Obligation Mooney Enterprises S.p.A. 4.938% ( XS2092610141 ) en EUR

Société émettrice Mooney Enterprises S.p.A.
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Italie
Code ISIN  XS2092610141 ( en EUR )
Coupon 4.938% par an ( paiement trimestriel )
Echéance 16/12/2026



Prospectus brochure de l'obligation MOONEY GROUP S.p.A XS2092610141 en EUR 4.938%, échéance 16/12/2026


Montant Minimal 100 000 EUR
Montant de l'émission 530 000 000 EUR
Prochain Coupon 17/09/2025 ( Dans 80 jours )
Description détaillée Mooney Group S.p.A. est une société italienne de services financiers offrant des solutions de paiement, de transfert d'argent et de gestion de cartes prépayées, ainsi que des services de distribution de billets de loterie et d'autres produits financiers.

L'Obligation émise par Mooney Enterprises S.p.A. ( Italie ) , en EUR, avec le code ISIN XS2092610141, paye un coupon de 4.938% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 16/12/2026







LISTING PROSPECTUS
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
Sisal Pay S.p.A.
530,000,000 Senior Secured Floating Rate Notes due 2026
Sisal Pay S.p.A. (to be subsequently renamed SisalPay Group S.p.A.), a joint stock company (società per azioni) incorporated under the laws of Italy (the
"Issuer"), is offering 530.0 million aggregate principal amount of its Senior Secured Floating Rate Notes due 2026 (the "Notes") as part of the financing for the
proposed creation of the SisalPay Group (as defined herein), a corporate partnership in the retail and digital market of payment services (the "Gallo Investment").
The Issuer is a holding company currently directly owned by Sisal Group S.p.A., and following the consummation of the Gallo Investment will be directly owned
by Sisal Group S.p.A. and Banca 5 S.p.A. Prior to the consummation of the Gallo Investment, the Issuer will not control Sisal Pay Servizi S.p.A. (to be
subsequently renamed SisalPay Servizi S.p.A.) ("TelCo") or SisalPay S.p.A. ("PayCo" and together with TelCo and the Issuer, the "SisalPay Group"). The
Issuer will pay interest on the Notes at a rate equal to the sum of (i) three-month EURIBOR (with 0% floor), plus (ii) 3.875% per annum, reset quarterly. The
Issuer will pay interest on the Notes quarterly in arrears on March 17, June 17, September 17 and December 17 of each year, commencing on March 17, 2020.
The Notes will mature on December 17, 2026. At any time prior to December 17, 2020, the Issuer will be entitled, at its option, to redeem all or a portion 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, plus the relevant
"make-whole" premium. At any time on or after December 17, 2020, the Issuer may redeem all or a portion of the Notes, at the redemption prices set forth in this
offering memorandum. Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an offer to repurchase all of the
Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. However, a change of
control will not be deemed to have occurred if a specified consolidated net leverage ratio is not exceeded in connection with such event. In addition, the Issuer
may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law. See "Description of the Notes."
If the Offering closes prior to the consummation of the Gallo Investment, pending consummation thereof, the Initial Purchasers (as defined herein) will,
concurrently with the issuance of the Notes on the Issue Date (as defined herein), deposit the gross proceeds of the offering of the Notes into an escrow account,
held in the name of the Issuer, but controlled by the Escrow Agent (as defined herein), and pledged on a first-ranking basis in favor of the Trustee (as defined
herein) on behalf of the holders of the Notes. The release of the escrowed proceeds to consummate the Gallo Investment will be subject to the satisfaction of
certain conditions described herein. If the Completion Date (as defined herein) does not occur on or prior to the Escrow Longstop Date (as defined herein) or upon
the occurrence of certain other events, the Notes will be subject to a special mandatory redemption. The special mandatory redemption price of each series of
Notes will be equal to 100% of the aggregate initial issue price of such series of Notes plus accrued and unpaid interest, and additional amounts, if any, from the
Issue Date to the special mandatory redemption date. See "Description of the Notes--Escrow of Proceeds; Special Mandatory Redemption."
The Notes will be senior obligations of the Issuer and will rank pari passu in right of payment with any existing and future indebtedness of the Issuer that is not
expressly subordinated in right of payment to the Notes. The Notes will not be guaranteed. If the Offering closes prior to the consummation of the Gallo
Investment, on the Issue Date, and prior to the Completion Date, the Notes will be secured by first-ranking security interests in the Notes escrow account (the
"Notes Issue Date Collateral"). On or following the Completion Date within the time periods specified herein, subject to certain agreed security principles, the
Notes will be secured by first-ranking security interests in (i) all the issued Capital Stock of the Issuer; (ii) material structural intercompany receivables of the
Issuer (if any); and (iii) within 20 business days following the Completion Date, all the issued Capital Stock of each of TelCo and PayCo (the "Notes
Collateral"). Under the terms of the Intercreditor Agreement (as defined herein) to be entered into in connection with this Offering, in the event of enforcement
of the Notes Collateral, the holders of the Notes will receive proceeds from such collateral only after lenders under the Revolving Credit Facility (as defined
herein) and counterparties to certain hedging agreements have been repaid in full. In addition, any future Guarantees and the security interests in the Notes
Collateral may be released under certain circumstances and any future Guarantees and the Notes Collateral will be subject to legal and contractual limitations. See
"Risk Factors--Risks Related to the Notes, the Notes Collateral and any Future Notes Guarantees" "Description of Certain Financing Arrangements--
Intercreditor Agreement," "Description of the Notes--Security" and "Limitations on Validity and Enforceability of any Future Notes Guarantees and the Notes
Collateral and Certain Insolvency Law Considerations."
Subject to and as set forth in "Description of the Notes--Withholding Taxes," the Issuer will not be liable to pay any additional amounts to holders of the relevant
series of Notes in relation to any withholding or deduction required pursuant to Italian Legislative Decree No. 239 of April 1, 1996 (as the same may be amended
or supplemented from time to time) where the Notes are held by a person resident in a country that is not listed in the White List (as defined below) and otherwise
in the circumstances as described in "Description of the Notes--Withholding Taxes."
There is currently no public market for the Notes. Application has been made for the Notes to be listed on the Official List of the Luxembourg Stock Exchange
and admitted to trading on the Euro MTF Market thereof. This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on
prospectuses for securities dated July 16, 2019. In addition, application has been made to obtain listing of the Notes on the ExtraMOT Pro Segment of the Italian
Stock Exchange (Borsa Italiana). There is no assurance that the Notes will be, or will remain, listed and admitted to trading on the Euro MTF Market or on the
ExtraMOT Pro Segment of the Italian Stock Exchange (Borsa Italiana).
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 31 of this offering memorandum.
Price for the Notes: 100.000% plus accrued interest from the Issue Date
We expect that the Notes will be delivered in book-entry form through a common depositary of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking
S.A. ("Clearstream") on or about the Issue Date. See "Book-Entry, Delivery and Form." The Notes will be in registered form in minimum denominations of
100,000 and integral multiples of 1,000 in excess of 100,000.
This offering memorandum does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction where such offer or
solicitation is unlawful. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")
or the securities laws of any state of the United States or other jurisdiction, and therefore may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act. The Notes are being offered and sold in the United States only to qualified institutional buyers ("QIBs") in reliance on Rule 144A under
the U.S. Securities Act ("Rule 144A"), and to certain non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S
under the U.S. Securities Act ("Regulation S") other than to retail investors in the European Economic Area. For these purposes, a "retail investor" is
defined as 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");
(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 (1) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as
amended or superseded, the "Prospectus Regulation"). Prospective purchasers are hereby notified that the seller of the Notes may be relying on the
exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. The Notes are not transferable except in accordance with
the restrictions described under "Transfer Restrictions."
Joint Global Coordinators and Joint Bookrunners
UBS Investment Bank
Banca IMI
Joint Bookrunners
BNP PARIBAS
Deutsche Bank
HSBC
Nomura
The date of this listing prospectus is December 19, 2019.


TABLE OF CONTENTS
Page
IMPORTANT INFORMATION FOR INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
i
CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
ITALIAN "WHITE LIST STATES" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ix
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . .
x
PRESENTATION OF FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xii
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . .
xvii
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
SUMMARY CORPORATE AND FINANCING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
SUMMARY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL AND OTHER
INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
SUMMARY CARVE-OUT FINANCIAL INFORMATION OF THE SISAL PAYMENTS BUSINESS . . .
23
SUMMARY CARVE-OUT FINANCIAL INFORMATION OF THE BANCA 5 PAYMENTS
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
THE TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
SELECTED CARVE-OUT FINANCIAL INFORMATION OF THE SISAL PAYMENTS BUSINESS . . .
69
SELECTED CARVE-OUT FINANCIAL INFORMATION OF THE BANCA 5 PAYMENTS
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . .
71
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF THE SISAL PAYMENTS BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF THE BANCA 5 PAYMENTS BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
129
REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
146
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
153
RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
154
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
259
CERTAIN ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
264
CERTAIN TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
266
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
279
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
282
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF ANY FUTURE NOTES GUARANTEES
AND THE NOTES COLLATERAL AND CERTAIN INSOLVENCY LAW CONSIDERATIONS . . . .
285
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
304
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
305
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
306
WHERE YOU CAN FIND ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
307
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
308
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1


IMPORTANT INFORMATION FOR INVESTORS
We accept responsibility for the information contained in this offering memorandum and, to the best of our
knowledge (having taken reasonable care to ensure that such is the case), the information is true and accurate in
all material respects and contains no omission likely to affect the import of such information. As used in this
offering memorandum, unless the context otherwise requires, references to the "Issuer" are to Sisal Pay S.p.A.
and references to "we," "us," "our", and the "SisalPay Group" are to the Issuer and its consolidated subsidiaries
from time to time and, after the Completion Date, includes (1) the NewCos and (2) both the Sisal Payments
Business and the Banca 5 Payments Business, which are also referred to collectively herein as the "combined
business").
This document does not constitute a prospectus for the purposes of Section 12(a)(2) of or any other provision of
or rule under the Securities Act.
You should rely only on the information contained in this offering memorandum. We have not, and UBS Europe
SE, Banca IMI S.p.A., BNP Paribas, Deutsche Bank AG, London Branch, HSBC Bank plc and Nomura
International plc (the "Initial Purchasers") have not, authorized anyone to provide you with information that is
different from the information contained herein. We are not, and the Initial Purchasers are not, making an offer of
these securities in any jurisdiction where such offer is not permitted. You should not assume that the information
contained in this offering memorandum is accurate as of any date other than the date on the front of this offering
memorandum. This offering memorandum is based on information provided by us and other sources believed by
us to be reliable. The Initial Purchasers are not responsible for, and are not making any representation or
warranty to you concerning, our future performance or the accuracy or completeness of this offering
memorandum.
This offering memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or
solicitation. No action has been, or will be, taken to permit a public offering in any jurisdiction where action
would be required for that purpose. Accordingly, the Notes may not be offered or sold, directly or indirectly, and
this offering memorandum may not be distributed, in any jurisdiction except in accordance with the legal
requirements applicable in such jurisdiction. You must comply with all laws applicable in any jurisdiction in
which you buy, offer or sell the Notes or possess or distribute this offering memorandum and you must obtain all
applicable consents and approvals; neither we nor the Initial Purchasers shall have any responsibility for any of
the foregoing legal requirements. Please see "Transfer Restrictions."
In making an investment decision regarding the Notes offered hereby, you must rely on your own examination of
the Issuer and the terms of this Offering, including the merits and risks involved. You should rely only on the
information contained in this offering memorandum. We have not, and the Initial Purchasers have not, authorized
any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. You should assume that the information appearing in this offering
memorandum is accurate as of the date on the front cover of this offering memorandum only. Our business,
financial condition, results of operations and the information set forth in this offering memorandum may have
changed since that date.
You should not consider any information in this offering memorandum to be investment, legal or tax advice. You
should consult your own counsel, accountant and other advisors for legal, tax, business, financial and related
advice regarding purchasing the Notes. We are not, and the Initial Purchasers are not, making any representation
to any offeree or purchaser of the Notes regarding the legality of an investment in the Notes by such offeree or
purchaser under appropriate investment or similar laws. This offering memorandum is to be used only for the
purposes for which it has been published.
By accepting delivery of this offering memorandum, you agree to the foregoing restrictions, to make no
photocopies of this offering memorandum or any documents referred to herein and not to use any information
herein for any purpose other than considering an investments in the Notes.
We obtained the market data used in this offering memorandum from internal surveys, industry sources and
currently available information. Although we believe that our sources are reliable, you should keep in mind that
we have not independently verified information we have obtained from industry and governmental sources and
that information from our internal surveys has not been verified by any independent sources. See "Presentation
of Financial Information--Market and Industry Data."
The contents of our website do not form any part of this offering memorandum.
We may withdraw this Offering at any time, and we and the Initial Purchasers reserve the right to reject any offer
to purchase the Notes in whole or in part and to sell to any prospective investor less than the full amount of the
i


Notes sought by such investor. The Initial Purchasers and certain related entities may acquire a portion of the
Notes for their own accounts.
Application will be made to the Official List of the Luxembourg Stock Exchange for the Notes to be listed and
admitted to trading on the Luxembourg Stock Exchange's Euro MTF Market. The Issuer will also apply for an
additional listing for the Notes on the ExtraMOT Pro Segment of the Italian Stock Exchange (Borsa Italiana).
The Issuer cannot guarantee that its application for the listing of the Notes on the Official List of the
Luxembourg Stock Exchange and admission to trading of the Notes on the Euro MTF Market thereof or listing
for trading on the ExtraMOT Pro Segment of the Italian Stock Exchange (Borsa Italiana) will be approved as of
the settlement date for the Notes or at any time thereafter, and settlement of the Notes is not conditioned on
obtaining this 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. Following the listing, the relevant listing particulars will be
available at the offices of the Listing Agent. Any investor or potential investor in the EEA 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 those listing particulars.
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 may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act ("Regulation S")) except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act.
The Notes are being offered and sold outside the United States in reliance on Regulation S and within the United
States to "qualified institutional buyers" ("QIBs") in reliance on Rule 144A of the U.S. Securities Act
("Rule 144A"). Prospective purchasers are hereby notified that the sellers of the Notes may be relying on the
exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description
of these and certain other restrictions on offers, sales and transfers of the Notes and the distribution of this
offering memorandum, see "Transfer Restrictions."
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission (the
"SEC"), any state securities commission in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the merits of the Offering of the Notes or
the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal
offense in the United States.
The Notes 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 state securities laws pursuant to registration thereunder or
exemption therefrom. You should be aware that you may be required to bear the financial risks of this investment
for an indefinite period of time.
The information set out in relation to sections of this offering memorandum describing clearing and settlement
arrangements, including "Description of the Notes" and "Book-Entry, Delivery and Form," is subject to any
change in or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream Banking
currently in effect. While we accept responsibility for accurately summarizing the information concerning
Euroclear and Clearstream Banking, we accept no further responsibility in respect of such information.
The distribution of this offering memorandum and the offer and sale of the Notes may be restricted by law in
certain jurisdictions. You must inform yourself about, and observe, any such restrictions. See "Notice to U.S.
Investors," "Notice to Certain European Investors," "Plan of Distribution" and "Transfer Restrictions"
elsewhere in this offering memorandum. You must comply with all applicable laws and regulations in force in
any jurisdiction in which you purchase, offer or sell the Notes or possess or distribute this offering memorandum
and must obtain any consent, approval or permission required for your purchase, offer or sale of the Notes under
the laws and regulations in force in any jurisdiction to which you are subject or in which you make such
purchases, offers or sales. We are not, and the Initial Purchasers are not, making an offer to sell the Notes or a
solicitation of an offer to buy any of the Notes to any person in any jurisdiction except where such an offer or
solicitation is permitted.
STABILIZATION
IN CONNECTION WITH THIS OFFERING, UBS EUROPE SE (THE "STABILIZING
MANAGER") (OR AFFILIATES ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY
OVER-ALLOT
ii


NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR AFFILIATES
ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE STABILIZING
ACTION. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND
MUST BE BROUGHT TO AN END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS
AFTER THE ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES.
NOTICE TO U.S. INVESTORS
In making your purchase, you will be deemed to have made certain acknowledgments, representations and
agreements that are described in this offering memorandum. See "Transfer Restrictions." This offering
memorandum is being provided to a limited number of investors in the United States that the Issuer reasonably
believes to be qualified institutional buyers ("QIBs") under Rule 144A for use solely in connection with their
consideration of the purchase of the Notes. Its use for any other purpose in the United States is not authorized. It
may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed to
anyone other than the prospective investors to whom it is originally submitted.
For this Offering, the Issuer and the Initial Purchasers are relying upon exemptions from registration under the
U.S. Securities Act for offers and sales of securities which do not involve a public offering, including Rule 144A
under the Securities Act. Prospective investors are hereby notified that sellers of the Notes may be relying on the
exemption from the provision of Section 5 of the U.S. Securities Act provided by Rule 144A. The Notes are
subject to restrictions on transferability and resale. Purchasers of the Notes may not transfer or resell the Notes
except as permitted under the U.S. Securities Act and applicable U.S. state securities laws. The Notes described
in this offering memorandum have not been registered with, recommended by or approved by the SEC, any state
securities commission in the United States or any other securities commission or regulatory authority, nor has the
SEC, any state securities commission in the United States or any such securities commission or authority passed
upon the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal
offense. See "Transfer Restrictions."
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC IN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER,
SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE
PUBLIC.
NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
This offering memorandum has been prepared on the basis that all offers of the Notes will be made pursuant to
an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of the
Notes. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended and
superseded), and includes any relevant implementing measure in each member state ("EU Member State") of
the European Economic Area (the "EEA"). Accordingly, any person making or intending to make any offer
within the EEA of the Notes should only do so in circumstances in which no obligation arises for us or the Initial
Purchasers to produce a prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor do
authorize, the making of any offer of Notes through any financial intermediary, other than offers made by the
Initial Purchasers, which constitute the final placement of the Notes contemplated in this offering memorandum.
Prohibition of offers to EEA retail 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 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"); (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. 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
iii


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. For the purposes
of this section, the expression an "offer of Notes to the public" in relation to any Notes in any EU Member State
means the communication in any form and by any means of sufficient information on the terms of the offer and
the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may
be varied in that EU Member State by any measure implementing the Prospectus Regulation in that EU Member
State.
Professional investors and ECPs only target market
Professional investors and ECPs (as defined below) only target market: Solely for the purposes of the product
approval process each manufacturers', 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 ("ECPs") and professional clients
only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to ECPs 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, and without prejudice to
our obligations in accordance with MiFID II, 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 manufacturers' target
market assessment) and determining appropriate distribution channels.
Italy
The offering of the Notes has not been cleared by Commissione Nazionale per le Società e la Borsa, the Italian
Securities Exchange Commission ("CONSOB") pursuant to Italian securities legislation and, accordingly, no
Notes may be offered, sold or delivered, directly or indirectly, nor may copies of this offering memorandum or
any other offering circular, prospectus, form of application, advertisement, other offering material or other
information or document relating to the Issuer, or the Notes be issued, distributed or published in Italy, either on
the primary or on the secondary market, except:
(i)
to qualified investors (investitori qualificati), as defined by Article 2, paragraph (e) of the Prospectus
Regulation; or
(ii) in other circumstances which are exempted from the rules on public offerings pursuant to Article 1 of the
Prospectus Regulation, Article 34-ter of CONSOB Regulation No. 11971 of May 14, 1999, as amended
from time to time ("Regulation No. 11971"), and the applicable Italian laws.
Any offer, sale or delivery of the Notes or distribution of copies of this offering memorandum or any other
document relating to the Notes in Italy under (i) or (ii) above must be:
(a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the
Republic of Italy in accordance with the Legislative Decree No. 58 of February 24, 1998, as amended (the
"Financial Services Act"), CONSOB Regulation No. 20307 of 15 February 2018, as amended
("Regulation No. 20307") and Legislative Decree No. 385 of September 1, 1993, as amended (the
"Banking Act"); and
(b) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB, the
Bank of Italy (including the reporting requirements, where applicable, pursuant to Article 129 of the
Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time) and/or
any other Italian authority.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the Notes by such
investor occurs in compliance with applicable laws and regulations.
Grand Duchy of Luxembourg
The offering of the Notes should not be considered a public offering of securities in the Grand Duchy of
Luxembourg. This Offering Memorandum may not be reproduced or used for any other purpose than the offering
of the Notes nor provided to any person other than the recipient thereof. The Notes are offered to a limited
number of sophisticated investors in all cases under circumstances designed to preclude a distribution, which
would be other than a private placement. All public solicitations are banned and the sale may not be publicly
advertised.
The Notes may not be offered or sold to the public within the territory of the Grand Duchy of Luxembourg
unless: (a) the offer is made to "qualified investors" as described in points (1) to (4) of Section I of Annex II to
MiFID II, and persons or entities who are, on request, treated as professional clients in accordance with
iv


Section II of that Annex, or recognized as eligible counterparties in accordance with Article 30 of MiFID II
unless they have entered into an agreement to be treated as non-professional clients in accordance with the fourth
paragraph of Section I of that Annex; or; (b) the offer of the Notes benefits from an exemption from, or
constitutes a transaction not subject to, the requirement to publish a prospectus pursuant to the Luxembourg law
dated July 16, 2019 on prospectuses for securities, which has implemented into Luxembourg law the Regulation
(EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be
published when securities are offered to the public or admitted to trading on a regulated market.
Switzerland
The Notes may not be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither
this offering memorandum nor any other offering or marketing material relating to the Notes constitutes a
prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of
Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange Ltd., and
neither this offering memorandum nor any other offering or marketing material relating to the Notes may be
publicly distributed or otherwise made publicly available in Switzerland.
United Kingdom
This offering memorandum is for distribution only to, and is only directed at, persons who (i) have professional
experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the "Financial Promotion Order"), (ii) are
persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of
the Financial Promotion Order, (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
cause 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. The Notes are being offered solely to
"qualified investors" as defined in the Prospectus Regulation and accordingly the offer of Notes is not subject to
the obligation to publish a prospectus within the meaning of the Prospectus Regulation.
v


CERTAIN DEFINITIONS
Unless otherwise specified or the context requires otherwise, in this offering memorandum:
·
"Banca 5" refers to Banca 5 S.p.A., an entity incorporated under the laws of Italy;
·
"Banca 5 DPP" refers to the 186.0 million deferred purchase price consideration owed to Banca 5 in
connection with the Gallo Investment as further described under "Summary--The Transactions";
·
"Banca 5 Payments Business" refers to (a) the business of Banca 5 consisting of, inter alia, assets, contracts
and legal relationships through which Banca 5 carries out its payment services and services ancillary
thereto; and (b) the business of Banca 5 consisting of, inter alia, assets, contracts and legal relationships
pertaining to the performance of services relating to telephone top-ups being contributed, in each case, to the
NewCos;
·
"Banking
Products
and
Services"
refers
to
business-to-business,
business-to-consumer
and
business-to-business-to-consumer products and services, including cash withdrawals and deposits, credit
transfers, personal loans and bank accounts;
·
"CAGR" refers to compound annual growth rate;
·
"Clearstream" refers to Clearstream Banking S.A. or any successor thereof;
·
"Completion Date" refers to the date on which the Gallo Investment is completed;
·
"Contribution Agreement" refers to the agreement between the Issuer and Sisal Group S.p.A., pursuant to
which Sisal Group S.p.A. will be required to, among other things, fund the Issuer with interest accrued and
additional amounts, if any, from the Issue Date to a special mandatory redemption date;
·
"CVC" refers to CVC Capital Partners SICAV-FIS S.A., and its subsidiaries and CVC Capital Partners
Advisory Group Holding Foundation and its subsidiaries;
·
"CVC Fund VI" refers to CVC Capital Partners VI (A) L.P., CVC Capital Partners VI (B) L.P., CVC Capital
Partners VI (C) L.P., CVC Capital Partners VI (D) S.L.P., CVC Capital Partners VI Associates L.P. and
CVC Capital Partners Investment Europe VI L.P.;
·
"Escrow Account" refers to an escrow account, which will be held in the name of the Issuer, but controlled
by the Escrow Agent, into which the Initial Purchasers will deposit the gross proceeds of the offering of the
Notes on the Issue Date pursuant to the Escrow Agreement, if the Offering closes prior to the consummation
of the Gallo Investment. The Escrow Account will be pledged as collateral to secure the Notes. See
"Description of the Notes--Escrow of Proceeds; Special Mandatory Redemption";
·
"Escrow Agent" refers to Deutsche Bank AG, London Branch;
·
"Escrow Agreement" refers to the escrow agreement dated on or about the Issue Date among the Issuer, the
Trustee and the Escrow Agent relating to the deposit of the gross proceeds of the Offering of the Notes in
the Escrow Account. See "Description of the Notes--Escrow of Proceeds; Special Mandatory Redemption";
·
"Escrow Longstop Date" means May 30, 2020;
·
"Euroclear" refers to Euroclear Bank SA/NV or any successor thereof;
·
"EU" refers to the European Union;
·
"euro," "EUR" and "" refers to the lawful currency of the European Monetary Union;
·
"Exchange Act" refers to the U.S. Securities Exchange Act of 1934, as amended;
·
"Gallo Investment" refers to the creation of the SisalPay Group, pursuant to the Gallo Investment
Agreement, as further described under "Summary--The Transactions";
·
"Gallo Investment Agreement" refers to the investment agreement dated as of July 30, 2019, as amended on
October 8, 2019 and on October 23, 2019, by and among Sisal Group S.p.A., Banca 5 S.p.A., Sisal S.p.A.
and Sisal Point S.p.A., as further described under "Summary--The Transactions";
·
"Guarantors" refers to any future Guarantor described under "Description of the Notes--Guarantees";
·
"IFRS" refers to International Financial Reporting Standards as adopted by the European Union;
·
"Indenture" refers to the indenture governing the Notes to be dated the Issue Date by and among, inter
alios, the Issuer, the Trustee and the Security Agent;
·
"Initial Purchasers" refers to, collectively, UBS Europe SE, Banca IMI S.p.A, BNP Paribas, Deutsche Bank
AG, London Branch, HSBC Bank plc and Nomura International plc;
vi


·
"Issue Date" refers to December 17, 2019, the date of original issuance of the Notes;
·
"Issuer" refers to Sisal Pay S.p.A. (to be subsequently renamed SisalPay Group S.p.A.), a joint stock
company (società per azioni) established under the laws of Italy;
·
"Intesa Sanpaolo" refers to Intesa Sanpaolo S.p.A., an entity incorporated under the laws of Italy;
·
"Intercreditor Agreement" refers to the intercreditor agreement to be entered into on or about the Issue Date,
by and among, inter alios, the Issuer, the Trustee, BNP Paribas Italian Branch, as security agent under the
Revolving Credit Facility and certain lenders and arrangers under the Revolving Credit Facility;
·
"Merchant Services" refers to business-to-business hardware and software offerings to manage point of sale
activities, including terminal maintenance, invoicing and tax compliance and working capital management;
·
"NewCos" refers, collectively, to PayCo and TelCo.
·
"Notes" refers to the 530.0 million in aggregate principal amount of senior secured floating rate notes due
2026 offered hereby;
·
"Notes Collateral" has the meaning given to such term under "Summary--Summary Corporate and
Financing Structure";
·
"Notes Guarantee" refers to any future guarantees of the Notes by a Guarantor;
·
"Notes Issue Date Collateral" has the meaning given to such term under "Summary--The Offering--
Summary Corporate and Financing Structure";
·
"Offering" refers to the offering of the Notes hereby;
·
"Osservatorio PoliMi" refers to Osservatorio Innovative Payments del Politecnico di Milano;
·
"Payments Products and Services" refers to (1) bills payments, (2) the issuance and top-up of prepaid debit
cards and (3) telco top-ups, including, mobile phones, pay-for-view TV cards, and e-commerce accounts;
·
"PayCo" refers to SisalPay S.p.A. (formerly, QUI! Financial Services S.p.A.);
·
"Revolving Credit Facility" refers to the 92.5 million revolving credit facility to be made available to the
Issuer pursuant to the Revolving Credit Facility Agreement, which is described in more detail in
"Description of Certain Financing Arrangements--Revolving Credit Facility";
·
"Revolving Credit Facility Agreement" refers to the 92.5 million revolving credit facility agreement to be
entered into on or prior to the Issue Date between, inter alios, the Issuer and BNP Paribas Italian Branch, as
agent, which is described in more detail in "Description of Certain Financing Arrangements--Revolving
Credit Facility";
·
"Security Agent" refers to BNP Paribas Italian Branch, as security agent under the Indenture, the
Intercreditor
Agreement
and
the
Revolving
Credit
Facility
Agreement
and
as
representative
(rappresentante) of the holders of the Notes pursuant to and for the purposes set forth under article 2414-
bis, paragraph 3, of the Italian Civil Code;
·
"Sisal" means Sisal S.p.A.;
·
"Sisal Point" means Sisal Point S.p.A.;
·
"Sisal Group" means Sisal Group S.p.A.;
·
"Sisal Group DPP" refers to refers to the 100.0 million deferred purchase price consideration owed to Sisal
Group in connection with the Gallo Investment as further described under "Summary--The Transactions";
·
"Sisal Payments Business" or "SisalPay" refers to (a) the business comprising the segregated assets through
which the Sisal Group carries out the activity of payment services and services ancillary thereto, as well as
other contracts and legal relationships of the Sisal Group pertaining to such activities and services; and
(b) the business of Sisal and Sisal Point consisting of, inter alia, assets, contracts and legal relationships
pertaining to the performance of payment services and telephone top-ups being contributed, in each case, to
the NewCos;
·
"SisalPay Group" refers to the corporate partnership in payment services formed by contributing the Sisal
Payments Business and the Banca 5 Payments Business as further described under "Summary--The
Transactions". References to "SisalPay Group," "we," "us" or "our" refer to the Issuer and its consolidated
subsidiaries from time to time, and, after the Completion Date includes (1) the NewCos and (2) both the
Sisal Payments Business and the Banca 5 Payments Business, which are also referred to collectively herein
vii


as the "combined business." Such references throughout this offering memorandum reflect, and assume, the
completion of the Gallo Investment, and therefore includes both the Sisal Payments Business and the Banca
5 Payments Business;
·
"SG2" refers to a newly incorporated company resulting from the demerger of Sisal Group as described in
"Summary--The Transactions--The Gallo Investment";
·
"TelCo" refers to Sisal Pay Servizi S.p.A. (to be subsequently renamed SisalPay Servizi S.p.A.);
·
"Transactions" has the meaning given to such term under "Summary--The Transactions";
·
"Trustee" refers to The Law Debenture Trust Corporation p.l.c., in its capacity as trustee, legal
representative
(mandatario
con
rappresentanza)
under
the
Indenture,
common
representative
(rappresentante comune) of the holders of the Notes pursuant to Articles 2417 and 2418 of the Italian Civil
Code;
·
"turnover" refers to the total amount of payments received from customers;
·
"United States" or the "U.S." refers to the United States of America; and
·
"U.S. Securities Act" refers to the U.S. Securities Act of 1933, as amended.
viii


Document Outline