Bond Astaldini 7.125% ( XS1000393899 ) in EUR

Issuer Astaldini
Market price 100 %  ▲ 
Country  Italy
ISIN code  XS1000393899 ( in EUR )
Interest rate 7.125% per year ( payment 2 times a year)
Maturity 30/11/2020 - Bond has expired



Prospectus brochure of the bond Astaldi XS1000393899 in EUR 7.125%, expired


Minimal amount 100 000 EUR
Total amount 750 000 000 EUR
Detailed description Astaldi was an Italian construction and engineering company, now defunct, known for large-scale infrastructure projects internationally.

The Bond issued by Astaldini ( Italy ) , in EUR, with the ISIN code XS1000393899, pays a coupon of 7.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/11/2020







NOT FOR GENERAL CIRCULATION
OFFERING MEMORANDUM
IN THE UNITED STATES
13NOV201308244261
Astaldi S.p.A.
g500,000,000
7.125% Senior Notes due 2020
Astaldi S.p.A., a joint stock company established under the laws of the Republic of Italy (the ``Issuer''), is offering (the ``Offering'')
e500,000,000 aggregate principal amount of its 7.125% Senior Notes due 2020 (the ``Notes''). The Notes will bear interest at a
rate of 7.125% per annum. The Issuer will pay interest on the Notes semi-annually in arrears on June 1 and December 1 of each
year, commencing on June 1, 2014. The Notes will mature on December 1, 2020.
The Issuer may redeem some or all of the Notes prior to December 1, 2016 by paying 100% of the principal amount of such Notes
plus a ``make-whole'' premium and at any time on or after December 1, 2016 at the redemption prices set forth in this offering
memorandum (the ``Offering Memorandum''). In addition, at any time on or prior to December 1, 2016 up to 35% of the
aggregate principal amount of the Notes may be redeemed with the net proceeds of certain equity offerings, if at least 65% of the
originally issued aggregate principal amount of the Notes remains outstanding. At any time on or after December 1, 2016, the
Issuer may redeem some or all of the Notes at the redemption prices set forth in this Offering Memorandum. All, but not less than
all, of the Notes may also be redeemed at 100% of their principal amount plus accrued and unpaid interest upon the occurrence
of certain changes in applicable tax law. Upon the occurrence of certain change of control events, each holder of the Notes may
require the Issuer to repurchase all or a portion of its Notes.
The Notes will be senior obligations of the Issuer and will rank equally in right of payment with all existing and future indebtedness
of the Issuer that is not subordinated in right of payment to the Notes and will be senior in right of payment to all existing and future
indebtedness of the Issuer that is subordinated in right of payment to the Notes.
This Offering Memorandum includes information on the terms of the Notes, including redemption and repurchase prices,
covenants and transfer restrictions.
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, among other things, 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 does not allow for satisfactory exchange of information with Italy (as per
article 168-bis, Italian Presidential Decree No. 917 of December 22, 1986) and otherwise in circumstances as described in
``Description of the Notes--Additional Amounts.''
There is currently no public market for the Notes. Application has been made to admit the Notes to be listed on the Official List of
the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's Euro MTF market (the ``Euro MTF
Market''). The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC. This Offering
Memorandum constitutes a Prospectus for the purpose of the Luxembourg law dated July 10, 2005 on Prospectuses for
Securities, as amended.
Investing in the Notes involves risks that are described in the ``Risk Factors'' section beginning on page 20 of
this Offering Memorandum.
Price: 100% plus accrued interest, if any, from the Issue Date
The Notes 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. Unless they are registered, the Notes may be offered only in transactions that
are exempt from registration under the U.S. Securities Act or the securities laws of any other jurisdiction. Accordingly, we are
offering the Notes only to qualified institutional buyers under Rule 144A and to persons outside the United States in reliance on
Regulation S under the U.S. Securities Act. For further details about eligible offerees and resale restrictions, please see ``Notice to
Investors.''
We expect that delivery of the Notes will be made to investors in book-entry form through Euroclear System (``Euroclear'') and
Clearstream Banking, soci´
et´
e anonyme (``Clearstream'') on or about December 4, 2013 (the ``Issue Date''). Interests in each
global note will be exchangeable for the relevant definitive notes only in certain limited circumstances. See ``Book-Entry, Delivery
and Form.''
Joint Bookrunners
Banco Bilbao
Cr´
edit
Banca
Vizcaya
BNP
Agricole
Credit
Deutsche
UniCredit
IMI
Argentaria, S.A.
PARIBAS
CIB
Suisse
Bank
HSBC
ING
Natixis
Bank
The date of this Offering Memorandum is December 4, 2013


TABLE OF CONTENTS
Page
Presentation of Financial and Other Information and Certain Definitions . . . . . . . . . . . . . . . .
ix
Change of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xiii
Exchange Rate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xiv
Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xv
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xv
Trademarks and Trade Names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xvii
Historical and Current Market and Industry Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xvii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
Selected Historical Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Management's Discussion and Analysis of Financial Condition and Results of Operations . . .
50
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113
Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
144
Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
146
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
160
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
167
Certain Relationships and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
168
Description of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
169
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
178
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
237
Certain Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
241
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
252
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
253
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
256
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
259
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
260
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
262
Service of Process and Enforcement of Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
263
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
264
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i


You should rely only on the information contained in this Offering Memorandum. Neither the Issuer
nor any of the Initial Purchasers have authorized any dealer, salesperson or other person to give
any information or represent anything to you other than the information contained in this Offering
Memorandum. You must not rely on unauthorized information or representations.
If you purchase the Notes, you will be deemed to have made certain acknowledgments,
representations and warranties as detailed under ``Notice to Investors.'' You may be required to
bear the financial risks of an investment in the Notes for an indefinite period. Neither we nor the
Initial Purchasers are making an offer to sell the Notes in any jurisdiction where the offer and sale
of the Notes is prohibited. We are not making any representation to you that the Notes are a legal
investment for you. No action has been, or will be, taken to permit a public offering in any
jurisdiction where action would be required for that purpose.
The Issuer and the Initial Purchasers are offering to sell the Notes only in places where offers and
sales are permitted.
IN CONNECTION WITH THIS OFFERING, BNP PARIBAS (THE ``STABILIZING MANAGER'') (OR
ANY PERSON(S) ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILIZING MANAGER (OR ANY PERSON(S) ACTING ON BEHALF OF THE STABILIZING
MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY
BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL
TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME,
BUT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE
OF THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
STABILIZING MANAGER (OR PERSON(S) ACTING ON BEHALF OF THE STABILIZING MANAGER)
IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
The Issuer is offering the Notes in reliance on exemptions from the registration requirements of the
U.S. Securities Act. These exemptions apply to offers and sales of securities that do not involve a public
offering. The Notes have not been registered with, recommended by or approved by the U.S. Securities
and Exchange Commission (the ``SEC'') or any other securities commission or regulatory authority, nor
has the SEC or any such securities commission or authority passed upon the accuracy or adequacy of
this Offering Memorandum. Any representation to the contrary is a criminal offense in the United States.
We have prepared this Offering Memorandum solely for use in connection with the offer of the Notes to
qualified institutional buyers under Rule 144A under the U.S. Securities Act and to non-U.S. persons
(within the meaning of Regulation S under the U.S. Securities Act) outside the United States under
Regulation S under the U.S. Securities Act. You agree that you will hold the information contained in this
Offering Memorandum and the transactions contemplated hereby in confidence. You may not distribute
this Offering Memorandum to any person, other than a person retained to advise you in connection with
the purchase of the Notes.
Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations
in force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent,
approval or permission required by it for the purchase, offer or sale by it of the Notes under the laws and
regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or
sales, and neither we nor the initial purchasers shall have any responsibility therefor.
You are not to construe the contents of this Offering Memorandum as investment, legal or tax advice. You
should consult your own counsel, accountant and other advisers as to legal, tax, business, financial and
related aspects of a purchase of the Notes. You are responsible for making your own examination of us
and your own assessment of the merits and risks of investing in the Notes. We are not, and the initial
purchasers are not, making any representations to you regarding the legality of an investment in the
Notes by you.
The information contained in this Offering Memorandum has been furnished by us and other sources we
believe to be reliable. No representation or warranty, express or implied, is made and no responsibility or
liability is accepted by the Initial Purchasers or their respective directors, affiliates, advisors and agents
as to the accuracy or completeness of any of the information set out in this Offering Memorandum, and
ii


nothing contained in this Offering Memorandum is or shall be relied upon as a promise or representation
by the Initial Purchasers or their respective directors, affiliates, advisors and agents, whether as to the
past or the future. This Offering Memorandum contains summaries, believed to be accurate, of some of
the terms of specified documents, but reference is made to the actual documents, copies of which will be
made available by us upon request, for the complete information contained in those documents. Copies
of such documents and other information relating to the issuance of the Notes will also be available for
inspection at the specified offices of the Luxembourg Listing Agent (as defined below). All summaries of
the documents contained herein are qualified in their entirety by this reference. You agree to the
foregoing by accepting this Offering Memorandum.
We accept responsibility for the accuracy of the information contained in this Offering Memorandum. We
have made all reasonable inquiries and confirm to the best of our knowledge, information and belief that
the information contained in this Offering Memorandum with regard to us, our subsidiaries and affiliates
and the Notes is true and accurate in all material respects, that the opinions and intentions expressed in
this Offering Memorandum are honestly held and that we are not aware of any other acts the omission of
which would make this Offering Memorandum or any statement contained herein misleading in any
material respect.
No person is authorized in connection with any offering made pursuant to this Offering Memorandum to
give any information or to make any representation not contained in this Offering Memorandum, and, if
given or made, any other information or representation must not be relied upon as having been
authorized by us or the initial purchasers. The information contained in this Offering Memorandum is
current at the date hereof. Neither the delivery of this Offering Memorandum at any time nor any
subsequent commitment to enter into any financing shall, under any circumstances, create any
implication that there has been no change in the information set out in this Offering Memorandum or in
our affairs since the date of this Offering Memorandum.
We reserve the right to withdraw the offering of the Notes at any time, and we and the Initial Purchasers
reserve the right to reject any commitment to subscribe for the Notes in whole or in part and to allot to
you less than the full amount of Notes subscribed for by you. The Initial Purchasers and certain of their
related entities may acquire for their own accounts, a portion of the Notes.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the U.S. Securities Act and applicable securities laws of any other jurisdiction
pursuant to registration or exemption therefrom. Prospective purchasers should be aware that they may
be required to bear the financial risks of this investment for an indefinite period of time. Please see
``Notice to Investors'' and ``Plan of Distribution.''
The distribution of this Offering Memorandum and the offering and sale of the Notes in certain
jurisdictions may be restricted by law. Please see ``--Notice to New Hampshire Residents,'' ``--Notice to
European Economic Area Investors'' and ``Notice to Investors.''
To the fullest extent permitted by law, none of the Initial Purchasers accept any responsibility for the
contents of this document. Each of the Initial Purchasers accordingly disclaims all and any liability
whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have
in respect of this document. Neither this document nor any other financial statements or information
supplied in connection with the Notes is intended to provide the basis of any credit or other evaluation or
should be considered as a recommendation by any of the Issuer or the Initial Purchasers that any
recipient of this document or any other financial statements or information supplied in connection with
the Notes should purchase the Notes. Each potential purchaser of Notes should determine for itself the
relevance of the information contained in this document or in any other financial statements or
information supplied in connection with the Notes and its purchase of Notes should be based upon such
investigation as it deems necessary. None of the Initial Purchasers undertakes to review the financial
condition or affairs of any of the Issuer during the life of the arrangements contemplated by this
document nor to advise any investor or potential investor in the Notes of any information coming to the
attention of any of the Initial Purchasers.
Each prospective purchaser of the Notes must comply with all applicable laws, rules and regulations in
force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent,
approval or permission required by it for the purchase, offer or sale by it of the Notes under the laws and
regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or
sales, and neither the Issuer nor the Initial Purchasers shall have any responsibility therefor.
iii


Neither the U.S. Securities and Exchange Commission (the ``SEC''), any U.S. state securities
commission nor any non-U.S. securities authority nor other authority has approved or disapproved of
the Notes or determined if this Offering Memorandum is truthful or complete. Any representation to the
contrary is a criminal offense.
The information contained under the caption ``Exchange Rate Information'' includes extracts from
information and data publicly released by official and other sources. The Issuer does accept any
responsibility in respect of such information. The information set out in those sections of this Offering
Memorandum describing clearing and settlement, including the section entitled ``Book-Entry; Delivery
and Form,'' 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. The Issuer will
not 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.
Investing in the Notes involves risks. See ``Risk Factors'' beginning on page 20.
Treasury Department Circular 230 Disclosure
PURSUANT TO TREASURY DEPARTMENT CIRCULAR 230, WE HEREBY INFORM YOU THAT THE
DESCRIPTION SET FORTH HEREIN WITH RESPECT TO U.S. FEDERAL TAX ISSUES WAS NOT
INTENDED OR WRITTEN TO BE USED, AND SUCH DESCRIPTION CANNOT BE USED, BY ANY
TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON THE
TAXPAYER UNDER THE U.S. INTERNAL REVENUE CODE. SUCH DESCRIPTION WAS WRITTEN IN
CONNECTION WITH THE MARKETING OF THE NOTES. TAXPAYERS SHOULD SEEK ADVICE BASED
ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS
BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE
STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A
PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF
STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF,
OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER
OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
This Offering Memorandum has been prepared on the basis that any offer of Notes in any Member State
of the European Economic Area which has implemented the Prospectus Directive (each, a ``Relevant
Member State'') will be made pursuant to an exemption under the Prospectus Directive from the
requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to
make any offer in that Relevant Member State of Notes which are the subject of the placement
contemplated in this Offering Memorandum may only do so in circumstances in which no obligation
arises for the Issuer or the Initial Purchasers to publish a prospectus pursuant to Article 3 of the
Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the Initial Purchasers
have authorized, nor do they authorize, the making of any offer of the Notes through any financial
intermediary, other than offers made by the Initial Purchasers, which constitute a final placement of the
Notes.
In relation to each Relevant Member State, each Initial Purchaser has represented and agreed that, with
effect from and including the date on which the Prospectus Directive is implemented in that Relevant
iv


Member State, it has not made and will not make an offer of the Notes which are the subject of the
Offering contemplated by this Offering Memorandum to the public in that Relevant Member State:
(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant
provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified
investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the
relevant Initial Purchaser or Initial Purchasers nominated by the Issuer for any such offer; or
(c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes referred to in (a) to (c) above shall require the Issuer or any
initial purchaser to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of the above, the expression an ``offer of notes to the public'' in relation to any Notes in
any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to
purchase or subscribe for the Notes, as such expression may be varied in the Relevant Member State by
any measure implementing the Prospectus Directive in that Relevant Member State. For the purposes of
the above, the expression ``Prospectus Directive'' means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in the Relevant Member State; and the
expression ``2010 PD Amending Directive'' means Directive 2010/73/EU (and any amendments
thereto, to the extent implemented in the Relevant Member State).
Each subscriber for, or purchaser of, the Notes in this Offering located within a Relevant Member State
will be deemed to have represented, acknowledged and agreed that it is a ``qualified investor'' within the
meaning of Article 2(1)(e) of the Prospectus Directive. The Issuer, the Initial Purchasers and their affiliates
and others will rely upon the truth and accuracy of the foregoing representation, acknowledgment and
agreement.
Austria.
This Offering Memorandum has not been nor will be approved and/or published pursuant to
the Austrian Capital Markets Act (Kapitalmarktgesetz), as amended. Neither this Offering Memorandum
nor any other document connected therewith constitutes a prospectus according to the Austrian Capital
Markets Act and neither this Offering Memorandum nor any other document connected therewith may
be distributed, passed on or disclosed to any other person in Austria. No steps may be taken that would
constitute a public offering of the Notes in Austria and the Offering of the Notes may not be advertised in
Austria. Any offer of the Notes in Austria may only be made in compliance with the provisions of the
Austrian Capital Markets Act and all other laws and regulations in Austria applicable to the offer and sale
of the Notes in Austria.
France.
The Notes have not been and will not be, directly or indirectly, offered or sold to the public in
the Republic of France, and no offering or marketing materials relating to the Notes may be made
available or distributed in any way that would constitute, directly or indirectly, an offer to the public of
financial securities (offre au public de titres financiers) in the Republic of France within the meaning of
Article L. 411-1 of the French Code mon´
etaire et financier and Title I of Book II of the R´
eglement G´
en´
eral
de l'Autorit´
e des march´
es financiers. The Notes may only be offered or sold in the Republic of France
pursuant to article L. 411-2-II of the French Code mon´
etaire et financier to (i) providers of third party
portfolio management investment services (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifi´
es) or a
restricted circle of investors (cercle restreint d'investisseurs) acting for their own account, all as defined
in and in accordance with articles L. 411-1, L. 411-2 and D. 411-1 to D. 411-4 of the French Code
mon´
etaire et financier.
Prospective investors are informed that:
(i)
this Offering Memorandum has not been and will not be submitted for clearance to the French
financial market authority (Autorit´
e des march´
es financiers);
(ii) qualified investors (investisseurs qualifi´
es) and any restricted circle of investors (cercle restreint
d'investisseurs) referred to in article L. 411-2-II-2 of the French Code mon´
etaire et financier may only
v


participate in this Offering for their own account, as provided under articles D. 411-1 to D. 411-4,
D. 744-1, D. 754-1 and D. 764-1 of the French Code mon´
etaire et financier; and
(iii) the direct and indirect distribution or sale to the public of the Notes acquired by them may only be
made in compliance with applicable laws and regulations, in particular those relating to an offer to
the public (offre au public de titres financiers) (which are embodied in articles L. 411-1, L. 411-2,
L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code mon´
etaire et financier).
Germany.
The Notes may not be offered and sold to the public, except in accordance with the German
Securities Prospectus Act (Wertpapierprospektgesetz) or any other laws applicable in Germany
governing the issue, offering and sale of securities. This Offering Memorandum has not been and will not
be submitted to, nor has it been nor will it be approved by, the German Financial Services Supervisory
Authority (Bundesanstalt f¨
ur Finanzdienstleistungsaufsicht). The Issuer has not, and does not intend to,
obtain a notification to the German Financial Services Supervisory Authority from another competent
authority of a member state of the European Economic Area, with which a securities prospectus may
have been filed, pursuant to Section 17(3) of the German Securities Prospectus Act. The Notes must not
be distributed within Germany by way of a public offer, public advertisement or in any similar manner,
and this Offering Memorandum and any other document relating to the Notes, as well as information
contained therein, may not be supplied to the public in Germany or used in connection with any offer for
subscription of Notes to the public in Germany. Consequently, in Germany, the Notes will only be
available to, and this Offering Memorandum and any other offering material in relation to the Notes are
directed only at, persons who are ``qualified investors'' (qualifizierte Anleger) within the meaning of
Section 2 No. 6 of the German Securities Prospectus Act. This Offering Memorandum and other offering
materials relating to the offer of Notes are strictly confidential and may not be distributed to any person or
entity other than the recipients hereof.
Italy.
The Offering of the Notes has not been registered, and unless and until the Offering of the Notes
has been registered, pursuant to Italian securities legislation, no Note may be offered, sold or delivered,
nor may copies of this Offering Memorandum or of any other document relating to the Notes be
distributed in the Republic of Italy, except:
(a) to qualified investors (investitori qualificati) as defined by Article 26, first paragraph, letter d) of the
CONSOB Regulation No. 16190 October 29, 2007, as amended, pursuant to Article 100 of
Legislative Decree No. 58 of February 24, 1998, as amended (the ``Italian Securities Act'') and
Article 34-ter, first paragraph, letter b) of CONSOB Regulation No. 11971 of May 14, 1999, as
amended (``CONSOB Regulation on Issuers'');
(b) in other circumstances which are exempted from the rules on offerings of securities to the Italian
Securities Act and/or CONSOB Regulation on Issuers.
Any offer, sale, resale, 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 under (a) or (b) above must be:
(i)
made by an investment firm, bank or financial intermediary permitted to conduct such activities in
the Republic of Italy in accordance with the Italian Securities Act, Legislative Decree No. 385 of
September 1, 1993, (the ``Banking Act''), and CONSOB Regulation No. 16190 of October 29, 2007
(in each case, as amended from time to time).
(ii) in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines of
the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request
information on the issue or the offer of securities in the Republic of Italy; and
(iii) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB
or other Italian authority.
Grand Duchy of Luxembourg.
This Offering Memorandum has not been approved by, and will not be
submitted for approval to, the Luxembourg Financial Services Authority (Commission de Surveillance du
Secteur Financier) for purposes of public offering or sale in the Grand Duchy of Luxembourg
(``Luxembourg''). Accordingly, the Notes may not be offered or sold to the public in Luxembourg,
directly or indirectly, and neither this Offering Memorandum nor any other offering circular, prospectus,
form of application, advertisement or other material may be distributed, or otherwise made available in,
from or published in, Luxembourg, except for the sole purpose of the admission of the Notes to trading
on the Euro MTF and listing on the Official List of the Luxembourg Stock Exchange, and except in
vi


circumstances which do not constitute an offer of securities to the public requiring the publication of a
prospectus in accordance with the Luxembourg law of July 10, 2005 on prospectuses for securities, as
amended, and implementing the Prospectus Directive, as amended. Consequently, this Offering
Memorandum and any other offering circular, prospectus, form of application, advertisement or other
material may only be distributed to (i) Luxembourg qualified investors as defined in the Luxembourg law
of July 10, 2005 on prospectuses for securities, as amended, and (ii) no more than 149 prospective
investors, which are not qualified investors.
Netherlands.
The Notes (including rights representing an interest in each global note that represents
the Notes) which are the subject of this Offering Memorandum, have not been and shall not be offered,
sold, transferred or delivered to the public in the Netherlands unless in reliance on Article 3(2) of the
Prospectus Directive and provided:
(i)
such offer is made exclusively to legal entities which are qualified investors (as defined in the
Prospectus Directive and which includes authorized discretionary asset managers acting for the
account of retail investors under a discretionary investment management contract) in the
Netherlands; or
(ii) standard logo and exemption wording is disclosed, as required by article 5:20(5) of the Dutch
Financial Supervision Act (Wet op het financieel toezicht) (the ``FSA''); or
(iii) such offer is otherwise made in circumstances in which article 5:20(5) of the FSA is not applicable.
For the purposes of the above, the expressions (i) an ``offer of Notes to the public'' in relation to any
Notes in the Netherlands, and (ii) ``Prospectus Directive'' have the meaning given to them under
``Notice to European Economic Area Investors'' above.
Spain.
The Offering has not been, and it is not envisaged to be, approved by or registered or filed with
the Comisi´
on Nacional del Mercado de Valores and, therefore, the Notes may not be offered or sold or
distributed in Spain except in accordance with the requirements set out in the Securities Market Act (Ley
24/1988, de 28 de julio del Mercado de Valores) as amended, restated or substituted from time to time,
and the Royal Decree 1310/2005 (Real Decreto 1310/2005, de 4 de noviembre por el que se desarrolla
parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisi´
on a
negociaci´
on de valores en mercados secundarios oficiales, de ofertas p´
ublicas de venta o suscripci´
on y
del folleto exigible a tales efectos), or any other regulations that may be in force from time to time. This
Offering Memorandum is not intended for the public offering or sale of the Notes in Spain and does not
constitute a prospectus (registration document and securities note) for a public offering in Spain.
Switzerland.
The Notes are being offered in Switzerland on the basis of a private placement only. This
Offering Memorandum does not constitute a prospectus within the meaning of Art. 652A of the Swiss
Federal Code of Obligations.
United Kingdom.
The issue and distribution of this Offering Memorandum is restricted by law. This
Offering Memorandum is not being distributed by, nor has it been approved for the purposes of
section 21 of the Financial Services and Markets Act 2000 by, a person authorized under the Financial
Services and Markets Act 2000. This Offering Memorandum is for distribution only to persons who
(i) have professional experience in matters relating to investments (being investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the ``Financial Promotion Order'')), (ii) are persons falling within Article 49(2)(a) to
(d) (``high net worth companies, unincorporated associations, etc.'') of the Financial Promotion Order,
(iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000
``FSMA'') in connection with the issue or sale of any notes may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred to as ``relevant persons''). This
Offering Memorandum is directed only at relevant persons and must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment activity to which this Offering
Memorandum relates is available only to relevant persons and will be engaged in only with relevant
persons. No part of this Offering Memorandum should be published, reproduced, distributed or
otherwise made available in whole or in part to any other person without the prior written consent of the
Issuer.
vii


PRESENTATION OF FINANCIAL AND
OTHER INFORMATION AND CERTAIN DEFINITIONS
Presentation of Financial Information
Financial statements presented
We have included and primarily discussed in this Offering Memorandum the audited consolidated
financial statements of the Issuer as of and for the years ended December 31, 2012, 2011 and 2010 (the
``2012 Audited Consolidated Financial Statements'', the ``2011 Audited Consolidated Financial
Statements'' and the ``2010 Audited Consolidated Financial Statements'', respectively, and
collectively the ``Audited Consolidated Financial Statements'') and the unaudited condensed interim
consolidated financial statements as of and for the nine months ended September 30, 2013 and 2012
(the ``2013 Unaudited Condensed Interim Consolidated Financial Statements'' and the ``2012
Unaudited Condensed Interim Consolidated Financial Statements'', respectively, and collectively
the ``Unaudited Condensed Interim Consolidated Financial Statements''). Accordingly, all
references to ``we,'' ``us'' or ``our'' in respect of historical financial information in this Offering
Memorandum are to the Issuer and its subsidiaries on a consolidated basis.
With the exception of certain non-IFRS financial measures discussed below, the Audited Consolidated
Financial Statements included herein and the accompanying notes thereto have been prepared in
accordance with IFRS as issued by the International Accounting Standards Board and endorsed by the
European Union and the Italian regulation implementing Article 9 of Legislative Decree No. 38/05. IFRS
as endorsed by the European Union differs in certain important respects from generally accepted
accounting principles in the United States.
The 2013 Unaudited Condensed Interim Consolidated Financial Statements and the 2012 Unaudited
Condensed Interim Consolidated Financial Statements were prepared in condensed form in conformity
with the international accounting standard applicable to the preparation of interim financial statements
(IAS 34). The Unaudited Condensed Interim Consolidated Financial Statements do not contain all of the
information required for the annual consolidated financial statements and should therefore be read
together with the audited consolidated financial statements and the accompanying notes thereto.
The unaudited financial information for the twelve months ended September 30, 2013 (other than
balance sheet information) has been derived by subtracting from the 2012 Audited Consolidated
Financial Statements the information from the 2012 Unaudited Condensed Interim Consolidated
Financial Statements and adding the information from the 2013 Unaudited Condensed Interim
Consolidated Financial Statements.
We also present in this Offering Memorandum certain financial information on an as adjusted basis to
give effect to the issuance of the Notes offered hereby and the application of the net proceeds thereof as
described in ``Use of Proceeds.'' See ``Capitalization.'' The unaudited pro forma data are provided for
illustrative purposes only and do not purport to represent what our actual results of operations or
financial position would have been if this Offering had occurred on September 30, 2013. The unaudited
pro forma data set forth in this Offering Memorandum is based upon available information and certain
assumptions and estimates that we believe are reasonable.
The Audited Consolidated Financial Statements and Unaudited Condensed Interim Consolidated
Financial Statements included in the F-Pages of this Offering Memorandum should be read in
conjunction with the relevant notes thereto. Prospective investors are advised to consult their
professional advisors for an understanding of: (i) the differences between IFRS and other systems of
generally accepted accounting principles and how those differences might affect the financial
information included in this Offering Memorandum, and (ii) the impact that future additions to, or
amendments of, IFRS principles may have on the Group's results of operations and/or financial
condition, as well as on the comparability of the prior periods.
Restatements
Restatement of comparative figures as of and for the year ended December 31, 2012 and the nine
months ended September 30, 2012
Following the application, from January 1, 2013 and with retrospective effect, of the new version of
``IAS 19R-Employee Benefits,'' the Group's statement of financial position as of December 31, 2012 and
its income statement for the nine months ended September 30, 2012 have been restated solely for
viii


comparative purposes. The most significant change regards the immediate recognition in Other
Comprehensive Income of all actuarial gains/losses, which we do not illustrate in this Offering
Memorandum. The new version of the accounting standard also determined a change in the accounting
treatment of past service costs which can no longer be deferred and must be immediately recognized.
For comparability purposes, the discussion of our results of operations in the ``Management's
Discussion and Analysis of Financial Condition and Results of Operations'' section is presented to reflect
such change.
Restatement of Comparative Figures as of and for the Year ended December 31, 2010
Following the adoption of the method of proportionate consolidation of jointly controlled entities
pursuant to the IAS 31, as amended, beginning from the financial statements as of and for the year
ended December 31, 2011, as opposed to the equity method of consolidation, we have restated our
2010 consolidated income statement, our consolidated statement of comprehensive income, our
consolidated statement of financial position and our consolidated statements of cash flows. While such
change does not have any impact on our 2010 economic results and total equity, we believe that it is
helpful in understanding and comparing our financial position and results of operations as of and for the
year ended December 31, 2010. Such choice reflects the Group's decision to favor the participation to
bids for infrastructure construction works to be carried out through general contracting services by
means of joint ventures established with our industrial partners, where both risks and benefits are
allocated among shareholders on the basis of their interest in the joint venture. In order to facilitate the
comparison of our results of operations, our consolidated financial statements as of and for the year
ended December 31, 2011 include comparative financial information for the year ended December 31,
2010 based on our new consolidation method. Accordingly, the discussion of our results of operations
for the fiscal year ended December 31, 2011 in the ``Management's Discussion and Analysis of Financial
Condition and Results of Operations'' section is presented on the basis of the restated financial
information for comparability purposes.
The restated financial information set forth in this Offering Memorandum is identified by adding
``(restated)'' or ``(as restated)'' next to or below each period in respect of which the applicable line item or
items being presented herein was or were restated.
The tables included under ``Management's Discussion and Analysis of Financial Condition and Results of
Operations--Key Factors Affecting the Comparability of Our Results of Operations--Restatement of
Comparative Figures as of and for the Year ended December 31, 2010'' set forth a reconciliation of our
results of operations for the year ended December 31, 2010 as restated for comparative purposes in the
2011 Audited Consolidated Financial Statements from our results of operations for the year ended
December 31, 2010, as published in the 2010 Audited Consolidated Financial Statements, and display
the adjustments made to reconcile such data.
Other financial measures and ratios
In this Offering Memorandum, ``project'' when referring to project companies, project debt or other
financial measures means the activities of group entities that were incorporated to engage in a single
project or entities holding one or more investments in entities incorporated to engage in a single project.
Each project is funded by sponsor contributions and long-term debt from third parties. When referring to
concessions, the projects undertaken by these entities involve significant investments and capital
expenditures typically related to concession projects and are usually financed through project finance
(see ``Management's Discussion and Analysis of Financial Condition and Results of Operations--Key
Factors Affecting Our Results of Operations--Concessions business expansion, investments and
growing backlog'' and ``Business--Project Phases--Financing'').
Project finance funding is structured through agreements and related documents that require the loans
to be repaid solely from the revenue of the project being financed thereby and provide that the
repayment of the loans (and interest thereon) is secured solely by the shares, physical assets, contracts
and cash flow of that project company. The basis of the agreement between the project company and
the lender is the assignment of cash flows generated by the project to service the debt and interest in
such a way that investment payback for the lender will take place solely through the project cash flows.
Although guarantees from other group entities may occasionally exist during the construction and
operational phases, these funding structures are usually applied to projects that in themselves provide
enough support to financial entities related to the debts incurred. Any claims against the assets of the
ix