Bond GLOBAL DESIGN GROUP S.P.A. 6.5% ( XS1908248963 ) in EUR

GLOBAL DESIGN GROUP S.P.A.

100 % ▲

Italy

XS1908248963 ( in EUR )

6.5% per year ( payment 1 time a year)

14/11/2025 - Bond has expired

Prospectus brochure of the bond INTERNATIONAL DESIGN GROUP S.P.A XS1908248963 in EUR 6.5%, expired

International Design Group S.p.A. is an Italian company specializing in the design, engineering, and production of high-quality furniture and interior design solutions for both residential and commercial projects, globally.

The Bond issued by GLOBAL DESIGN GROUP S.P.A. ( Italy ) , in EUR, with the ISIN code XS1908248963, pays a coupon of 6.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 14/11/2025

Offering Memorandum
Not for General Distribution
in the United States of America
International Design Group S.p.A.
720,000,000
320,000,000 Senior Secured Floating Rate Notes due 2025
400,000,000 6 1/2% Senior Secured Notes due 2025
International Design Group S.p.A., a joint stock company (società per azioni) incorporated under the laws of Italy (the "Issuer"), is offering
320,000,000 aggregate principal amount of its Senior Secured Floating Rate Notes due 2025 (the "Floating Rate Notes") and 400,000,000
aggregate principal amount of its 6 1/2% Senior Secured Notes due 2025 (the "Fixed Rate Notes" and, together with the Floating Rate Notes, the
"Notes"), as part of the financing for the proposed acquisition of Flos S.p.A., a company incorporated in Italy, and its subsidiaries (as more specifically
described herein, the "Flos Acquisition"), Luminous Designs Investments ApS, a company incorporated in Denmark, and its subsidiaries (as more
specifically described herein, the "LP Acquisition") and B&B Italia S.p.A., a company incorporated in Italy, and its subsidiaries (as more specifically
described herein, the "B&B Acquisition" and, together with the Flos Acquisition and the LP Acquisition, the "Acquisitions") by the Issuer. The Issuer is
a holding company formed in connection with the Acquisitions and will not control the Targets (as defined herein) prior to the consummation of the
Acquisitions.
The Floating Rate Notes will mature on November 15, 2025. The Issuer will pay interest on the Floating Rate Notes at a rate equal to three-month
EURIBOR (with 0% floor) plus 6.00% per year, reset quarterly. Interest will be paid on the Floating Rate Notes quarterly in arrears on February 15,
May 15, August 15 and November 15 of each year, beginning on February 15, 2019. Prior to November 15, 2019, the Issuer will be entitled, at its
option, to redeem all or, from time to time, a portion of the Floating Rate Notes at a redemption price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest and additional amounts, if any, plus a "make-whole" premium. At any time on or after November 15, 2019,
the Issuer may redeem all or part of the Floating Rate Notes at the redemption prices set forth in this offering memorandum (the "Offering
Memorandum"). The Fixed Rate Notes will mature on November 15, 2025. The Issuer will pay interest on the Fixed Rate Notes semi-annually on each
May 15 and November 15, commencing May 15, 2019. Prior to November 15, 2021, the Issuer will be entitled, at its option, to redeem all or a portion
of the Fixed Rate Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional
amounts, if any, plus a "make-whole" premium. At any time on or after November 15, 2021, the Issuer may redeem all or from time to time a portion
of the Fixed Rate Notes at the redemption prices set forth in this Offering Memorandum. In addition, prior to November 15, 2021, the Issuer may on
one or more occasions redeem at its option up to 40% of the aggregate principal amount of the Fixed Rate Notes with the net proceeds from certain
equity offerings at the redemption price set forth in the Offering Memorandum, provided that at least 50% of the original aggregate principal
amount of the Fixed Rate Notes remains outstanding after each redemption. Prior to November 15, 2021, the Issuer may redeem during each calendar
year up to 10% of the aggregate principal amount of the Fixed Rate Notes originally issued (including any additional Fixed Rate Notes) at its option,
from time to time, at a redemption price equal to 103% of the principal amount of the Fixed Rate Notes redeemed, plus accrued and unpaid interest
and additional amounts, if any.
Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an offer to repurchase all of the relevant
series of Notes at a redemption price equal to 101% of the 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. In addition, the Issuer may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law.
Pending consummation of the Acquisitions, the Initial Purchasers (as defined herein) will, concurrently with the issuance of the Notes on the Issue
Date (as defined herein), deposit the gross proceeds of the offering of the Notes into segregated escrow accounts, each in the name of the Issuer. The
escrow accounts will be controlled by JPMorgan Chase N.A. (the "Escrow Agent") and pledged in favor of the Trustee (as defined herein) on behalf of
the holders of the relevant series of Notes. The release of the escrowed proceeds from the escrow accounts will be subject to the satisfaction of
certain conditions, including the completion of the Acquisitions, pursuant to the terms of the Investment Agreement (as defined herein) and the
relevant Acquisition Agreements (as defined herein) promptly following the escrow release. If the conditions to the release of the escrowed proceeds
have not been satisfied on or prior to the date specified herein, the Notes will be subject to a special mandatory redemption. The special mandatory
redemption price of each series of Notes will be equal to 100% of the aggregate initial issue price of such series of Notes plus accrued and unpaid
interest from the Issue Date to but excluding such special mandatory redemption date and additional amounts, if any. See "Description of Notes--
Escrow of Proceeds; Special Mandatory Redemption".
The Notes will be senior secured obligations of the Issuer and will not be guaranteed on the Issue Date. Within 90 days following the Completion Date
(as defined herein), the Notes, subject to certain agreed security principles, will be guaranteed on a senior basis (the "Notes Guarantees") by the
Guarantors (as defined herein). As of the Issue Date, the Notes will be secured by the Issue Date Collateral (as defined herein). The Notes Guarantees
will be subject to certain material limitations pursuant to applicable laws as described under "Certain Limitations on Validity and Enforceability of the
Notes Guarantees and the Collateral and Certain Insolvency Law Considerations". See "Risk Factors--Risks Related to the Notes, the Notes Guarantees
and the Collateral--The Notes Guarantees and the Collateral will be subject to certain limitations on enforcement and may be limited by applicable
laws or subject to certain defenses that may limit their validity and enforceability". On or about the Completion Date, the Notes will be secured on a
first-ranking basis, subject to certain agreed security principles, by the Completion Date Collateral (as defined herein). Within 20 business days
following the Completion Date, the Notes will also be secured on a first-ranking basis, subject to certain agreed security principles, by the Post
Completion Date Collateral (as defined herein). The Collateral (as defined herein) will also secure on a first-ranking basis the Revolving Credit Facility
(as defined herein) and certain hedging obligations. Under the terms of the Intercreditor Agreement (as defined herein), the holders of Notes will
only receive proceeds from the enforcement of the Collateral after the lenders under the Revolving Credit Facility and counterparties to certain super
priority hedging obligations have been repaid in full.
Subject to and as set forth in "Description of Notes--Additional Amounts", the Issuer will not be liable to pay any additional amounts to holders of
the Notes in relation to any withholding or deduction required pursuant to Italian Legislative Decree No. 239 of April 1, 1996 (as the same may be
amended or supplemented from time to time) ("Decree No. 239") if the Notes are held by a person resident in a country that is not included in the list
issued under Article 11(4)(c) of Decree No. 239, and otherwise in the circumstances as described in "Description of Notes--Additional Amounts".
There is currently no public market for the Notes. We have applied to have the Notes listed on the Official List of the Luxembourg Stock Exchange (the
"LuxSE") and traded on the LuxSE's Euro MTF market (the "Euro MTF Market"). There is no assurance that the Notes will remain listed and admitted
to trading on the Euro MTF Market. This Offering Memorandum constitutes a prospectus for the purposes of Part IV of the Luxembourg law on
prospectuses for securities dated July 10, 2005, as amended.
Each series of Notes will be represented on issue by one or more Global Notes (as defined herein) and the Initial Purchasers (as defined herein) expect
to deliver the Notes in book-entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream") on or about
November 16, 2018 (the "Issue Date").
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 57.
Price for the Floating Rate Notes: 100.000% plus accrued interest, if any, from the Issue Date.
Price for the Fixed Rate Notes: 100.000% plus accrued interest, if any, from the Issue Date.
The Notes and the Notes Guarantees 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 laws of any other jurisdiction. The Notes will only be offered or sold within the United States to qualified institutional buyers
in reliance on the exemption from registration provided by Rule 144A under the U.S. Securities Act ("Rule 144A") and to persons who are not U.S.
persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act ("Regulation S"). You are hereby notified that sellers of the
Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See "Notice to Prospective
U.S. Investors" and "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions.
Global Coordinators and Joint Bookrunners
J.P. Morgan
UniCredit Bank
Goldman Sachs International
Joint Bookrunners
DNB Markets
HSBC
Manager
Natixis
The date of this Offering Memorandum is November 16, 2018.

TABLE OF CONTENTS
TABLE OF CONTENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
i
IMPORTANT INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xi
PRESENTATION OF FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xvii
PRESENTATION OF INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xxxii
EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xxxiii
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
THE TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
131
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133
SELECTED HISTORICAL FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION . . . . . . . . . . .
144
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
166
INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
218
OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
224
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
265
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
273
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . .
274
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
275
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
299
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
425
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
431
CERTAIN ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
446
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
448
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
451
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
455
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
456
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
457
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . .
458
CERTAIN LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE NOTES GUARANTEES
AND THE COLLATERAL AND CERTAIN INSOLVENCY LAW CONSIDERATIONS . . . . . . . . . . . . . .
462
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
500
FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
ANNEX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
ANNEX B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-1
ANNEX C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
C-1
ANNEX D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
D-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 such 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.
i

IMPORTANT INFORMATION
This Offering Memorandum does not constitute an offer to sell or an invitation to subscribe for
or purchase any of the Notes in any jurisdiction in which such offer or invitation is not authorized
or to any person to whom it is unlawful to make such an offer or invitation. No action has been,
or will be, taken to permit a public offering in any jurisdiction where action would be required
for that purpose. Accordingly, the Notes may not be offered or sold, directly or indirectly, and
this Offering Memorandum may not be distributed, in any jurisdiction except in accordance with
the legal requirements applicable in such jurisdiction. You must comply with all laws that apply
to you in any place in which you buy, offer or sell any Notes or possess this Offering
Memorandum. You must also obtain any consents or approvals that you need in order to
purchase any Notes. Neither the Issuer ("we" or "us") nor any of J.P. Morgan Securities plc,
UniCredit Bank AG, Goldman Sachs International, DNB Bank ASA, HSBC Bank plc and Natixis
(together, the "Initial Purchasers") are responsible for your compliance with these legal
requirements. See also "Notice to Prospective U.S. Investors", "Notice to Certain European
Investors" and "Plan of Distribution".
You should base your decision to invest in the Notes solely on information contained in this
Offering Memorandum. Neither we nor the Initial Purchasers have authorized anyone to provide
you with different information. In addition, neither we nor the Initial Purchasers nor any of our
or their respective representatives are providing you with any legal, business, tax or other advice
in this Offering Memorandum. You should consult with your own advisors as needed to assist you
in making your investment decision and to advise you whether you are legally permitted to
purchase the Notes.
This Offering Memorandum contains summaries believed to be accurate with respect to certain
documents, but reference should be made to the actual documents for complete information. All
such summaries are qualified in their entirety by such reference. Copies of certain of the
documents referred to herein will be made available to prospective investors upon request to us.
None of the Initial Purchasers nor any employee or affiliate of the Initial Purchasers has
authorized the contents or circulation of this Offering Memorandum. Accordingly, none of the
Initial Purchasers, the trustee or any other agent or any of their respective directors, officers,
employees, affiliates or advisors 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.
By receiving this Offering Memorandum, you acknowledge that you have not relied on the Initial
Purchasers or their respective directors, affiliates, agents or advisors in connection with your
investigation of the accuracy of this information or your decision whether to invest in the Notes.
By purchasing the Notes, you will be deemed to have acknowledged that you have reviewed this
Offering Memorandum and have had an opportunity to request, and have received all additional
information that you need from us. No person is authorized in connection with any offering
made by this Offering Memorandum to give any information or to make any representation not
contained in this Offering Memorandum or any pricing term sheet or supplement 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 as of the date hereof. Neither the
delivery of this Offering Memorandum at any time after the date of publication nor any
subsequent commitment to purchase the Notes shall, under any circumstances, create an
implication that there has been no change in the information set out in this Offering
Memorandum or in our business since the date of this Offering Memorandum. 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 Issuer has prepared this Offering Memorandum solely for use in connection with the offer of
the Notes and the Notes Guarantees to qualified institutional buyers under Rule 144A and to
ii

persons who are not U.S. persons (within the meaning of Regulation S) outside the United States.
You should read this Offering Memorandum before making a decision whether to purchase any
Notes.
By accepting delivery of this Offering Memorandum, you agree to the foregoing restrictions and
agree not to use any information herein for any purpose other than considering an investment in
the Notes. This Offering Memorandum may only be used for the purpose for which it was
published.
The information contained in this Offering Memorandum has been furnished by us and other
sources we believe to be reliable. The information contained under the headings "Exchange Rate
Information", "Summary", "Management's Discussion and Analysis of Financial Condition and
Results of Operations", "Industry and Market Data" and "Business" includes extracts from
information and data publicly released by official and other sources. While we accept
responsibility for accurately summarizing such information and data, we accept no further
responsibility in respect of such information. However, as far as we are aware, no information or
data has been omitted which would render reproduced information inaccurate or misleading.
The information set out in relation to sections of this Offering Memorandum describing clearing
and settlement arrangements, including the section entitled "Book-Entry, Delivery and Form", is
subject to any change in or reinterpretation of the rules, regulations and procedures of Euroclear
or Clearstream.
We confirm that, to the best of our knowledge, information and belief, the information
contained in this Offering Memorandum with regards to ourselves, our affiliates, the Group, the
Notes and the Notes Guarantees 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 facts, the omission of which would make this Offering Memorandum or any
statement contained herein misleading in any material respect. 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 or the Group 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.
We will not, nor will any of our agents, have responsibility for the performance of the respective
obligations of Euroclear and Clearstream or their respective participants under the rules and
procedures governing their operations, nor will we or our agents 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 these book-entry interests. Investors wishing to use these
clearing systems are advised to confirm the continued applicability of their rules, regulations and
procedures.
Neither the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission
nor any non-U.S. securities authority has approved or disapproved of these securities or
determined that this Offering Memorandum is accurate or complete. Any representation to the
contrary is a criminal offense. The Issuer has applied to list the Notes on the Official List of the
Luxembourg Stock Exchange (the "LuxSE") for trading on the LuxSE's Euro MTF market (the
"Euro MTF Market"), and will submit this Offering Memorandum to the competent authorities in
connection with the listing application.
The Issuer is offering the Notes and the Guarantors are issuing the Notes Guarantees, in reliance
on an exemption from, or in a transaction not subject to, registration under the U.S. Securities
Act for an offer and sale of securities that do not involve a public offering. The Notes are subject
to restrictions on transferability and resale, which are described under "Plan of Distribution" and
"Transfer Restrictions". By possessing this Offering Memorandum or purchasing any Note, you
will be deemed to have represented and agreed to all of the provisions contained in that section
of this Offering Memorandum. You should be aware that you may be required to bear the
iii

financial risks of this investment for an indefinite period of time. 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.
Tax Considerations
Prospective purchasers of the Notes are advised to consult their own tax advisors as to the
consequences of purchasing, holding and disposing of the Notes, including, without limitation,
the application of U.S. federal tax laws to their particular situations, as well as any consequences
to them under the laws of any other taxing jurisdiction. See "Taxation".
STABILIZATION
IN CONNECTION WITH THIS OFFERING, J.P. MORGAN SECURITIES PLC (THE "STABILIZATION
MANAGER") (OR PERSON(S) ACTING ON BEHALF OF THE STABILIZATION MANAGER), MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE CAN BE NO ASSURANCES THAT THE STABILIZATION MANAGER (OR PERSON(S)
ACTING ON BEHALF OF THE STABILIZATION MANAGER) WILL UNDERTAKE ANY SUCH
STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON OR
AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE
NOTES AND MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER
OF 30 CALENDAR DAYS AFTER THE ISSUE DATE AND 60 CALENDAR DAYS AFTER THE DATE OF
ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER ALLOTMENT MUST BE
CONDUCTED BY THE STABILIZATION MANAGER (OR PERSON(S) ACTING ON BEHALF OF THE
STABILIZATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
NOTICE TO PROSPECTIVE U.S. INVESTORS
The Notes will be sold outside the United States to persons who are not U.S. persons pursuant to
Regulation S of the U.S. Securities Act and within the United States to QIBs pursuant to
Rule 144A. The Notes and the Notes Guarantees have not been and will not be registered under
the U.S. Securities Act and the Notes may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, registration requirements of the U.S. Securities Act. The Notes shall
not be offered, sold or delivered (i) as part of an Initial Purchaser's distribution at any time or
(ii) otherwise until 40 days after the later of the commencement of the offering and the latest
closing date, within the United States or to, or for the account or benefit of, U.S. persons, except
pursuant to Rule 144A and each dealer to which Notes have been sold during the distribution
compliance period will be sent a confirmation or other notice setting forth the restrictions on
offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S.
persons. Terms used in this paragraph have the meanings given to them by Regulation S.
iv

NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
In relation to each member state of the European Economic Area which has implemented the
Prospectus Directive (each, a "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 Member State, it has not made and will not make an offer of
Notes which are the subject of the offering contemplated by this Offering Memorandum to the
public in that Relevant Member State other than:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the
prior consent of the Initial Purchaser nominated by the Issuer for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of the Notes shall require the publication by the Issuer or any Initial
Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive. Accordingly, any person making or
intending to make any offer within the EEA of the Notes should only do so in circumstances in
which no obligation arises for the Issuer or the Initial Purchasers to produce a prospectus for such
offer. Neither the Issuer nor the Initial Purchasers have authorized, nor does the Issuer or any
Initial Purchaser authorize, the making of any offer of Notes through any financial intermediary,
other than offers made by the Initial Purchasers, which constitute the final placement of the
Notes contemplated in this Offering Memorandum.
For the purposes of this provision, the expression an "offer of notes to the public" in relation to
any of the 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 that Relevant Member State by any measure implementing the Prospectus Directive in
that Relevant Member State, and the expression "Prospectus Directive" means Directive
2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant
implementing measure 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, acknowledgement and agreement. Notwithstanding the above, a person who is
not a qualified investor and who has notified the Initial Purchasers of such fact in writing may,
with the consent of the Initial Purchasers, be permitted to subscribe for or purchase the Notes in
this offering.
Professional Investors and ECPs Only Target Market
Solely for the purposes of the product approval process of the manufacturers the target market
assessment in respect of the securities described in this Offering Memorandum has led to the
conclusion that: (i) the target market for such securities is eligible counterparties ("ECPs") and
professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and
(ii) all channels for distribution of such securities to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending such
securities (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of such securities (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
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Prohibition of Sales to EEA Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be
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 MiFID II); or (ii) a customer within the
meaning of 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. Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the securities or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the securities or
otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
The United Kingdom
This Offering Memorandum is for distribution only to persons who (i) are outside the United
Kingdom or (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 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.
Italy
The offering of the Notes has not been cleared by the Commissione Nazionale per la Società e la
Borsa ("CONSOB") (the Italian securities exchange commission), pursuant to Italian securities
legislation and will not be subject to formal review by CONSOB. Accordingly, no Notes may be
offered, sold or delivered, directly or indirectly, nor may copies of this Offering Memorandum or
of any other document relating to the Notes be distributed in the Republic of Italy, except (a) to
qualified investors (investitori qualificati) as referred to in Article 100 of the Italian Legislative
Decree No. 58 of February 24, 1998, as amended (the "Italian Financial Act"), and as defined in
CONSOB Regulation No. 20307 of February 15, 2018 ("Regulation 20307"), pursuant to Article 34-
ter, first paragraph, letter (b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the
"Issuer Regulation"), implementing Article 100 of the Italian Financial Act; and (b) in any other
circumstances which are exempted from the rules on public offerings pursuant to Article 100 of
the Italian Financial Act and the implementing CONSOB regulations, including the Issuer
Regulation.
The Initial Purchaser has represented and agreed that any offer, sale or delivery of the Notes or
distribution of copies of this Offering Memorandum or of any other document relating to the
Notes in the Republic of Italy will be carried out in accordance with all Italian securities, tax and
exchange control and other applicable laws and regulations.
Any such offer, sale or delivery of the Notes or distribution of copies of this Offering
Memorandum or any other document relating to the Notes in the Republic of Italy must be in
compliance with the selling restrictions under (a) and (b) above and must be:
(a) made by soggetti abilitati (including investment firms, banks or financial intermediaries, as
defined by Article 1, first paragraph, letter r), of the Italian Financial Act), to the extent duly
authorized to engage in the placement and/or underwriting and/or purchase of financial
instruments in the Republic of Italy in accordance with the relevant provisions of the Italian
Financial Act, the Regulation 20307, as amended, Italian Legislative Decree No. 385 of
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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.
Denmark
This Offering Memorandum has not been and will not be filed with or approved by the Danish
Financial Supervisory Authority (Finanstilsynet) or any other regulatory authority in Denmark.
Each Initial Purchaser has represented, warranted and agreed that the Notes may not be offered,
sold or delivered directly or indirectly in Denmark, except (a) to a preselected group of
institutional investors that constitute eligible counterparties within the meaning of Executive
Order No. 747 of June 7, 2017 issued pursuant to the Danish Financial Business Act identified by
the Initial Purchaser, (b) in compliance with the Danish Capital Markets Act and Executive Orders
issued thereunder, (c) in compliance with Executive Order No. 747 of June 7, 2017 issued pursuant
to the Danish Financial Business Act, (d) in a manner that is not deemed to constitute an offer to
the public in Denmark and (e) in a manner that is not deemed to constitute an approach to the
public in Denmark for the purposes of the Issuer receiving other repayable funds from the public
within the meaning of the Danish Financial Business Act.
Spain
The Notes may not be offered or sold or distributed in Spain, nor may any subsequent resale of
the Notes be carried out, or publicity or marketing of any kind be made, in Spain in relation to
the Notes except (a) in circumstances which do not constitute a public offering of securities
within the meaning of section 35 of the Restated Spanish Securities Market Act approved by
Royal Legislative Decree 4/2015, of October 23, 2015 (Real Decreto Legislativo 4/2015, de 23 de
octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores), as amended
(the "Securities Market Act"), as developed by Royal Decree 1310/2005 of November 4, 2005 on
admission to listing and on issues and public offers of securities (Real Decreto 1310/2005 de 4 de
noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, de Mercado de
Valores, en materia de admisión a negociación de valores en mercados secundarios oficiales, de
ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), and supplemental
rules enacted thereunder or in substitution thereof from time to time; and (b) by institutions
authorized to provide investment services in Spain under Directive 2014/65/EU of the European
Parliament and of the Council of May 15, 2014 on markets in financial instruments and amending
Directive 2002/92/EC and Directive 2011/61/EU, the Securities Market Act (and related legislation)
and Royal Decree 217/2008 of February 15, 2008 on the Legal Regime Applicable to Investment
Services Companies (Real Decreto 217/2008, de 15 de febrero, sobre el régimen jurídico de las
empresas de servicios de inversión y de las demás entidades que prestan servicios de
inversión). This Offering Memorandum has not been and will not be registered with the Spanish
Securities Market Commission (Comisión Nacional del Mercado de Valores) and therefore it is not
intended for the public offering or sale of the Notes in Spain.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the
Notes by such investor occurs in compliance with applicable laws and regulations.
For a further description of certain restrictions on offers and sales of the Notes and the
distribution of this Offering Memorandum in the Republic of Italy, see "Transfer restrictions".
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.
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FORWARD-LOOKING STATEMENTS
This Offering Memorandum includes forward-looking statements within the meaning of the
securities laws of certain applicable jurisdictions. These forward-looking statements include, but
are not limited to, all statements other than statements of historical facts contained in this
Offering Memorandum, including, without limitation, those regarding our future financial
position and results of operations, our strategy, plans, objectives, goals, expected synergies
related to the Transactions and targets, future developments in the markets in which we
participate or are seeking to participate or anticipated regulatory changes in the markets in
which we operate or intend to operate. In some cases, you can identify forward-looking
statements by terminology such as "aim", "anticipate", "believe", "continue", "could",
"estimate", "expect", "forecast", "future", "guidance", "intend", "likely", "may", "ongoing",
"possible", "plan", "potential", "predict", "probable", "projected", "seek", "should", "target"
or "will" or the negative of such terms or other comparable terminology.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and
other factors because they relate to events and depend on circumstances that may or may not
occur in the future. We caution you that forward-looking statements are not guarantees of
future performance and are based on numerous assumptions and that our actual results of
operations, including our financial condition and liquidity and the development of the industry
in which we operate, may differ materially from (and be more negative than) those made in, or
suggested by, the forward-looking statements contained in this Offering Memorandum. In
addition, even if our results of operations, including our financial condition and liquidity and the
development of the industry in which we operate, are consistent with the forward-looking
statements contained in this Offering Memorandum, those results or developments may not be
indicative of results or developments in subsequent periods. Important risks, uncertainties and
other factors that could cause these differences include, but are not limited to:
· the effect of general economic conditions worldwide;
· our ability to successfully introduce new products, develop our brands and adapt to changing
consumer preferences;
· significant competition in the development, production and sale of our products;
· our ability to identify and complete value-enhancing acquisitions and the risks that they may
not deliver expected benefits;
· our ability to effectively control our distribution networks and their commercial practices, and
the effect of any disruption in the operations of our distributors or in our relationships with
them;
· our ability to negotiate, maintain and renew license agreements with leading designers on
satisfactory terms;
· the risk of loss of key license agreements, and the fact that certain of our designers are not
subject to non-compete obligations during the terms of their license agreements with us and/
or following the termination thereof;
· the potential for consumer spending on high-end design products to be replaced by spending
on other activities;
· our ability to fully realize the Group's commercial and strategic vision;
· any negative impact on the reputation of our brand names and designs;
· market perceptions concerning the instability of the euro, the potential reintroduction of
individual currencies within the Eurozone or the potential dissolution of the euro entirely, as
well as the current political uncertainty in Italy;
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· the license agreements we have with designers, which require us to pay royalty and other fees
and, in limited cases, to make certain expenditures;
· risks associated with fluctuations in currency exchange rates;
· our ability to maintain our relationships with key suppliers of certain raw materials,
components or finished products;
· any increase in the prices of the raw materials we employ in our manufacturing processes or of
the components or finished products we purchase, to the extent we are not able to pass on
such price increases to our customers;
· our ability to accurately forecast demand for certain of our products and to adequately
manage our product inventory;
· any disruptions relating to our manufacturing or assembly facilities or warehouses or to our
distribution or delivery processes;
· our ability to continue to retain and attract highly skilled employees, and the risk of loss of key
personnel;
· production and litigation risks associated with our commercial contract divisions;
· credit and regulatory risks associated with Louis Poulsen's B2B division's activities with public
entities;
· local business risks associated with our presence outside Europe;
· risks in relation to compliance with anti-corruption laws, anti-bribery laws and regulations and
economic sanction programs;
· our ability to successfully expand into new markets or grow our online presence on a timely
basis or at all;
· any system interruptions that impair customer access to our sites, performance failures in our
technology infrastructure or data security breaches;
· more stringent regulations, including in the area of consumer data privacy;
· our ability to implement adequate monitoring systems or the sufficiency of monitoring systems
to prevent the violation of laws and regulations;
· seasonal fluctuations in our quarterly results;
· our substantial amount of intangible assets;
· the success of our advertising and promotional activities;
· our ability to protect our license and other intellectual property rights from others;
· labor disputes or work stoppages;
· risks associated with certifications by industry standard-setting bodies and applicable law,
including the Made in Italy designation;
· potential liabilities and costs from litigation and other proceedings;
· changes in our tax rates or exposure to additional tax liabilities;
· changes in tax laws;
· product liability claims;
· compliance with environmental health and safety, building permit, zoning and town planning
laws and regulations;
ix