Obligation Cirsa Financial International S.r.l. 6.25% ( XS1849558900 ) en EUR

Cirsa Financial International S.r.l.

100 % ▼

Espagne

XS1849558900 ( en EUR )

6.25% par an ( paiement semestriel )

19/12/2023 - Obligation échue

Prospectus brochure de l'obligation Cirsa Finance International S.à.r.l XS1849558900 en EUR 6.25%, échue

100 000 EUR

663 000 000 EUR

Cirsa Finance International S.r.l. est une société financière italienne spécialisée dans le financement de projets d'énergie renouvelable et d'infrastructures.

L'Obligation émise par Cirsa Financial International S.r.l. ( Espagne ) , en EUR, avec le code ISIN XS1849558900, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/12/2023

Offering Memorandum
Not for general distribution
in the United States
24JAN201311161308
LHMC Finco S.`
a r.l.
E663,000,000 6.250% Senior Secured Notes due 2023
E425,000,000 Floating Rate Senior Secured Notes due 2023
$550,000,000 7.875% Senior Secured Notes due 2023
LHMC Finco S.`
a r.l. (a private limited liability company (soci´
et´
e `
a responsabilit´
e limit´
ee) incorporated under the laws of the Grand Duchy of Luxembourg,
having its registered office at 2-4, rue Eug`
ene Ruppert, L-2453 Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de
Commerce et des Soci´
et´
es du Luxembourg) under number B224669) (the ``Issuer''), is offering (the ``Offering'') A663,000,000 aggregate principal amount of euro-
denominated 6.250% Senior Secured Notes due 2023 (the ``Fixed Rate Euro Notes''), A425,000,000 aggregate principal amount of euro-denominated Floating Rate
Senior Secured Notes due 2023 (the ``Floating Rate Notes'' and, together with the Fixed Rate Euro Notes, the ``Euro Notes'') and $550,000,000 aggregate principal
amount of dollar-denominated 7.875% Senior Secured Notes due 2023 (the ``Dollar Notes'' and, together with the Fixed Rate Euro Notes, the ``Fixed Rate Notes'' and,
the Fixed Rate Notes together with the Floating Rate Notes, the ``Notes'').The Notes are being offered as part of the financing for the proposed acquisition (the
``Acquisition'') of Cirsa Gaming Corporation, SA (the ``Target'') and its subsidiaries by LHMC Bidco, S.L.U. (the ``Company''). Interest on the Fixed Rate Notes will be
paid semi-annually in arrears on each June 20 and December 20, commencing on December 20, 2018. Interest on the Floating Rate Notes will be paid quarterly in
arrears on each March 20, June 20, September 20 and December 20, commencing on September 20, 2018. The Notes will mature on December 20, 2023.
The Issuer may redeem each series of Fixed Rate Notes in whole or in part at any time on or after June 20, 2020 at the redemption prices set forth in this
offering memorandum (the ``Offering Memorandum''). Prior to June 20, 2020, the Issuer will be entitled, at its option, to redeem all or a portion of each series of the
Fixed Rate Notes at a redemption price equal to 100% of the principal amount of such series of Fixed Rate Notes, plus accrued and unpaid interest and additional
amounts, if any, plus a ``make-whole'' premium, as described in this Offering Memorandum. Prior to June 20, 2020, the Issuer will also be entitled, at its option, to
redeem up to 40% of the aggregate principal amount of each series of the Fixed Rate Notes (including additional Notes of the same series) with the net cash proceeds
from certain equity offerings at a redemption price set forth in this Offering Memorandum for such series. In addition, at any time prior to June 20, 2020, the Issuer
may, during each twelve-month period commencing with the Issue Date (as defined below), redeem up to 10% of the aggregate principal amount of the Dollar Notes
at a redemption price equal to 103% of the principal amount redeemed, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the date of
redemption. The Issuer may redeem the Floating Rate Notes in whole or in part at any time on or after June 20, 2019 at the redemption prices set forth in this
Offering Memorandum. Prior to June 20, 2019, the Issuer will be entitled, at its option, to redeem all or a portion of the Floating Rate Notes at a redemption price
equal to 100% of the principal amount of such Floating Rate Notes, plus accrued and unpaid interest and additional amounts, if any, plus a ``make-whole'' premium, as
described in this Offering Memorandum. The Issuer may also redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax
law. Upon the occurrence of certain events constituting a change of control or upon the occurrence of certain asset sales, the Issuer may be required to make an offer
to repurchase the Notes.
Concurrently with the issuance of the Notes on the Issue Date, the Issuer will, on or about the Issue Date, deposit with a bank an amount equal to the
gross proceeds of the Euro Notes sold on the Issue Date into a euro-denominated segregated bank account and the gross proceeds of the Dollar Notes sold on the
Issue Date into a dollar-denominated segregated bank account, in each case, controlled by the Issuer (the ``Deposit Accounts''), to hold such amounts pending the
consummation of the Acquisition (as defined herein). In the event that the completion date of the Acquisition (the ``Completion Date'') does not occur promptly
following the Issue Date, the Issuer will pledge as security its rights, title and interest in the credit balance in each of the Deposit Accounts to Deutsche Trustee
Company Limited (the ``Trustee'') for the benefit of the holders of the Notes. The release of the funds credited to the Deposit Accounts and the consummation of the
Acquisition will be subject to the satisfaction of certain conditions. In the event that, (i) the Completion Date does not take place on or prior to October 31, 2018 (the
``Longstop Date''), (ii) in the good faith judgment of the Issuer, the Acquisition will not be consummated on or prior to the Longstop Date, (iii) the Acquisition
Agreement (as defined herein) terminates at any time on or prior to the Longstop Date or (iv) certain other events occur, the Issuer will redeem the Notes at a price
equal to 100% of the initial issue price of such Notes, plus accrued but unpaid interest and additional amounts, if any, from the Issue Date to (but not including) the
Special Mandatory Redemption Date (as defined herein) (subject to the right of holders of record on the relevant record date to receive interest due on the relevant
interest payment date). See ``Description of the Notes--Deposit of Proceeds; Special Mandatory Redemption.''
The Notes will be senior secured obligations of the Issuer and will rank pari passu in right of payment with all other existing and future senior debt of the
Issuer, including the Revolving Credit Facility (as defined herein). The Notes will be guaranteed on a senior secured basis (the ``Guarantees'' and each, a ``Guarantee''),
assuming the Completion Date occurs on or prior to the Longstop Date, initially by the Company on or about the Completion Date, and by certain of its direct and
indirect subsidiaries as soon as reasonably practicable after the Completion Date but in any case no later than 120 days from the Completion Date (the ``Subsidiary
Guarantors'' and, together with the Company, the ``Guarantors''). Pursuant to the Collateral Documents (as defined herein) to be entered into on or prior to the
Completion Date or within 120 days of the Completion Date, as applicable, and subject to the Intercreditor Agreement, the Agreed Security Principles and Permitted
Liens (in each case, as defined and more fully described in this Offering Memorandum), perfection requirements and, in the case of Collateral Documents governed by
the laws of Panama, certain regulatory approvals, the Notes and the Guarantees will be secured on a first-priority basis by security interests granted over certain assets
that also secure our obligations under the Revolving Credit Facility Agreement (as defined herein) (collectively, the ``Collateral''). The Notes, the Guarantees and the
Collateral will be subject to restrictions on enforcement and other intercreditor arrangements. See ``Description of Other Indebtedness--Intercreditor Agreement'' and
``Limitations on Validity and Enforceability of Guarantees and Security.'' Under the terms of the Intercreditor Agreement (as defined herein) to be entered into in
connection with the Offering, in the event of an enforcement of the Collateral or certain distressed disposals, the holders of the Notes will receive proceeds from such
Collateral only after the lenders under the Revolving Credit Facility, counterparties to certain hedging agreements and lenders or creditors under certain other
indebtedness. The Guarantees and the security interests in the Collateral may be released under certain circumstances. See ``Risk Factors--Risks Related to the Notes, the
Guarantees and the Collateral,'' ``Description of Other Indebtedness--Intercreditor Agreement'' and ``Description of the Notes--Security.''
There is currently no public market for the Notes. Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange for
trading on the Euro MTF Market. There is no assurance that the Notes will be listed on the Official List of the Luxembourg Stock Exchange or be admitted to trading
on the Euro MTF Market. This Offering Memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities dated
July 10, 2005, as amended.
Investing in the Notes involves a high degree of risk. See ``Risk Factors'' beginning on page 27.
Fixed Rate Euro Notes Price: 97.749% plus accrued and unpaid interest, if any, from the Issue Date.
Floating Rate Notes Price: 97.698% plus accrued and unpaid interest, if any, from the Issue Date.
Dollar Notes Price: 95.747% plus accrued and unpaid interest, if any, from the Issue Date.
The Notes will be issued in the form of global notes in registered form. See ``Book-Entry: Delivery and Form.'' The Euro Notes will be issued in
denominations of A100,000 and integral multiples of A1,000 in excess thereof and the Dollar Notes will be issued in denominations of $200,000 and integral multiples of
$1,000 in excess thereof. The Euro Notes are expected to be delivered to investors in book-entry form through Euroclear Bank SA/NV (``Euroclear'') and Clearstream
Banking, S.A. (``Clearstream''), and the Dollar Notes are expected to be delivered to investors in book-entry form through The Depository Trust Company (``DTC''), on
or about July 2, 2018 (the ``Issue Date'').
The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ``U.S. Securities Act''), or
the securities laws of any state of the United States or any other jurisdiction. Accordingly, the Notes are being offered and sold in the United States only to ``qualified
institutional buyers'' (``QIBS'') in accordance with Rule 144A under the U.S. Securities Act and outside the United States to persons who are not U.S. persons in
offshore transactions in accordance with Regulation S under the U.S. Securities Act. Prospective purchasers of the Notes that are qualified institutional buyers are
hereby notified that the seller of any Note may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A
thereunder. For further details about eligible offerees and resale restrictions, see ``Plan of Distribution'' and ``Transfer Restrictions.''
Global Coordinators and Joint Bookrunners
Deutsche Bank
Barclays
UBS Investment Bank
Joint Bookrunners
BBVA
Credit Suisse
Jefferies
The date of this Offering Memorandum is July 24, 2018

Table of Contents
Page
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
The Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
Pro Forma Condensed Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
Selected financial and other information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
Operating and Financial Review and Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
Discussion of Pro Forma Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
121
Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
174
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
195
Principal shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
199
Certain relationships and related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
Description of other indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
201
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
255
Book-entry; delivery and form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
373
Tax considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
379
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
389
Plan of distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
391
Limitations on validity and enforceability of guarantees and security . . . . . . . . . . . . . . . . . . . . . .
394
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
432
Legal matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
439
Independent auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
440
Enforcement of civil liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
441
Where you can find other information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
447
Listing and general information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
448
Index to financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
We expect that delivery of the Notes will be made against payment on the Notes on or about the date
specified on the cover page of this Offering Memorandum, which will be six business days (as such term is used for
purposes of Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended (the ``U.S. Exchange Act''))
following the date of pricing of the Notes (this settlement cycle is being referred to as ``T+6''). Under Rule 15c6-1
of the U.S. Exchange Act, trades in the secondary market generally are required to settle in two business days
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes
on the date of this Offering Memorandum or the next four business days will be required, by virtue of the fact that
the Notes initially will settle T+6, to specify an alternative settlement cycle at the time of any such trade to
prevent a failed settlement. Purchasers of the Notes who wish to make such trades should consult their advisors.
See ``Plan of Distribution.''
i

Important information
In making an investment decision regarding the Notes offered by this Offering Memorandum, you must
rely on your own examination of the Company, the Issuer and the Group (as defined below), as well as the terms
of this Offering, the application of the proceeds of the Offering as described in ``Use of Proceeds'' and the terms of
the Transactions as described in ``Summary--The Acquisition and the Transactions--Transactions,'' including the
merits and risks involved. The Offering is being made on the basis of this Offering Memorandum only. Any
decision to purchase Notes in the Offering must be based on the information contained in this Offering
Memorandum. None of the Company, the Issuer, the Group or the Initial Purchasers have authorized anyone to
provide you with additional or different information.
You are not to construe the contents of this Offering Memorandum as investment, legal or tax advice.
You should consult your own counsel, accountants and other advisors as to legal, tax, business, financial and
related aspects of a purchase of the Notes. You are responsible for making your own examination of the Group's
business and your own assessment of the merits and risks of investing in the Notes. None of the Company, the
Issuer, the Group or the Initial Purchasers are making any representation to you regarding the legality of an
investment in the Notes by you under appropriate legal investment or similar laws and are not responsible for, and
are not making any representation to you concerning our future performance or the accuracy or completeness of
this Offering Memorandum.
The information contained in this Offering Memorandum has been furnished by us and other sources that
the Company, the Issuer and the Group 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 whether to invest in the Notes.
Summaries of documents contained in this Offering Memorandum may not be complete. The Group will
make copies of certain actual documents available to you upon request. See ``Where You Can Find Other
Information.'' None of the Company, the Issuer, the Group or the Initial Purchasers represents that the
information in this Offering Memorandum is complete. All summaries of the documents contained herein are
qualified in their entirety by this reference. You agree to the foregoing by accepting 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 the Company, the
Issuer, the Group or the Initial Purchasers. The information contained in this Offering Memorandum is accurate
as at the date hereof. Neither the delivery of this Offering Memorandum at any time nor any subsequent
commitment to purchase the Notes shall, under any circumstances, create any implication that there has been no
change in the information set forth in this Offering Memorandum or in the business of the Issuer or the
Guarantors since the date of this Offering Memorandum.
The Issuer and the Guarantors have made all reasonable inquiries and confirmed to the best of their
knowledge, information and belief that the information contained in this Offering Memorandum is true and
accurate in all material respects, that the opinions and intentions expressed in this Offering Memorandum are
honestly held, and the Issuer and the Guarantors are not aware of any other facts the omission of which would
make this Offering Memorandum or any statement contained herein misleading in any material respect.
The Issuer reserves the right to withdraw this Offering at any time. The Issuer is making this Offering
subject to the terms described in this Offering Memorandum. The Issuer and the Initial Purchasers each reserve
ii

the right to reject any commitment to subscribe for the Notes in whole or in part and to allot to any prospective
investor less than the full amount of the Notes sought by such investor. The Initial Purchasers and certain of their
related entities may acquire, for their own accounts, a portion of the Notes.
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 applicable securities laws. You should be aware that you
may be required to bear the financial risks of this investment for an indefinite period of time. See ``Plan of
Distribution'' and ``Transfer Restrictions.''
The distribution of this Offering Memorandum and the offer and sale of the Notes are 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. No action has been, or will be, taken to permit
a public offering in any jurisdiction where action would be required for that purpose. Each prospective offeree or
purchaser of the Notes must comply with all applicable laws and regulations in force in any jurisdiction in which it
purchases, offers or sells the Notes or possesses or distributes this Offering Memorandum, and must obtain any
consent, approval or permission required under any regulations in force in any jurisdiction to which it is subject or
in which it makes such purchases, offers or sales, and neither the Issuer nor the Initial Purchasers shall have any
responsibility therefor. See ``--Notice to Prospective U.S. investors,'' ``--Notice to European Economic Area
investors,'' ``Plan of Distribution'' and ``Transfer Restrictions.''
The Issuer and the Guarantors have prepared this Offering Memorandum solely for use in connection
with the offer of the Notes and the Guarantees to QIBs under Rule 144A under the U.S. Securities Act and
outside the United States to persons who are not U.S. persons under Regulation S under the U.S. Securities Act.
The information set out in the sections of this Offering Memorandum describing clearing and settlement
arrangements, including the section entitled ``Book-entry: Delivery and Form,'' is subject to any change or
reinterpretation of the rules, regulations and procedures of Euroclear and Clearstream (with respect to the Euro
Notes) and DTC (with respect to the Dollar Notes) as currently in effect. The information in such sections
concerning these clearing and settlement arrangements has been obtained from sources that the Issuer believes to
be reliable. This information has been accurately reproduced and as far as the Issuer is aware, and is able to
ascertain from published information, no facts have been omitted which would render the reproduced information
inaccurate or misleading. The Issuer accepts responsibility only for the correct extraction and reproduction of such
information, but not for the accuracy of such information. If you wish to use the facilities of any clearing system
you should confirm the applicability of the rules, regulations and procedures of the relevant clearing system. The
Issuer will not be responsible or liable for any aspect of the records relating to, or payments made on account of,
Book-Entry Interests (as defined herein) held through the facilities of any clearing system or for maintaining,
supervising or reviewing any records, relating to such Book-Entry Interests.
The Notes will be available initially only in book-entry form. The Notes offered hereby will be issued in
the form of one or more global notes, which will be deposited with, or on behalf of, a common depositary for the
accounts of Euroclear and/or Clearstream (with respect to the Euro Notes), or a nominee of DTC (with respect to
the Dollar Notes). Beneficial interests in the global notes will be shown on, and transfers of beneficial interests in
the global notes will be effected only through, records maintained by Euroclear and/or Clearstream or DTC and
their participants, as applicable. After the initial issuance of the global notes, Notes in certificated form will be
issued in exchange for the global notes only as set forth in the Indenture. See ``Book-Entry: Delivery and Form.''
Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations in
force 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 or in which it makes such purchases, offers or sales, and none of the
Company, the Issuer, the Group or the Initial Purchasers shall have any responsibility therefor.
iii

Further, no securities authority in Luxembourg has approved or disapproved of these Notes or
determined whether this Offering memorandum is truthful or complete.
THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE
SUPERINTENDENCY OF CAPITAL MARKETS OF PANAMA. ACCORDINGLY, (I) THE NOTES CANNOT
BE PUBLICLY OFFERED OR SOLD IN PANAMA, EXCEPT IN TRANSACTIONS EXEMPT FROM
REGISTRATION UNDER THE PANAMANIAN SECURITIES LAWS, (II) THE SUPERINTENDENCY OF
THE CAPITAL MARKETS HAS NOT REVIEWED THE INFORMATION CONTAINED IN THIS
OFFERING MEMORANDUM, (III) THE NOTES AND ITS OFFER ARE NOT SUBJECT TO THE
SUPERVISION OF THE PANAMANIAN SUPERINTENDENCY OF CAPITAL MARKETS, AND (IV) THE
NOTES DO NOT BENEFIT FROM THE TAX INCENTIVES PROVIDED BY THE PANAMANIAN
SECURITIES LAWS AND REGULATIONS.
Stabilization
IN CONNECTION WITH THE ISSUANCE OF THE NOTES, DEUTSCHE BANK AG, LONDON
BRANCH (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 STABILIZATION 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 Investors
Notice to prospective U.S. investors
None of the U.S. Securities and Exchange Commission, any state securities commission or any other
regulatory authority has approved or disapproved of the Notes or the Guarantees, and none of the foregoing
authorities have passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this Offering
Memorandum. Any representation to the contrary could be a criminal offense in certain jurisdictions.
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 the applicable state securities laws, including pursuant to
registration 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 Notes have not been and will not be registered under the U.S.
Securities Act or the securities laws of any state of the United States and are subject to certain restrictions on
transfer. You are hereby notified that the seller of any Note may be relying on the exemption from the provisions
of Section 5 of the Securities Act provided by Rule 144A. See ``Plan of Distribution'' and ``Transfer Restrictions'' for
a description of certain further restrictions on offers and sales of Notes and distribution of this Offering
Memorandum.
NOTICE TO CANADIAN INVESTORS
The Notes may only be offered or sold in each of the provinces of Canada to or for the benefit of a
resident of these provinces pursuant to an exemption from the requirement to file a prospectus in such province in
which such offer or sale is made, and only by a registrant duly registered under the applicable securities laws of
that province or by a person or company that is relying in that province on the ``international dealer'' exemption
provided by section 8.18 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing
iv

Registrant Obligations (``NI 31-103''). Furthermore, the Notes may only be offered or sold to residents of any such
province that are purchasing, or deemed to be purchasing, as principal, that are ``accredited investors'' as defined
in National Instrument 45-106 Prospectus Exemptions (``NI 45-106'') or subsection 73.3(1) of the Securities Act
(Ontario), as applicable, and that are ``permitted clients'' as defined in NI 31-103 and that are not individuals.
Each Canadian purchaser that purchases Notes in this Offering will be deemed to have acknowledged that any
resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the
prospectus requirements of applicable securities laws and will be deemed to represent and warrant that it is not an
individual and is purchasing as principal (or deemed principal) and it is an ``accredited investor'' and ``permitted
client'' in connection with any purchase of Notes hereunder.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies
for rescission or damages if the Offering Memorandum (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should
refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars
of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (``NI 33-105''), the
underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this offering.
Upon receipt of this document, each Canadian purchaser hereby confirms that it has expressly requested
that all documents evidencing or relating in any way to the sale of the securities described herein (including for
greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la
r´
eception de ce document, chaque acheteur canadien confirme par les pr´
esentes qu'il a express´
ement exig´
e que
tous les documents faisant foi ou se rapportant de quelque mani`
ere que ce soit `
a la vente des valeurs mobili`
eres
d´
ecrites aux pr´
esentes (incluant, pour plus de certitude, toute confirmation d'achat ou tout avis) soient r´
edig´
es en
anglais seulement.
Notice to European Economic Area investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area (``EEA''). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, ``MiFID II''); or (ii) a customer within the meaning of
Directive 2002/92/EC (as amended, the ``Insurance Mediation Directive''), where that customer would not qualify as
a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined
in Directive 2003/71/EC (as amended, the ``Prospectus Directive''). Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the ``PRIIPs Regulation'') for offering or selling the Notes
or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation. This Offering Memorandum has been prepared on the basis that any offer of the Notes in any
member state of the EEA will be made pursuant to an exemption under the Prospectus Directive from the
requirement to publish a prospectus for offers of notes. This Offering Memorandum is not a prospectus for the
purposes of the Prospectus Directive.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties
and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a ``distributor'') should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
v

assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.
United Kingdom.
In the United Kingdom, this Offering Memorandum is being distributed only to, and is
directed only at, persons who are ``qualified investors'' (as defined in the Prospectus Directive (as defined herein))
who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ``Order''), or (ii) high net
worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be
lawful to distribute it, all such persons together being referred to as ``Relevant Persons.'' The Notes are only
available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be
engaged in only with, Relevant Persons. This Offering Memorandum and its contents are confidential and should
not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person
in the United Kingdom. Any person in the United Kingdom that is not a Relevant Person should not act or rely
on this Offering Memorandum or its contents. The Notes are not being offered to the public in the United
Kingdom.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE
NOTES.
Kingdom of Denmark.
This Offering Memorandum has not been filed with or approved by the Danish
Financial Supervisory Authority or any other regulatory authority in Denmark. The Notes have not been offered or
sold and may not be offered, sold or delivered directly or indirectly in Denmark by way of a public offering, unless
in compliance with Chapter 6 or Chapter 12 of the Danish Act on Trading in Securities and Executive Orders
issued pursuant thereto as amended from time to time.
France.
This Offering Memorandum has not been prepared and is not being distributed in the context of
a public offering of financial securities in France within the meaning of Article L. 411-1 of the French Code
Mon´
etaire et Financier and Title I of Book II of the R`
eglement G´
en´
eral de l'Autorit´
e des march´
es financiers (the
French financial markets authority) (the ``AMF''). Consequently, the Notes may not be, directly or indirectly,
offered or sold to the public in France (offre au public de titres financiers), and neither this Offering Memorandum
nor any offering or marketing materials relating to the Notes must be made available or distributed in any way that
would constitute, directly or indirectly, an offer to the public in France.
The Notes may only be offered or sold in France pursuant to article L. 411-2-II of the French Code
Mon´
etaire et Financier to (i) qualified investors (investisseurs qualifi´
es) or a restricted circle of investors (cercle
restreint d'investisseurs) acting for their own account and/or (ii) providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers), all as defined in and in accordance with Articles L. 411-1, L. 411-2, D. 411-1,
D. 744-1, D. 754-1 and D. 764-1 of the French Code Mon´
etaire et Financier.
Prospective investors are informed that:
(i)
this Offering Memorandum has not been and will not be submitted for clearance to the AMF;
(ii)
in compliance with Articles L. 411-2, D. 411-1, D. 744-1, D. 754-1 and D. 764-1 of the French
Code Mon´
etaire et Financier, any qualified investors and any restricted circle of investors
subscribing for the Notes may only be acting for their own account; and
(iii)
the direct and indirect distribution or sale to the public of the Notes acquired by them may only
be made in compliance with applicable laws and regulations, in particular those relating to an
offer to the public (offre au public de titres financiers) (which are embodied in Articles L. 411 1,
L. 411 2, L. 412 1 and L. 621 8 through L. 621 8 3 of the French Code Mon´
etaire et Financier).
vi

Federal Republic of Germany.
The Offering is not a public offering in the Federal Republic of Germany.
The Notes may only be offered, sold and acquired in accordance with the provisions of the Securities Prospectus
Act of the Federal Republic of Germany, as amended (the ``Securities Prospectus Act,'' Wertpapierprospektgesetz,
WpPG), the Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended, and any other applicable
German law. No application has been made under German law to permit a public offer of the Notes in the
Federal Republic of Germany. This Offering Memorandum has not been approved for purposes of a public offer
of the Notes and accordingly the Notes may not be, and are not being, offered or advertised publicly or by public
promotion in Germany. Therefore, this Offering Memorandum is strictly for private use and the offer is only being
made to recipients to whom the document is personally addressed and does not constitute an offer or
advertisement to the public. 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 which are subject of another
exemption in accordance with Section 3 Para. 2 of the Securities Prospectus Act. Any resale of the Notes in the
Federal Republic of Germany may only be made in accordance with the Securities Prospectus Act and other
applicable laws. The Issuer has not, and does not intend to, file a securities prospectus with the German Federal
Financial Supervisory Authority (Bundesanstalt f¨
ur Finanzdienstleistungsaufsicht) (``BaFin'') or obtain a notification
to the BaFin from another competent authority of a Member State of the European Economic Area, with which a
securities prospectus may have been filed, pursuant to Section 17 Para. 3 of the Securities Prospectus Act.
Republic of Italy.
The Offering has not been cleared by the Commissione Nazionale per la Societ`
a e la
Borsa (``CONSOB'') (the Italian securities exchange commission), pursuant to Italian securities legislation.
Accordingly, no Notes may be offered, sold or delivered, nor may copies of this Offering Memorandum or of any
other document relating to the Issuer, the Guarantors or the Notes be distributed in the Republic of Italy, except
(a) to qualified investors (investitori qualificati) as defined in Article 35, first paragraph, letter (d) of CONSOB
Regulation No. 20307 of February 15, 2018, as amended (``Regulation No. 20307''), pursuant to Article 34-ter, first
paragraph letter (b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the ``Issuer Regulation''),
implementing Article 100 of Legislative Decree No. 58 of February 24, 1998, as amended (the ``Financial Services
Act''); and (b) in any other circumstances which are exempted from the rules on public offerings pursuant to
Article 100 of the Financial Services Act and the Issuer Regulation. Each Initial Purchaser has represented and
agreed that any offer, sale or delivery of the Notes or distribution of copies of this Offering Memorandum or of
any other document relating to the Notes in the Republic of Italy will be carried out in accordance with all Italian
securities, tax and exchange control and other applicable laws and regulations.
Any such offer, sale or delivery of the Notes or distribution of copies of this Offering Memorandum or
any other document relating to the Notes in the Republic of Italy must be: (i) made by an investment firm, bank
or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the
Financial Services Act, Legislative Decree No. 385 of September 1, 1993, Regulation No. 20307 (in each case, as
amended from time to time) and any other applicable laws and regulations; (ii) in compliance with Article 129 of
the Italian 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 (iii) in compliance with any and all other applicable laws and regulations and any other condition or
limitation that may be imposed by CONSOB, the Bank of Italy or any relevant Italian authorities.
Grand Duchy of Luxembourg.
This Offering does not constitute a public offering of securities within the
Grand Duchy of Luxembourg and accordingly this Offering Memorandum should not be construed as a prospectus
in accordance with Articles 5 and 30 of the Law of July 10, 2005 on prospectuses for securities, as amended (the
``Prospectus Law''). The Luxembourg financial sector supervisory commission (Commission de Surveillance du
Secteur Financier) has not reviewed or approved this Offering Memorandum or any other document related to the
Offering and has not recommended or endorsed the purchase of the Notes. Neither this Offering Memorandum
nor any other document related to the Offering may be distributed or otherwise made available in or from, or
published in, Luxembourg and the Notes may not be offered or sold to the public in Luxembourg, directly or
indirectly, and no steps may be taken which would constitute or result in a public offering in Luxembourg as
defined in the Prospectus Law, except in circumstances which do not constitute an offer of securities to the public
vii

requiring the publication of a prospectus in accordance with the Prospectus Law. This document is intended for
the confidential use of the offeree(s) it is intended for, and may not be reproduced or used for any other purpose.
The Netherlands.
The Notes (including rights representing an interest in each global note that represents
the Notes) which are the subject of this Offering Memorandum, have not been and shall not be offered, sold,
transferred or delivered in the Netherlands other than to legal entities which are ``qualified investors'' within the
meaning of the Prospectus Directive.
Kingdom of Spain.
The offer and sale of the Notes, to the extent carried out in compliance with the
offering restrictions set out in this Offering Memorandum and the undertakings by the Initial Purchaser in the
purchase agreements related to the Offering, will not result in a regulated offer to the public being made in Spain
as both the Notes and this Offering Memorandum have not been and will not be approved by or registered with
the Spanish Securities Market Commission (Comisi´
on Nacional del Mercado de Valores), and, therefore, the Notes
may not be offered, sold, resold or distributed in the Kingdom of Spain by any means, except in circumstances
which do not qualify as a public offer of securities in the Kingdom of Spain in accordance with the Spanish
Securities Market Act approved by Royal Legislative Decree 4/2015, of October 23, (Real Decreto
Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores) (the
``Spanish Securities Market Act'') as amended and restated or pursuant to an exemption from registration in
accordance with Royal Decree 1310/2005 of November 4 on admission to listing of securities on organized
secondary market and public offers of securities and the prospectus required in connection therewith (Real
Decreto 1310/2005, de 4 de noviembre por el que se desarrolla parcialmente la Ley 24/1998, de 28 de Julio, del
Mercado de Valores, en materia de admission a negociaci´
on de valores en mercados secundarios oficiales, de ofertas
p´
ublicas de venta o suscripci´
on y del folleto exigible a tales efectos), as amended and restated and supplemental rules
enacted thereunder or in substitution thereof from time to time.
Switzerland.
The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into 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 and/or Article 1156 of the
Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss
Exchange Ltd and may not comply with the Directive for Notes of Foreign Borrowers of the Swiss Bankers
Association. 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. The Notes will not be listed on the
SIX Swiss Exchange Ltd or on any other exchange or regulated trading facility in Switzerland, and, therefore, the
documents relating to the Notes, including, but not limited to, this Offering Memorandum, do not claim to comply
with the disclosure standards of the Swiss Code of Obligations and the listing rules of SIX Swiss Exchange Ltd and
corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange Ltd or the listing rules
of any other exchange or regulated trading facility in Switzerland.
Forward-looking statements
This Offering Memorandum includes forward-looking statements within the meaning of the securities laws
of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements
other than statements of historical facts contained in this Offering Memorandum, including, without limitation,
those regarding the Group's intentions, beliefs or current expectations concerning, among other things, its future
financial conditions and performance, results of operations and liquidity; its strategy, plans, objectives, prospects,
growth, goals and targets; future developments in the markets in which it participates or is seeking to participate;
and anticipated regulatory changes in the industry in which it operates. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms ``aim,'' ``anticipate,'' ``believe,'' ``continue,''
``could,'' ``estimate,'' ``expect,'' ``forecast,'' ``guidance,'' ``intend,'' ``may,'' ``plan,'' ``project,'' ``probability,'' ``target,''
``goal,'' ``objective,'' ``should'' or ``will'' or, in each case, their negative, or other variations or comparable
terminology.
viii

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other
factors because they relate to events and depend on circumstances that may or may not occur in the future. The
Company, the Issuer and the Group caution you that forward-looking statements are not guarantees of future
performance and that the Group's actual financial condition, results of operations and cash flows, and the
development of the industry in which it operates, may differ materially from (and be more negative than) those
made in, or suggested by, the forward-looking statements contained in this Offering Memorandum. In addition,
even if its financial condition, results of operations and cash flows, and the development of the industry in which it
operates, are consistent with the forward-looking statements contained in this Offering Memorandum, those results
or developments may not be indicative of results or developments in subsequent periods. Factors that could cause
such differences in actual results include:
·
the impact of the effects of the economic downturn or political change in Spain and other markets in
which we operate;
·
risks associated with our other operations outside of Spain;
·
we do not control certain of our businesses and are dependent on the actions of our counter-parties
in our strategic partnerships, joint ventures and alliances;
·
impact of individual events or betting outcomes and the failure to determine accurately the odds at
which we will accept bets in relation to any particular event or any failure of our risk management
processes;
·
our inability to block access to our online services by players in certain jurisdictions;
·
our ability to comply with the current gaming regulatory framework and to adapt to any regulatory
changes and increases in the taxation of gaming;
·
our ability to maintain our gaming licenses and comply with online gaming rules and regulations;
·
our failure to keep up with technological developments in the online gaming market;
·
our failure to comply with regulations regarding the use of personal data;
·
risks associated with hacker intrusion, distributed denial of service attack, malicious viruses and other
cybercrime attacks;
·
our ability to manage growth in our business;
·
our ability to provide secure gaming products and services and to maintain the integrity of our
employees in order to attract customers;
·
competition from other companies in our industry and our ability to retain our market share and
business position;
·
changes in consumer preferences in relation to our gaming offerings;
·
our dependence on maintaining and enhancing our brand;
·
risks associated with a failure to detect money laundering or fraudulent activities of our customers or
third parties;
·
risks associated with a disruption of operations at our manufacturing facilities;
ix