Obligation Marcolini 8.5% ( XS0991759076 ) en EUR

Marcolini

100 % ▼

Italie

XS0991759076 ( en EUR )

8.5% par an ( paiement annuel )

15/11/2019 - Obligation échue

Prospectus brochure de l'obligation Marcolin XS0991759076 en EUR 8.5%, échue

100 000 EUR

200 000 000 EUR

Marcolin est un fabricant italien de montures de lunettes haut de gamme, connu pour son savoir-faire artisanal et ses collaborations avec des marques de luxe.

L'Obligation émise par Marcolini ( Italie ) , en EUR, avec le code ISIN XS0991759076, paye un coupon de 8.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/11/2019

NOT FOR GENERAL DISTRIBUTION
LISTING MEMORANDUM
IN THE UNITED STATES
24OCT201316481887
Marcolin S.p.A.
g200,000,000
8.50% Senior Secured Notes due 2019
Marcolin S.p.A., incorporated as a joint stock company (societ´
a per azioni) under the laws of the Republic of Italy (the ``Issuer''), is offering (the ``Offering'')
e200,000,000 aggregate principal amount of its 8.50% Senior Secured Notes due 2019 (the ``Notes''). The Notes will be issued pursuant to an indenture (the
``Indenture'') dated November 14, 2013 (the ``Issue Date'') by and between, inter alios, the Issuer, The Law Debenture Trust Corporation p.l.c. as trustee and
UniCredit Bank AG, Milan Branch as Security Agent.
The net proceeds from the issuance of the Notes will be used to refinance existing indebtedness of the Issuer and to finance in part the proposed acquisition of 100%
of the share capital of Viva Optique Inc. (``Viva'') and its subsidiaries from HVHC Inc. (the ``Seller''). The issuance of the Notes and the application of the use of
proceeds therefrom, the Viva Acquisition (as defined herein) and certain other related transactions will together be referred to herein as the ``Transactions.'' See
``Summary--The Transactions.''
The Notes will bear interest at a rate of 8.50% per annum. Interest will be payable on the Notes semi-annually in arrears on May 15 and November 15 of each year,
commencing on May 15, 2014. The Notes will mature on November 15, 2019. Prior to November 15, 2016, 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 and Additional Amounts, if any, plus the applicable
``make-whole'' premium, as described herein. At any time on or after November 15, 2016, the Issuer may redeem all or a portion of the Notes at the redemption
prices set forth in this offering memorandum (the ``Offering Memorandum''). In addition, on or prior to November 15, 2016, the Issuer may redeem up to 35% of the
Notes with the net proceeds of certain equity offerings at a redemption price equal to 108.5% of the principal amount of the Notes to be redeemed. The Issuer may
also redeem all, but not less than all, of the Notes in the event of certain changes in applicable tax law. If the Issuer undergoes a change of control or sells certain
assets, the Issuer may be required to offer to repurchase the Notes. See ``Description of Notes'' for further information.
Pending the completion of the Viva Acquisition, the Issuer will direct the Initial Purchasers (as defined herein) to deposit the net proceeds of the Offering into a
segregated escrow account (the ``Escrow Account''). The Escrow Account will be controlled by, and pledged on a first-ranking basis in favor of, the Trustee (as
defined herein) on behalf of the holders of the Notes, pursuant to the escrow agreement (the ``Escrow Agreement''). The release of the escrow proceeds will be
subject to the satisfaction of certain conditions, including the consummation of the Viva Acquisition (the date of such release, the ``Completion Date''). If the
Completion Date does not occur on or prior to February 20, 2014 (the ``Escrow Longstop Date'') or upon the occurrence of certain other conditions, then all of the
Notes will be subject to a special mandatory redemption. The special mandatory redemption price will be equal to 100% of the aggregate issue price of the Notes,
plus accrued and unpaid interest and Additional Amounts, if any, from the Issue Date to the date of such special mandatory redemption. See ``Description of Notes--
Escrow of Proceeds; Special Mandatory Redemption.''
The Notes will be senior obligations of the Issuer and, upon the release of the proceeds of the Offering from the Escrow Account and satisfaction of other conditions
precedent and, subject to the Agreed Security Principles (as defined in ``Description of Notes''), on the Completion Date will be guaranteed by M-USA, Marcolin UK,
Marcolin France, Marcolin Germany and Viva (each as defined hereinafter) (the ``Guarantors''). The Notes and the guarantees therefor (the ``Guarantees'') will be
senior obligations of the Issuer and each Guarantor and will rank equal in right of payment to all existing and future senior unsubordinated obligations of the Issuer
and the Guarantors, as applicable. 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, Guarantees and Collateral,'' ``Limitations on Validity and Enforceability of the
Guarantees and Security Interests and Certain Insolvency Law Considerations.''
Following the Completion Date, subject to the Agreed Security Principles, the Revolving Credit Facility (as defined hereinafter) will be secured by security interests
granted over the same Collateral (as defined herein) that secures the Notes and additionally by a special lien (privilegio speciale) over the Issuer's movable assets
and a mortgage (ipoteca) over certain real estate assets of the Issuer. Under the terms of Intercreditor Agreement (as defined herein), the lenders under the
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 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 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 Notes,'' the Issuer will not be liable to pay any additional amounts to holders of the Notes in relation to, among other
things, any withholding or deduction required pursuant to Italian Legislative Decree No. 239 of April 1, 1996 (as the same may be amended or supplemented from
time to time) where the Notes are held by a person resident in a country that does not allow for satisfactory exchange of information with Italy (as per Article 168-bis,
Italian Presidential Decree No. 917 of December 22, 1986) and otherwise in circumstances as described in ``Description of Notes--Withholding Taxes.''
This 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. This Offering Memorandum constitutes a prospectus for purposes of Luxembourg law on
prospectus securities dated July 10, 2005, as amended.
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,
soci´
et´
e anonyme (``Clearstream Banking'') on the Issue Date. See ``Book-Entry, Delivery and Form.''
Investing in the Notes involves a high degree of risk. See ``Risk Factors'' beginning on page 37.
Issue price: 100.00% 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.
Global Coordinator and Bookrunner
Goldman Sachs International
Joint Bookrunners
Banca IMI
Natixis
UniCredit Bank
IKB Deutsche
Industriebank
The date of this Listing Memorandum is November 25, 2013.

NOTICE TO INVESTORS
The Notes described in this Offering Memorandum have not been registered with, recommended by or
approved by the U.S. Securities and Exchange Commission (the ``SEC'') or any other securities
commission or regulatory authority, nor has the SEC or any other securities commission or authority
passed upon the accuracy or adequacy of this Offering Memorandum. Any representation to the
contrary is a criminal offense in the United States.
You should rely only on the information contained in this Offering Memorandum. Neither we nor the Initial
Purchasers (as defined herein) have authorized anyone to provide you with information that is different
and you should not rely on such information. This Offering Memorandum may only be used in
jurisdictions where it is legal to offer and sell the Notes. None of the Issuer, the Guarantors or the Initial
Purchasers are making an offer of the Notes in any jurisdiction where this offer is not permitted. This
Offering Memorandum is only accurate as at the date of this Offering Memorandum.
You are not to construe the contents of this Offering Memorandum as investment, legal or tax advice. You
should consult your own counsel, accountant and other advisors as to legal, tax, business, financial and
related aspects of a purchase of the Notes. We are not, and the Initial Purchasers are not, making any
representation to you regarding the legality of an investment in the Notes by you under applicable
investment or similar laws.
We have prepared this Offering Memorandum solely for use in connection with applying to list the Notes
on the Official List of the Luxembourg Stock Exchange and for admission to trading on the Euro MTF
Market.
In making an investment decision regarding the Notes offered by this Offering Memorandum, you must
rely on your own examination of us and the terms of this Offering, including, without limitation, the merits
and risks involved. This Offering is being made solely on the basis of this Offering Memorandum. Any
decision to purchase Notes in this Offering must be based solely on the information contained in this
Offering Memorandum.
No person is authorized in connection with any offering made by this Offering Memorandum to give any
information or to make any representation not contained in this Offering Memorandum, and, if given or
made, any other information or representation must not be relied upon as having been authorized by us
or the Initial Purchasers. The information contained in this Offering Memorandum is as of the date hereof
and subject to change, completion or amendment without notice. The delivery of this Offering
Memorandum at any time after the date hereof shall not, under any circumstances, create any
implication that there has been no change in the information set forth in this Offering Memorandum or in
our affairs since the date of this Offering Memorandum. We undertake no obligation to update this
Offering Memorandum or any information contained in it, whether as a result of new information, future
events or otherwise, save as required by law.
The information contained in this Offering Memorandum has been furnished by us and other sources we
believe to be reliable. No representation or warranty, express or implied, is made by the Initial
Purchasers or their respective directors, affiliates, advisors and agents as to the accuracy or
completeness of any of the information set out in this Offering Memorandum, and nothing contained in
this Offering Memorandum is, or shall be relied upon as, a promise or representation by the Initial
Purchasers or their respective directors, affiliates, advisors and agents, whether as to the past or the
future. By receiving this Offering Memorandum, you acknowledge that you have not relied on the Initial
Purchasers or their respective directors, affiliates, advisors and agents in connection with your
investigation of the accuracy of this information or your decision to invest in the Notes.
The distribution of this Offering Memorandum and the offer and sale of the Notes may be restricted by
law in some jurisdictions. This Offering Memorandum does not constitute an offer to sell or an invitation
to subscribe for or purchase any of the Notes in any jurisdiction in which such offer or invitation is not
authorized or to any person to whom it is unlawful to make such an offer or invitation. Persons into whose
possession this Offering Memorandum comes must inform themselves about and observe any such
restrictions in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any
consent, approval or permission required by it for the purchase, offer or sale by it of the Notes under the
laws and regulations in force in any jurisdiction to which it is subject to or under which it makes such
purchases, offers or sales. For a description of the restrictions on offers, sales and resales of the Notes
and distribution of this Offering Memorandum, see ``Offering and Transfer Restrictions.'' Neither we nor
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the Initial Purchasers are making any representation to any offeree or purchaser under any applicable
law.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the U.S. Securities Act and all other applicable securities laws. If you
purchase Notes, you will be deemed to have made certain acknowledgements, representations and
warranties as detailed under ``Offering and Transfer Restrictions.'' You should be aware that you may be
required to bear the financial risks of this investment for an indefinite period of time.
This Offering Memorandum contains summaries, believed to be accurate, of some of the terms of
specific documents, but reference is made to the actual documents, copies of which will be made
available to you upon request, for the complete information contained in those documents. All
summaries herein are qualified in their entirety by this reference.
We reserve the right to withdraw this Offering of the Notes at any time, and we and the Initial Purchasers
reserve the right to reject any commitment to subscribe for the Notes in whole or in part and to allot to
any prospective purchaser less than the full amount of Notes sought by such purchaser. The Initial
Purchasers and certain related entities may acquire for their own account a portion of the Notes. See
``Plan of Distribution.''
Each of the Issuer and the Guarantors accepts responsibility for the information contained in this
Offering Memorandum. To the best of the knowledge and belief of each of the Issuer and the Guarantors,
having taken all reasonable care to ensure that such is the case, the information contained in this
Offering Memorandum is in accordance with the facts and does not omit anything material that is likely to
affect the import of such information. However, the information set forth under the headings ``Exchange
Rate Information,'' ``Summary,'' ``Management's Discussion and Analysis of Financial Condition and
Results of Operations of Marcolin,'' ``Management's Discussion and Analysis of Financial Condition and
Results of Operations of Viva,'' ``Industry Overview,'' ``Marcolin's Business'' and ``Viva's Business''
includes extracts from information and data, including industry and market data, released by publicly
available sources. While each of the Issuer and the Guarantors accepts responsibility for accurately
extracting and summarizing such information and data, none of the Issuer, the Guarantors, PAI or the
Initial Purchasers have independently verified the accuracy of such information and data, and none of
the Issuer, the Guarantors, PAI, or the Initial Purchasers accept any further responsibility in respect
thereof. Furthermore, 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 each of the Issuer and the Guarantors accepts
responsibility for accurately summarizing the information concerning Euroclear and Clearstream, none
of the Issuer, the Guarantors, PAI, the Initial Purchasers accepts further responsibility in respect of such
information.
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 issuance of the Notes, Goldman Sachs International (the ``Stabilizing
Manager'') (or any person 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 any person acting on behalf of the Stabilizing Manager) will undertake stabilizing action. Any
stabilization action 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 be ended at any time, but it 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.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS
BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED,
1995, AS AMENDED (``RSA''), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT
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ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY
UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area.
This Offering Memorandum has been prepared on the basis that the offer
and sale of the Notes will be made pursuant to an exemption under the Prospectus Directive as
implemented in member states of the EEA, from the requirement to produce and publish a prospectus
which is compliant with the Prospectus Directive, as so implemented, for offers of the Notes.
Accordingly, any person making or intending to make any offer within the EEA or any of its member
states (each a ``Relevant Member State'') of the Notes which are the subject of the placement referred
to in this Offering Memorandum must only do so in circumstances in which no obligation arises for the
Issuer or the Initial Purchasers to produce and publish a prospectus which is compliant with the
Prospectus Directive, including Article 3 thereof, as so implemented, for such offer. For EEA jurisdictions
that have not implemented the Prospectus Directive, all offers of the Notes must be in compliance with
the laws of such jurisdictions. Neither the Issuer nor the Initial Purchasers have authorized, nor do they
authorize, the making of any offer of the Notes through any financial intermediary, other than offers made
by the Initial Purchasers, which constitute a final placement of the Notes.
In relation to each Relevant Member State, the Initial Purchasers have represented and agreed that, with
effect from and including the date on which the Prospectus Directive is implemented in that Relevant
Member State, they have not made and will not make an offer of the Notes which are the subject of the
offering contemplated by this Offering Memorandum to the public in that Relevant Member State other
than:
(i)
to any legal entity which is a ``qualified investor'' as defined in the Prospectus Directive;
(ii) to fewer than 100 natural or legal persons or, if the Relevant Member State has implemented the
relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than
qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus
Directive subject to obtaining the prior consent of the Initial Purchasers nominated by the Issuer
for any such offer; or
(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of the Notes shall result in a requirement for the publication by the Issuer or
the Initial Purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an ``offer of Notes to the public'' in relation to any
Notes in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to
decide to purchase or subscribe for the Notes, as such expression may be varied in the Relevant
Member State by any measure implementing the Prospectus Directive in that Relevant Member State.
For the purposes of this provision, the expression ``Prospectus Directive'' means Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the
Relevant Member State), and includes any relevant implementing measure in the Relevant Member
State; and the expression ``2010 PD Amending Directive'' means Directive 2010/73/EU.
Each purchaser of the Notes in the Offering located within a Relevant Member State will be deemed to
have represented, acknowledged and agreed that it is a ``qualified investor'' within the meaning of
Article 2(1)(e) of the Prospectus Directive. The Issuer, the Initial Purchasers and their affiliates and others
will rely upon the truth and accuracy of the foregoing representation, acknowledgment and agreement.
United Kingdom.
This Offering Memorandum is for distribution only to, and is only directed at,
persons who (i) 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''), (ii) are persons falling within Article 49(2)(a) to (d) (high
net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are
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outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) 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 document relates is available only to relevant persons and
will be engaged in only with relevant persons.
Italy.
No action has been or will be taken which could allow an offering of the Notes to the public in the
Republic of Italy within the meaning of Article 1, paragraph 1, letter t) of Italian Legislative Decree No. 58
of February 24, 1998, as subsequently amended (the ``Italian Financial Act''). Accordingly, the Notes
may not be offered or sold directly or indirectly in the Republic of Italy, and neither this Offering
Memorandum nor any other offering circular, prospectus, form of application, advertisement, other
offering material or other information relating to the Issuer, the Notes or the Collateral may be issued,
distributed or published in the Republic of Italy, except under circumstances that will result in
compliance with all applicable laws, orders, rules and regulations. The Notes cannot be offered or sold in
the Republic of Italy either on the primary or on the secondary market to any natural persons nor to
entities other than qualified investors (investitori qualificati) as defined pursuant to Article 100 of the
Italian Financial Act and Article 34-ter, paragraph 1, letter b) of Regulation No. 11971 of May 14, 1999, as
amended (the ``Issuers Regulation'') issued by the Commissione Nazionale per le Societ`
a e la Borsa,
the Italian securities and financial markets regulator (``CONSOB'') or unless in circumstances which are
exempt from the rules on public offers pursuant to Article 100 of the Italian Financial Act and the
implementing CONSOB regulations, including the Issuers Regulation.
The Notes may not be offered, sold or delivered and neither this Offering Memorandum nor any other
material relating to the Notes may be distributed or made available in the Republic of Italy unless such
offer, sale or delivery of Notes or distribution or availability of copies of this Offering Memorandum or any
other material relating to the Notes in Italy is made in one of the following ways: (a) by investment firms,
banks or financial intermediaries permitted to conduct such activities in Italy in accordance with
Legislative Decree No. 385 of September 1, 1993, as amended, the Italian Financial Act, CONSOB
Regulation No. 16190 of October 29, 2007, as amended and any other applicable laws and regulations;
and (b) in compliance with all relevant Italian securities, tax and exchange control and other applicable
laws and regulations and any other applicable requirement or limitation which may be imposed from
time to time by CONSOB or the Bank of Italy or other competent authority. 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.
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 Code Mon´
etaire et Financier
and Title I of Book II of the R`
eglement G´
en´
eral of the Autorit´
e des March´
es Financiers (the ``AMF'') and
therefore has not been submitted for clearance to the AMF. Consequently, the Notes may not be, directly
or indirectly, offered or sold to the public in France, and offers and sales of the Notes will only be made in
France to providers of investment service portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de portefeuille pour le compte de tiers)
and/or to qualified investors (investisseurs qualifi´
es) acting for their own accounts, as defined in and in
accordance with Articles L.411-2, D.411-1 to D.411-4, D.744-1, D.754-1 and D.764-1 of the Code
Mon´
etaire et Financier. Neither this Offering Memorandum nor any other offering material may be
distributed to the public in France. The subsequent direct or indirect retransfer of the Notes to the public
in France may only be made in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through
L.621-8-3 of the Code Mon´
etaire et Financier.
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,'' ``The Acquisition,'' ``Management's Discussion and Analysis of
Financial Condition and Results of Operations of Marcolin,'' ``Management's Discussion and Analysis of
Financial Condition and Results of Operations of Viva,'' ``Marcolin's Business'' and ``Viva's Business,''
These factors include, but are not limited to:
·
royalties and other license fees required pursuant to our license agreements;
·
our ability to negotiate, maintain and renew license agreements with our brands;
·
the loss of one of our key license agreements;
·
competition in our industry;
·
risks related to changing consumer preferences;
·
risks related to unfavorable economic conditions;
·
disruptions of operations at our manufacturing facility or distribution centers or problems
experienced by 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 our distribution network and level of inventory;
·
the seasonality of our business;
·
risks related to the international scope of our operations;
·
risks related to the use of third-party distributors;
·
risks related to tax rates, exposure to additional tax liabilities and tax audits;
·
the need to protect our license and trademark rights;
·
risks related to our advertising and promotional activities;
·
exchange rate fluctuations;
·
risks related to our exposure to the credit risk of our customers;
·
risks related to our dependence on our IT systems;
·
risks related to the Viva Acquisition, including risks related to the integration of Viva;
·
risks related to the conditions to the escrow, which if not satisfied, will cause the Notes to be
redeemed;
·
risks related to our capital structure;
·
risks related to our indebtedness;
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·
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,'' ``The
Acquisition,'' ``Management's Discussion and Analysis of Financial Condition and Results of Operations
of Marcolin,'' ``Management's Discussion and Analysis of Financial Condition and Results of Operations
of Viva,'' ``Industry Overview,'' ``Marcolin's Business,'' ``Viva's Business'' and ``Limitations on the 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.
vi

INDUSTRY AND MARKET DATA
Unless otherwise stated, all information regarding markets, market position and other industry data
contained in this Offering Memorandum is based on our own estimates, internal surveys, market
research, customer feedback, publicly available information and industry reports prepared by
consultants. In many cases, there is no readily available external information (whether from trade
associations, government bodies, other industry organizations or competitors) to validate market-
related analyses and estimates, and we instead rely on our own internally developed estimates.
We include in this Offering Memorandum certain information and data prepared by Taiyou Research
from Marketresearch.com (``Taiyou Research'') on the size of the sunglasses and prescription frames
markets both on a historical and forecast basis. Taiyou Research reports on the size of the global retail
market for prescription frames and sunglasses as a whole, for certain sub-categories within those
markets and by geography. This Issuer accepts responsibility for the correct extraction and reproduction
of such industry data as presented in this Offering Memorandum.
In addition, we have made estimates of the size, geographic spread and success of our competitors'
businesses in the market for prescription frames and sunglasses, and of market trends more generally.
These estimates are based on a number of factors which include, but are not limited to, the following:
·
our assessment of our competitors' brand portfolios, positions and capabilities;
·
information published by our competitors, including their financial statements and securities filings;
·
our estimates of the relative proportion that sales of prescription frames and sunglasses constitute
of our competitors' businesses;
·
additional information obtained from customers, consultants and other contacts within the
industries in which we operate;
·
our regular discussions with customers across our product categories in respect of current and
future market trends;
·
our knowledge of the product categories and geographies in which we operate; and
·
our management estimates, experiences and our own interpretation of material conditions within
our industry.
Our estimates involve risks and uncertainties and are subject to change based on various factors. In
considering the industry and market data included in this Offering Memorandum, prospective investors
should note that this information is subject to considerable uncertainty due to differing definitions of the
relevant markets and market segments described, the lack of public data and the assumptions we have
made in compiling data from various sources. Any third party sources we use, including the data
provided by Taiyou Research, generally state that the information contained therein has been obtained
from sources believed to be reliable, but that the accuracy and completeness of such information are not
guaranteed, and that the projections they contain are based on significant assumptions. Similarly, while
we believe that internal surveys, industry forecasts, customer feedback and market research we have
used in making our estimates are generally reliable, none of this data has been independently verified.
Market data and statistics are inherently subject to uncertainties and not necessarily reflective of actual
market conditions. We cannot assure you that any of the assumptions that we have made in compiling
this data are accurate or correctly reflect our position in the relevant markets. None of the Issuer, the
Guarantors, PAI, the Initial Purchasers, the Trustee or the Agents makes any representation or warranty
as to the accuracy or completeness of the industry and market data set forth in this Offering
Memorandum, and none of the foregoing has independently verified this information and cannot
guarantee its accuracy. Unless otherwise stated, data on our market position and market share is based
on revenue for the year ended December 31, 2012. Our estimates involve risks and uncertainties and are
subject to change based on various factors. See ``Risk Factors,'' ``Industry Overview,'' ``Marcolin's
Business'' and ``Viva's Business'' for further discussion.
Trademarks and trade names
We own or have rights to certain trademarks or trade names that we use in conjunction with the
operation of our businesses. Each trademark, trade name or service mark of any other company
appearing in this Offering Memorandum belongs to its respective holder.
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License duration and average license duration
In this Offering Memorandum, when we refer to license duration and average license duration, including
revenue generated by products under licenses with at least seven years of residual life (beyond 2020) for
the year ended December 31, 2012, as adjusted on a pro forma basis for the Transactions, we assume
that we have exercised our options to renew the relevant license which can be renewed at our sole
discretion. In addition, average license duration as presented in this Offering Memorandum refers to the
weighted average taking into account the revenue of each such license. See ``Marcolin's Business--Our
Business--Our Licensed Brands'' and ``Viva's Business--Viva's Business--Viva's Licensed Brands'' for
more information.
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CERTAIN DEFINITIONS
As used in this Offering Memorandum:
·
``3Cime'' refers to 3 Cime S.p.A., a company formed on October 30, 2013 that will become the direct
parent company of Marmolada and, on the Completion Date, will issue the Vendor Loan Note;
·
``Acquisition Agreement'' refers to the share purchase agreement by and between M-USA and
Marmolada, as acquirers, and the Seller dated as of October 23, 2013 pursuant to which M-USA and
Marmolada have agreed to purchase 100% of the share capital of Viva from the Seller as further
described under ``The Acquisition'' (pursuant to the Transfer, Marmolada will assign its rights and
obligations under the Acquisition Agreement to 3Cime);
·
``Agents'' refers to the Escrow Agent, the Paying Agent, the Transfer Agent, the Registrar, the
Luxembourg Listing Agent and the Security Agent, collectively, as each institution is identified under
``Listing and General Information'';
·
``Aviator'' refers to a style of sunglasses first developed by Ray-Ban in 1936 for pilots that consist of
broad, dark, reflective slightly convex lenses that cover the entire range of the human eye with thin
metal frames, often with double or triple bridge and bayonet earpieces;
·
``Collateral'' refers to the first-ranking pledge over the Escrow Account granted in favor of the
Trustee on behalf of the holders of the Notes, the Completion Date Collateral and the Viva Collateral
and any other Collateral that is from time to time subject to, or required to be subject to, a lien or
security interest, as applicable, pursuant to the Security Documents (see the item entitled ``Security''
in the section ``The Offering'' for more information);
·
``Completion Date Collateral'' has the meaning described in the item entitled ``Security'' in the
section ``The Offering'';
·
``Cristallo'' refers to Cristallo S.p.A., the former direct parent company of the Issuer that merged
with and into the Issuer pursuant to the Merger on October 29, 2013;
·
``Deferred Compensation'' refers to the arrangement, pursuant to the Acquisition Agreement,
whereby the Seller has agreed to provide to M-USA, $7.0 million in vendor deferred compensation
which, if the conditions precedent to the closing of the Viva Acquisition are met and the Viva
Acquisition is consummated, M-USA will pay as described under ``Description of Certain Financing
Arrangements--Deferred Compensation'';
·
``Escrow Account'' refers to the segregated bank account into which the Issuer will direct the Initial
Purchasers to deposit the net proceeds from the Offering, and such Escrow Account will be
controlled by, and the proceeds therein will be pledged on a first-ranking basis in favor of, the
Trustee on behalf of the holders of the Notes pursuant to the Escrow Agreement;
·
``Escrow Agreement'' refers to the agreement to be dated as of the Issue Date among, inter alios,
the Issuer, the Trustee and the Escrow Agent;
·
``Escrow Longstop Date'' refers to February 20, 2014, which is the date on which all proceeds
deposited into the Escrow Account, in addition to any accrued and unpaid interest and Additional
Amounts, if any, will be returned to the holders of the Notes if the Viva Acquisition is not
consummated by such date;
·
``EU'' refers to the European Union;
·
``Eurozone'' refers to the member states of the EU participating in the European Monetary Union;
·
``Existing Credit Facilities'' refers the Senior Term and Revolving Facilities Agreement dated as of
October 14, 2012, by and between, the Issuer, as borrower, Banca IMI S.p.A., IKB Deutsche
Industriebank AG, Sede di Milano, Natixis S.A., Milan Branch and UniCredit S.p.A., as mandated
lead arrangers, UniCredit Bank AG, Milan Branch, as agent and security agent that will be repaid
and cancelled with a portion of the proceeds of the Notes;
·
``Group,'' ``us,'' ``we,'' ``our,'' ``Marcolin'' refers to Marcolin S.p.A. and its Subsidiaries, unless as
indicated or the context requires otherwise;
·
``Guarantees'' refers to the guarantees of the Notes offered hereby to be extended by the
Guarantors;
ix