Obbligazione WeBuild Group 3.625% ( XS2102392276 ) in EUR

WeBuild Group

100 EUR ▲

Italia

XS2102392276 ( in EUR )

3.625% per anno ( pagato 1 volta l'anno)

27/01/2027

Prospetto opuscolo dell'obbligazione Webuild S.p.A XS2102392276 en EUR 3.625%, scadenza 27/01/2027

100 000 EUR

250 000 000 EUR

28/01/2027 ( In 298 giorni )

Webuild S.p.A. è una società italiana leader mondiale nelle costruzioni di grandi infrastrutture, operante nei settori delle infrastrutture di trasporto, idrauliche e di edilizia.

The Obbligazione issued by WeBuild Group ( Italy ) , in EUR, with the ISIN code XS2102392276, pays a coupon of 3.625% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 27/01/2027

(incorporated with limited liability under the laws of the Republic of Italy)
250,000,000
3.625 per cent. Notes due 28 January 2027
The issue price of the 250,000,000 3.625 per cent. Notes due 28 January 2027 (the "Notes") of Salini Impregilo S.p.A. (the "Issuer" or "Salini Impregilo")
is 100 per cent. of their principal amount. The Notes will comprise 126,659,000 in aggregate principal amount of Notes to be issued in exchange for
existing securities pursuant to the Exchange Offer referred to under "Exchange Offer" below (the "Exchange Notes") and 123,341,000 in aggregate
principal amount of additional Notes to be issued for subscription for cash (the "Additional Notes") The Exchange Notes and the Additional Notes
.
constitute the same class and form a single series of Notes.
Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 28 January 2027. The Notes are subject to redemption,
in whole but not in part, at their principal amount, plus interest, if any, to the date fixed for redemption at the option of the Issuer at any time in the event
of certain changes affecting taxation in the Republic of Italy. In addition, the holder of a Note may, by the exercise of the relevant option, require the Issuer
to redeem such Note at 100 per cent. of its principal amount together with accrued and unpaid interest (if any) upon the occurrence of a Change of Control
(as defined below). The Issuer may also elect to redeem all, but not some only, of the Notes at an amount calculated on a "make whole" basis. See
"Terms and Conditions of the Notes -- Redemption and Purchase".
The Notes will bear interest from 28 January 2020 (the "Issue Date") at the rate of 3.625 per cent. per annum payable annually in arrears on 28 January
each year commencing on 28 January 2021. Payments on the Notes will be made in Euro without deduction for or on account of taxes imposed or levied
by the Republic of Italy to the extent described under "Condition 9 (Taxation)".
The Notes will constitute direct, general and unconditional obligations of the Issuer which will at all times rank pari passu among themselves and at least
pari passu with all other present and future unsecured obligations of the Issuer, save for certain mandatory exceptions of applicable law.
The prospectus (the "Prospectus) has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under Regulation (EU)
2017/1129 (the "Prospectus Regulation"). This Prospectus constitutes a prospectus for the purposes of the Prospectus Regulation. The Central Bank
only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation.
Such approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Prospectus and
investors should make their own assessment as to the suitability of investing in the Notes. Application has been made to the Irish Stock Exchange plc
trading as Euronext Dublin ("Euronext Dublin") for the Notes to be admitted to its official list (the "Official List") and trading on the Regulated Market of
Euronext Dublin (the "Market") with effect from the Issue Date. References in this Prospectus to Notes being "listed" (and all related references) shall
mean that the Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the
purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended ("MiFID II").
This Prospectus is available for viewing on the website of Euronext Dublin (www.ise.ie).
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") and are subject
to United States tax law requirements. The Notes are being offered outside the United States by the Managers (as defined in "Subscription and Sale") in
accordance with Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold or delivered 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, the registration requirements of the
Securities Act. For a description of certain restrictions on transfers of the Notes, see "Subscription and Sale".
Investing in the Notes involves risks. See "Risk Factors" beginning on page 5 of this Prospectus for a discussion of certain risks prospective
investors should consider in connection with any investment in the Notes.
The Notes will be in bearer form in the denomination of 100,000 each and, for so long as the Notes are represented by a Global Note (as defined below)
and Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") (or other relevant clearing system)
allow, in denominations of 1,000 in excess of 100,000, up to and including 199,000. The Notes will initially be in the form of a temporary global note
(the "Temporary Global Note"), without interest coupons, which will be deposited on or around the Issue Date with a common safekeeper for Euroclear
and Clearstream, Luxembourg. The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the
"Permanent Global Note", and together with the Temporary Global Note, each a "Global Note"), without interest coupons, not earlier than 40 days after
the Issue Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect of the Notes cannot be collected without such
certification of non U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part,
for Notes in definitive form in principal amounts equal to 100,000 and integral multiples of 1,000 in excess thereof, up to and including 199,000, each
with interest coupons attached. No Notes in definitive form will be issued with a denomination above 199,000. See "Summary of Provisions Relating to
the Notes in Global Form".
This Prospectus will be valid for a year from 24 January 2020. The obligation to supplement the Prospectus in the event of significant new factors, material
mistakes or material inaccuracies will not apply when the Prospectus is no longer valid. For this purpose, "valid" means valid for making offers to the public
or admissions to trading on a regulated market by or with the consent of the Issuer and the obligation to supplement the Prospectus is only required within
its period of validity between the time when the Prospectus is approved and the closing of the offer period for the Notes or the time when trading on a
regulated market begins, whichever occurs later.
The Notes will be rated BB- by Standard & Poor's Credit Market Services Italy S.r.l. ("Standard & Poor's"). Standard & Poor's is established in the EEA
and registered under Regulation (EU) No 1060/2009, as amended (the "CRA Regulation"). S&P appears on the latest update of the list of registered
credit rating agencies on the ESMA website http://www.esma.europa.eu.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time
by the assigning rating agency.

JOINT LEAD MANAGERS
Banca Akros S.p.A. Gruppo

Banca IMI
Banco BPM
BofA Securities

Citigroup
Goldman Sachs International

Natixis

UniCredit Bank

Co-Managers

BBVA
Equita SIM
MPS Capital Services Banca per le
Imprese S.p.A.

Prospectus dated 24 January 2020

IMPORTANT NOTICES
This document comprises a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus
Regulation").
The Issuer accepts responsibility for the information contained in this Prospectus and declares that, having
taken all reasonable care to ensure that such is the case, the information contained in this Prospectus, to
the best of its knowledge, is in accordance with the facts and contains no omission likely to affect its import.
The Issuer has confirmed to Banca Akros S.p.A. Gruppo Banco BPM, Banca IMI S.p.A., Citigroup Global
Markets Limited, Goldman Sachs International, Merril Lynch International, Natixis and UniCredit Bank AG
(the "Joint Lead Managers") and Banco Bilbao Vizcaya Argentaria S.A., Equita SIM S.p.A. and MPS
Capital Services Banca per le Imprese S.p.A. (the "Co-Managers" and together with the Joint Lead
Managers, the "Managers") that this Prospectus contains or incorporates all information regarding the
Issuer and the Group as of the date of this Prospectus (where "Group" means the Issuer and its
consolidated subsidiaries) and the Notes which are (in the context of the issue of the Notes) material; such
information is true and accurate in al material respects and is not misleading in any material respect; any
opinions, predictions or intentions expressed in this Prospectus on the part of the Issuer or the Group are
honestly held or made and are not misleading in any material respect; this Prospectus does not omit to
state any material fact necessary to make such information, opinions, predictions or intentions (in such
context) not misleading in any material respect; and al proper enquiries have been made to ascertain and
to verify the foregoing.
To the fullest extent permitted by law, none of the Managers, BNY Mel on Corporate Trustee Services
Limited as trustee (the "Trustee") or The Bank of New York Mel on, London Branch, as principal paying
agent (the "Principal Paying Agent") accepts any responsibility for the contents of this Prospectus or for
any other statements made or purported to be made by any of the Managers or on its behalf or by the
Trustee or on its behalf or by the Principal Paying Agent or on its behalf in connection with the Issuer or
issue and offering of any Note. Each of the Managers, the Trustee and the Principal Paying Agent disclaims
all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect
of this Prospectus or any such statement.
This Prospectus is to be read in conjunction with al documents which are deemed to be incorporated
herein by reference (see "Information Incorporated by Reference"). This Prospectus should be read and
construed on the basis that such documents are incorporated in and form part of this Prospectus.
Investors should rely only on the information contained in this Prospectus. The Issuer has not authorised
anyone to provide investors with different information. The initial purchasers are not and the Issuer is not
making any offer of the Notes in any jurisdiction where the offer is not permitted. You should not assume
that the information contained in this Prospectus is accurate as of any date other than the date on the
cover of this Prospectus regardless of the time of delivery of this Prospectus or of any sale of the Notes.
The Issuer has not authorised the making or provision of any representation or information regarding the
Issuer or the Notes other than as contained in this Prospectus or as approved for such purpose by the
Issuer. Any such representation or information should not be relied upon as having been authorised by the
Issuer or the Managers.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should:

iv

(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Notes and the impact the Notes wil have
on its overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including where the currency for principal or interest payments is different from the
potential investor's currency;
(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.
The Notes wil be (subject to Condition 5 (Negative pledge)) unsecured obligations of the Issuer. In the
event of any insolvency or winding-up of the Issuer, the Notes wil rank equal y with the Issuer's other
unsecured senior indebtedness. The Notes are unsecured and, although they restrict the giving of security
by the Issuer and its Material Subsidiaries (as defined in the Terms and Conditions of the Notes) over
Indebtedness (as defined in the Terms and Conditions of the Notes) and guarantees in respect of such
Indebtedness, a number of exceptions apply, as more fully described in Condition 5 (Negative pledge).
Where security has been granted over assets of the Issuer to secure indebtedness, in the event of any
insolvency or winding-up of the Issuer, such secured indebtedness wil rank in priority over the Notes and
other unsecured indebtedness of the Issuer in respect of such assets.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shal in any
circumstances create any implication that the information contained herein concerning the Issuer and/or
its Group is correct at any time subsequent to the date hereof or that any other information supplied in
connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the
document containing the same or that there has been no adverse change, or any event reasonably likely
to involve any adverse change, in the condition (financial or otherwise) of the Issuer and/or the Group
since the date of this Prospectus.
Neither this Prospectus nor any other information supplied in connection with the of ering, sale or delivery
of any Note (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered
as a recommendation by the Issuer or any of the Managers that any recipient of this Prospectus or any
other information supplied in connection thereto should purchase any Note. Each investor contemplating
purchasing any Note should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer and the Group. Neither this Prospectus nor any
other information supplied in connection with the issue of the Note constitutes an offer or invitation by or
on behalf of the Issuer or any of the Managers to any person to subscribe for or to purchase any Notes.
This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Notes.
Each recipient of this Prospectus shal be taken to have made its own investigation and appraisal of the
condition (financial or otherwise) of the Issuer and the Group (as defined below) and of the rights attaching
to the Notes.
v

The distribution of this Prospectus and the offering, sale and delivery of Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer
and the Managers to inform themselves about and to observe any such restrictions. For a description of
certain restrictions on offers, sales and deliveries of Notes and on distribution of this Prospectus and other
offering material relating to the Notes, see "Subscription and Sale".
In particular, the Notes have not been, and wil not be, registered under the Securities Act and are subject
to United States tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or
delivered within the United States or to U.S. persons.
MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET
MARKET  Solely for the purposes of the 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 (i ) 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 manufacturer's 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
manufacturer's target market assessment) and determining appropriate distribution channels.
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 European Economic Area ("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 (i ) a customer within the meaning of Directive (EU) 2016/97 (as amended
or superseded, 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 (i i) not a qualified investor as
defined in the Prospectus Regulation. Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for of ering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or sel ing
the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area and references to "", "EUR" or "Euro" are to the currency
introduced at the start of the third stage of European economic and monetary union, and as defined in
Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended.
References to "billions" are to thousands of mil ions.
The language of this Prospectus is English. Certain legislative references and technical terms have been
cited in their original language in order that the correct technical meaning may be ascribed to them under
applicable law.
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures
shown for the same category presented in dif erent tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures which precede them.
Stabilisation
In connection with the issue of the Notes, Merrill Lynch International (the "Stabilising Manager")
(the "Stabilising Manager") (or persons acting on behalf of the Stabilising Manager) may over allot
Notes or effect transactions for a limited time with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail in the open market. However,
vi

stabilisation may not necessarily occur. Any stabilisation action, if commenced, may begin on or
after the date on which adequate public disclosure of the terms of the offer of the Notes is made
and, if begun, may cease at any time, and must be brought to an 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
stabilisation action or over-allotment must be conducted by the Stabilising Manager (or any Person
acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.
Forward-looking statements
This Prospectus may contain forward-looking statements, including (without limitation) statements
identified by the use of terminology such as "anticipates", "believes", "estimates", "expects", "intends",
"may", "plans", "projects", "wil ", "would" or similar words. These statements are based on the Issuer's
current expectations and projections about future events and involve substantial uncertainties. Al
statements, other than statements of historical facts, contained herein regarding the Issuer's strategy,
goals, plans, future financial position, projected revenues and costs or prospects are forward-looking
statements. Forward-looking statements are subject to inherent risks and uncertainties, some of which
cannot be predicted or quantified. Future events or actual results could differ material y from those set
forth in, contemplated by or underlying forward-looking statements. The Issuer does not undertake any
obligation to publicly update or revise any forward-looking statements.
Market share information and statistics
Information regarding markets, market size, market share, market position, growth rates and other industry
data pertaining to the Group's business contained in this Prospectus consists of estimates based on data
reports compiled by professional organisations and analysts, on data from other external sources, and on
the Issuer's knowledge of its reference markets. In many cases, there is no readily available external
information (whether from trade associations, government bodies or other organisations) to validate
market-related analyses and estimates, requiring the Issuer to rely on internally developed estimates.
While the Issuer has compiled, extracted and accurately reproduced market or other industry data from
external sources, including third parties or industry or general publications, neither the Issuer nor the
Managers have independently verified that data. As far as the Issuer is aware, no facts have been omitted
which would render the reproduced information inaccurate or misleading. The Issuer cannot assure
investors of the accuracy and completeness of, and takes no responsibility for, such data other than the
responsibility for the correct and accurate reproduction thereof.
vii

CONTENTS
Section
Page
RISK FACTORS .......................................................................................................................................... 5
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION ............................................ 32
INFORMATION INCORPORATED BY REFERENCE .............................................................................. 34
CAPITALISATION ..................................................................................................................................... 37
TERMS AND CONDITIONS OF THE NOTES .......................................................................................... 38
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM .................................... 57
EXCHANGE OFFER ................................................................................................................................. 60
ESTIMATED NET AMOUNT AND USE OF PROCEEDS ......................................................................... 61
DESCRIPTION OF THE ISSUER ............................................................................................................. 62
TAXATION ............................................................................................................................................... 121
SUBSCRIPTION AND SALE .................................................................................................................. 130
GENERAL INFORMATION ..................................................................................................................... 133

iv

RISK FACTORS
Any investment in the Notes is subject to a number of risks. Prior to investing in the Notes,
prospective investors should careful y consider risk factors associated with any investment in the
Notes, the business of the Issuer and the Group and the industry in which it and the Group operate
together with al other information contained in this Prospectus, including, in particular, the risk
factors described below. Words and expressions defined in the "Terms and Conditions of the Notes"
below or elsewhere in this Prospectus have the same meanings in this section.
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Notes. Most of these factors are contingencies which may or may not occur and the Issuer is not in
a position to express a view on the likelihood of any such contingency occurring.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in
connection with any Notes may occur for other reasons which may not be considered significant
risks by the Issuer based on information currently available to them and which they may not currently
be able to anticipate.
FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS
UNDER THE NOTES
1. Risks relating to the Issuer's financial situation
The Group carries a significant amount of debt, which may increase in the future, and
this may restrict its operational flexibility and competitiveness.
As of June 30, 2019 and December 31, 2018, the Group's financial indebtedness was mainly
composed of bank and other loans and borrowings (respectively 538.0 mil ion and 617.9
mil ion), current portion of bank loans and borrowings and current account facilities
(respectively 590.7 mil ion and 499.4 mil ion), bonds (respectively 1,090.0 mil ion and
1.088,2 mil ion).
As of June 30, 2019 and December 31, 2018, the Group's Gross Indebtedness was 2,399.8
mil ion and 2,338.5 mil ion, respectively.
The Group's significant financial indebtedness and any future increase in such indebtedness
- as well as the constraints on its operations resulting from the indebtedness - may have a
number of negative effects including the following: (i) the use of a significant portion of the
cash flows from operations to service the Group's debt, with a consequent reduction of the
cash flows available for its operations; (i ) greater vulnerability of the Issuer to deterioration
of its business, the economy or its industry; (i i) greater difficulty in meeting the Group's debt
obligations and a significant limitation or impairment of its ability to refinance such debts; (iv)
exposure to interest rate increases; (v) a disadvantage compared to competitors that have
a lower level of indebtedness compared to cash flows and therefore a lower financial burden;
(vi) reduced ability to seize certain business opportunities or to make acquisitions or
investments; and (vi ) reduced ability to obtain further loans and new credit lines to finance
the Group's commercial activities and issue supporting guarantees. Any of the foregoing
circumstances may result in a material adverse effect on the Group's business, results of
operations, financial condition or prospects.
In the future, the Group's indebtedness may increase for various reasons, such as potential
fluctuations in operating performance of its projects, the need to fund current operations in
the event of any delays in the col ection of payments as part of operating activities, as wel
A40483119
5

as for any investments, and potential acquisitions or joint ventures. In addition, the Group
may need to borrow significant amounts to cover any margin calls under hedging
arrangements. An increase in the level of indebtedness of the Issuer and its subsidiaries
would entail a corresponding increase in the risks assumed.
With the support of various financing institutions, the Issuer has put together a complex
package of additional financial resources to support the implementation of Progetto Italia
(including the Astaldi Transaction), including (i) the extension of the maturities relating to the
repayment of certain loans for 268 mil ion; (i ) a 150 mil ion medium-term loan facility
aimed at supporting Astaldi's needs prior to court approval of its pending Plan (which was
granted in September 2019 to the Issuer's subsidiary, Beyond S.r.l.); and (i i) a new
200,000,000 supplemental revolving credit facility (which was executed in December
2019). See also ``Description of the Issuer - Recent Developments - Progetto Italia and the
Astaldi Transaction - Financial package to support Progetto Italia' and ``Description of the
Issuer - Financing".
In October 2019, the Issuer has drawn 86.1 mil ion under the above mentioned 150 mil ion
loan facility and used the proceeds to acquire the debtor-in-possession 75,000,000.00
Super-senior Secured PIYC Floating Rate Notes due on February 12, 2022 issued by
Astaldi. The Issuer expects to fully draw such loan facility and use the relevant proceeds to
buy tap notes to be issued by Astaldi.
Existing indebtedness and related covenants and restrictions could adversely affect
the Issuer's business.
The Group's loan agreements and other debt instruments include a number of covenants
that impose restrictions on the way the Group can operate, including restrictions on its ability
to, inter alia: (a) make acquisitions or investments; (b) issue loans or otherwise extend credit
to other entities; (c) incur indebtedness; (d) under limited circumstances, pay dividends; or
(e) create or incur liens on the Group's assets. Any of the foregoing may affect the Group's
reputation and have negative effects on its business, financial condition and results of
operations. In addition, (i) breaches under one facility may trigger cross-default and cross-
acceleration clauses under other facilities or debt instruments; (i ) certain of the Group's debt
instruments and financing agreements contain change of control provisions which give the
lenders or noteholders a right to request prepayment or, in the case of notes, to exercise a
put option vis-à-vis the Issuer. Any of the foregoing may affect the Group's reputation and
have negative effects on its business, financial condition and results of operations. See
"Description of the Issuer - Financing" and "Description of the Issuer - Recent Developments
- Progetto Italia and the Astaldi Transaction - The Astaldi Transaction".
A breach of any of these covenants or restrictions could result in a default that would enable
the Group's creditors to declare all amounts due and payable, together with accrued and
unpaid interest, and the commitments of the relevant lenders to make further extensions of
credit could be terminated.
Should market conditions deteriorate or fail to improve, or in the event the Group's operating
results decrease, the Group may need to request waivers to such covenants. However,
there can be no assurance that it wil be able to obtain such waiver.
Failure to comply with the covenants and financial commitments undertaken, or with other
contractual provisions, including forecasts on the possibility to enforce change of control
provisions, failure to make agreed repayments of principal and interest, or failure to refinance
A40483119
6

existing loans could have a material adverse effect on the Group's operations, financial
condition and results of operations or prospects.
Downgrading of the Issuer's ratings may have a material adverse effect.
The Issuer's credit ratings are an assessment of its creditworthiness, i.e. its ability to meet
its financial commitments. In connection with bond issuances, a rating represents an
assessment of the credit recoverability, i.e. the Issuer's ability to meet its obligations to pay
principal and interest at the maturity dates set out in the terms and conditions of the notes.
Any downgrade, actual or expected, of the Issuer's ratings or the related outlook could limit
its access to the capital markets and increase the cost of raising and/or refinancing
outstanding debt. At the same time, an improvement in rating would not decrease the other
investment risks related to the Issuer and the Group.
The assessments from Fitch and Standard & Poor's dated July 10, 2019 and March 21,
2019, respectively, resulted in a downgrade of the Issuer's ratings. On December 3, 2019,
Standard & Poor's has revised its outlook from negative to positive ("BB-" rating is stil
unchanged). Credit rating agencies continually revise their ratings and outlook for the
companies that they follow, including Salini Impregilo. The credit rating agencies also
evaluate the Group's industry as a whole and may change their credit ratings or outlook for
the Issuer based on their overal view of such industry.
Downgrades may depend on risks or events concerning the Salini Impregilo Group, but also
on contingent circumstances and/or circumstances beyond the Group's control, including
the market conditions, exposure in countries deemed to be at risk or uncertainties underlying
particular transactions.
See also "Description of the Issuer".
The 150,000,000 financing agreement entered into by Beyond S.r.l. includes an event of
default for the loss of the long-term credit rating assigned by Standard & Poor's and/or
Moody's Investors Service Limited to the Issuer. See "Description of the Issuer-Financing".
The Group may not be able to raise the funds necessary to carry out its activities or
refinance its existing indebtedness and is exposed to liquidity risks.
The Group's cash needs in connection with its business are general y high. The Group
finances these needs principal y through borrowings under new or existing committed and
uncommitted credit facilities. These facilities may need to be renewed periodically. The
Group may be unable to renew them on economically attractive terms or at all, which could
have a material adverse effect on its business, financial condition and results of operations.
The Group is exposed to liquidity risks, including risks associated with the failure to refinance
existing indebtedness, the risk that borrowing facilities are not available to meet cash
requirements and the risk that the Group's financial assets may not readily be converted to
cash without loss of value.
In addition, the international credit crisis and the subsequent worsening of macroeconomic
conditions have given rise to restricted access to credit, reduced liquidity in the financial
markets and severe volatility in debt and equity markets. Failure to obtain necessary liquidity
in a timely fashion may have a material adverse effect on the Group's business, financial
condition, results of operations or prospects. For example, the Group won a contract to
construct certain projects under concession during the Eurozone financial crisis, in a context
of limited access to credit, with particular regard to medium/long-term credit typical of project
A40483119
7