Obbligazione EDreams UDIGEO 5.5% ( XS1879565791 ) in EUR

Emittente EDreams UDIGEO
Prezzo di mercato 100 EUR  ▼ 
Paese  Spagna
Codice isin  XS1879565791 ( in EUR )
Tasso d'interesse 5.5% per anno ( pagato 1 volta l'anno)
Scadenza 31/08/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione EDreams ODIGEO XS1879565791 in EUR 5.5%, scaduta


Importo minimo 100 000 EUR
Importo totale 425 000 000 EUR
Descrizione dettagliata eDreams ODIGEO è uno dei maggiori gruppi mondiali di agenzie di viaggi online, operante attraverso marchi consolidati e offrendo un'ampia gamma di servizi turistici.

The Obbligazione issued by EDreams UDIGEO ( Spain ) , in EUR, with the ISIN code XS1879565791, pays a coupon of 5.5% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 31/08/2023







Listing Particulars
Not for General Circulation
in the United States








eDreams ODIGEO S.A.
425,000,000 5.50% Senior Secured Notes due 2023
guaranteed by
certain of its subsidiaries

eDreams ODIGEO S.A. (the "Issuer") issued 425,000,000 aggregate principal amount of 5.50% Senior
Secured Notes due 2023 (the "Notes") pursuant to an indenture (the "Indenture") dated as of September 25, 2018 (the
"Issue Date"). The Notes will mature on September 1, 2023.
The Notes will bear interest at a rate of 5.50% per annum, paid semi-annually in arrears on March 1 and
September 1 of each year, commencing on March 1, 2019. Prior to September 1, 2020, we may redeem the Notes in
whole or in part at any time by paying a "make whole" premium. We may redeem the Notes in whole or in part at any
time on or after September 1, 2020, at the redemption prices set forth in this Offering Memorandum, plus accrued and
unpaid interest to, but not including, the redemption date. In addition, at any time prior to September 1, 2020, we may
redeem at our option up to 40% of the aggregate principal amount of Notes with the net cash proceeds from certain
equity offerings at the redemption price set forth in this Offering Memorandum, if at least 60% of the aggregate principal
amount of Notes issued under the Indenture remain outstanding after the redemption. In addition, at any time prior to
September 1, 2020, the Issuer may redeem during each twelve-month period beginning with the Issue Date up to 10% of
the original aggregate principal amount of the Notes (including the aggregate principal amount of any additional Notes
issued) at a redemption price equal to 103% of the principal amount of the Notes redeemed, plus accrued and unpaid
interest to, but not including, the redemption date.
Additionally, we may redeem all of the Notes, at any time, at a price equal to the principal amount thereof plus
accrued and unpaid interest, if any, and additional amounts, if any, upon the occurrence of certain changes in applicable
tax law. Upon the occurrence of certain events constituting a "change of control," the Issuer may be required to make an
offer to repurchase the Notes at 101% of the principal amount redeemed, plus accrued and unpaid interest, if any, and
additional amounts, if any.
The Notes will be secured by security interests granted on a first-priority basis (but any distribution of the
proceeds from the enforcement thereof will be contractually junior to the lenders under the Super Senior Credit Facilities
(as defined herein) and the counterparties under certain hedging obligations) over (x) the issued share capital of Opodo
Limited ("Opodo") by the Issuer and (y) the receivables under any Funding Loan (as defined herein) made to Opodo or
any Subsidiary of Opodo which is a Restricted Subsidiary (as defined herein) by the Issuer. In addition, certain of the
Issuer's subsidiaries jointly and severally guarantee the Notes (the "Guarantees"). See "Description of the
Notes--Security--The Collateral." Local laws may limit your rights to enforce certain guarantees, and, in addition, your
rights with respect to the Notes and the Guarantees will be subject to the Intercreditor Agreement (as defined herein).
The proceeds from the offering of the Notes will be used, together with cash on balance sheet, to fund the
redemption of any outstanding 2021 Notes (as defined herein), and to pay any commissions, fees and expenses (including
early redemption premia), in connection with the Refinancing Transaction (as defined herein). The Issuer intends to
redeem or satisfy and discharge the 2021 Notes, in accordance with the terms and conditions set forth in the indenture
governing the 2021 Notes. See "Use of Proceeds."
There is currently no public market for the Notes. We have applied for the Notes to be admitted to the Official
List of the Luxembourg Stock Exchange ("LxSE") for trading on the Euro MTF Market of the LxSE ("Euro MTF").
There are no assurances that the Notes will be, or will remain, listed and admitted to trade on the Euro MTF. This
Offering Memorandum includes information on the terms of the Notes, including redemption and repurchase prices,
covenants and transfer restrictions and constitutes a prospectus for purposes of Part IV of the Luxembourg law on
prospectus securities dated July 10, 2005, as amended.



Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 26.

Issue Price: 100.00% of principal
plus accrued interest, if any, from the Issue Date.

This Offering Memorandum does not constitute an offer to sell, or the solicitation of an offer to buy, securities
in any jurisdiction where such offer or solicitation is unlawful. The Notes have not been and will not be registered under
the U.S. federal or state securities laws or the securities laws of any other jurisdiction and may not be offered or sold
within the U.S. or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities
Act of 1933 ("Regulation S"), as amended (the "Securities Act")), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Initial Purchasers named
below are offering the Notes only to "qualified institutional buyers" ("QIBs"), as defined in Rule 144A under the
Securities Act ("Rule 144A"), in reliance on Rule 144A, and to persons outside the U.S. in reliance on Regulation S. See
"Notice to Investors" and "Transfer Restrictions" for further details about eligible offerees and resale restrictions.
The Notes were issued in registered form in denominations of 100,000 and integral multiples of 1,000 in
excess thereof and are only transferable in minimum principal amounts of 100,000 and integral multiples of 1,000 in
excess thereof. The Notes were represented on issue by global Notes, which were delivered through Euroclear
Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream") on the Issue Date.

Sole Global Coordinator and Joint Bookrunner
Deutsche Bank
Joint Bookrunners
Barclays
BBVA
CaixaBank
J.P. Morgan
Morgan Stanley
Santander
Société Générale
The date of this Offering Memorandum is September 25, 2018.


TABLE OF CONTENTS


Page
Notice to Investors ..........................................................................................................................................................
ii
Use of Terms and Conventions.......................................................................................................................................
vii
Forward-Looking Statements .........................................................................................................................................
xii
Presentation of Financial and Other Data .......................................................................................................................
xiv
Exchange Rate and Currency Information ...................................................................................................................... xviii
Summary ........................................................................................................................................................................
1
The Offering ...................................................................................................................................................................
15
Summary Consolidated Financial Information and Other Data ......................................................................................
20
Risk Factors ....................................................................................................................................................................
26
Use of Proceeds ..............................................................................................................................................................
56
Capitalization ..................................................................................................................................................................
57
Selected Consolidated Financial Information and Other Data ........................................................................................
58
Management's Discussion and Analysis ........................................................................................................................
61
Industry ...........................................................................................................................................................................
99
Business .......................................................................................................................................................................... 111
Regulation ...................................................................................................................................................................... 136
Management ................................................................................................................................................................... 140
Principal Shareholders .................................................................................................................................................... 146
Related Party Transactions ............................................................................................................................................. 147
Description of Other Indebtedness ................................................................................................................................. 148
Description of the Notes ................................................................................................................................................. 156
Limitations on Validity and Enforceability of the Guarantees and Security Interests .................................................... 220
Book-Entry, Delivery and Form ..................................................................................................................................... 269
Taxation .......................................................................................................................................................................... 272
Plan of Distribution ........................................................................................................................................................ 277
Transfer Restrictions....................................................................................................................................................... 280
Legal Matters .................................................................................................................................................................. 283
Independent Auditors ..................................................................................................................................................... 284
Where You Can Find More Information ........................................................................................................................ 285
Enforceability of Civil Liabilities ................................................................................................................................... 286
Listing and General Information .................................................................................................................................... 292
Index to Financial Statements ......................................................................................................................................... F-1
Annex A: Super Senior Credit Facilities ........................................................................................................................
A-i
Annex B: Intercreditor Agreement .................................................................................................................................
B-i



NOTICE TO INVESTORS
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR
ANY STATE SECURITIES LAWS AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED OR
SOLD IN THE U.S. OR TO U.S. PERSONS. SEE "PLAN OF DISTRIBUTION" AND "TRANSFER
RESTRICTIONS." INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. PROSPECTIVE
PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLER OF ANY SECURITY MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A.
No dealer, salesperson or other person has been authorized to give any information or to make any
representation not contained in this Offering Memorandum and, if given or made, any such information or representation
must not be relied upon as having been authorized by the Issuer, any of its affiliates or the Initial Purchasers or their
respective affiliates. This Offering Memorandum does not constitute an offer of any securities other than those to which
it relates or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where such an offer or
solicitation would be unlawful. 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 certain of the
Issuer's subsidiaries 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.
By receiving this Offering Memorandum, investors acknowledge that they have had an opportunity to request
for review, and have received, all additional information they deem necessary to verify the accuracy and completeness of
the information contained in this Offering Memorandum. Investors also acknowledge that they have not relied on the
Initial Purchasers in connection with their investigation of the accuracy of this information or their decision whether to
invest in the Notes.
The contents of this Offering Memorandum are not to be considered legal, business, financial, investment, tax or
other advice. Prospective investors should consult their own counsel, accountants and other advisors as to legal, business,
financial, investment, tax and other aspects of a purchase of the Notes. In making an investment decision, investors must
rely on their own examination of the Issuer and its affiliates, the terms of the offering of the Notes and the merits and
risks involved.
This issuance was made in reliance upon exemptions from registration under the Securities Act for an offer and
sale of securities that does not involve a public offering. The Notes are subject to restrictions on transferability and resale
and may not be transferred or resold except as permitted under the Securities Act and applicable securities laws of any
other jurisdiction pursuant to registration or exemption therefrom. If you purchase the Notes, you will be deemed to have
made certain acknowledgments, representations and warranties as detailed under "Transfer Restrictions." The Notes have
not been and will not be registered with, recommended by or approved by the U.S. Securities and Exchange Commission
(the "SEC") or any other U.S. federal, state or foreign securities commission or regulatory authority, nor has the SEC or
any such commission or regulatory authority reviewed or passed upon the accuracy or adequacy of this Offering
Memorandum. Any representation to the contrary is a criminal offense in the United States.
We have applied for the Notes to be admitted to the Official List of the LxSE for trading on the Euro MTF. In
the course of any review of the relevant listing particulars by the competent authority, the Issuer may be requested to
make changes to the financial and other information included in this Offering Memorandum. Comments by the LxSE
may require significant modification or reformulation of information contained in this Offering Memorandum or may
require the inclusion of additional information. We may also be required to update the information in this Offering
Memorandum and update the relevant listing particulars to reflect changes in our business, financial condition or results
of operations and prospects. The application to have the Notes admitted to the Official List of the LxSE for trading on the
Euro MTF will not be approved as of the Issue Date and we cannot guarantee that such application will be approved as of
any date thereafter. Settlement of the Notes is not conditioned on obtaining this listing.
The Initial Purchasers and Deutsche Trustee Company Limited (the "Trustee") make no representations or
warranties, express or implied, as to the accuracy or completeness of the information contained in this Offering
Memorandum. Nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or
representation by the Initial Purchasers of the Trustee as to the past or future.
We have prepared this Offering Memorandum solely for use in connection with the offer of the Notes to QIBs
under Rule 144A and to non-U.S. persons (within the meaning of Regulation S) outside the United States under
Regulation S. You agree that you will hold the information contained in this Offering Memorandum and the transactions
contemplated hereby in confidence. You may not distribute this Offering Memorandum to any person, other than a
person retained to advise you in connection with the purchase of any Notes.


The Issuer reserves the right to withdraw the 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. The Initial
Purchasers and certain related entities may acquire a portion of the Notes for their own account.
The laws of certain jurisdictions may restrict the distribution of this Offering Memorandum and the offer and
sale of the Notes. Persons into whose possession this Offering Memorandum or any of the Notes come must inform
themselves about, and observe, any such restrictions. None of the Issuer, the Initial Purchasers, the Trustee or their
respective representatives are making any representation to any offeree or any purchaser of the Notes regarding the
legality of any investment in the Notes by such offeree or purchaser under applicable investment or similar laws or
regulations. For a further description of certain restrictions on the offering and sale of the Notes and the distribution of
this Offering Memorandum, see "Notice to Investors in the European Economic Area," "Notice to Certain Other
Investors" and "Transfer Restrictions."
To purchase the Notes, investors must comply with all applicable laws and regulations in force in any
jurisdiction in which investors purchase, offer or sell the Notes or possess or distribute this Offering Memorandum.
Investors must also obtain any consent, approval or permission required by such jurisdiction for investors to purchase,
offer or sell any of the Notes under the laws and regulations in force in any jurisdiction to which investors are subject.
None of the Issuer, its affiliates, the Trustee or the Initial Purchasers or their respective affiliates will have any
responsibility therefor.
No action has been taken by the Initial Purchasers, the Issuer or any other person that would permit an offering
of the Notes or the circulation or distribution of this Offering Memorandum or any offering material in relation to the
Issuer or its affiliates or the Notes in any country or jurisdiction where action for that purpose is required.
The Notes were issued in fully registered form, in denominations of 100,000 and integral multiples of 1,000
in excess thereof. Notes sold to QIBs in reliance on Rule 144A will initially be represented by one or more global Notes
in registered form without interest coupons attached (the "Rule 144A Global Notes"). Notes sold to non-U.S. persons
outside the U.S. in reliance on Regulation S will be represented by one or more global Notes in registered form without
interest coupons attached (the "Regulation S Global Notes" and, together with the Rule 144A Global Notes, the "Global
Notes"). The Global Notes representing the Notes were deposited, on the Issue Date, with, or on behalf of, a common
depositary for the accounts of Euroclear and Clearstream and registered in the name of the nominee of the common
depositary. Prior to the date that is 40 days after the later of the commencement of the offering or the Issue Date,
beneficial interests in a Regulation S Global Note may not be able to be offered, sold or delivered to, or for the account or
benefit of, U.S. persons pursuant to restrictions under the U.S. federal securities laws. See "Book-Entry, Delivery and
Form."
We accept responsibility for the information contained in this Offering Memorandum. To the best of our
knowledge and belief (having taken reasonable care to ensure that such is the case), the information contained in this
Offering Memorandum is in accordance with the facts in all material respects and does not omit anything likely to affect
the import of such information in any material respect. We accept responsibility accordingly.
Prospective investors should rely only on the information contained in the Offering Memorandum. None of the
Issuer or the Initial Purchasers has authorized anyone to provide prospective investors with different information, and
prospective investors should not rely on any such information. None of the Issuer, the Guarantors or the Initial
Purchasers is making an offer of these Notes in any jurisdiction where this offer is not permitted. Prospective investors
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. This Offering Memorandum may only be used for the purposes for
which it has been prepared.
IN CONNECTION WITH THIS ISSUE, DEUTSCHE BANK AG, LONDON BRANCH (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER)
MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL
FOR A LIMITED PERIOD AFTER THE ISSUE DATE. HOWEVER, THERE IS NO OBLIGATION ON THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) TO
UNDERTAKE SUCH ACTION. SUCH STABILIZING ACTION MAY BEGIN ON OR AFTER THE DATE ON
WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES TAKES
PLACE AND, IF BEGUN, MAY BE DISCONTINUED AT ANY TIME BUT MUST END NO LATER THAN
THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE
OF THE ALLOTMENT OF THE NOTES. ANY STABILIZING ACTION OR OVER ALLOTMENT MUST BE
CONDUCTED BY THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE


STABILIZING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This Offering Memorandum has been prepared on the basis that all offers of the Notes will be made pursuant to
an exemption under Article 3 of Directive 2003/71/EC (the "Prospectus Directive," as implemented in Member States of
the European Economic Area (the "EEA") and as amended, including by Directive 2010/73/EU), from the requirement to
produce and publish a prospectus for offers of the Notes. 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 obligations arise for us or any of the Initial
Purchasers to produce a prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor do we or
they authorize, the making of any offer of Notes through any financial intermediary, other than offers made by the Initial
Purchasers, which constitute a final placement of the Notes contemplated in this Offering Memorandum.
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"); or (ii) a customer within the meaning of Directive 2002/92/EC, as amended (the "Insurance Mediation 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 Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
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 and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties 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 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.
NOTICE TO CERTAIN OTHER INVESTORS
Spain
This Offering Memorandum has not been registered with the Comisión Nacional del Mercado de Valores and
therefore the Notes shall not be offered or sold or distributed to persons in Spain except in circumstances which do not
qualify as a public offer of securities in Spain in accordance with article 35 of the Securities Market Act (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 and restated, or pursuant to an exemption from registration in accordance with Royal Decree 1310/2005 as
amended (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente la Ley24/1988, de 28 de
julio del Mercado de Valores, en materia de admisión a negociación de valores en mercados secundarios oficiales de
ofertas públicas de venta suscripción y del folleto exigible a tales efectos) as amended, and any regulations developing it
which may be in force from time to time.
United Kingdom
This Offering Memorandum is for distribution only to, and is directed solely at, persons who (i) are outside the
United Kingdom, (ii) are investment professionals, as such term is defined in 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 Articles 49(2)(a) to (d) of the Financial Promotion Order or (iv) are persons to whom an invitation or
inducement to engage in investment banking activity (within the meaning of Section 21 of the Financial Services and
Markets Act 2000 (the "FSMA")) in connection with the issue or sale of any Notes may otherwise be lawfully
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. Any person who is not a relevant person should not
act or rely on this Offering Memorandum or any of its contents.
Each Initial Purchaser has represented and agreed that (a) it has only communicated or caused to be
communicated and will only communicate or cause to be communicated an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of


the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Guarantors; and (b) it
has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation
to the Notes in, from or otherwise involving the United Kingdom.
France
This Offering Memorandum has not been prepared in the context of a public offering of financial securities in
France within the meaning of Article L.411-1 of the French Code monétaire et financier and Title I of Book II of the
Règlement Général of the Autorité des marchés financiers (the "AMF") and therefore has not been and will not be
submitted for clearance to the AMF. Consequently, the Notes are not being offered, directly or indirectly, to the public in
France and this Offering Memorandum has not been and will not be released, issued or distributed or caused to be
released, issued or distributed to the public in France. Offers, sales and distributions of the Notes in France will be made
only to qualified investors (investisseurs qualifiés) acting for their own accounts or to a closed circle of investors (cercle
restreint d'investisseurs) acting for their own accounts or to providers of the investment service of portfolio management
for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour le
compte de tiers) as defined in, and in accordance with, Articles L.411-2 and D.411-1 to D.411-4, D.744-1, D.754-1 and
D.764-1 of the French Code monétaire et financier. The Notes may only be offered, directly or indirectly, to the public in
France, in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code
monétaire et financier.
The Netherlands
For selling restrictions in respect of the Netherlands, see "Notice to Investors in the European Economic Area"
above and in addition:
Each Initial Purchaser has represented and agreed that it will not make an offer of the Notes which are the
subject of the offering contemplated by this Offering Memorandum to the public in the Netherlands in reliance on
Article 3(2) of the Prospectus Directive unless such offer is made exclusively to legal entities which are qualified
investors (as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht, the "NLFMSA")) in
the Netherlands.
For the purposes of this provision, the expressions (i) an "offer of the Notes to the public" in relation to any
Notes in the Netherlands; and (ii) "Prospectus Directive," have the meanings given to them above in the paragraph
headed "Notice to Investors in the European Economic Area."
Republic of Italy
The offering of the Notes has not been registered with the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian securities legislation and, accordingly, no Notes may be offered, sold or delivered, nor
may copies of this Offering Memorandum or of any other document relating to the Notes be distributed in the Republic
of Italy, except:
(a)
to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative Decree No. 58 of
24 February, 1998, as amended (the "Italian Financial Services Act") and Article 34-ter, first paragraph, letter
b) of CONSOB Regulation No. 11971 of 14 May, 1999, as amended from time to time (the "Regulation
No. 11971"); or
(b)
in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the
Italian Financial Services Act and Article 34-ter of Regulation No. 11971.
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 under (a) or (b) above must be: (i) made by an investment firm,
bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Italian
Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018 and Legislative Decree No. 385 of
1 September 1993 (the "Italian Banking Act") (in each case as amended from time to time); (ii) in compliance with
Article 129 of the Italian Banking Act, pursuant to which the Bank of Italy may request information on the issue or the
offer of securities in the Republic of Italy and the relevant implementing guidelines of the Bank of Italy issued on
25 August 2015 (as amended on 10 August 2016); and (iii) in compliance with any other applicable laws and regulations
or requirement imposed by CONSOB or any other Italian authority.


USE OF TERMS AND CONVENTIONS
Unless otherwise specified or the context otherwise requires, in this Offering Memorandum:
· "2017 Consolidated Financial Statements" refers to the audited consolidated financial statements for the
Company as of and for the year ended March 31, 2017, containing comparative financial information as of
and for the year ended March 31, 2016, including the notes thereto;
· "2018 Consolidated Financial Statements" refers to the audited consolidated financial statements for the
Company as of and for the year ended March 31, 2018, containing comparative financial information as of
and for the year ended March 31, 2017, including the notes thereto;
· "2021 Indenture" refers to the Indenture governing the 2021 Notes dated October 4, 2016, by and among,
inter alios, the Company and the Trustee as amended and supplemented from time to time;
· "2018 Notes" refers to the 7.50% Senior Secured Notes due 2018 issued by a wholly owned subsidiary of
eDreams ODIGEO on January 31, 2013 and discharged in full on October 4, 2016;
· "2019 Notes" refers to the 10.375% Senior Notes due 2019 issued by a wholly owned subsidiary of
eDreams ODIGEO on April 21, 2011 and discharged in full on October 4, 2016;
· "2021 Notes" refers to our 435,000,000 8.50% Senior Secured Notes due 2021, issued on October 4, 2016,
under the 2021 Indenture and redeemed in part on October 3, 2017;
· "AdWords" refers to Google's advertising service for businesses wanting to display ads on Google and its
advertising network;
· "Affiliate" refers to any person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified person. For purposes of this definition, "control," as used with respect
to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of such person, whether through the ownership of voting securities, by
agreement or otherwise;
· "Amadeus" refers to Amadeus IT Group, S.A.;
· "ARC" refers to the Airlines Reporting Corporation, Arlington, Virginia;
· "Ardian" refers to Ardian France S.A. (formerly known as AXA Investment Managers Private Equity
Europe);
· "Ardian Funds" refers to funds advised or managed by Ardian;
· "Ardian Vehicles" refers to AXA LBO Fund IV FCPR, AXA LBO Fund IV Supplementary FCPR and
AXA Co-Investment Fund III L.P.;
· "Articles of Incorporation" refers to the articles of incorporation of eDreams ODIGEO, as amended from
time to time;
· "Board of Directors" refers to the board of directors (conseil d'administration) of eDreams ODIGEO, as
referred to in "Management Board of Directors";
· "BSP" refers to a billing and settlement plan;
· "BudgetPlaces" refers to, collectively, Tierrabella Invest, S.L., a company organized under the laws of
Spain, having its registered office at Calle López de Hoyos 35, 2, 28002, Madrid, Spain, and registered with
the Mercantile Registry of Barcelona under number B 65440638, and its subsidiary, Engrande, S.L., and,
where the context requires, the brands allocated with such entities;
· "CGU" refers to cash generating units;
· "Combination" refers to the combination of the eDreams Group with the GoVoyages Group and the Opodo
Group to form eDreams ODIGEO, which was achieved through a contribution to eDreams ODIGEO of the


eDreams Group by the Permira Funds and the GoVoyages Group by the Ardian Funds in exchange for
shares of eDreams ODIGEO and the acquisition by a wholly owned subsidiary of eDreams ODIGEO of
100% of the share capital of Opodo from Amadeus effective June 30, 2011;
· "Consolidated Financial Statements" refers to the 2017 Consolidated Financial Statements and the 2018
Consolidated Financial Statements, collectively;
· "Core markets" and "Core segment" refers to our operations in France, Spain and Italy;
· "CRM" refers to customer relationship management;
· "CSM" or "CEO Staff Member" refers to each of the Chief Executive Officer, the Chief Operating Officer,
the Chief Trading Officer, the Chief Marketing Officer, the Chief Financial Officer, the Chief People
Officer, the Chief Technology Officer, the Chief Retail and Product Officer and the Chief Vacation
Products Officer;
· "Direct Connect" and "Direct Connects" refer to the proprietary technology we use to distribute certain
network and low-cost carrier flight products (and, where the context requires, such flight products) by either
connecting customers directly to an airline's proprietary inventory platform that we can access under a
formal agreement or by facilitating customers to book via an airline's public access website, in each case,
without the intermediation of a GDS;
· "Director" refers to a member of the Board of Directors;
· "Dynamic Packages" refers to dynamically priced packages consisting of a flight product and a hotel
booking that travelers customize based on their individual specifications by combining select products from
different travel suppliers through us;
· "eDreams" and "eDreams Group" refer to eDreams Inc., a corporation incorporated under the laws of the
State of Delaware on January 28, 1999, having its registered office at 1209 Orange Street, Wilmington, DE,
19801, United States, and its subsidiaries, and, where the context requires, the brands associated with such
entities;
· "eDreams International" means eDreams International Network, S.L., a company organized under the laws
of Spain, having its registered office at Calle López de Hoyos 35, 2, 28002, Madrid, Spain, and registered
with the Mercantile Registry of Barcelona under number B-225075;
· "eDreams ODIGEO" refers to eDreams ODIGEO S.A., a public limited liability company (société
anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 1,
boulevard de la Foire, L-1528 Luxembourg, Grand Duchy of Luxembourg, and registered with the
Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés de Luxembourg)
under number B 159.036 (formerly a private limited liability company (société à responsabilité limitée)
known as "LuxGEO Parent S.à r.l."), and, where the context requires, the brands associated with such
entity;
· "eDreams ODIGEO Group" refers to eDreams ODIGEO and its subsidiaries;
· "EUR," "euro" and "" refer to the single currency introduced at the start of the third stage of the European
Economic Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended
from time to time;
· "Eurostat" refers to the statistics database hosted on the internet site of the European Commission;
· "Eurozone" refers to the region composed of members states of the European Union that at the relevant
time have adopted the euro;
· "Expansion markets" and "Expansion segment" refers to our operations in Germany, the United Kingdom
and the other countries in which we operate, including, among others, the Nordics and countries outside
Europe;
· "flight business" refers to our operations relating to the supply of flight mediation services;
· "flight mediation services" refers to the mediation services we supply to travelers related to flight products;


· "flight products" refers to flight bookings (network carrier and low-cost carrier flights) and related travel
insurance;
· "GBP," "sterling," "pounds sterling" or "£" refer to the lawful currency of the United Kingdom;
· "GDP" refers to gross domestic product;
· "GDPR" refers to General Data Protection Regulation (EU) 2016/679;
· "GDS" refers to a global distribution system, also referred to as a computer reservation service, which
provides a centralized, comprehensive repository of travel products, including availability and pricing of
seats on airline flights and hotel accommodations;
· "Geo Travel Pacific" refers to Geo Travel Pacific Pty Ltd (ABN 33 167 794 756), a company incorporated
under the laws of the Commonwealth of Australia, having its registered office at C/- Gunderson Briggs,
Level 2, 117 Clarence street, Sydney, 2000, New South Wales, Australia;
· "GoVoyages" and "GoVoyages Group" refer to, before the Combination, Lyparis S.A.S. and its
subsidiaries and, following the Combination, GoVoyages S.A.S., a public limited liability company (société
par actions simplifiée) organized under the laws of France, having its registered office at 9, Rue
Rougemont, 75009 Paris, France, and registered with the Paris Register of Commerce and Companies
(Registre du commerce et des sociétés) under number 522 727 700 and GoVoyages Trade S.A.S., a public
limited liability company (société par actions simplifiée) organized under the laws of France, having its
registered office at 9, Rue Rougemont, 75009 Paris, France, and registered with the Paris Register of
Commerce and Companies (Registre du commerce et des sociétés) under number 508 572 344 and, where
the context requires, the brands associated with such entities;
· "Group" refers to the Company and its subsidiaries;
· "IAS 34" refers to IAS 34 Interim Reporting, the IFRS standard applicable to interim financial
information;
· "IATA" refers to the International Air Transport Association and, where the context requires, reports,
statistics and other publications by such entity;
· "IDC" refers to the International Data Corporation and, where the context requires, reports and other
publications by such entity;
· "IFRS" refers to the International Financial Reporting Standards, as adopted by the European Union;
· "Indenture" refers to the Indenture governing the Notes dated on the Issue Date by and among, inter alios,
the Issuer, the Guarantors and the Trustee;
· "Initial Purchasers" refers to Deutsche Bank AG, London Branch, Banco Bilbao Vizcaya Argentaria, S.A.,
Banco Santander, S.A., Barclays Bank PLC, CaixaBank, S.A., J.P. Morgan Securities plc, Morgan
Stanley & Co. International plc and Société Générale;
· "Intercreditor Agreement" refers to the Intercreditor Agreement, dated on the Issue Date, between, amongst
others, the facility agent under the Super Senior Credit Facilities, the Trustee, the Company, various
subsidiaries of the Company and the Security Agent, as amended from time to time;
· "IT" refers to information technology;
· "Liligo" refers to Liligo Metasearch Technologies S.A.S., a public limited liability company (société par
actions simplifiée) organized under the laws of France, having its registered office at 9, rue Rougemont,
75009 Paris, France, registered with the Paris Register of Commerce and Companies (Registre du
commerce et des sociétés) under number 483 314 134 (formerly a public limited liability company (société
anonyme) known as "ODIGEO Paris Meta S.A." and prior to that as "Findworks Technologies S.A."), and,
where the context requires, the brands associated with such entity;
· "low-cost carrier" or "LCC" refers to an airline with a lower operating cost structure than competitors that
generally offers lower ticket fares and limited services, often charging for extra services like food, priority
boarding, seat allocation and baggage;


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