Obligation SisalTech S.p.A. 6.625% ( XS1454976801 ) en EUR

SisalTech S.p.A.

100 % ▼

Italie

XS1454976801 ( en EUR )

6.625% par an ( paiement trimestriel )

29/07/2022 - Obligation échue

Prospectus brochure de l'obligation Sisal Group S.p.A XS1454976801 en EUR 6.625%, échue

100 000 EUR

325 000 000 EUR

Sisal Group S.p.A. est une société italienne opérant dans les jeux, les divertissements et les services technologiques, proposant des jeux de loterie, des paris sportifs et des jeux numériques.

L'Obligation émise par SisalTech S.p.A. ( Italie ) , en EUR, avec le code ISIN XS1454976801, paye un coupon de 6.625% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 29/07/2022

OFFERING MEMORANDUM

NOT FOR GENERAL DISTRIBUTION

IN THE UNITED STATES

Schumann S.p.A.
to acquire
Sisal Group S.p.A.
725,000,000 Senior Secured Notes
325,000,000 Senior Secured Floating Rate Notes due 2022
400,000,000 7.00% Senior Secured Fixed Rate Notes due 2023

Schumann S.p.A., a joint stock company (società per azioni) incorporated and existing under the laws of Italy (the "Issuer"), is offering 325,000,000 million aggregate
principal amount of its Senior Secured Floating Rate Notes due 2022 (the "Senior Secured Floating Rate Notes") and 400,000,000 million aggregate principal amount of
its 7.00% Senior Secured Fixed Rate Notes due 2023 (the "Senior Secured Fixed Rate Notes" and, together with the Senior Secured Floating Rate Notes, the "Notes") as
part of the financing for the proposed acquisition of Sisal Group S.p.A. and its subsidiaries by the Issuer (the "Acquisition"). The Issuer is indirectly owned by the CVC
Funds (as defined herein).
The Issuer will pay interest on the Senior Secured Floating Rate Notes at a rate equal to the sum of (i) three-month EURIBOR (with 0% floor), plus (ii) 6.625% per annum,
reset quarterly. The Issuer will pay interest on the Senior Secured Floating Rate Notes quarterly in arrears on January 31, April 30, July 31 and October 31 of each year,
commencing on October 31, 2016. The Senior Secured Floating Rate Notes will mature on July 31, 2022. At any time prior to July 31, 2017, the Issuer will be entitled, at its
option, to redeem all or a portion of the Senior Secured Floating Rate Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid
interest and additional amounts, if any, plus the relevant "make-whole" premium. At any time on or after July 31, 2017, the Issuer may redeem all or a portion of the Senior
Secured Floating Rate Notes, at the redemption prices set forth in this offering memorandum. The Issuer will pay interest on the Senior Secured Fixed Rate Notes semi-
annually in arrears on January 31 and July 31 of each year, commencing on January 31, 2017. The Senior Secured Fixed Rate Notes will mature on July 31, 2023. At any
time prior to July 31, 2019, the Issuer will be entitled, at its option, to redeem all or a portion of the Senior Secured Fixed Rate Notes by paying a redemption price equal to
100% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, plus the relevant "make-whole" premium. In addition, at any time
prior to July 31, 2019, the Issuer may redeem up to 40% of the aggregate principal amount of the Senior Secured Fixed Rate Notes with the net proceeds from certain equity
offerings. At any time on or after July 31, 2019, the Issuer may redeem all or a portion of the Senior Secured Fixed Rate Notes, at the redemption prices set forth in this
offering memorandum. Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an offer to repurchase all of the Notes at a
redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. However, a change of control will not be
deemed to have occurred if a specified consolidated net leverage ratio is not exceeded in connection with such event. In addition, the Issuer may redeem all, but not less than
all, of the Notes upon the occurrence of certain changes in applicable tax law. See "Description of the Notes".
Pending consummation of the Acquisition, the Initial Purchasers (as defined herein) will, concurrently with the issuance of the Notes on the Issue Date (as defined herein),
deposit the gross proceeds of the offering of the Notes into two segregated escrow accounts, each held in the name of the Issuer, but controlled by the Escrow Agent (as
defined herein), and pledged on a first-ranking basis in favor of the Trustee (as defined herein) on behalf of the holders of the Notes. The release of the escrowed proceeds to
consummate the Acquisition will be subject to the satisfaction of certain conditions described herein. If the Completion Date (as defined herein) does not occur on or prior to
January 31, 2017 (the "Escrow Longstop Date") or upon the occurrence of certain other events, the Notes will be subject to a special mandatory redemption. The special
mandatory redemption price of each series of Notes will be equal to 100% of the aggregate initial issue price of such series of Notes plus accrued and unpaid interest, and
additional amounts, if any, from the Issue Date to the special mandatory redemption date. See "Description of the Notes--Escrow of Proceeds; Special Mandatory
Redemption".
The Notes will be senior obligations of the Issuer and will rank pari passu in right of payment with any existing and future indebtedness of the Issuer that is not expressly
subordinated in right of payment to the Notes. On the Issue Date, the Notes will not be guaranteed. Within 90 days following the Completion Date, the Notes will be
guaranteed (the "Guarantees") on a senior basis by Sisal Group S.p.A., Sisal S.p.A. and Sisal Entertainment S.p.A. (the "Guarantors"). On the Issue Date, and prior to the
Completion Date, the Notes will be secured by first-ranking security interests in the Notes escrow accounts (the "Notes Issue Date Collateral"). On or following the
Completion Date within the time periods specified herein, and prior to the completion of the Post-Completion Merger (as defined herein), the Notes will be secured by first-
ranking security interests in (i) all the issued capital stock of the Issuer; (ii) all the issued capital stock of Sisal Group S.p.A.; (iii) 99.81% of the issued capital stock of Sisal
S.p.A. and all the issued capital stock of Sisal Entertainment S.p.A.; (iv) the receivables of the Issuer under a proceeds loan to be made available by the Issuer to Sisal Group
S.p.A. following the Acquisition with part of the proceeds of the Offering (the "Sisal Group Proceeds Loan"); (v) the receivables of Sisal Group S.p.A. under a proceeds
loan to be made available by Sisal Group S.p.A. to Sisal S.p.A. following the Acquisition with part of the proceeds of the Offering (the "Sisal Proceeds Loan"); and (vi) the
receivables of Sisal S.p.A. under a proceeds loan to be made available by Sisal S.p.A. to Sisal Entertainment S.p.A. following the Acquisition with part of the proceeds of the
Offering (the "Sisal Entertainment Proceeds Loan" and, together with the Sisal Group Proceeds Loan and the Sisal Proceeds Loan, the "New Proceeds Loans") (the
"Notes Completion Date Collateral").
Following the Completion Date, we intend to merge the Issuer and Sisal Group S.p.A. (the "Post-Completion Merger", and the entity resulting from the Post-Completion
Merger, "MergerCo"). Following the Post-Completion Merger, the Notes will be guaranteed by Sisal S.p.A. and Sisal Entertainment S.p.A. and secured by first-ranking
security interests in (i) all the issued capital stock of MergerCo; (ii) 99.81% of the issued capital stock of Sisal S.p.A. and all the issued capital stock of Sisal Entertainment
S.p.A.; (iii) the receivables of MergerCo under the Sisal Proceeds Loan; and (iv) the receivables of Sisal S.p.A. under the Sisal Entertainment Proceeds Loan (the "Notes
Post-Merger Collateral" and, together with the Notes Completion Date Collateral, the "Notes Collateral"). Under the terms of the New Intercreditor Agreement (as defined
herein) to be entered into in connection with this Offering, in the event of enforcement of the Notes Collateral, the holders of the Notes will receive proceeds from such
collateral only after lenders under the New Revolving Credit Facility (as defined herein) and counterparties to certain hedging agreements have been repaid in full. In
addition, the Guarantees and the security interests in the Notes Collateral may be released under certain circumstances and the Guarantees and the Notes Collateral will be
subject to legal and contractual limitations. See "Risk Factors--Risks Related to the Notes, the Guarantees and the Notes Collateral", "Description of Certain Financing
Arrangements--New Intercreditor Agreement", "Description of the Notes--Security" and "Limitations on Validity and Enforceability of the Guarantees and the Notes
Collateral and Certain Insolvency Law Considerations".
Subject to and as set forth in "Description of the Notes--Withholding Taxes", the Issuer will not be liable to pay any additional amounts to holders of the relevant series of
Notes in relation to 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 and otherwise in the
circumstances as described in "Description of the Notes--Withholding Taxes".
This offering memorandum includes information on the terms of the Notes and the Guarantees, including redemption and repurchase prices, covenants and transfer
restrictions.
There is currently no public market for the Notes. Application has been made for the Notes to be listed on the Official List of the Luxembourg Stock Exchange and admitted
to trading on the Euro MTF Market thereof. There is no assurance that the Notes will be, or will remain, listed and admitted to trading on the Euro MTF Market. This
offering memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on Prospectuses for Securities, as amended.

Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 31 of this offering memorandum.

Price for the Senior Secured Floating Rate Notes: 99.00% plus accrued interest from the Issue Date
Price for the Senior Secured Fixed Rate Notes: 100.00% plus accrued interest from the Issue Date

We expect that the Notes will be delivered in book-entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream")
on or about July 28, 2016.
This offering memorandum does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction where such offer or solicitation is
unlawful. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any
other jurisdiction. Unless they are registered, the Notes may be offered only in transactions that are exempt from registration under the Securities Act or the
securities laws of any other jurisdiction. Accordingly, the Issuer is offering the Notes only to (i) "qualified institutional buyers" (as defined in Rule 144A under the
Securities Act ("Rule 144A")) ("QIBs") in reliance on Rule 144A, and (ii) non-U.S. persons outside the United States in offshore transactions (as defined in
Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. For a description of certain restrictions on the transfer of the Notes, see "Plan
of Distribution" and "Transfer Restrictions".

Joint Global Coordinators and Joint Bookrunners
Morgan Stanley
Credit Suisse
UniCredit
Bank
Joint Bookrunners
BNP PARIBAS
Deutsche Bank

UBS Investment Bank
The date of this offering memorandum is July 27, 2016.

TABLE OF CONTENTS

Page
IMPORTANT INFORMATION FOR INVESTORS .....................................................................................

i

CERTAIN DEFINITIONS .............................................................................................................................

vi

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS .................................................

ix

PRESENTATION OF FINANCIAL AND OTHER INFORMATION..........................................................

xi

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION ...........................................

xv

SUMMARY ....................................................................................................................................................

1

SUMMARY CONSOLIDATED FINANCIAL INFORMATION .................................................................

23

RISK FACTORS ............................................................................................................................................

31

THE TRANSACTIONS .................................................................................................................................

64

USE OF PROCEEDS .....................................................................................................................................

66

CAPITALIZATION .......................................................................................................................................

67

SELECTED CONSOLIDATED FINANCIAL INFORMATION .................................................................

68

UNAUDITED PRO FORMA FINANCIAL INFORMATION ......................................................................

70

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ...........................................................................................................................................
77

INDUSTRY OVERVIEW ..............................................................................................................................

123

BUSINESS .....................................................................................................................................................

133

REGULATION ...............................................................................................................................................

165

MANAGEMENT ...........................................................................................................................................

188

PRINCIPAL SHAREHOLDERS ...................................................................................................................

191

RELATED PARTY TRANSACTIONS .........................................................................................................

192

DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ..............................................................

193

DESCRIPTION OF THE NOTES ..................................................................................................................

209

BOOK-ENTRY, DELIVERY AND FORM ...................................................................................................

288

CERTAIN ERISA CONSIDERATIONS .......................................................................................................

293

CERTAIN TAX CONSIDERATIONS ..........................................................................................................

294

PLAN OF DISTRIBUTION ...........................................................................................................................

305

TRANSFER RESTRICTIONS .......................................................................................................................

308

LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND THE NOTES
COLLATERAL AND CERTAIN INSOLVENCY LAW CONSIDERATIONS ......................................
311

SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS .........................................................

326

LEGAL MATTERS ........................................................................................................................................

327

INDEPENDENT AUDITORS .......................................................................................................................

328

WHERE YOU CAN FIND ADDITIONAL INFORMATION ......................................................................

329

LISTING AND GENERAL INFORMATION ...............................................................................................

330

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS .....................................................................

F-1

GLOSSARY OF SELECTED TERMS ..........................................................................................................

G-1

IMPORTANT INFORMATION FOR INVESTORS
We accept responsibility for the information contained in this offering memorandum and, to the best of our knowledge
(having taken reasonable care to ensure that such is the case), the information is true and accurate in all material respects
and contains no omission likely to affect the import of such information. As used in this offering memorandum, unless
the context otherwise requires, references to the "Issuer" are to Schumann S.p.A. and references to "we", "us", "our", the
"Group" are to the Issuer and its consolidated subsidiaries from time to time, including the Sisal Group from the
Completion Date.
This document does not constitute a prospectus for the purposes of Section 12(a)(2) of or any other provision of or rule
under the Securities Act.
You should rely only on the information contained in this offering memorandum. We have not, and Morgan Stanley &
Co. International plc, Credit Suisse Securities (Europe) Limited, UniCredit Bank AG, BNP Paribas, Deutsche Bank AG,
London Branch and UBS Limited (the "Initial Purchasers") have not, authorized anyone to provide you with
information that is different from the information contained herein. We are not, and the Initial Purchasers are not, making
an offer of these securities in any jurisdiction where such offer is not permitted. You should not assume that the
information contained in this offering memorandum is accurate as of any date other than the date on the front of this
offering memorandum. This offering memorandum is based on information provided by us and other sources believed by
us to be reliable. The Initial Purchasers are not responsible for, and are not making any representation or warranty to you
concerning, our future performance or the accuracy or completeness of this offering memorandum.
This offering memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer
or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. No action has
been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose.
Accordingly, the Notes may not be offered or sold, directly or indirectly, and this offering memorandum may not be
distributed, in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. You must
comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or possess or distribute this
offering memorandum and you must obtain all applicable consents and approvals; neither we nor the Initial Purchasers
shall have any responsibility for any of the foregoing legal requirements. Please see "Transfer Restrictions".
In making an investment decision regarding the Notes offered hereby, you must rely on your own examination of the
Issuer and the Guarantors and the terms of this Offering, including the merits and risks involved. You should rely only on
the information contained in this offering memorandum. We have not, and the Initial Purchasers have not, authorized any
other person to provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. You should assume that the information appearing in this offering memorandum is accurate as
of the date on the front cover of this offering memorandum only. Our business, financial condition, results of operations
and the information set forth in this offering memorandum may have changed since that date.
You should not consider any information in this offering memorandum to be investment, legal or tax advice. You should
consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding
purchasing the Notes. We are not, and the Initial Purchasers are not, making any representation to any offeree or
purchaser of the Notes regarding the legality of an investment in the Notes by such offeree or purchaser under
appropriate investment or similar laws. This offering memorandum is to be used only for the purposes for which it has
been published.
We obtained the market data used in this offering memorandum from internal surveys, industry sources and currently
available information. Although we believe that our sources are reliable, you should keep in mind that we have not
independently verified information we have obtained from industry and governmental sources and that information from
our internal surveys has not been verified by any independent sources. See "Market and Industry Data".
The contents of our website do not form any part of this offering memorandum.
We may withdraw this Offering at any time, and we and the Initial Purchasers reserve the right to reject any offer to
purchase the Notes in whole or in part and to sell to any prospective investor less than the full amount of the Notes
sought by such investor. The Initial Purchasers and certain related entities may acquire a portion of the Notes for their
own accounts.

The application we have made to the Official List of the Luxembourg Stock Exchange for the Notes to be listed and
admitted to trading on the Luxembourg Stock Exchange's Euro MTF Market may not be approved as of the settlement
date for the Notes or at any time thereafter, and settlement of the Notes is not conditioned on obtaining this admission to
trading.
The Notes and the Guarantees have not been and will not be registered under the Securities Act or the securities laws of
any state of the United States and may not be offered or sold within the United States or to, or for the account or benefit
of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act.
i

The Notes and the Guarantees are being offered and sold outside the United States in reliance on Regulation S and within
the United States to "qualified institutional buyers" ("QIBs") in reliance on Rule 144A of the Securities Act
("Rule 144A"). Prospective purchasers are hereby notified that the sellers of the Notes may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain other
restrictions on offers, sales and transfers of the Notes and the distribution of this offering memorandum, see "Transfer
Restrictions".
The Notes and the Guarantees have not been approved or disapproved by the U.S. Securities and Exchange
Commission (the "SEC"), any state securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Offering of the
Notes or the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal
offense in the United States.
The Notes and the Guarantees are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the Securities Act and applicable state securities laws pursuant to registration thereunder or
exemption therefrom. You should be aware that you may be required to bear the financial risks of this investment for an
indefinite period of time.
The information set out in relation to sections of this offering memorandum describing clearing and settlement
arrangements, including "Description of the Notes" and "Book-Entry, Delivery and Form", is subject to any change in or
reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream Banking currently in effect. While
we accept responsibility for accurately summarizing the information concerning Euroclear and Clearstream Banking, we
accept no further responsibility in respect of such information.
The distribution of this offering memorandum and the offer and sale of the Notes may be restricted by law in certain
jurisdictions. You must inform yourself about, and observe, any such restrictions. See "Notice to U.S. Investors", "Notice
to Certain European Investors", "Plan of Distribution" and "Transfer Restrictions" elsewhere in this offering
memorandum. You must comply with all applicable laws and regulations in force in any jurisdiction in which you
purchase, offer or sell the Notes or possess or distribute this offering memorandum and must obtain any consent,
approval or permission required for your purchase, offer or sale of the Notes under the laws and regulations in force in
any jurisdiction to which you are subject or in which you make such purchases, offers or sales. We are not, and the Initial
Purchasers are not, making an offer to sell the Notes or a solicitation of an offer to buy any of the Notes to any person in
any jurisdiction except where such an offer or solicitation is permitted.
STABILIZATION
IN CONNECTION WITH THIS OFFERING, MORGAN STANLEY & CO. INTERNATIONAL PLC (THE
"STABILIZING MANAGER") (OR AFFILIATES 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 AFFILIATES ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE
STABILIZING ACTION. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME AND MUST BE BROUGHT TO AN END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS
AFTER THE ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES.
NOTICE TO U.S. INVESTORS
In making your purchase, you will be deemed to have made certain acknowledgments, representations and agreements
that are described in this offering memorandum. See "Transfer Restrictions". This offering memorandum is being
provided to a limited number of investors in the United States that the Issuer reasonably believes to be qualified
institutional buyers ("QIBs") under Rule 144A for use solely in connection with their consideration of the purchase of
the Notes. Its use for any other purpose in the United States is not authorized. It may not be copied or reproduced in
whole or in part nor may it be distributed or any of its contents disclosed to anyone other than the prospective investors to
whom it is originally submitted.
For this Offering, the Issuer and the Initial Purchasers are relying upon exemptions from registration under the Securities
Act for offers and sales of securities which do not involve a public offering, including Rule 144A under the Securities
Act. Prospective investors are hereby notified that sellers of the Notes may be relying on the exemption from the
provision of Section 5 of the Securities Act provided by Rule 144A. The Notes are subject to restrictions on
transferability and resale. Purchasers of the Notes may not transfer or resell the Notes except as permitted under the
Securities Act and applicable U.S. state securities laws. The Notes described in this offering memorandum have not been
registered with, recommended by or approved by the SEC, any state securities commission in the United States or any
other securities commission or regulatory authority, nor has the SEC, any state securities commission in the United States
ii

or any such securities commission or authority passed upon the accuracy or adequacy of this offering memorandum. Any
representation to the contrary is a criminal offense. See "Transfer Restrictions".
NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
This offering memorandum has been prepared on the basis that all offers of Notes will be made pursuant to an exemption
under the Prospectus Directive, as amended, as implemented in member states of the European Economic Area ("EEA"),
from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or intending to
make any offer within the EEA of the Notes which are subject of the offering contemplated in this offering memorandum
must only do so in circumstances in which no obligation arises for the Issuer or any of the Initial Purchasers to produce a
prospectus for such offer. Neither the Issuer nor any Initial Purchaser has 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 the final placement of the Notes contemplated in this offering memorandum. The expression "Prospectus
Directive" means Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 on the
prospectus to be published when securities are offered to the public or admitted to trading and amending Directive
2001/34/EC and amendments thereto (including the 2010 PD Amending Directive), and includes any relevant
implementing measure in the Relevant Member State. The expression "2010 PD Amending Directive" means Directive
2010/73/EU of the European Parliament and of the Council of 24 November 2010 amending Directives 2003/71/EC on
the prospectus to be published when securities are offered to the public or admitted to trading and 2004/109/EC on the
harmonization of transparency requirements in relation to information about issuers whose securities are admitted to
trading on a regulated market.
In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a "Relevant
Member State"), with effect from and including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the "Relevant Implementation Date"), no offer has been made and no offer will be made of
the Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Notes that
has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another
Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the
Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of the Notes
may be made to the public in that Relevant Member State at any time:
a)
to "qualified investors" as defined in the Prospectus Directive, including persons or entities that are described in
points (1) to (4) of Section I of Annex II to Directive 2004/39/EC of the European Parliament and of the Council of
21 April 2004 on Markets in Financial Instruments, and those who are treated on request as professional clients in
accordance with Annex II to Directive 2004/39/EC, or recognized as eligible counterparties in accordance with
Article 24 of Directive 2004/39/EC unless they have requested that they be treated as non-professional clients; or
b)
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) in
any Relevant Member State subject to obtaining the prior consent of the Issuer; or
c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes referred to in (a) to (c) above shall result in a requirement for the publication by the
Issuer or any Initial Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive or a supplement to a
prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this restriction, the expression "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.
Each subscriber for or 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, our legal advisors and others will rely upon the truth and accuracy of the foregoing
representation, acknowledgement and agreement. Notwithstanding the above, a person who is not a qualified investor
and who has notified the Initial Purchasers of such fact in writing may, with the consent of the Initial Purchasers, be
permitted to subscribe for or purchase the Notes in the offering.
Germany
In the Federal Republic of Germany, the Notes may only be offered and sold in accordance with the provisions of the
Securities Prospectus Act of the Federal Republic of Germany (the "Securities Prospectus Act",
Wertpapierprospektgesetz, WpPG) and any other applicable German law. No application has been made under German
law to offer the Notes to the public in or out of the Federal Republic of Germany. The Notes are not registered or
authorized for distribution under the Securities Prospectus Act and accordingly may not be, and are not being, offered or
iii

advertised publicly or by public promotion. This offering memorandum is strictly for private use and the offer is only
being made to recipients to whom the offering memorandum is personally addressed and does not constitute an offer or
advertisement to the public. In Germany, the Notes will only be available to, and this offering memorandum and any
other offering material in relation to the Notes is directed only at, persons who are qualified investors (qualifizierte
Anleger) within the meaning of Section 2 No. 6 of the Securities Prospectus Act or who are subject of another exemption
in accordance with Section 3 para. 2 of the Securities Prospectus Act. Any resale of the Notes in Germany may only be
made in accordance with the Securities Prospectus Act and other applicable laws.
Italy
The offering of the Notes has not been cleared by Commissione Nazionale per le Società e la Borsa, the Italian Securities
Exchange Commission ("CONSOB") pursuant to Italian securities legislation and, accordingly, no Notes may be
offered, sold or delivered, directly or indirectly, nor may copies of this offering memorandum or any other offering
circular, prospectus, form of application, advertisement, other offering material or other information or document relating
to the Issuer, the Guarantors, or the Notes be issued, distributed or published in Italy, either on the primary or on the
secondary market, except:
(i)
to qualified investors (investitori qualificati), as defined by Article 26, first paragraph, letter d) of CONSOB
Regulation No. 16190 of October 29, 2007, as amended ("Regulation No. 16190"), pursuant to Article 100 of
Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and Article 34-ter,
first paragraph, letter b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended from time to time
("Regulation No. 11971"); or
(ii)
in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the
Financial Services Act and Article 34-ter of Regulation No. 11971.
Any offer, sale or delivery of the Notes or distribution of copies of this offering memorandum or any other document
relating to the Notes in Italy under (i) or (ii) above must be:
(a)
made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of
Italy in accordance with the Financial Services Act, Regulation No. 16190 and Legislative Decree No. 385 of
September 1, 1993, as amended (the "Banking Act"); and
(b)
in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines of the Bank of
Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or
the offer of securities in Italy; and
(c)
in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or other
competent Italian authorities.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the Notes by such investor
occurs in compliance with applicable laws and regulations.

Grand Duchy of Luxembourg
The offering of the Notes should not be considered a public offering of securities in the Grand Duchy of Luxembourg.
This offering memorandum may not be reproduced or used for any other purpose than the offering of the Notes nor
provided to any person other than the recipient thereof. The Notes are offered to a limited number of sophisticated
investors in all cases under circumstances designed to preclude a distribution, which would be other than a private
placement. All public solicitations are banned and the sale may not be publicly advertised.
The Notes may not be offered or sold to the public within the territory of the Grand Duchy of Luxembourg unless: (a) a
prospectus has been duly approved by the Commission de Surveillance du Secteur Financier (the "CSSF") pursuant to
part II of the Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended (the "Luxembourg
Prospectus Law"), implementing the Directive 2003/71/EC of the European Parliament and of the Council of
4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the
"Prospectus Directive"), as amended through Directive 2010/73/EU of the European Parliament and of the Council of
24 November 2010, amending inter alia Directive 2003/71/EC, if Luxembourg is the home Member State as defined
under the Luxembourg Prospectus Law; or if Luxembourg is not the home Member State, the CSSF and the European
Securities and Markets Authority have been provided by the competent authority in the home Member State with a
certificate of approval attesting that a prospectus in relation to the Notes has been drawn up in accordance with the
Prospectus Directive and with a copy of the said prospectus; or (c) the offer of the Notes benefits from an exemption
from or constitutes a transaction not subject to, the requirement to publish a prospectus pursuant to the Luxembourg
Prospectus Law.
iv

Switzerland
The Notes may not be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither this
offering memorandum nor any other offering or marketing material relating to the Notes constitutes a prospectus as such
term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing
prospectus within the meaning of the listing rules of the SIX Swiss Exchange Ltd., and neither this offering
memorandum nor any other offering or marketing material relating to the Notes may be publicly distributed or otherwise
made publicly available in Switzerland.
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 or
(iii) 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. The Notes are being offered solely to "qualified investors" as defined in the Prospectus
Directive and accordingly the offer of Notes is not subject to the obligation to publish a prospectus within the meaning of
the Prospectus Directive.

v

CERTAIN DEFINITIONS
Unless otherwise specified or the context requires otherwise, in this offering memorandum:
· "2013 Senior Secured Notes" refers to the 275,000,000 7.250% Senior Secured Notes due 2017 issued by Sisal
Holding Istituto di Pagamento S.p.A. (now Sisal Group S.p.A.) to be redeemed in full with a portion of the
proceeds of the Notes offered hereby, as described under "Use of Proceeds";
· "ADM" refers to the Agenzie delle Dogane e dei Monopoli, formerly the Amministrazione Autonoma dei Monopoli
di Stato, the Italian gaming regulatory authority;
·
"Acquisition" refers to the acquisition by the Issuer of all the issued and outstanding share capital of Sisal Group
S.p.A. pursuant to the terms of the Acquisition Agreement, as further described under "Summary--The
Transactions--The Acquisition";
· "Acquisition Agreement" refers to the sale and purchase agreement dated as of May 27, 2016, as further described
under "Summary--The Transactions--The Acquisition";
·
"Clearstream" refers to Clearstream Banking, société anonyme;
·
"Completion Date" refers to the date on which the Acquisition is completed following the release of the proceeds
of the Offering from escrow;
· "CVC" refers to CVC Capital Partners Advisory Company (Luxembourg) S.à r.l. and its affiliates;
·
"CVC Funds" refers to, collectively, CVC Capital Partners VI (A) L.P., CVC Capital Partners VI (B), L.P. CVC
Capital Partners VI, (C) L.P. CVC Capital Partners VI, (D) S.L.P., CVC Capital Partners VI Associates L.P. and
CVC Capital Partners Investment Europe VI L.P.;
·
"Escrow Agent" refers to Deutsche Bank AG, London Branch;
·
"Escrow Longstop Date" means January 31, 2017;
·
"Euroclear" refers to Euroclear Bank SA/NV;
·
"EU" refers to the European Union;
·
"Exchange Act" refers to the U.S. Securities Exchange Act of 1934, as amended;
· "Existing Senior Secured Credit Facilities Agreement" refers to the senior credit agreement dated as of October 16,
2006 (as amended and restated from time to time) by and among, inter alios, Sisal Group S.p.A. (formerly Sisal
Holding Istituto di Pagamento S.p.A.), The Royal Bank of Scotland Plc, Milan branch as agent and security agent
and The Law Debenture Trust Corporation p.l.c. as trustee and agent on behalf of the holders of the 2013 Senior
Secured Notes, to be terminated following full repayment of the Senior Secured Credit Facilities with the proceeds
of the Notes, as described under "Use of Proceeds";
· "Gaming" refers collectively to gaming and betting (and "gaming industry" refers collectively to the gaming and
betting industry);
·
"Gaming Invest" refers to Gaming Invest S.à r.l., a société à responsibilité limitée incorporated in the Grand Duchy
of Luxembourg, the direct parent of Sisal Group prior to the Completion Date;
· "gross gaming revenue" refers to turnover (i.e., wagers) less the amounts paid out to players as winnings;
· "Group", "we", "us" or "our" refer to the Issuer and its consolidated subsidiaries from time to time, including Sisal
Group following the Completion Date;
·
"Guarantees" refers to the guarantees of the Notes by each of the Guarantors;
· "Guarantors" refers to each of the Guarantors described under "Description of the Notes--Guarantees";
·
"IFRS" refers to International Financial Reporting Standards as adopted by the European Union;
· "Indenture" refers to the indenture governing the Notes to be dated the Issue Date by and among, inter alios, the
Issuer, the Trustee and the Security Agent, and to which the Guarantors will accede within 90 days following the
Completion Date;
· "Issue Date" refers to the date of original issuance of the Notes;
·
"Issuer" refers to Schumann S.p.A., a joint stock company (società per azioni) established under the laws of Italy;
·
"Italian Guarantor" refers to a Guarantor incorporated under the laws of Italy or granting Notes Collateral
governed by Italian law;
· "LuxCo" refers to Schumann Investments S.A., the direct parent of the Issuer as of the Issue Date;

vi

· "MergerCo" refers to the entity resulting from the Post-Completion Merger;
· "net gaming revenue" refers to gross gaming revenue less the amount of taxes payable to the Italian treasury;
·
"New Intercreditor Agreement" refers to the intercreditor agreement to be entered into on or about the Issue Date,
by and among, inter alios, the Issuer, the Trustee, UniCredit Bank AG, Milan Branch, as security agent under the
New Revolving Credit Facility and certain lenders and arrangers under the New Revolving Credit Facility;
· "New Proceeds Loans" refers to the Sisal Group Proceeds Loan, Sisal Proceeds Loan and Sisal Entertainment
Proceeds Loan, collectively;
·
"New Revolving Credit Facility" refers to the 125.0 million revolving credit facility to be made available to the
Issuer pursuant to the New Revolving Credit Facility Agreement, which is described in more detail in "Description
of Certain Financing Arrangements--New Revolving Credit Facility";
·
"New Revolving Credit Facility Agreement" refers to the 125.0 million revolving credit facility agreement to be
entered into on prior to the Issue Date between, inter alios, the Issuer and UniCredit Bank AG, Milan Branch, as
agent, which is described in more detail in "Description of Certain Financing Arrangements--New Revolving
Credit Facility";
·
"Notes" refers to the Senior Secured Floating Rate Notes and the Senior Secured Fixed Rate Notes offered hereby;
· "Notes Collateral" refers to, as applicable: (i) on or following the Completion Date within the time periods
specified herein and prior to the Post-Completion Merger, the Notes Completion Date Collateral, and (ii) after the
Post-Completion Merger, the Notes Post-Merger Collateral;
· "Notes Completion Date Collateral" has the meaning given to such term under "Summary--The Offering--
Security, Enforcement of Security";
·
"Notes Issue Date Collateral" has the meaning given to such term under "Summary--The Offering--Security,
Enforcement of Security";
·
"Notes Post-Merger Collateral" has the meaning given to such term under "Summary--The Offering--Security,
Enforcement of Security";
·
"Offering" refers to the offering of the Notes hereby;
·
"Post-Completion Merger" refers to the merger between the Issuer and Sisal Group S.p.A. following the
completion of the Acquisition, as further described under "Summary--The Transactions";
· "Refinancing" refers to the issuance of the Notes and the application of the proceeds therefrom to entirely refinance
the amounts outstanding under the 2013 Senior Secured Notes and the Existing Senior Secured Credit Facilities
Agreement, as further described under "Summary--The Transactions--The Refinancing";
·
"Securities Act" refers to the U.S. Securities Act of 1933, as amended;
· "Security Agent" refers to UniCredit Bank AG, Milan Branch, as security agent under the Indenture, the New
Intercreditor Agreement and the New Revolving Credit Facility Agreement;
·
"Seller" refers to Gaming Invest;
·
"Senior Secured Fixed Rate Notes" refers to the 400.0 million aggregate principal amount of the Issuer's 7.00%
senior secured fixed rate notes due 2023 offered hereby;
·
"Senior Secured Floating Rate Notes" refers to the 325.0 million aggregate principal amount of the Issuer's senior
secured floating rate notes due 2022 offered hereby;
·
"Shareholder Loan C" refers to the subordinated shareholder loan dated as of October 16, 2006 (as amended from
time to time), among Sisal Group S.p.A. (formerly, Giochi Holding S.p.A.) as borrower and Gaming Invest as
lender, irrevocably and unconditionally canceled by Gaming Invest on or about the Completion Date;
· "Shareholder Loan ZC" refers to the subordinated zero coupon shareholder loan dated as of June 25, 2009 among
Sisal Group S.p.A. (formerly, Sisal Holding Finanziaria S.p.A.) as borrower and Gaming Invest as lender,
irrevocably and unconditionally canceled by Gaming Invest in December 2014;
· "Shareholder Loans" refers, collectively, to the Shareholder Loan C and the Shareholder Loan ZC;
· "Shortfall Agreement" refers to the agreement between the Issuer and the CVC Funds pursuant to which the CVC
Funds will be required to, among other things, fund the Issuer with interest accrued and additional amounts, if any,
from the Issue Date to a special mandatory redemption date;

· "Sisal" means Sisal S.p.A.;
· "Sisal Entertainment" means Sisal Entertainment S.p.A.;
vii