aggregate principal amount of the Notes (including any Additional Notes) at a redemption price equal to 103.000% of the principal amount thereof,
plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the date of redemption.
In the event of certain developments affecting taxation, we may redeem all, but not less than all, of the Notes. Upon the occurrence of certain events defined as constituting a change of
control, we may be required to make an offer to purchase all or a portion of the Notes at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid
interest and additional amounts, if any. However, a change of control will not be deemed to have occurred if a specified consolidated net leverage ratio is not exceeded in connection with
such event. See "Description of the Notes".
The Notes will be general senior obligations of the Company and will rank equal in right of payment to any existing and future indebtedness of the Company that is not expressly
subordinated in right of payment to the Notes, including obligations of the Company incurred under the Revolving Credit Facility (as defined herein) and certain hedging obligations
(other than in the case of distressed disposals and the proceeds from enforcement of security), will rank senior in right of payment to any existing and future indebtedness of the Company
that is expressly subordinated in right of payment to the Notes, will be effectively subordinated to any existing or future indebtedness or obligation (including obligations to trade creditors)
of the Company that is secured by property and assets that do not secure the Notes, to the extent of the value of the property and assets securing such indebtedness, and will be structurally
subordinated to any existing or future indebtedness of our subsidiaries that are not Guarantors (as defined hereafter).
On the Issue Date, the Notes will be obligations of the Issuer and will not be guaranteed by any of the Issuer's subsidiaries. Within 60 days of the Issue Date, the Notes will be guaranteed
by Almaviva do Brasil Telemarketing e Informática S/A and Chain Servicos e Contact Center S.A. (together, the "Guarantors"). The guarantee by each of the Guarantors (each a
"Guarantee" and together the "Guarantees") will be a general senior obligation of the relevant Guarantor, will, together with their respective obligations under the Revolving Credit
Facility and certain hedging obligations (other than in the case of distressed disposals and the proceeds from enforcement of security), rank pari passu in right of payment to all existing
and future indebtedness of such Guarantor that is not expressly subordinated in right of payment to its Guarantee, including the senior guarantee given in favor of the Revolving Credit
Facility and certain hedging obligations, if any, will rank senior in right of payment to all existing and future indebtedness of such Guarantor that is expressly subordinated in right of
payment to its Guarantee, will be effectively senior in right of payment to existing and future unsecured obligations of such Guarantor to the extent and value of the Collateral (as defined
below) that is available to satisfy the obligations under such Guarantor's Guarantee and will be structurally subordinated to any existing or future indebtedness of such Guarantor's
subsidiaries that do not guarantee the Notes.
On or about the Issue Date, the Notes will be secured by a first ranking pledge over the shares of the Issuer held by Almaviva Technologies S.r.l., representing (x) 95.1% of the share capital
of the Issuer or (z) in the event of subsequent sales of the Issuer's shares by Almaviva Technologies S.r.l. or an issuance of new shares by the Issuer to a third party which is not Almaviva
Technologies S.r.l. or an Affiliate of Almaviva Technologies S.r.l., not less than 80.0% of the share capital of the Issuer (the "Almaviva Pledge"). Subject to certain limitations (including
the Agreed Security Principles (as defined herein)), the Notes will be secured (x) within 60 days of the Issue Date, by (i) a first-ranking pledge over the shares in Almaviva do Brasil
Telemarketing e Informatica S/A representing 99% of its share capital held by Almaviva Contact S.p.A. and the Issuer, (ii) an assignment by way of security of certain material intra group
receivables of Almaviva do Brasil Telemarketing e Informatica S/A, if any, (iii) a first-ranking pledge over the shares in Chain Servicos e Contact Center S.A. representing 100% of its share
capital held by Almaviva do Brasil Telemarketing e Informatica S/A and Aquarius Participacoes S.A., and (iv) an assignment by way of security of certain material intra group receivables
of Chain Servicos e Contact Center S.A., if any, and (y) within 60 days of the date on which such receivables are first documented, by an assignment by way of security of certain material
intra group receivables of the Issuer, if any (the "Post-Closing Collateral" and, together with the Almaviva Pledge the "Collateral"). See "Risk Factors--Risks Relating to our Indebtedness,
including the Notes, Guarantees and Security--The enforcement of the pledge over the shares of the Company will require clearance by the Italian Golden Power Authority; moreover, we may
continue to be subject to the Italian Golden Power Legislation." The Notes, the Guarantees and the Collateral will be subject to restrictions on enforcement and other intercreditor
arrangements. See "Description of Certain Financing Arrangements--Intercreditor Agreement" and "Certain Insolvency Law Considerations and Limitations on the Validity and Enforceability
of the Guarantee and the Security Interests." Under the terms of the Intercreditor Agreement (as defined herein) in the event of a distressed disposal of the Collateral or an enforcement of
the security interests over the Collateral, the holders of the Notes will receive proceeds from such Collateral only after the obligations under or in respect of the Revolving Credit Facility
certain hedging obligations and certain future indebtedness permitted by the Indenture (subject to the Intercreditor Agreement or any additional intercreditor agreement), if any, have
been repaid in full. The security interests and Guarantees will be subject to significant contractual and legal limitations. The security interests in the Collateral and the Guarantees may be
released under certain circumstances.
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 relevant series of 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) where the
Notes are held by a person resident in a country that is not listed in the White List (as defined below) and otherwise in the circumstances as described in "Description of the Notes--
Withholding Taxes".
There is currently no public market for the Notes. Application will be made to list the Notes on the Official List of the Luxembourg Stock Exchange and to admit the Notes to trading on the
Euro MTF market of the Luxembourg Stock Exchange. There can be no assurances that the Notes will be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading
on the Euro MTF market or that such listing will be maintained. This Offering Memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses for
securities dated July 16, 2019.
The Notes will be in registered form and will initially be issued in denominations of 100,000 and integral multiples of 1,000 in excess thereof and will only be transferable in minimum
principal amounts of 100,000 and integral multiples of 1,000 in excess thereof. On the Issue Date, the Notes will be represented by one or more Global Notes (as defined herein) delivered
through a common depositary of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream"). See "Book-Entry; Delivery and Form."
Investing in the Notes involves a high degree of risk. See the "Risk Factors" section of this Offering Memorandum, beginning on page 31.
Issue Price for the Notes: 100.000% plus accrued interest, if any, from the Issue Date
The Notes and the Guarantees have not been, or will be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction, and
they may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United
States, this Offering is being made only to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act ("Rule 144A")) in compliance with Rule 144A. You are hereby
notified that the Initial Purchasers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Outside the United States, this
Offering is being made in connection with offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S"). For further details about eligible offerees and resale
restrictions, see "Plan of Distribution" and "Notice to Investors."
Joint Global Coordinators
Goldman Sachs International
BNP Paribas
Joint Bookrunners
Banca Akros S.p.A. ­ Gruppo Banco BPM
J.P. Morgan
The date of this Offering Memorandum is October 26, 2021.


TABLE OF CONTENTS
IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM . . . . . . . . . . .
ii
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ix
INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xi
CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . .
xiv
EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xviii
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
SUMMARY HISTORICAL AND CERTAIN OTHER FINANCIAL DATA . . . . . . . . . . . . . . .
19
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA . . . . . . . . .
80
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
INDUSTRY AND MARKET OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134
PRINCIPAL SHAREHOLDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
138
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . .
139
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . .
140
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
152
BOOK-ENTRY; DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
237
CERTAIN TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
241
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES . . . . . . . . . . . . . . .
254
CERTAIN INSOLVENCY LAW CONSIDERATIONS AND LIMITATIONS ON THE
VALIDITY AND ENFORCEABILITY OF THE GUARANTEE AND THE SECURITY
INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
257
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
283
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
286
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
289
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
290
WHERE YOU CAN FIND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
291
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
292
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
In making an investment decision, you should rely only on the information contained in this Offering
Memorandum. None of the Issuer, or any of the Initial Purchasers has authorized anyone to provide you with
information that is different from the information contained herein. If given, any such information should
not be relied upon. None of the Issuer, or any of the Initial Purchasers is making an offer of the Notes in any
jurisdiction where this Offering is not permitted. You should not assume that the information contained in
this Offering Memorandum is accurate as of any date other than the date on the front cover of this Offering
Memorandum.


IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT
BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THE NOTES ARE REGISTERED
UNDER THE SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. SEE "PLAN OF DISTRIBUTION"
AND "NOTICE TO INVESTORS." INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLER
OF ANY NOTES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES
ACT.
This Offering is being made on the basis of this Offering Memorandum only. Any decision to purchase Notes
in the Offering must be based on the information contained in this Offering Memorandum. None of the Issuer,
Goldman Sachs International, BNP Paribas, Banca Akros S.p.A. ­ Gruppo Banco BPM and J.P. Morgan
A.G. (each an "Initial Purchaser" and together, the "Initial Purchasers") have authorized anyone to provide
you with any information or represented anything about the Issuer, or any of their respective affiliates, their
financial results or this Offering that is not contained in this Offering Memorandum. If given or made, any
such other information or representation should not be relied upon as having been authorized by the Issuer or
any of the Initial Purchasers. You should not assume that the information contained in this Offering
Memorandum is accurate as of any date other than the date on the front of this Offering Memorandum.
The information contained in this Offering Memorandum is correct as of the date hereof. Neither the delivery
of this Offering Memorandum nor any sale made under it shall, under any circumstances, create any
implication that there has been no change in the affairs of the Issuer since the date of this Offering
Memorandum or that the information contained in this Offering Memorandum is correct as of any time
subsequent to that date. The Issuer accordingly accepts responsibility for the information contained in this
Offering Memorandum.
The information contained in this Offering Memorandum has been furnished by the Issuer and other sources
we believe to be reliable.
None of the Initial Purchasers, and no employee or affiliate of the Initial Purchasers, has authorized the
contents or circulation of this Offering Memorandum, and none of the Initial Purchasers, and no employee
or affiliate of the Initial Purchasers, assumes any responsibility for, and no such person will accept any liability
for, any loss suffered as a result of, arising out of, or in connection with this document or any of the
information or opinions contained in it.
In accordance with normal and accepted market practice, none of the Trustee, the Security Agent (as defined
below), the Paying Agent (as defined below), the Registrar (as defined below), nor the Transfer Agent (as
defined below) is responsible for the contents of this Offering Memorandum or expresses any opinion as to
the merits of the Notes under this Offering Memorandum.
No dealer, salesperson or other person has been authorized to give any information or to make any
representation not contained in this Offering Memorandum and, if given or made, any such information or
representation must not be relied upon as having been authorized by the Issuer, any of its affiliates, or the
Initial Purchasers. This Offering Memorandum does not constitute an offer of any securities other than those
to which it relates or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where
such an offer or solicitation would be unlawful.
This Offering Memorandum contains summaries, believed to be accurate, of some of the terms of specific
documents, but reference is made to the actual documents, copies of some of which will be made available
upon request, for the complete information contained in those documents. By receiving this Offering
Memorandum, investors acknowledge that they have had an opportunity to request for review, and have
received, all additional information they deem necessary to verify the accuracy and completeness of the
information contained in this Offering Memorandum. Investors also acknowledge that they have not relied
on the Initial Purchasers in connection with their investigation of the accuracy of this information or their
decision whether to invest in the Notes. The contents of this Offering Memorandum are not to be considered
legal, business, financial, investment, tax or other advice. Prospective investors should consult their own
counsel, accountants and other advisors as to legal, business, financial, investment, tax and other aspects of a
purchase of the Notes. In making an investment decision, investors must rely on their own examination of the
Issuer, the Target and any of their respective affiliates, the terms of the Offering and the merits and risks
involved.
ii


In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange (the "Exchange") and the
rules and regulations of the Exchange so require, the Issuer will also provide a copy of the foregoing
information and reports to the Exchange. Furthermore, for so long as any of the Notes remain outstanding
and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer will,
during any year in which the Issuer is neither subject to the reporting requirements of Section 13 or 15(d) of
the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), nor exempt from such
reporting requirements under Rule 12g3-2(b) of the U.S. Exchange Act, as amended, make available to the
holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted
securities designated by such holder or beneficial owner, in each case upon the request of such holder,
beneficial owner or prospective purchaser, the information required to be provided by Rule 144A(d)(4) under
the Securities Act. Any such request should be directed to the Issuer.
This Offering is being made in reliance upon exemptions from registration under the Securities Act for an
offer and sale of securities that does not involve a public offering. The Notes have not been registered with,
recommended by or approved by the U.S. Securities and Exchange Commission or any other U.S. federal,
state or foreign securities commission or regulatory authority, nor has any such commission or regulatory
authority reviewed or passed upon the accuracy or adequacy of this Offering Memorandum. Any
representation to the contrary is a criminal offense.
The Initial Purchasers reserve the right to withdraw this Offering at any time and to reject any commitment to
subscribe for the Notes, in whole or in part. The Initial Purchasers also reserve the right to allot less than the
full amount of Notes sought by investors. The Initial Purchasers and certain related entities may acquire a
portion of the Notes for their own accounts. Persons into whose possession this Offering Memorandum or
any of the Notes come must inform themselves about, and observe any restrictions on, the transfer and
exchange of the Notes. See "Plan of Distribution" and "Notice to Investors."
The laws of certain jurisdictions may restrict the distribution of this Offering Memorandum and the offer and
sale of the Notes. Persons into whose possession this Offering Memorandum or any of the Notes come must
inform themselves about, and observe, any such restrictions. None of the Issuer, the Initial Purchasers, the
Trustee, the Paying Agent, the Security Agent, the Transfer Agent or their respective representatives are
making any representation to any offeree or any purchaser of the Notes regarding the legality of any
investment in the Notes by such offeree or purchaser under applicable laws or regulations. For a further
description of certain restrictions on the Offering and sale of the Notes and the distribution of the Offering
Memorandum, see "Notice to Investors."
To purchase the Notes, investors must comply with all applicable laws and regulations in force in any
jurisdiction in which investors purchase, offer or sell the Notes or possess or distribute this Offering
Memorandum. Investors must also obtain any consent, approval or permission required by such jurisdiction
for investors to purchase, offer or sell any of the Notes under the laws and regulations in force in any
jurisdiction to which investors are subject. None of the Issuer, the Initial Purchasers, the Trustee, the Paying
Agent, the Security Agent, the Transfer Agent or their respective affiliates will have any responsibility therefor.
Neither the Issuer nor any of the Initial Purchasers are making an Offering in any jurisdiction where the
Offering is not permitted. No action has been taken by the Initial Purchasers, the Issuer, or any other person
that would permit an Offering or the circulation or distribution of this Offering Memorandum or any offering
material in relation to the Issuer, or any of the Notes in any country or jurisdiction where action for that
purpose is required.
The Notes will only be issued in fully registered form and in denominations of 100,000 and integral multiples
of 1,000 in excess thereof. Notes sold to qualified institutional buyers in reliance on Rule 144A under the
Securities Act ("Rule 144A") will be represented by one or more global notes in registered form without
interest coupons attached (the "Rule 144A Global Notes"). Notes sold outside the United States in reliance on
Regulation S under the Securities Act ("Regulation S") will be represented by one or more global notes in
registered form without interest coupons attached (the "Regulation S Global Notes" and, together with the
Rule 144A Global Notes, the "Global Notes"). The Global Notes will be deposited with, or on behalf of, a
common depositary for the accounts of Euroclear and Clearstream and registered in the name of the nominee
of the common depositary. See "Book-Entry; Delivery and Form."
The information contained under the headings "Summary," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Industry and Market Overview" and "Business" includes
extracts from information and data, including industry and market data, prepared by third parties. While the
Issuer accepts responsibility for the accurate extraction and summarization of such information and data, the
iii


Issuer has not independently verified the accuracy of such information and data and accepts no further
responsibility in respect thereof. However, as far as the Issuer is aware, no information or data has been
omitted which would render reproduced information inaccurate or misleading.
The information set forth in those sections of this Offering Memorandum describing clearing and settlement
is subject to any change or reinterpretation of the rules, regulations and procedures of Euroclear and
Clearstream currently in effect. Investors wishing to use these clearing systems are advised to confirm the
continued applicability of their rules, regulations and procedures. None of the Issuer, the Trustee, the Paying
Agent, the Transfer Agent and the Registrar will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, book-entry interests held through the facilities of any
clearing system or for maintaining, supervising or reviewing any records relating to such book-entry interests.
Application will be made to list the Notes on the Exchange and to admit them for trading on the Exchange,
and we intend to submit this Offering Memorandum to the competent authority in connection with the listing
application. In the course of any review by the competent authority, we may be requested to make changes to
the financial and other information included in this Offering Memorandum. Comments by the competent
authority may require significant modification or reformulation of information contained in this Offering
Memorandum or may require the inclusion of additional information. We may also be required to update the
information in this Offering Memorandum to reflect changes in the business, financial position or results of
operations and prospects of the Issuer, and their respective subsidiaries. There can be no assurance that the
application for admission of the Notes on the Exchange will be approved or that such listing will be
maintained, and settlement of the Notes is not conditioned on obtaining this listing.
STABILIZATION
IN CONNECTION WITH THIS OFFERING, GOLDMAN SACHS INTERNATIONAL (THE
"STABILIZATION MANAGER") (OR PERSONS ACTING ON ITS BEHALF), 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 FOR
A LIMITED PERIOD AFTER THE ISSUE DATE. HOWEVER, THERE IS NO OBLIGATION ON
THE STABILIZATION MANAGER (OR PERSONS ACTING ON ITS BEHALF) TO DO THIS. SUCH
STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE
BROUGHT TO AN END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE
ISSUE DATE AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
NOTES. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
NOTICE TO U.S. INVESTORS
None of the U.S. Securities and Exchange Commission, any state securities commission or any other
regulatory authority has approved or disapproved the Notes, and none of the foregoing authorities have
passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this Offering
Memorandum. Any representation to the contrary could be a criminal offense in certain jurisdictions.
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgments that are described in this Offering Memorandum under "Notice to Investors." The Notes
have not been and will not be registered under the Securities Act or the securities laws of any state of the
United States, and the Notes are subject to certain restrictions on transfer. Prospective purchasers are hereby
notified that the seller of any note may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A. For a description of certain further restrictions on resale or transfer of
the Notes, see "Notice to Investors."
iv


CERTAIN CONSIDERATIONS REGARDING SALES INTO CANADA
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.
NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/
65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended,
the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (iii) not a "qualified investor" within the meaning of
Article 2(e) of Prospectus Regulation.
This Offering Memorandum has been prepared on the basis that any offer of the Notes in any Member State
of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to
publish a prospectus for offers of the Notes. This Offering Memorandum is not a prospectus for the purposes
of the Prospectus Regulation. The Notes described in this Offering Memorandum are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor (as defined above) in a Member State. No key information document required by Regulation
(EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in a Member State has been or will be prepared. Offering or selling
the Notes or otherwise making them available to any retail investor in a Member State may be unlawful.
Each person located in a Member State to whom any offer of Notes is made, or who receives any
communication in respect of an offer of Notes, or who initially acquires any Notes, or to whom the Notes are
otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed to and
with each Initial Purchaser and the Issuer that: (i) it is a "qualified investor" within the meaning of the law in
that Member State implementing Article 2(e) of the Prospectus Regulation; and (ii) it is not a retail investor
(as defined above).
EEA product governance / Professional investors and ECPs only target market.
Solely for the purposes of
each manufacturer's product approval process, the target market assessment in respect of the Notes has led to
the conclusion that: (i) the target market for the Notes is eligible counterparties ("ECPs") and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to ECPs and
professional clients are appropriate. Any person subsequently offering, selling or recommending such Notes
(a "distributor") should take into consideration the manufacturers' target market assessment; however, and
without prejudice to our obligations in accordance with MiFID II, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Republic of 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 or clearance by CONSOB. Accordingly, no Notes may be offered, sold or
delivered, directly or indirectly nor may copies of this Offering Memorandum or any other offering circular,
prospectus, form of application, advertisement or other offering material or document relating to the Notes
v


to be issued, may be distributed or published in the Republic of Italy either on the primary or on the secondary
market, except: (a) to qualified investors (investitori qualificati) as referred to in Article 2(e) of the Prospectus
Regulation; or (b) in any other circumstances which are exempted from the rules on public offerings pursuant
to Article 1 of the Prospectus Regulation, Article 34-ter, first paragraph, letter (b) of CONSOB
Regulation No. 11971 of May 14, 1999, as amended (the "Issuer Regulation"), and the applicable Italian 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 Italian Legislative Decree No. 58 of February 24, 1998, as amended
(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, Regulation No. 20307 of February 15, 2018, as amended,
Italian 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 (including the reporting requirements, where applicable, pursuant to
Article 129 of the Italian Banking Act and the implementing guidelines of the Bank of Italy, as amended
from time to time) or any other relevant Italian competent 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 selling restrictions in respect of Italy, see also "Notice to Certain European Investors--European Economic
Area" above.
United Kingdom.
This Offering Memorandum has been prepared on the basis that any offer of the securities
in the UK will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the EUWA (the "UK Prospectus Regulation") from a requirement to publish a
prospectus for offers of such securities. This Offering Memorandum is not a prospectus for the purpose of the
UK Prospectus Regulation. The securities described in this Offering Memorandum are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic
law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the FSMA and any
rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would
not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as
it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required
by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the securities or otherwise making them available to retail investors in the
UK has been or will be prepared and, therefore, offering or selling the securities or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. This Offering
Memorandum is for distribution only to, and is only directed at, persons who (i) are outside the UK, (ii) 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"),
(iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations,
etc.) of the Financial Promotion Order or (iv) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of
any Notes may otherwise lawfully 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 Offering
Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons.
The Notes are being offered solely to "qualified investors" as defined in the UK Prospectus Regulation. This
Offering Memorandum has not been approved by the United Kingdom Financial Conduct Authority or any
other competent authority. Any person who is not a relevant person should not act or rely on this Offering
Memorandum or any of its content.
vi


UK MiFIR product governance / Professional investors and ECPs only target market.
Solely for the purposes
of each manufacturer's product approval process, the target market assessment in respect of the Notes has led
to the conclusion that: (i) the target market for the Notes is only ECPs, as defined in the FCA Handbook
Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and
(ii) all channels for distribution of the Notes to ECPs and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
vii


ITALIAN "WHITE LIST"
In order to qualify as eligible to receive interest free from imposta sostitutiva (Italian substitute tax), among
other things, non-Italian resident holders of the Notes and beneficial interests therein must be beneficial
owners resident for tax purposes in, or be "institutional investors" established in, a country which the Italian
government identifies as allowing for a satisfactory exchange of information with Italy (the "White List") as
listed in the Italian Ministerial Decree dated September 4, 1996, as amended from time to time, or, as from the
tax year in which the Ministerial Decree to be issued under Article 11, paragraph 4, let. c) of Legislative
Decree No. 239 of April 1, 1996 is effective, in a country therein included. See "Certain Tax Considerations--
Certain Italian Tax Considerations--Tax Treatment of Interest--Non-Italian resident Noteholders."
Subject to certain limited exceptions, such as for central banks and supranational bodies established in
accordance with international agreements in force in Italy, this residency requirement applies to all holders of
the Notes and beneficial interests therein, including ultimate beneficiaries of interest payments under the
Notes holding via sub-accounts to which interests in the Notes may be allocated upon purchase or thereafter.
As of the date of this Offering Memorandum, the White List includes the following States:
Albania
Denmark
Lebanon
Seychelles
Alderney
Ecuador
Liechtenstein
Singapore
Algeria
Egypt
Lithuania
Sint Maarten
Andorra
Estonia
Luxembourg
Slovak Republic
Anguilla
Ethiopia
Macedonia
Slovenia
Argentina
Faroe Islands
Malaysia
South Africa
Armenia
Finland
Malta
South Korea
Aruba
France
Mauritius
Spain
Australia
Georgia
Mexico
Sri Lanka
Austria
Germany
Moldova
St. Kitt's & Nevis
Azerbaijan
Ghana
Monaco
St. Vincent & the Grenadines
Bangladesh
Gibraltar
Montenegro
Sweden
Barbados
Greece
Montserrat
Switzerland
Belarus
Greenland
Morocco
Syria
Belgium
Guernsey
Mozambique
Taiwan
Belize
Herm
Nauru
Tajikistan
Bermuda
Holy See
Netherlands
Tanzania
Bosnia and Herzegovina
Hong Kong
Nigeria
Thailand
Brazil
Hungary
Niue
Trinidad and Tobago
British Virgin Islands
Iceland
Norway
Tunisia
Bulgaria
Iceland
New Zealand
Turkey
Cameroon
India
Oman
Turkmenistan
Canada
Indonesia
Pakistan
Turks and Caicos Islands
Cayman Islands
Ireland
Philippines
Uganda
Chile
Isle of Man
Poland
Ukraine
China
Israel
Portugal
United Arab Emirates
Congo (Republic of Congo)
Ivory Coast
Qatar
United Kingdom
Cook Islands
Japan
Romania
United States
Costa Rica
Jersey
Russian Federation
Uruguay
Croatia
Jordan
Samoa
Uzbekistan
Curaçao
Kazakhstan
San Marino
Venezuela
Cyprus
Kuwait
Saudi Arabia
Vietnam
Colombia
Kyrgyz Republic
Senegal
Zambia
Czech Republic
Latvia
Serbia
The White List may change, and the Issuer has no obligation to provide notice of any such change.
Noteholders will bear the risk of changes in the White List and should therefore inform themselves of any
such changes.
viii


FORWARD-LOOKING STATEMENTS
This Offering Memorandum contains "forward-looking statements" within the meaning of the securities laws
of certain jurisdictions. In some cases, these forward-looking statements can be identified by the use of
forward-looking terminology, including the words "aim," "anticipates," "believes," "continue," "could,"
"estimates," "expects," "forecast," "intends," "may," "ongoing," "plans," "potential," "predict," "project,"
"seek," "should," "target," "will," or "would" or, in each case, their negative or other variations or comparable
terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. These
forward-looking statements include all matters that are not historical facts. They appear in a number of places
throughout this Offering Memorandum and include statements made by us with regards to our intentions,
beliefs or current expectations concerning, among other things, the results of our operations, financial
condition, liquidity, prospects, growth, strategies and dividend policy and the industry in which we operate.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors
because they relate to events and depend on circumstances that may or may not occur in the future. Forward-
looking statements are not guarantees of future performance and are based on numerous assumptions and
our actual results of operations, including our financial condition and liquidity may differ materially from
(and may be more negative than) those made in, or suggested by, the forward-looking statements contained in
this Offering Memorandum. You should not place undue reliance on these forward-looking statements.
Many factors may cause our results of operations, financial condition, liquidity and the development of the
industry in which we compete to differ materially from those expressed or implied by the forward-looking
statements contained in this Offering Memorandum, including, but not limited to, the following:
· competition in our industries;
· failure to anticipate and improve services according to technology improvements;
· dependence on a limited number of large customers;
· damage or disruption to our technical infrastructure and facilities and breaches of our security systems and
service interruptions;
· economic performance in the jurisdictions in which we operate;
· adverse impact of the COVID-19 pandemic, other health epidemics and seasonality;
· market trends and development;
· labor disputes and increases in employee benefit expenses, including changes to labor law;
· our ability to obtain adequate pricing for our services and to improve our cost structure;
· personnel risks associated with our contractual arrangements with call centers;
· labor dispute risks associated with the loss of certain call center services;
· damage or disruption to our technical infrastructure and facilities;
· risks related to the services provided to government and other public entities;
· damages caused by our TJA partners and subcontractors;
· failure to deliver timely and effective implementation of our services;
· our ability to renew commercial and government contracts awarded through competitive bidding processes;
· our access to the financing we need to compete in certain public tenders and any failure to perform our
obligations;
· failure to comply with anti-corruption and anti-bribery laws and regulations;
· liabilities for the actions of our directors, employees, agents, representatives, advisors and intermediaries;
· long sale cycles and delays in payments;
· our dependence on third party providers and licenses;.
· failure to protect and enforce our intellectual property right and liability from intellectual property claim;
· unexpected adjustments to our backlog;
· our ability to attract and retain necessary technical personnel;
ix


Document Outline