Obligation LuxEssilor SA 2.625% ( XS1030851791 ) en EUR

LuxEssilor SA

100 % ▲

Italie

XS1030851791 ( en EUR )

2.625% par an ( paiement annuel )

10/02/2024 - Obligation échue

Prospectus brochure de l'obligation EssilorLuxottica S.A XS1030851791 en EUR 2.625%, échue

EssilorLuxottica est une société multinationale italienne spécialisée dans la conception, la fabrication et la distribution de lunettes et de lentilles ophtalmiques, regroupant les marques Essilor et Luxottica.

L'Obligation émise par LuxEssilor SA ( Italie ) , en EUR, avec le code ISIN XS1030851791, paye un coupon de 2.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/02/2024

BASE PROSPECTUS
Luxottica Group S.p.A.
(incorporated with limited liability in the Republic of Italy)
2,000,000,000
Euro Medium Term Note Programme
unconditionally and irrevocably guaranteed by
Luxottica U.S. Holdings Corp.
(incorporated as a corporation under the laws of the State of Delaware)
and
Luxottica S.r.l.
(incorporated with limited liability in the Republic of Italy)
Under this 2,000,000,000 Euro Medium Term Note Programme (the Programme), Luxottica Group S.p.A.
(the Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the
Issuer and the relevant Dealer (as defined below).
The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed
on a joint and several basis by Luxottica U.S. Holdings Corp. and Luxottica S.r.l. (together the Guarantors
and each a Guarantor). The guarantees given by the Guarantors will be subject to contractual and legal
limitations (see "Risk Factors The Guarantees may be limited by applicable laws or subject to certain
defences that may limit their validity and enforceability").
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme
will not exceed 2,000,000,000 (or its equivalent in other currencies calculated as described in the
Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of
the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer
(each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing
basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being
(or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these
risks see "Risk Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its
capacity as competent authority under the Luxembourg Act dated 10 July 2005 on Base Prospectuses for
securities, as amended (the Prospectus Act 2005), to approve this document as a base prospectus. The
CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated
by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the
Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for Notes issued
0050478-0000340 RM:4886953.12
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under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and
to be listed on the Official List of the Luxembourg Stock Exchange.
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such
Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been
admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's
regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive
(Directive 2004/39/EC).
The requirement to publish a Prospectus under the Prospectus Directive only applies to Notes which are to be
admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the
European Economic Area other than in circumstances where an exemption is available under Article 3.2 of
the Prospectus Directive (as implemented in the relevant Member State(s)).
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue
price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms
and Conditions of the Notes") of Notes will be set out in a final terms document (the Final Terms) which
will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Luxembourg
Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other
or further stock exchanges or markets as may be agreed between the Issuer, the Guarantors and the relevant
Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
The Programme has been rated A- by Standard & Poor's Credit Market Services France SAS (S&P). S&P is
established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended)
(the CRA Regulation). As such S&P is included in the list of credit rating agencies published by the
European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-
registered-and-certified-CRAs) in accordance with the CRA Regulation. Notes issued under the Programme
may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of
Notes is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the
rating assigned to the Programme by S&P. 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.
Arranger
UniCredit Bank
Dealers
Banca IMI
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Crédit Agricole CIB
Deutsche Bank
J.P. Morgan
Mediobanca
The Royal Bank of Scotland
UniCredit Bank
The date of this Base Prospectus is 9 May 2014
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IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes issued under the Programme for the
purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by
Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member
State of the European Economic Area) (the Prospectus Directive).
The Issuer accepts responsibility for all the information contained in this Base Prospectus and the Final
Terms for each Tranche of Notes issued under the Programme and each of the Guarantors accepts
responsibility for the information relating to itself contained in this Base Prospectus and the Final Terms for
each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer and in
respect of the information relating to itself only, each of the Guarantors (each having taken all reasonable
care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with
the facts and does not omit anything likely to affect the import of such information.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be read and
construed on the basis that such documents are incorporated by reference in and form part of this Base
Prospectus.
Neither the Dealers nor the Trustee (as defined below) have independently verified the information contained
herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of the
information contained or incorporated in this Base Prospectus or any other information provided by the
Issuer or the Guarantors in connection with the Programme. No Dealer or the Trustee accepts any liability in
relation to the information contained or incorporated by reference in this Base Prospectus or any other
information provided by the Issuer or the Guarantors in connection with the Programme.
No person is or has been authorised by the Issuer, the Guarantors or the Trustee to give any information or to
make any representation not contained in or not consistent with this Base Prospectus or any other
information supplied in connection with the Programme or the Notes and, if given or made, such information
or representation must not be relied upon as having been authorised by the Issuer, the Guarantors, any of the
Dealers or the Trustee.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer, the Guarantors, any of the Dealers or the Trustee that any recipient of this
Base Prospectus or any other information supplied in connection with the Programme or any Notes should
purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
Issuer and/or the Guarantors. Neither this Base Prospectus nor any other information supplied in connection
with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer
or the Guarantors, any of the Dealers or the Trustee to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer and/or the Guarantors is
correct at any time subsequent to the date hereof or that any other information supplied in connection with
the Programme is correct as of any time subsequent to the date indicated in the document containing the
same. The Dealers and the Trustee expressly do not undertake to review the financial condition or affairs of
the Issuer or the Guarantors during the life of the Programme or to advise any investor in the Notes of any
information coming to their attention.
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IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF NOTES GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer, the Guarantors, the Dealers and the Trustee do not represent that this Base
Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no
action has been taken by the Issuer, the Guarantors, the Dealers or the Trustee which is intended to permit a
public offering of any Notes or distribution of this Base Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this
Base Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Base Prospectus or any Notes may come must inform
themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the
offering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and
the offer or sale of Notes in the United States, the European Economic Area (including the United Kingdom
and the Republic of Italy) and Japan, see "Subscription and Sale".
This Base Prospectus has been prepared on a basis that would permit an offer of Notes with a denomination
of less than 100,000 (or its equivalent in any other currency) only in circumstances where there is an
exemption from the obligation under the Prospectus Directive to publish a Prospectus. As a result, any offer
of Notes in any Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a Relevant Member State) must be made pursuant to an exemption under the Prospectus
Directive, as implemented in that Relevant Member State, from the requirement to publish a Prospectus for
offers of Notes. Accordingly any person making or intending to make an offer of Notes in that Relevant
Member State may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to
publish a Prospectus pursuant to Article 3 of the Prospectus Directive or supplement a Base Prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer
nor any Dealer has authorised, nor does any of them authorise, the making of any offer of Notes in
circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a Base
Prospectus for such offer.
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 may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:
(i)
has 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
Base Prospectus or any applicable supplement;
(ii)
has 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 will have on its
overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of financial
markets; and
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(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain authorities.
Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes
are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
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 U.S. tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of,
U.S. persons (see "Subscription and Sale").
PRESENTATION OF INFORMATION
In this Base Prospectus, all references to:

U.S. dollars, U.S.$ and $ refer to currency of the United States of America; and

Euro, euro and refer to the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as
amended.
Information regarding markets, market size, market share, market position, growth rates and other industry
data pertaining to the Issuer's business contained in this prospectus consists of estimates based on data
reports compiled by professional organisations and analysts, on data taken from other external sources and
on the Issuer's knowledge of its sales and 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 reproduced market or other industry data from external sources, including
third parties or industry or general publications, it has not independently verified that data. The Issuer gives
no assurance regarding the accuracy and completeness of, and takes no responsibility for, such data. The
Issuer and the Original Guarantors confirm that such information has been accurately reproduced and that, so
far as the Issuer and the Original Guarantors are aware and, having made all reasonable enquiries, are able to
ascertain from information available from such sources, no facts have been omitted which would render the
reproduced information inaccurate or misleading in any material respect. Similarly, while the Issuer believes
its internal estimates to be reasonable, they have not been verified by any independent sources and the Issuer
gives no assurance as to their accuracy.
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CONTENTS
Clause
Page
Overview of the Programme ..............................................................................................................................7
Risk Factors......................................................................................................................................................12
Documents Incorporated by Reference ............................................................................................................27
Form of the Notes.............................................................................................................................................32
Applicable Final Terms ....................................................................................................................................34
Terms and Conditions of the Notes ..................................................................................................................45
Use of Proceeds ................................................................................................................................................78
Description of the Issuer...................................................................................................................................79
Description of the Original Guarantors ............................................................................................................88
Description of the Group..................................................................................................................................93
Taxation..........................................................................................................................................................124
Subscription and Sale .....................................................................................................................................134
General Information .......................................................................................................................................137
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the
applicable Final Terms 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 Stabilisation Manager(s) (or persons acting on behalf of a Stabilisation
Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date
on which adequate public disclosure of the terms of the offer of the relevant Tranche of 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 relevant Tranche of Notes and 60 days after the date of the allotment of the relevant
Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in accordance
with all applicable laws and rules.
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OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms.
This Overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of
Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive (the Prospectus
Regulation).
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have
the same meanings in this Overview.
Issuer:
Luxottica Group S.p.A.
Guarantors:
Luxottica U.S. Holdings Corp. and Luxottica S.r.l.
Risk Factors:
There are certain factors that may affect the Issuer's ability to
fulfil its obligations under Notes issued under the Programme.
These are set out under "Risk Factors" below. There are also
certain factors that may affect the Guarantors' ability to fulfil
their obligations under the Guarantee. These are also set out
under "Risk Factors" below. In addition, there are certain factors
which are material for the purpose of assessing the market risks
associated with Notes issued under the Programme. These are
set out under "Risk Factors" and include certain risks relating to
the structure of particular Series of Notes and certain market
risks.
Description:
Euro Medium Term Note Programme
Arranger:
UniCredit Bank AG
Dealers:
Banca IMI S.p.A.
BNP Paribas
Citigroup Global Markets Limited
Crédit Agricole Corporate and Investment Bank
Deutsche Bank AG, London Branch
J.P. Morgan Securities plc
Mediobanca Banca di Credito Finanziario S.p.A.
Merrill Lynch International
The Royal Bank of Scotland plc
UniCredit Bank AG
and any other Dealers appointed in accordance with the
Programme Agreement.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to
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time (see "Subscription and Sale") including the following
restrictions applicable at the date of this Base Prospectus.
Notes having a maturity of less than one year
Notes having a maturity of less than one year will, if the
proceeds of the issue are accepted in the United Kingdom,
constitute deposits for the purposes of the prohibition on
accepting deposits contained in section 19 of the Financial
Services and Markets Act 2000 unless they are issued to a
limited class of professional investors and have a denomination
of at least £100,000 or its equivalent, see "Subscription and
Sale".
Trustee:
BNP Paribas Trust Corporation UK Limited
Issuing and Principal Paying Agent:
BNP Paribas Securities Services, Luxembourg Branch
Programme Size:
Up to 2,000,000,000 (or its equivalent in other currencies
calculated as described in the Programme Agreement)
outstanding at any time. The Issuer and the Guarantors may
increase the amount of the Programme in accordance with the
terms of the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement
and in each case on a syndicated or non-syndicated basis.
Delivery:
The Notes may be settled on a delivery against payment basis or
a delivery free of payment basis, as specified in the applicable
Final Terms.
Currencies:
Notes may be denominated in, subject to any applicable legal or
regulatory restrictions, any currency agreed between the Issuer
and the relevant Dealer and as stated in the applicable Final
Terms.
Maturities:
The Notes will have such maturities as may be agreed between
the Issuer and the relevant Dealer, subject to such minimum or
maximum maturities as may be allowed or required from time to
time by the relevant central bank (or equivalent body) or any
laws or regulations applicable to the Issuer or the relevant
Specified Currency.
Issue Price:
Notes may be issued on a fully-paid basis and at an issue price
which is at par or at a discount to, or premium over, par.
Form of Notes:
The Notes will be issued in bearer form as described in "Form of
the Notes".
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be
agreed between the Issuer and the relevant Dealer and on
redemption and will be calculated on the basis of such Day
Count Fraction as may be agreed between the Issuer and the
relevant Dealer and as specified in the applicable Final Terms.
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Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
(a)
on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the
2006 ISDA Definitions (as published by the International
Swaps and Derivatives Association, Inc., and as
amended and updated as at the Issue Date of the first
Tranche of the Notes of the relevant Series); or
(b)
on the basis of the reference rate set out in the applicable
Final Terms.
The margin (if any) relating to such floating rate will be agreed
between the Issuer and the relevant Dealer for each Series of
Floating Rate Notes.
Floating Rate Notes may also have a maximum interest rate, a
minimum interest rate or both.
Interest on Floating Rate Notes in respect of each Interest Period,
as agreed prior to issue by the Issuer and the relevant Dealer, will
be payable on such Interest Payment Dates, and will be
calculated on the basis of such Day Count Fraction, as may be
agreed between the Issuer and the relevant Dealer and specified
in the applicable Final Terms.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their
nominal amount and will not bear interest, in each case as may
be agreed between the Issuer and the relevant Dealer and as
specified in the applicable Final Terms.
Redemption:
The applicable Final Terms will indicate either that the relevant
Notes cannot be redeemed prior to their stated maturity (other
than for taxation reasons or following an Event of Default) or
that such Notes will be redeemable at the option of the Issuer
and/or the Noteholders upon giving notice to the Noteholders or
the Issuer, as the case may be, on a date or dates specified prior
to such stated maturity and at a price or prices and on such other
terms as may be agreed between the Issuer and the relevant
Dealer.
Notes having a maturity of less than one year may be subject to
restrictions on their denomination and distribution, see "Certain
Restrictions - Notes having a maturity of less than one year"
above.
Denomination of Notes:
The Notes will be issued in such denominations as may be
agreed between the Issuer and the relevant Dealer save that the
minimum denomination of each Note will be such amount as
may be allowed or required from time to time by the relevant
central bank (or equivalent body) or any laws or regulations
applicable to the relevant Specified Currency, see "Certain
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Restrictions - Notes having a maturity of less than one year"
above, and save that the minimum denomination of each Note
will be 100,000 (or, if the Notes are denominated in a currency
other than euro, the equivalent amount in such currency).
Taxation:
All payments in respect of the Notes will be made without
deduction for or on account of withholding taxes imposed by any
Tax Jurisdiction as provided in Condition 7. In the event that
any such deduction is made, the Issuer or, as the case may be, the
Guarantors will, save in certain limited circumstances provided
in Condition 7, be required to pay additional amounts to cover
the amounts so deducted. Notwithstanding any other provision in
the Conditions, all payments in respect of the Notes by or on
behalf of the Issuer or a Guarantor shall be subject in all cases to
any withholding or deduction required pursuant to an agreement
described in Section 1471(b) of the U.S. Internal Revenue Code
of 1986, as amended (the Code) or otherwise imposed pursuant
to Sections 1471 through 1474 of the Code (or any regulations
thereunder or official interpretations thereof) or an
intergovernmental agreement between the United States and
another jurisdiction facilitating the implementation thereof (or
any law implementing such an intergovernmental agreement).
Any such amounts withheld or deducted will be treated as paid
for all purposes under the Notes, and no additional amounts will
be paid on the Notes with respect to any such withholding or
deduction.
Negative Pledge:
The terms of the Notes will contain a negative pledge provision
as further described in Condition 3.1.
Cross Default:
The terms of the Notes will contain a cross default provision as
further described in Condition 9.1(c).
Status of the Notes:
The Notes will constitute direct, unconditional and (subject to the
provisions of Condition 3.1) unsecured obligations of the Issuer
and will rank pari passu without any preference among
themselves and equally with all other unsecured and
unsubordinated obligations of the Issuer, from time to time
outstanding, but, in the event of insolvency, only to the extent
permitted by applicable law relating to creditors' right.
Guarantees:
The Notes will be unconditionally and irrevocably guaranteed by
the Guarantors. The obligations of each Guarantor under the
relevant Guarantee will be direct, unconditional and (subject to
the provisions of Condition 3.1) unsecured obligations of such
Guarantors and will rank pari passu without preference among
themselves and equally with all other unsecured and
unsubordinated obligations of such Guarantor, from time to time
outstanding, but, in the event of insolvency, only to the extent
permitted by applicable law relating to creditors' right
Rating:
The Programme has been rated A- by S&P. Series of Notes
issued under the Programme may be rated or unrated. Where a
Series of Notes is rated, such rating will be disclosed in the
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