Obligation ASR Technologie 5.125% ( XS2037757502 ) en EUR

ASR Technologie

100 % ▼

Italie

XS2037757502 ( en EUR )

5.125% par an ( paiement semestriel )

31/07/2024 - Obligation échue

Prospectus brochure de l'obligation ASR XS2037757502 en EUR 5.125%, échue

La reconnaissance automatique de la parole (ASR) est une technologie qui convertit la parole humaine en texte.

L'Obligation émise par ASR Technologie ( Italie ) , en EUR, avec le code ISIN XS2037757502, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/07/2024

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION

IN THE UNITED STATES

ASR Media and Sponsorship S.p.A.
275,000,000 5.125% Senior Secured Notes due 2024

ASR Media and Sponsorship S.p.A., a joint stock company (società per azioni) established under the laws of the
Republic of Italy (the "Issuer" or "MediaCo") the share capital of which is owned by Associazione Sportiva Roma
S.p.A., a joint stock company (società per azioni) established under the laws of the Republic of Italy ("AS Roma") and
Soccer S.a.s. di Brand Management S.r.l., limited partnership (società in accomandita semplice) established under the
laws of the Republic of Italy ("Soccer"), is offering 275,000,000 aggregate principal amount of its 5.125% Senior
Secured Notes due 2024 (the "Notes"). The Notes will be issued pursuant to an indenture (the "Indenture") to be dated
on or around August 8, 2019 (the "Issue Date") among, inter alia, the Issuer, AS Roma, Soccer, The Law Debenture
Trust Corporation p.l.c. as trustee, and Unione di Banche Italiane S.p.A., as security agent.
The Notes will bear interest at a rate of 5.125% per annum. The Issuer will pay interest on the Notes semi-annually in
arrears on June 30 and December 31 of each year, commencing on December 31, 2019. The Notes will mature on
August 1, 2024.
At any time prior to August 1, 2021, the Issuer will be entitled, at its option, to redeem all or a portion of the Notes by
paying a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and
additional amounts, if any, to the redemption date plus the relevant "make-whole" premium. In addition, at any time
prior to August 1, 2021, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes with the net
proceeds of certain public equity offerings.
At any time on or after August 1, 2021 the Issuer may redeem all or a portion of the Notes at the redemption prices set
forth in this offering memorandum (the "Offering Memorandum"). Upon the occurrence of certain events constituting
a change of control, the Issuer may be required to make an offer to purchase the Notes at 101% of their principal
amount plus accrued and unpaid interest and additional amounts, if any, to the redemption date. In the event of certain
developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes at a redemption price
equal to 100% of the principal amount thereof plus accrued and unpaid interest and additional amounts, if any, to the
redemption date. See "Description of the Notes" for further information.
The Issuer will be required on June 30 and December 31 of each year, commencing on December 31, 2020, to redeem a
specified portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest and additional amounts, if any, to such redemption date, pursuant to an amortization
schedule set forth in the Indenture and described herein. See "Description of the Notes--Mandatory Amortization
Redemption".
The Notes will be subject to three separate partial mandatory redemptions at par on a pro rata basis following the end of
each fiscal year of the Issuer at a redemption price of 100% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest and additional amounts, if any, to such redemption date, if certain conditions are met as of
such fiscal year end. See "Description of the Notes--Mandatory Partial Redemption".
The Notes will be senior secured obligations of the Issuer and will be guaranteed (the "Guarantee") on a senior basis
by Soccer (in such capacity, the "Guarantor"). The Notes will rank equally in right of payment with all existing and
future indebtedness of the Issuer that is not subordinated in right of payment to the Notes and will be senior in right of
payment to all existing and future indebtedness of the Issuer that is subordinated in right of payment to the Notes. On or
about the Issue Date or, in respect to certain security interests, by the time provided for under the relevant security
document, the Notes will be secured on a first-ranking basis by the Collateral. See "Description of the Notes--
Security--The Collateral". In addition, the Guarantee and the security interests in the Collateral may be released under
certain circumstances and the Guarantee and the Collateral may be subject to legal and contractual limitations. See
"Risk Factors--Risks Related to the Notes and the Collateral" and "Limitations on Validity and Enforceability of the
Guarantee and the 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 Notes if
any withholding or deduction is required pursuant to Italian Legislative Decree No. 239 of April 1, 1996 (as the same
may be amended or supplemented from time to time) ("Decree No. 239") or pursuant to Italian Legislative Decree No.

461 of November 21, 1997 (as the same may be amended or supplemented from time to time) ("Decree No. 461"),
except where the procedures required under Decree No. 239 in order to benefit from an exemption have not been
complied with due to the actions or omissions of the Issuer. Although we believe that, under current law, Italian
withholding tax will not be imposed under Decree No. 239 or Decree No. 461 where a noteholder is resident for tax
purposes in a country which allows for a satisfactory exchange of information with Italy (as currently identified by the
Italian tax authorities in Italian Ministerial Decree of September 4, 1996, as subsequently amended and supplemented or
once effective in any other decree that will be issued in the future under Article 11(4)(c) of Decree No. 239 of April 1,
1996) (the "White List") and such noteholder complies with certain certification requirements, there is no assurance
that this will be the case. Moreover, noteholders will bear the risk of any change in Decree No. 239 after the date
hereof, including any change in the White List.
There is currently no public market for the Notes. Application will be made to have the Notes admitted to trading on the
Official List of the Luxembourg Stock Exchange and to be listed on the Euro MTF Market upon their issuance.This
Offering Memorandum includes information on the terms of the Notes, including redemption and repurchase prices,
covenants and transfer restrictions. This Offering Memorandum constitutes a prospectus for purposes of Part IV of the
Luxembourg law on prospectus for securities dated July 16, 2019.
The Notes and the Guarantee 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. Accordingly, the Notes are being
offered and sold inside the United States only to qualified institutional buyers ("QIBs") in accordance with Rule
144A under the Securities Act ("Rule 144A") and outside the United States to non-U. S. persons in offshore
transactions in accordance with Regulation S under the Securities Act ("Regulation S"). Prospective purchasers
that are QIBs are hereby notified that the Initial Purchasers may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. See "Notice to Investors" and "Plan of
Distribution".
The Notes will be issued in minimum denominations of 100,000 and integral multiples of 1,000 in excess thereof.
The Notes will be represented upon issuance by one or more global notes in registered form, which we expect will be
deposited with and registered in the name of a nominee for a common depositary for Euroclear SA/NV ("Euroclear")
and Clearstream Banking, société anonyme ("Clearstream") on the Issue Date. See "Book-Entry, Delivery and Form".
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 27.

ISSUE PRICE: 100.000% PLUS ACCRUED INTEREST, IF ANY, FROM THE ISSUE DATE

We expect that the Notes will be delivered in book-entry form through Euroclear and Clearstream on or about August 8,
2019.
Joint Bookrunners

Goldman Sachs International
J.P. Morgan

Co-Manager
UBI Banca

The date of this Offering Memorandum is August 30, 2019.

IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM
We are offering the Notes in reliance on exemptions from the registration requirements of the U. S. Securities Act of
1933, as amended (the "Securities Act"). These exemptions apply to offers and sales of securities that do not involve a
public offering. The Notes have not been recommended by any U. S. federal or state, or any non-U. S., securities
authorities, nor have any such authorities determined that this Offering Memorandum is accurate or complete. Any
representation to the contrary is a criminal offense in the United States.
This Offering Memorandum is personal to each offeree and does not constitute an offer to any other person or to the
public generally to subscribe for or otherwise acquire any of the Notes. Each prospective investor, by accepting delivery
of this Offering Memorandum, agrees to the foregoing and to make no photocopies of this Offering Memorandum or
any documents referred to in this Offering Memorandum.
You are not to construe the contents of this Offering Memorandum as investment, legal or tax advice. You should
consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of
purchasing the Notes. You are responsible for making your own examination of the Issuer and your own assessment of
the merits and risks of investing in the Notes. We are not, and none of the Trustee, the Security Agent, Goldman Sachs
International, J. P. Morgan Securities plc ("J.P. Morgan") and Unione di Banche Italiane S.p.A. ("UBI Banca" and,
together with Goldman Sachs International and J.P. Morgan, the "Initial Purchasers") are, making any representation
to you regarding the legality of an investment in the Notes by you under applicable investment or similar laws. You
may contact us if you need any additional information.
No person is authorized in connection with any offering made by this Offering Memorandum to give any information or
to make any representation not contained in this Offering Memorandum and, if given or made, any other information or
representation must not be relied upon as having been authorized by us or the Initial Purchasers. The information
contained in this Offering Memorandum is as of the date hereof and subject to change, completion or amendment
without notice. The delivery of this Offering Memorandum at any time after the date hereof shall not, under any
circumstances, create any implication that there has been no change in the information set forth in this Offering
Memorandum or in our affairs since the date of this Offering Memorandum. The information contained in this Offering
Memorandum has been furnished by us and other sources we believe to be reliable. No representation or warranty,
express or implied, is made by the Initial Purchasers, the Trustee or the Agents or any of their respective directors,
affiliates, advisors and agents as to the accuracy or completeness of any of the information set forth 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. Certain documents are summarized herein, and such summaries are qualified entirely by reference to
the actual documents, copies of which will be made available to you upon request. By receiving this Offering
Memorandum, you acknowledge that you have not relied on the Initial Purchasers, the Trustee or the Agents or any of
their respective directors, affiliates, advisors and agents in connection with your investigation of the accuracy of this
information or your decision to invest in the Notes. We undertake no obligation to update this Offering Memorandum or
any information contained in it, whether as a result of new information, future events or otherwise, save as required by
law. By purchasing the Notes you will be deemed to have acknowledged that:
·
you have reviewed this Offering Memorandum; and
·
you have had an opportunity to request any additional information that you need from us.
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. You must comply with all laws that apply to you in any place in which you buy, offer
or sell any of the Notes or possess this Offering Memorandum. You must also obtain any consents or approvals that you
need in order to purchase any of the Notes. We and the Initial Purchasers are not responsible for your compliance with
these legal requirements.
The Notes are subject to restrictions on resale and transfer as described under "Notice to Investors" and "Plan of
Distribution". By purchasing any of the Notes you will be deemed to have made certain acknowledgments,
representations and agreements as described in those sections of this Offering Memorandum. You may be required to
bear the financial risks of investing in the Notes for an indefinite period of time.
We reserve the right to withdraw the Offering at any time. We are making the Offering subject to the terms described in
this Offering Memorandum and the purchase agreement relating to the Notes (the "Purchase Agreement"). We and the
Initial Purchasers may, for any reason, reject any offer to purchase the Notes in whole or in part, sell less than the entire
principal amount of the Notes offered hereby or allocate to any purchaser less than all of the Notes for which it has
subscribed.
We will apply to have the Notes listed on the Official List of the Luxembourg Stock Exchange and admitted for trading
on the Euro MTF Market of the Luxembourg Stock Exchange. In the course of any review by the competent authority,
we may be required (under applicable law, rules, regulations or guidance applicable to the listing of securities or
otherwise) to make certain changes or additions to or deletions from the description of our business, financial
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statements and other information contained herein in producing listing particulars for such listing. Comments by the
competent authority may require significant modification or reformulation of information contained in this Offering
Memorandum or may require the inclusion of additional information in the listing particulars. We may also be required
to update the information in this Offering Memorandum to reflect changes in our business, financial condition or results
of operations and prospects since the publication of this Offering Memorandum. We cannot guarantee that such
application for the admission of the Notes to listing on the Official List of the Luxembourg Stock Exchange and to
trading on the Euro MTF Market of the Luxembourg Stock Exchange will be approved as of the settlement date for the
Notes or, with respect to the listing on the Luxembourg Stock Exchange, at any time thereafter, and settlement of the
Notes is not conditioned on obtaining this listing. Following the listing, the relevant listing particulars will be available
at the offices of the Listing Agent (as defined herein). Any investor or potential investor in the European Economic
Area should not base any investment decision relating to the Notes on the information contained in this Offering
Memorandum after publication of the listing particulars and should refer instead to the listing particulars.
The Issuer accepts responsibility for the information contained in this Offering Memorandum. To the best of the
knowledge and belief of the Issuer, having taken all reasonable care to ensure that such is the case, the information
contained in this Offering Memorandum is in accordance with the facts and does not omit anything material that is
likely to affect the import of such information. There has been no material adverse change in the prospects of the Issuer
since the date of the last financial information included in this Offering Memorandum. However, the content set forth
under the headings "Exchange Rate Information", "Industry", "Issuer's Business" and "AS Roma's Business" include
extracts from information and data, including industry and market data, released by publicly available sources or
otherwise published by third parties. While the Issuer accepts responsibility for accurately extracting and summarizing
such information and data, none of the Issuer, the Initial Purchasers, the Trustee or the Agents has independently
verified the accuracy of such information and data, and none of the Issuer, the Initial Purchasers, the Trustee or the
Agents accepts any further responsibility in respect thereof. Furthermore, the information set forth in relation to sections
of this Offering Memorandum describing clearing and settlement arrangements, including the section entitled "Book-
Entry, Delivery and Form", is subject to change in or reinterpretation of the rules, regulations and procedures of
Euroclear or Clearstream in effect as at the date of this Offering Memorandum. While the Issuer accepts responsibility
for accurately summarizing the information concerning Euroclear and Clearstream, none of the Issuer, the Initial
Purchasers, the Trustee or the Agents accepts further responsibility in respect of such information.
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 five business days (as such term is used for purposes of Rule
15c6-1 of the U. S. Securities Exchange Act of 1934, as amended) following the date of pricing of the Notes (this
settlement cycle is referred to as "T+5"). Under Rule 15c6-1 of the 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 one
succeeding business day will be required 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 own advisors.

STABILIZATION
IN CONNECTION WITH THIS OFFERING, GOLDMAN SACHS INTERNATIONAL (THE "STABILIZING
MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY OVER-ALLOT
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 PERSONS 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 FINAL
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 CALENDAR DAYS AFTER THE ISSUE DATE OF THE
NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
NOTICE TO INVESTORS IN THE UNITED STATES
This offering is being made in the United States in reliance upon an exemption from registration under the U. S.
Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your purchase, you
will be deemed to have made certain acknowledgements, representations and agreements. See "Notice to Investors".
This Offering Memorandum is being provided (1) to a limited number of U. S. investors that we reasonably believe to
be "qualified institutional buyers" ("QIBs") under Rule 144A under the U. S. Securities Act for informational use
solely in connection with their consideration of the purchase of the Notes and (2) to non-U. S. persons (as defined in
Regulation S) outside the United States pursuant to offshore transactions complying with Rule 903 or Rule 904 of
Regulation S under the U. S. Securities Act. The Notes described in this Offering Memorandum have not been
registered with, recommended by or approved by the Securities and Exchange Commission (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 or any such securities commission or authority passed upon the
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accuracy or adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offense in the
United States.
NOTICE TO CERTAIN INVESTORS
Canada. The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations. 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.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission
or damages if this 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 Initial Purchasers
are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in
connection with this offering.
European Economic Area. 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 Regulation from the
requirement to publish a prospectus for offers of Notes. This Offering Memorandum is not a prospectus for the purposes
of the Prospectus Regulation. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended
or superseded), and includes any relevant implementing measure in the member state concerned.
Professional Investors and ECPs Only Target Market
Solely for the purposes of each manufacturer's 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 Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. The target market and distribution channel(s) may vary
in relation to sales outside the EEA in light of local regulatory regimes in force in the relevant jurisdiction. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its
own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market
assessment) and determining appropriate distribution channels.
Prohibition of Sales to EEA Retail Investors
The Notes are not intended to be offered, sold to and should not be offered, sold to any retail investor in the EEA. For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. 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. Offering or selling the
Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
United Kingdom. This Offering Memorandum is for distribution only to, and is only directed at, persons who (i) have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) are persons
falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Financial
Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to
engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant persons"). This Offering Memorandum is directed only at
relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this document relates is available only to relevant persons and will be engaged in only with
relevant persons.
Italy. The Offering has not been cleared by the Commissione Nazionale per la Società e la Borsa ("CONSOB") (the
Italian securities exchange commission), pursuant to Italian securities legislation and will not be subject to formal
review by CONSOB. Accordingly, no Notes may be offered, sold or delivered, directly or indirectly nor may copies of
this Offering Memorandum or of any other document relating to the Notes be distributed in the Republic of Italy, except
(a) to qualified investors (investitori qualificati) as referred to in Article 100 of the Italian Legislative Decree No. 58 of
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February 24, 1998, as amended (the "Italian Financial Act"), and as defined in Article 35, first paragraph, letter (d) of
CONSOB Regulation No. 20307 of February 15, 2018, as amended ("Regulation 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 the Italian Financial Act; and (b) in any other circumstances which are exempted from the
rules on public offerings pursuant to Article 100 of the Italian Financial Act and the implementing CONSOB
regulations, including 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 in compliance with the selling restrictions under (a) and
(b) above and must be:
(a)
made by soggetti abilitati (including investment firms, banks or financial intermediaries, as defined by Article 1,
first paragraph, letter r), of the Italian Financial Act), to the extent duly authorized to engage in the placement
and/or underwriting and/or purchase of financial instruments in the Republic of Italy in accordance with the
relevant provisions of the Italian Financial Act, the Regulation 20307, as amended, Italian Legislative Decree
No. 385 of September 1, 1993, as amended (the "Italian Banking Act"), the Issuer Regulation and any other
applicable laws and regulations; and
(b)
in compliance with all relevant Italian securities, tax, exchange control and any other applicable laws and
regulations and any other applicable requirement or limitation that may be imposed from time to time by
CONSOB, the Bank of Italy (including, the reporting requirements, where applicable, pursuant to Article 129 of
the Italian Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time) or
any other relevant Italian competent 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.
For a further description of certain restrictions on offers and sales of the Notes and the distribution of this Offering
Memorandum in the Republic of Italy, see "Notice to Investors."
Grand Duchy of Luxembourg. This Offering Memorandum has not been approved by and will not be submitted for
approval to the Luxembourg financial sector supervisory commission, the "Commission de Surveillance du Secteur
Financier" (the "Luxembourg competent authority") for purposes of public offering or sale of the Notes in the Grand
Duchy of Luxembourg. Accordingly, the Notes may not be offered or sold to the public in the Grand Duchy of
Luxembourg, directly or indirectly, and neither this Offering Memorandum nor any other circular, prospectus, form of
application, advertisement, communication or other material may be distributed, or otherwise made available in or from,
or published in, the Grand Duchy of Luxembourg except for the sole purpose of the admission to trading of the Notes
on the Euro MTF Market of the Luxembourg Stock Exchange and to listing of the Notes on the Official List of the
Luxembourg Stock Exchange and except if the offer benefits from an exemption to or constitutes a transaction
otherwise not subject to the requirements to publish a prospectus for the purpose of the Luxembourg act dated July 10,
2005 relating to prospectuses for securities, as amended, and implementing the Prospectus Regulation. The expression
"Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or superseded) and includes any delegated
regulations and any relevant implementing measure in the Relevant Member State.
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 (offre au public de titres financiers) within the meaning of Article L. 411-1 of
the French Code Monétaire et Financier and Title I of Book II of the Règlement Général of the Autorité des marchés
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, 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 to qualified investors (investisseurs qualifiés) acting for their own
account and/or to 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 Monétaire et
Financier and applicable regulations thereunder.
Prospective investors are informed that:
·
this Offering Memorandum has not been and will not be submitted for clearance to the AMF;

·
in compliance with Articles L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French Code Monétaire et
Financier, any qualified investors subscribing for the Notes should be acting for their own account; and
iv

·
the direct and indirect distribution or sale to the public of the Notes acquired by them may only be made in
compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code
Monétaire et Financier.
Belgium. The Offering is exclusively conducted under applicable private placement exemptions and therefore this
Offering Memorandum and the Offering has not been and will not be notified to, and any other offering material
relating to the Offering has not been, and will not be, approved by, the Belgian Financial Services and Markets
Authority pursuant to the Belgian laws and regulations applicable to the public offering of securities. Accordingly, the
Notes, this Offering Memorandum as well as any other materials relating to the Offering may not be advertised, offered
or distributed in any other way, directly or indirectly, (i) to any other person located and/or resident in Belgium other
than in circumstances which do not constitute an offer to the public in Belgium pursuant to the Belgian Act of June 16,
2006 on the public offering of investment instruments and the admission of investment instruments to trading on a
regulated market or pursuant to the Belgian Act of July 20, 2004 on certain forms of collective management of
investment portfolios or (ii) to any person qualifying as a consumer within the meaning of the Belgian Act of April 6,
2010 on market practices and consumer protection, unless such sale is made in compliance with this Act and its
implementing regulation.
This Offering Memorandum has been issued to the intended recipient for personal use only and exclusively for the
purpose of the Offering. Therefore, it may not be used for any other purpose, nor passed on to any other person in
Belgium.
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 (Wertpapierprospektgesetz) (the "Securities Prospectus Act"), as amended and any other applicable German
law. No application will be made under German law to permit a public offer of 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. 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 für
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.
The Netherlands. The Notes are and may not be offered in the Netherlands other than to persons or entities who or
which are qualified investors (gekwalificeerde beleggers) as defined in section 1:1 of the Dutch Financial Supervision
Act (Wet op het financieel toezicht). This Offering Memorandum has not been approved by, registered or filed with The
Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten).
Norway. This Offering Memorandum has not been and will not be filed with or approved by the Norwegian Financial
Supervisory Authority, the Oslo Stock Exchange or any other regulatory authority in Norway. The Notes have not been
offered or sold and may not be offered, sold or delivered, directly or indirectly, in Norway, unless in compliance with
Chapter 7 of the Norwegian Securities Trading Act 2007 and secondary regulations issued pursuant thereto, as amended
from time to time (the "Securities Trading Act"). Accordingly, this Offering Memorandum may not be made available
nor may the Notes otherwise be marketed and offered for sale in Norway other than in circumstances that are deemed
not to be a marketing of an offer to the public in Norway in accordance with the Securities Trading Act.

Sweden. This Offering Memorandum has not been and will not be registered with the Swedish Financial Supervisory
Authority (Sw. Finansinspektionen). Accordingly, this Offering Memorandum may not be made available, nor may the
Notes otherwise be marketed and offered for sale, in Sweden other than in circumstances that are deemed not to be an
offer to the public which would require a prospectus under the Swedish Financial Instruments Trading Act (Sw. lag
(1991:980) om handel med finansiella instrument).
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.

v

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 all statements other than statements of historical
facts contained in this Offering Memorandum, including those regarding the Issuer's and AS Roma's respective future
financial position and results of operations, their strategies, plans, objectives, goals and targets, future developments in
the markets in which the Issuer and AS Roma participate or are seeking to participate or anticipated regulatory changes
in the markets in which the Issuer and AS Roma operate or intend to operate. In some cases, you can identify forward-
looking statements by terminology such as "aim", "anticipate", "believe", "continue", "could", "estimate", "expect",
"forecast", "guidance", "intend", "may", "plan", "potential", "predict", "projected", "should" or "will" or the negative
of such terms or other comparable terminology.
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 Issuer cautions you that
forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that
its actual results of operations, including its financial condition and liquidity and the development of the industries in
which it and AS Roma operate, may differ materially from (and be more negative than) those made in, or suggested by,
the forward-looking statements contained in this Offering Memorandum. For example, some forward-looking
statements, including projections, are based on an expectation of the renewal and replacement of certain existing
sponsorship agreements and an expectation that new contracts may be entered into. In addition, even if the Issuer's or
AS Roma's results of operations, including their respective financial condition and liquidity and the development of the
industry in which they operate, 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.
Important risks, uncertainties and other factors that could cause these differences include, but are not limited to:
·
a significant portion of our Cash Inflows derived from AS Roma's media rights Indirect Media Cash Inflows
from Serie A and UEFA competitions, and any reduction in that revenue due to changes in the allocation of
media rights revenue or poor on-pitch performance by AS Roma's first team could have a material adverse effect
on our results of operations;
·
negotiation and pricing of key media contracts are outside our control and those contracts may change in the
future due to a variety of external factors;
·
revenue from our media rights may be negatively affected by increased regulation at the national or European
level;
·
our Sponsorship and Other Cash Inflows is dependent upon the performance and popularity of AS Roma's first
team;
·
Soccer has granted exclusive rights to certain sponsors;
·
in July 2019, we had to terminate our sponsorship agreement with Betway and will no longer receive the revenue
contractually guaranteed thereunder.
·
we are exposed to credit related losses in the event of non-performance by counterparties to Serie A media
contracts as well as our key sponsorship contracts;
·
it may not be possible to renew or replace key contracts when they expire or are terminated on similar or better
terms, or at all, or to attract new sponsors;
·
piracy and illegal live streaming may adversely impact our media and mobile & content revenue;
·
we may be unable to maintain and enhance our brand and reputation, particularly in new markets, and actions by
our fans, employees, directors, officers or contractual counterparties may damage our brand and reputation;
·
failure to adequately protect our intellectual property could injure our brand;
·
we may face conflicts of interest in transactions with related parties;
·
we may be unable to implement our business strategies;

·
our digital media strategy is unproven and may not generate the returns we anticipate;
·
failure to effectively manage our growth could adversely affect our business;
·
our international expansion and operations in foreign markets expose us to risks associated with international
sales and operations;
·
we are subject to various regulations related to the collection and processing of personal data, and changes to
these regulations or their interpretation could adversely affect our business;
·
Soccer may not be able to perform its contractual obligations to third parties;
vi

·
in certain limited cases, Soccer is performing services on behalf of certain sponsors and other third parties
without having executed binding contractual arrangements with such parties;
·
we or AS Roma may become involved in litigation and arbitration proceedings, which may have a material
adverse effect on our business, results of operations, financial condition and cash flow;
·
tax laws or the interpretation or application of tax laws could change in a way that is unfavorable to us;
·
we are from time to time involved in various tax audits and investigations, including a tax audit in process as at
the date of this Offering Memorandum, and we may face tax liabilities in the future;
·
we present certain non-IFRS measures that may not be comparable to similarly-titled measures that are used by
other companies, and these measures have limitations as analytical tools;
·
we present certain estimates in respect of Pro Forma Estimated Look-Forward Cash Inflows, Pro Forma
Estimated Look-Forward Cash Outflows and the Pro Forma Estimated Look-Forward Debt Service Coverage
Ratio for the twelve months ending March 31, 2020 and March 31, 2021 which are based on assumptions in
respect of, among others, the replacement of the terminated contractual arrangement with Betway and
assumptions and expectations in respect of certain expenses and other Cash Outflows over such period; the
accuracy of these estimates depends upon the accuracy of assumptions involving factors that are beyond our
control and are subject to known and unknown risks, uncertainties and other factors;
·
business interruptions due to terrorist attacks, natural disasters and other events could adversely affect us;
·
fluctuations in exchange rates may adversely affect our results of operations;
·
there are no assurances that the Stadio della Roma project will be completed, and if completed, when the team
could play its first match;
·
AS Roma's ability to qualify for or succeed in European competitions cannot be guaranteed;
·
AS Roma's business is dependent upon its ability to attract and retain key personnel, including players and team
management;
·
serious injuries to or losses of key playing staff may affect AS Roma's first team's performance;
·
AS Roma faces significant competition from other football clubs to acquire and retain players and team
management, both within Italy and internationally, and increased competition could result in increased salaries
and transfer fees and adversely affect the performance of AS Roma's first team;
·
UEFA, FIGC and Serie A regulations may restrict AS Roma's ability to make commercial and sporting
decisions;
·
the performance of TeamCo may depend on the financial support of its shareholders;
·
Serie A league voting rules may allow other clubs to take action contrary to AS Roma's and our interests;

·
admission of AS Roma's first team to the Serie A season for 2020/2021 or subsequently cannot be guaranteed;
·
inability to renew AS Roma's insurance policies could expose it to significant losses;
·
AS Roma may incur fines, sanctions and exclusion from competitions due to acts of its players, management or
supporters;
·
ticket sales and other matchday revenue is a significant portion of AS Roma's overall revenue, and any inability
by AS Roma to execute its strategy to expand its premium seating and hospitality services and increase overall
attendance could adversely affect AS Roma's business and results of operations;
·
AS Roma does not own or control the management of Stadio Olimpico;
·
the Notes restrict our ability to distribute cash to AS Roma that they might use to seek to improve on-pitch
performance or otherwise improve operations;
·
the interests of the principal shareholders of AS Roma may conflict with the interests of the holders of the Notes;
·
adverse economic conditions or future economic downturns may harm both our and AS Roma's businesses;
·
we and AS Roma could be negatively affected by current and other future Serie A, FIGC, UEFA or FIFA
regulations;
·
the sports and entertainment market, both within Europe and internationally, is highly competitive;
·
there could be a decline in the popularity of football; and
·
other risks related to our capital structure discussed under "Risk Factors--Risks Related to our Capital
Structure" and related to the Notes, the Guarantee and the Collateral discussed under "Risk Factors-- Risks
Related to the Notes, the Guarantee and the Collateral".
vii

The Issuer urges you to read the sections of this Offering Memorandum entitled "Risk Factors", "Management's
Discussion and Analysis of Financial Condition and Results of Operations of the Issuer", "Industry", "Issuer's
Business" and "AS Roma's Business" for a more complete discussion of the factors that could affect the Issuer's and AS
Roma's respective future performance and the markets in which they operate. In light of these risks, uncertainties and
assumptions, the forward-looking events described in this Offering Memorandum may not occur. These forward-
looking statements speak only as of the date on which the statements were made. The Issuer undertakes no obligation to
update or revise any forward-looking statement or risk factors, whether as a result of new information, future events or
developments or otherwise.

viii