Bond Marcolini 6.125% ( XS2346563500 ) in EUR

Marcolini

98.64 % ▼

Italy

XS2346563500 ( in EUR )

6.125% per year ( payment 2 times a year)

14/11/2026

Prospectus brochure of the bond Marcolin XS2346563500 en EUR 6.125%, maturity 14/11/2026

15/11/2025 ( In 100 days )

Marcolin is an Italian eyewear manufacturer producing frames for numerous luxury brands and its own collections.

The Bond issued by Marcolini ( Italy ) , in EUR, with the ISIN code XS2346563500, pays a coupon of 6.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/11/2026

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
Marcolin S.p.A.
350,000,000
6.125% Senior Secured Notes due 2026
Marcolin S.p.A., incorporated as a joint stock company (societá per azioni) under the laws of the Republic of Italy (the "Issuer"), is offering
(the "Offering") 350,000,000 aggregate principal amount of its 6.125% Senior Secured Notes due 2026 (the "Notes"). The Notes will be
issued pursuant to an indenture (the "Indenture") dated May 27, 2021 (the "Issue Date") by and between, inter alios, the Issuer, The Law
Debenture Trust Corporation p.l.c. as trustee (the "Trustee") and UniCredit S.p.A. as security agent (the "Security Agent").
The Notes will bear interest equal to 6.125% per annum. Interest will be payable on the Notes semi-annually in arrears on May 15 and
November 15 of each year, commencing on November 15, 2021. The Notes will mature on November 15, 2026. Prior to May 15, 2023, the
Issuer may, at its option, redeem all or a portion of the Notes at a redemption price equal to 100% of the amount thereof, plus accrued and
unpaid interest to, but not including, the applicable redemption date, and additional amounts, if any, plus the applicable "make-whole" premium,
as described herein. At any time on or after May 15, 2023, the Issuer may redeem all or a portion of the Notes at the redemption prices set forth
under "Description of the Notes--Optional Redemption." At any time prior to May 15, 2023, the Issuer may redeem up to 40% of the aggregate
principal amount of the Notes (including any additional Notes), using the net cash proceeds from certain equity offerings at a redemption price
equal to 106.125% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the applicable redemption date, and
additional amounts, if any, provided that at least 50% of the original aggregate principal amount of the Notes (including any additional Notes)
remains outstanding after each redemption. At any time prior to May 15, 2023, the Issuer may redeem during each twelve-month period up to
10% of the aggregate principal amount of the Notes originally issued (including any additional Notes) at its option, from time to time, at a
redemption price equal to 103.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to, but not including, the
applicable redemption date, and additional amounts, if any. If the Issuer undergoes certain events constituting a change of control or sells certain
assets, the Issuer may be required to offer to repurchase the Notes. See "Description of the Notes" for further information.
The Notes will be senior obligations of the Issuer. The Notes will rank equal in right of payment with all existing and future indebtedness of
the Issuer that is not subordinated in right of payment to the Notes, including the obligations of the Issuer under the New Revolving Credit
Facility Agreement (as defined herein) and will rank senior to all of the Issuer's future indebtedness that is subordinated in right of payment to
the Notes. Within 15 business days of the Issue Date, the due and punctual payment of certain amounts due and payable in respect of the
Notes will be guaranteed (the "Guarantees") by Marcolin USA, Marcolin UK, Marcolin France and Marcolin Germany (each as defined
hereinafter) (the "Guarantors"). The Guarantees will be subject to contractual and legal limitations that may limit their enforceability, and the
Guarantees may be released under certain circumstances. See "Risk Factors--Risks Related to the Notes, the Guarantees and the Collateral,"
"Limitations on Validity and Enforceability of the Guarantees and Security Interests and Certain Insolvency Law Considerations."
Within 15 business days of the Issue Date, the Notes will be secured on a first-ranking basis by the Collateral (as defined herein). The New
Revolving Credit Facility (as defined herein) will be secured by security interests granted over the same Collateral that secures the Notes, as
well as by a special lien (privilegio speciale) over the Issuer's movable assets. Under the terms of the Intercreditor Agreement (as defined
herein), the lenders under the New Revolving Credit Facility and the counterparties to certain hedging obligations will receive priority to the
proceeds from the Collateral in the event of any enforcement. See "Description of the Notes--Security." Subject to the terms of the Indenture,
the Collateral may be pledged to secure certain future indebtedness. The Notes, the Guarantees and the assets securing the Notes and the
Guarantees will be subject to restrictions on enforcement and other intercreditor arrangements. See "Description of Certain Financing
Arrangements--Intercreditor Agreement." The Collateral will be subject to the Agreed Security Principles (as defined herein) and limitations
under applicable law, and may be released in certain circumstances. See "Limitations on Validity and Enforceability of the Guarantees and
Security Interests and Certain Insolvency Law Considerations."
Subject to and as set forth in "Description of the Notes," the Issuer will not be liable to pay any Additional Amounts (as defined herein) 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 Italian Ministerial Decree dated September 4, 1996, as amended
or supplemented) and otherwise in circumstances as described in "Description of the Notes--Additional Amounts." This offering
memorandum (the "Offering Memorandum") includes information on the terms of the Notes and the Guarantees, including redemption and
repurchase prices, guarantees, covenants, events of default and offering and transfer restrictions.
There is currently no market for the Notes. The Issuer has applied to list the Notes offered hereby on the Official List of the Luxembourg
Stock Exchange and for admission to trading on the Euro MTF Market of the Luxembourg Stock Exchange. The Notes will be represented on
issue by one or more global notes, which will be delivered through Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking, S.A.
("Clearstream Banking") on or about the Issue Date. See "Book-Entry, Delivery and Form." This Offering Memorandum constitutes a
prospectus for the purposes of Part IV of the Luxembourg law on prospectus securities dated July 16, 2019.
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 33.
Price: 100% plus accrued interest, if any, from the Issue Date
The Notes and the Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "U.S. Securities Act"). The Notes may not be offered or sold within the United States or to U.S. persons, except to qualified
institutional buyers in accordance with Rule 144A under the U.S. Securities Act and to certain non-U.S. persons in offshore
transactions in accordance with Regulation S under the U.S. Securities Act. See "Plan of Distribution" and "Offering and Transfer
Restrictions" for additional information about eligible offerees and transfer restrictions.
Joint Global Coordinators and Joint Bookrunners
Deutsche Bank
Banca Akros S.p.A. Gruppo Banco BPM
UniCredit
Joint Bookrunners
Credit Suisse
IMI Intesa Sanpaolo
The date of this Offering Memorandum is May 27, 2021.

TABLE OF CONTENTS
Page
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ix
CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xi
PRESENTATION OF FINANCIAL INFORMATION AND OTHER DATA . . . . . . . . . . . . . . . . . . . . . . . .
xiv
EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xvii
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
CORPORATE STRUCTURE AND CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . .
17
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA . . .
26
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER INFORMATION . . . . . . . . .
73
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
115
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
155
RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
160
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
181
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
267
TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
272
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
285
OFFERING AND TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
288
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND SECURITY
INTERESTS AND CERTAIN INSOLVENCY LAW CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . .
291
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
352
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
357
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
358
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
359
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
360
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i

NOTICE TO INVESTORS
The Issuer has prepared this Offering Memorandum solely for use in connection with the proposed offering of
the Notes. This Offering Memorandum does not constitute an offer to any other person or to the public generally
to subscribe for or otherwise acquire securities. By accepting delivery of this Offering Memorandum, you agree
to the foregoing and to make no photocopies of this Offering Memorandum or any documents referred to herein.
Deutsche Bank Aktiengesellschaft, Banca Akros S.p.A. Gruppo Banco BPM, UniCredit Bank AG, Credit
Suisse Securities, Sociedad de Valores S.A. and Intesa Sanpaolo S.p.A. (the "Initial Purchasers"), The Law
Debenture Trust Corporation p.l.c. (the "Trustee") and the Agents (as defined hereinafter) make no
representation or warranty, express or implied, as to the accuracy or completeness of the information set forth in
this Offering Memorandum. Nothing contained in this Offering Memorandum is or should be relied upon as a
promise or representation by the Initial Purchasers as to the past or the future. You agree to the foregoing by
accepting receipt of this Offering Memorandum.
Except as provided below, we accept responsibility for the information contained in this Offering Memorandum.
We have made all due inquiries and confirm that to the best of our knowledge and belief, the information
contained in this Offering Memorandum is in accordance with the facts and does not omit anything likely to
affect the import of such information. The information set out in relation to sections of this Offering
Memorandum describing clearing and settlement arrangements, including the section entitled "Book-Entry,
Delivery and Form," is subject to change in or reinterpretation of the rules, regulations and procedures of
Euroclear or Clearstream currently in effect. While the Issuer accepts responsibility for accurately extracting and
summarizing the information concerning Euroclear and Clearstream, the Issuer does not accept further
responsibility in respect of such information. In addition, this Offering Memorandum contains summaries
believed to be accurate with respect to certain documents, but reference is made to the actual documents for
complete information. All such summaries are qualified in their entirety by such reference. Copies of documents
referred to herein will be made available to prospective investors upon request to the Issuer. The information in
this Offering Memorandum is current only as of the date on its cover, and may change after that date. For any
time after the cover date of this Offering Memorandum, the Issuer does not represent that its affairs are the same
as described or that the information in this Offering Memorandum is correct, nor does the Issuer imply those
things by delivering this Offering Memorandum or selling Notes to you. References to any website contained
herein do not form a part of this Offering Memorandum.
By accepting delivery of this Offering Memorandum, you acknowledge that you have had an opportunity to
request from the Issuer for review, and that you have received, all additional information you deem necessary to
verify the accuracy and completeness of the information contained in this Offering Memorandum. You further
agree to the foregoing restrictions, to make no photocopies of this Offering Memorandum or any documents
referred to herein and not to use any information herein for any purpose other than considering an investment in
the Notes. You also acknowledge that you have not relied on the Initial Purchasers in connection with your
investigation of the accuracy of this information or your decision whether to invest in the Notes. You should
consult your own legal, tax and business advisors regarding an investment in the Notes. Information in this
Offering Memorandum is not legal, tax or business advice.
You may not use any information herein for any purpose other than considering an investment in the Notes.
The Issuer reserves the right to withdraw this offering of the Notes at any time. The Issuer and the Initial
Purchasers reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or for no
reason and to allot to any prospective purchaser less than the full amount of the Notes sought by such purchaser.
Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any
non-U.S. securities authority nor other authority has approved or disapproved the Notes or determined if
this Offering Memorandum is truthful or complete. Any representation to the contrary is a criminal
offense.
This Offering Memorandum is not an offer to sell the Notes and it is not soliciting an offer to buy any Notes in
any jurisdiction in which such offer or sale is not permitted.
The distribution of this Offering Memorandum and the offer and sale of the Notes may, in certain jurisdictions,
be restricted by law. None of the Issuer or the Initial Purchasers represent that this Offering Memorandum may
be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration
ii

or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. None of the Issuer or the Initial Purchasers shall
have any responsibility for any of the foregoing legal requirements. In particular, no action has been taken by any
of the Issuer or the Initial Purchasers which would permit a public offering of any Notes or distribution of this
Offering Memorandum in any jurisdiction where action for that purpose is required. Accordingly, no Notes may
be offered or sold, directly or indirectly, and neither this Offering Memorandum nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will result
in compliance with all applicable laws and regulations.
Each purchaser of the Notes must comply with all applicable laws and regulations in force in each jurisdiction in
which it purchases, offers or sells the Notes or possesses or distributes this Offering Memorandum, and must
obtain any consent, approval or permission required for the purchase, offer or sale by it of the Notes under the
laws and regulations in force in any jurisdiction to which it is subject or in which it makes purchases, offers or
sales. Persons into whose possession this Offering Memorandum or any Notes may come must inform
themselves about, and observe, any such restrictions on the distribution of this Offering Memorandum and the
offering and sale of Notes. In particular, there are restrictions on the offer and sale of the Notes, and the
circulation of documents relating thereto, in certain jurisdictions including the United States and the United
Kingdom and to persons connected therewith. See "Notice to Investors." We do not make any representation to
you that the Notes are a legal investment for you.
We have applied to have the Notes listed on the Official List of the Luxembourg Stock Exchange and admitted
for trading on the Euro MTF Market of the Luxembourg Stock Exchange.
In connection with the Offering, the Initial Purchasers are not acting for anyone other than the Issuer and will not
be responsible to anyone other than the Issuer for providing the protections afforded to their clients nor for
providing advice in relation to the Offering.
Stabilization
IN CONNECTION WITH THE OFFERING, DEUTSCHE BANK AKTIENGESELLSCHAFT (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT
OTHERWISE
PREVAIL.
HOWEVER,
THERE
IS
NO
ASSURANCE
THAT
THE
STABILIZING MANAGER (OR PERSONS ACTING ON THEIR 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 IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE
DATE ON WHICH THE ISSUER HAS RECEIVED THE PROCEEDS OF THE ISSUE AND 60
CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
Notice to Investors in the United States
This Offering Memorandum is being (1) submitted on a confidential basis in the United States to a limited
number of QIBs for informational use solely in connection with the consideration of the purchase of the Notes
and (2) to investors outside the United States who are not U.S. persons in connection with offshore transactions
complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act. Prospective investors are
hereby notified that sellers of the Notes may be relying on the exemption from the provision of Section 5 of the
U.S. Securities Act provided by Rule 144A. Its use for any other purpose in the United States is not authorized. It
may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed to
anyone other than the prospective investors to whom it is originally submitted. In making any purchase of Notes,
you will be deemed to have made certain acknowledgments, representations and agreements as stated elsewhere
in this Offering Memorandum.
For the Offering, the Issuer and the Initial Purchasers are relying upon exemptions from registration under the
U.S. Securities Act for offers and sales of securities which do not involve a public offering, including Rule 144A
under the U.S. Securities Act. Prospective investors are hereby notified that sellers of the Notes may be relying
iii

on the exemption from the provision of Section 5 of the U.S. Securities Act provided by Rule 144A. The Notes
are subject to restrictions on transferability and resale. Purchasers of the Notes may not transfer or resell the
Notes except as permitted under the U.S. Securities Act and applicable U.S. state securities laws. See "Notice to
Investors."
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission or any other
securities commission or regulatory authority in the United States, nor have the foregoing authorities approved
this Offering Memorandum or confirmed the accuracy or determined the adequacy of the information contained
in this Offering Memorandum. Any representation to the contrary is a criminal offense in the United States.
Notice to Certain European Investors
European Economic Area.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the
"Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a "qualified investor" within the meaning of Article 2(e) of
Prospectus Regulation.
This Offering Memorandum has been prepared on the basis that any offer of the Notes in any Member State of
the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish
a prospectus for offers of the Notes. This Offering Memorandum is not a prospectus for the purposes of the
Prospectus Regulation. The Notes described in this Offering Memorandum are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor (as
defined above) in a Member State. No key information document required by Regulation (EU) No. 1286/2014
(as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to
retail investors in a Member State has been or will be prepared. Offering or selling the Notes or otherwise
making them available to any retail investor in a Member State may be unlawful.
Each person located in a Member State to whom any offer of Notes is made, or who receives any communication
in respect of an offer of Notes, or who initially acquires any Notes, or to whom the Notes are otherwise made
available, will be deemed to have represented, warranted, acknowledged and agreed to and with each Initial
Purchaser and the Issuer that (i) it is a "qualified investor" within the meaning of the law in that Member State
implementing Article 2(e) of the Prospectus Regulation; and (ii) it is not a retail investor (as defined above).
EEA product governance / Professional investors and ECPs only target market. Solely for the purposes of each
manufacturer's product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties ("ECPs") and professional clients
only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to ECPs and professional
clients are appropriate. Any person subsequently offering, selling or recommending such Notes (a "distributor")
should take into consideration the manufacturers' target market assessment; however, and without prejudice to
our obligations in accordance with MiFID II, a distributor subject to MiFID II is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels.
Republic of Italy. The Offering has not been cleared by the Commissione Nazionale per la Società e la Borsa
("CONSOB") (the Italian securities exchange commission), pursuant to Italian securities legislation and will not
be subject to formal review or clearance by CONSOB. Accordingly, no Notes may be offered, sold or delivered,
directly or indirectly nor may copies of this Offering Memorandum or any other offering circular, prospectus,
form of application, advertisement or other offering material or document relating to the Notes to be issued, may
be distributed or published in the Republic of Italy either on the primary or on the secondary market, except
(a) to qualified investors (investitori qualificati) as referred to in Article 2(e) of the Prospectus Regulation; or
(b) in any other circumstances which are exempted from the rules on public offerings pursuant to Article 1 of the
Prospectus Regulation, Article 34-ter, first paragraph, letter (b) of CONSOB Regulation No. 11971 of May 14,
1999, as amended (the "Issuer Regulation"), and the applicable Italian laws and regulations.
iv

Any such offer, sale or delivery of the Notes or distribution of copies of this Offering Memorandum or any other
document relating to the Notes in the Republic of Italy must be in compliance with the selling restrictions under
(a) and (b) above and must be:
(a) made by soggetti abilitati (including investment firms, banks or financial intermediaries, as defined by
Article 1, first paragraph, letter r, of Italian Legislative Decree No. 58 of February 24, 1998, as amended
(the "Italian Financial Act")), to the extent duly authorized to engage in the placement and/or underwriting
and/or purchase of financial instruments in the Republic of Italy in accordance with the relevant provisions
of the Italian Financial Act, Regulation No. 20307 of February 15, 2018, as amended ("Regulation 20307"),
Italian Legislative Decree No. 385 of September 1, 1993, as amended (the "Italian Banking Act"), the
Issuer Regulation and any other applicable laws and regulations; and
(b) in compliance with all relevant Italian securities, tax, exchange control and any other applicable laws and
regulations and any other applicable requirement or limitation that may be imposed from time to time by
CONSOB, the Bank of Italy (including, the reporting requirements, where applicable, pursuant to Article
129 of the Italian Banking Act and the implementing guidelines of the Bank of Italy, as amended from time
to time) or any other relevant Italian competent authorities.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the Notes by such
investor occurs in compliance with applicable laws and regulations.
For selling restrictions in respect of Italy, see also "Notice to Certain European Investors--European Economic
Area" above.
France. This Offering Memorandum has not been approved by, or registered or filed with the Autorité des
marchés financiers (the French financial markets authority ("AMF")) and does not require a prospectus to be
submitted for approval to the AMF. Consequently, the Notes may not be, directly or indirectly, offered or sold in
France (other than to qualified investors as defined in, and in accordance with, Article 2(e) of the Prospectus
Regulation and Article L.411-2 of the French Code monétaire et financier), and neither this Offering
Memorandum nor any offering or marketing materials relating to the Notes may be made available or distributed
in any way in France except to qualified investors.
Germany. The Offering is not a public offering in the Federal Republic of Germany. The Notes may not be
offered and sold in the Federal Republic of Germany except in accordance with the provisions of the Securities
Prospectus Act of the Federal Republic of Germany (Wertpapierprospektgesetz) (as amended, the "German
Securities Prospectus Act"), of the Prospectus Regulation, and any other laws applicable in Germany. This
Offering Memorandum has not been and will not be submitted to, nor has it been nor will it be approved by, the
German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) ("BaFin")
and the Issuer does not intend to procure a notification to the BaFin from another competent authority of a
Member State pursuant to Article 25 of the Prospectus Regulation. 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 is directed only at, persons who are qualified investors
(qualifizierte Anleger) as defined by Article 2(e) of the Prospectus Regulation. Any resale of the Notes in
Germany may only be made in accordance with the Prospectus Regulation and the German Securities Prospectus
Act and other applicable laws.
United Kingdom. This Offering Memorandum has been prepared on the basis that any offer of the securities in
the UK will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the EUWA (the "UK Prospectus Regulation") from a requirement to publish a prospectus for
offers of such securities. This Offering Memorandum is not a prospectus for the purpose of the UK Prospectus
Regulation. The securities described in this Offering Memorandum are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in
the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it forms part of domestic law by virtue of the
EUWA; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by
virtue of the EUWA. Consequently, no key information document required by the PRIIPs Regulation as it forms
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part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the securities
or otherwise making them available to retail investors in the UK has been or will be prepared and, therefore,
offering or selling the securities or otherwise making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation. This Offering Memorandum is for distribution only to, and is only
directed at, persons who (i) are outside the UK, (ii) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended, (the "Financial Promotion Order"), (iii) are persons falling within Article 49(2)(a) to
(d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iv) are
persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21
of the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated (all
such persons together being referred to as "relevant persons"). This Offering Memorandum is directed only at
relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this Offering Memorandum relates is available only to relevant persons and will
be engaged in only with relevant persons. The Notes are being offered solely to "qualified investors" as defined
in the UK Prospectus Regulation. This Offering Memorandum has not been approved by the Financial Conduct
Authority or any other competent authority. Any person who is not a relevant person should not act or rely on
this Offering Memorandum or any of its content.
UK MiFIR product governance / Professional investors and ECPs only target market. Solely for the purposes
of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to
the conclusion that: (i) the target market for the Notes is only ECPs, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all
channels for distribution of the Notes to ECPs and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
Notice to Canadian Investors
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this Offering Memorandum (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should
refer to any applicable provisions of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Initial
Purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this Offering.
For a further description of certain restrictions on offers and sales of the Notes and the distribution of this
Offering Memorandum, see "Offering and 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 contains forward-looking statements. These forward-looking statements include, but
are not limited to, all statements other than statements of historical fact contained in this Offering Memorandum,
including, without limitation, those regarding our intentions, beliefs or current expectations concerning, among
other things, our future financial conditions and performance, results of operations and liquidity, our strategy,
plans, objectives, prospects, growth, goals and targets, future developments in the markets in which we
participate or are seeking to participate, behavior of and trends with our customers and end-users of our products,
and anticipated regulatory environment in which we operate. These forward-looking statements can be identified
in some cases by the use of certain terms, including without limitation, "aim," "anticipate," "assume," "believe,"
"could," "estimate," "expect," "forecast," "guidance," "intend," "may," "plan," "project," "risk," "should,"
"will," and their negatives, other similar expressions or other variations or comparable terminology that are
predictions of or otherwise indicate future events or trends identify forward-looking statements. By their nature,
forward-looking statements involve known and unknown risks, uncertainties and other factors that are in some
cases beyond our control. Forward-looking statements are not guarantees of future performance. These risks,
uncertainties and factors may cause our actual results, performance or achievements to differ materially from
those expressed or implied by the forward-looking statements (and from past results, performances or
achievements). Factors that may cause these differences include but are not limited to the risks described under
"Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and
"Business." These factors include, but are not limited to:
·
the negative impact of the COVID-19 pandemic on our business, financial condition and results of
operations;
·
royalties and other license fees required pursuant to our license agreements;
·
our ability to negotiate, maintain and renew license agreements on satisfactory terms with leading
brands;
·
the loss of one of our key license agreements;
·
competition in our industry;
·
risks related to changing consumer preferences;
·
risks related to and inability to control Thélios;
·
risks related to unfavorable economic conditions and political uncertainty;
·
exchange rate fluctuations;
·
disruptions of operations at our manufacturing facilities or our distribution centers or problems with
third-party manufacturers or suppliers;
·
risks related to vision correction alternatives to prescription glasses;
·
inability to procure raw materials and semi-finished products on acceptable terms;
·
risks related to compliance with anti-corruption laws, anti-bribery laws and regulations and economic
sanctions programs;
·
risks related to non-compliance with the GDPR;
·
failure to maintain proper levels of inventory;
·
the seasonality of our business;
·
risks related to new distribution channels and business models in the eyewear industry;
·
risks related to the international scope of our operations;
·
risks related to the use of third-party distributors;
·
risks related to our participation in joint venture agreements;
·
risks related to changing environmental laws and regulations;
·
risks related to tax rates, exposure to additional tax liabilities and tax audits;
·
risk of liability and costs in connection with asbestos-containing materials at certain of our facilities;
·
pursuing acquisitions or business combinations that prove unsuccessful or strain or divert our
resources;
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·
the need to protect our license and trademark rights;
·
risks related to our advertising and promotional activities;
·
risks related to diverting cash flow into required capital expenditures;
·
risks related to our exposure to the credit risk of our customers;
·
risks related to rising employment costs;
·
risks related to our dependence on our IT systems;
·
risks related to the United Kingdom's withdrawal from the European Union;
·
risks related to limits on insurance;
·
adverse developments in sovereign debt markets and by the exit from the Eurozone of one or more
current Eurozone states;
·
risks related to attrition among key employees and management;
·
risks related to compliance with anti-competition laws;
·
risks related to litigation;
·
risks related to labor disruptions;
·
risks related to certification standards set by third party industry bodies;
·
risks related to our capital structure;
·
risks related to our indebtedness;
·
risks related to the Notes, the Guarantees and the Collateral; and
·
the other risks described under "Risk Factors."
The foregoing factors and others described under "Risk Factors" should not be construed as exhaustive. We urge
you to read the sections of this Offering Memorandum entitled "Risk Factors," "Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Industry Overview," "Business" and "Limitations
on Validity and Enforceability of the Guarantees and Security Interests and Certain Insolvency Law
Considerations" for a more complete discussion of the factors that could affect the Group's future performance
and the markets in which it operates. In light of these risks, uncertainties and assumptions, the forward-looking
events described in this Offering Memorandum may not occur. These forward-looking statements speak only as
of the date on which the statements were made. We undertake no obligation to update or revise any
forward-looking statement or risk factors, whether as a result of new information, future events or developments
or otherwise. All subsequent written and oral forward-looking statements attributable to us or to persons acting
on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and
contained elsewhere in this Offering Memorandum, including those set forth under "Risk Factors."
You should not place undue reliance on these forward-looking statements because they reflect our judgment at
the date of this Offering Memorandum. Forward-looking statements are not intended to give any assurances as to
future results. We will not normally publicly release any revisions we may make to these forward-looking
statements that may result from events or circumstances arising after the date of this Offering Memorandum or
otherwise.
viii