Obligation eDreams Odigeo 5.5% ( XS2423013742 ) en EUR

eDreams Odigeo

100 % ▲

Espagne

XS2423013742 ( en EUR )

5.5% par an ( paiement semestriel )

14/07/2027

Prospectus brochure de l'obligation EDreams ODIGEO XS2423013742 en EUR 5.5%, échéance 14/07/2027

100 000 EUR

375 000 000 EUR

15/07/2025 ( Dans 67 jours )

eDreams ODIGEO est une société de méta-search et de réservation de voyages en ligne, offrant une plateforme pour comparer et réserver des vols, hôtels et autres services de voyage.

L'Obligation émise par eDreams Odigeo ( Espagne ) , en EUR, avec le code ISIN XS2423013742, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2027

Listing
Particulars
Not for General Circulation
in the United States
eDreams ODIGEO S.A.
375,000,000 5.50% Senior Secured Notes due 2027
guaranteed by
certain of its subsidiaries
eDreams ODIGEO S.A. ("we," "us," the "Issuer" or the "Company") issued 375,000,000 aggregate principal amount of % Senior Secured Notes due 2027 (the
"Notes") pursuant to an indenture (the "Indenture") to be dated as of February 2, 2022 (the "Issue Date"). The Notes will mature on July 15 , 2027.
The Notes will bear interest at a rate of 5.50% per annum, paid semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15,
2022. Prior to January 15, 2024, we may redeem the Notes in whole or in part at any time by paying a "make whole" premium. We may redeem the Notes in
whole or in part at any time on or after January 15, 2024, at the redemption prices set forth in this Offering Memorandum, plus accrued and unpaid interest to, but
not including, the redemption date. In addition, at any time prior to January 15, 2024, we may redeem at our option up to 40% of the aggregate principal amount
of Notes with the net cash proceeds from certain equity offerings at the redemption price set forth in this Offering Memorandum, if at least 60% of the aggregate
principal amount of Notes issued under the Indenture remain outstanding after the redemption. In addition, at any time prior to January 15, 2024, we may redeem
during each twelve-month period beginning with the Issue Date up to 10% of the original aggregate principal amount of the Notes (including the aggregate principal
amount of any additional Notes issued) at a redemption price equal to 103% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to,
but not including, the redemption date.
Additionally, we may redeem all of the Notes, at any time, at a price equal to the principal amount thereof plus accrued and unpaid interest, if any, and additional
amounts, if any, upon the occurrence of certain changes in applicable tax law. Upon the occurrence of certain events constituting a "change of control," we may
be required to make an offer to repurchase the Notes at 101% of the principal amount redeemed, plus accrued and unpaid interest, if any, and additional amounts,
if any.
The Notes will be secured by security interests granted on a first-priority basis (but any distribution of the proceeds from the enforcement thereof will be contractually
junior to the lenders under the Super Senior Credit Facilities (as defined herein) and the counterparties under certain hedging obligations) over (x) the issued share
capital of Opodo Limited ("Opodo") by the Issuer or over the issued share capital of the direct Subsidiary (as defined herein) of the Issuer (other than Opodo), as
applicable, and (y) any Loan Receivables (as defined herein) by the Issuer. In addition, certain of the Issuer's subsidiaries jointly and severally guarantee the
Notes (the "Guarantees"). See "Description of the Notes--Security--The Collateral." Local laws may limit your rights to enforce certain guarantees, and, in
addition, your rights with respect to the Notes and the Guarantees will be subject to the Intercreditor Agreement (as defined herein).
The proceeds from the issuance of the Notes will be used, together with the proceeds of the Capital Increase (as defined herein), to fund the redemption of
the outstanding 2023 Notes (as defined herein), to pay any commissions, fees and expenses (including early redemption premia) in connection with the
Refinancing Transaction (as defined herein), and for general corporate purposes. We intend to redeem or satisfy and discharge the 2023 Notes, in accordance
with the terms and conditions set forth in the indenture governing the 2023 Notes. See "Use of Proceeds." This Offering Memorandum is not a notice of
redemption in respect of the 2023 Notes.
There is currently no public market for the Notes. We have applied for the Notes to be admitted to the Official List of the Luxembourg Stock Exchange ("LxSE") for
trading on the Euro MTF Market of the LxSE ("Euro MTF"). There are no assurances that the Notes will remain, listed and admitted to trade on the Euro MTF.
This Offering Memorandum includes information on the terms of the Notes, including redemption and repurchase prices, covenants and transfer restrictions and
constitutes a prospectus for purposes of Part IV of the Luxembourg Law on prospectuses for securities dated July 16, 2019.
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 33.
Issue Price: 100% of principal
plus accrued interest, if any, from the Issue Date.
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. federal or state securities laws or the securities laws of any other jurisdiction and may
not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933
("Regulation S"), as amended (the "Securities Act")), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act. Accordingly, the Initial Purchasers named below are offering the Notes only to "qualified institutional buyers" ("QIBs"), as defined in Rule 144A
under the Securities Act ("Rule 144A"), in reliance on Rule 144A, and to persons outside the U.S. in reliance on Regulation S. See "Notice to Investors" and
"Transfer Restrictions" for further details about eligible offerees and resale restrictions.
The Notes were issued in registered form in denominations of 100,000 and integral multiples of 1,000 in excess thereof and are only transferable in
minimum principal amounts of 100,000 and integral multiples of 1,000 in excess thereof. The Notes were represented on issue by global Notes, which were
delivered through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream") on the Issue Date.
Joint Global Coordinators
Deutsche Bank
Barclays
Santander
Joint Bookrunners
BBVA
Morgan Stanley
Société Générale
Co-Lead Manager
CaixaBank
The date of this Offering Memorandum is February 2, 2022.

TABLE OF CONTENTS

PAGE
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Use of Terms and Conventions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xii
Presentation of Financial and Other Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xiv
Exchange Rate and Currency Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xix
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
The Refinancing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Summary Consolidated Financial Information and Other Data . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
Selected Consolidated Financial Information and Other Data . . . . . . . . . . . . . . . . . . . . . . . . . .
72
Management's Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
118
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
167
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
173
Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
174
Description of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
176
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
185
Limitations on Validity and Enforceability of the Guarantees and Security Interests . . . . . . . . . .
249
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
310
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
313
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
320
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
323
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
326
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
327
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
328
Enforceability of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
329
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
336
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
Annex A: Super Senior Credit Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-i
Annex B: Intercreditor Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B-i
Annex C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
C-i

i

NOTICE TO INVESTORS
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR
ANY STATE SECURITIES LAWS AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE
OFFERED OR SOLD IN THE U.S. OR TO U.S. PERSONS. SEE "PLAN OF DISTRIBUTION" AND
"TRANSFER RESTRICTIONS." INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLER OF ANY SECURITY
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A.
No dealer, salesperson or other person has been authorized to give any information or to make any
representation not contained in this Offering Memorandum and, if given or made, any such information or
representation must not be relied upon as having been authorized by us, any of our affiliates or the Initial
Purchasers or their respective affiliates. This Offering Memorandum does not constitute an offer of any
securities other than those to which it relates or an offer to sell, or a solicitation of an offer to buy, to any
person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this
Offering Memorandum nor any sale made under it shall, under any circumstances, create any implication
that there has been no change in our affairs or certain of our subsidiaries since the date of this Offering
Memorandum or that the information contained in this Offering Memorandum is correct as of any time
subsequent to that date.
By receiving this Offering Memorandum, investors acknowledge that they have had an opportunity to
request for review, and have received, all additional information they deem necessary to verify the
accuracy and completeness of the information contained in this Offering Memorandum. Investors also
acknowledge that they have not relied on the Initial Purchasers in connection with their investigation of
the accuracy of this information or their decision whether to invest in the Notes.
The contents of this Offering Memorandum are not to be considered legal, business, financial, investment,
tax or other advice. Prospective investors should consult their own counsel, accountants and other
advisors as to legal, business, financial, investment, tax and other aspects of a purchase of the Notes. In
making an investment decision, investors must rely on their own examination of us and our affiliates, the
terms of the offering of the Notes and the merits and risks involved.
This issuance was made in reliance upon exemptions from registration under the Securities Act for an
offer and sale of securities that does not involve a public offering. The Notes are subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under the Securities
Act and applicable securities laws of any other jurisdiction pursuant to registration or exemption therefrom.
If you purchase the Notes, you will be deemed to have made certain acknowledgments, representations
and warranties as detailed under "Transfer Restrictions." The Notes have not been and will not be
registered with, recommended by or approved by the U.S. Securities and Exchange Commission (the
"SEC") or any other U.S. federal, state or foreign securities commission or regulatory authority, nor has
the SEC or any such commission or regulatory authority reviewed or passed upon the accuracy or
adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offense in the
United States.
We have applied for the Notes to be admitted to the Official List of the LxSE for trading on the Euro MTF.
In the course of any review of the relevant listing particulars by the competent authority, we may be
requested to make changes to the financial and other information included in this Offering Memorandum.
We may also be required to update the information in this Offering Memorandum and update the
relevant listing particulars to reflect changes in our business, financial condition or results of operations
and prospects. The application to have the Notes admitted to the Official List of the LxSE for trading on the
Euro MTF will not be approved as of the Issue Date. Settlement of the Notes is not conditioned on
obtaining this listing.
The Initial Purchasers and Deutsche Trustee Company Limited (the "Trustee") make no representations
or warranties, express or implied, as to the accuracy or completeness of the information contained in this
Offering Memorandum. Nothing contained in this Offering Memorandum is, or shall be relied upon as, a
promise or representation by the Initial Purchasers of the Trustee as to the past or future.

ii

We have prepared this Offering Memorandum solely for use in connection with the offer of the Notes to
QIBs under Rule 144A and to non-U.S. persons (within the meaning of Regulation S) outside the United
States under Regulation S. You agree that you will hold the information contained in this Offering
Memorandum and the transactions contemplated hereby in confidence. You may not distribute this
Offering Memorandum to any person, other than a person retained to advise you in connection with the
purchase of any Notes.
We reserve the right to withdraw the offering of the Notes at any time. We and the Initial Purchasers
reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or for no
reason and to allot to any prospective purchaser less than the full amount of the Notes sought by such
purchaser. The Initial Purchasers and certain related entities may acquire a portion of the Notes for their
own account.
The laws of certain jurisdictions may restrict the distribution of this Offering Memorandum and the offer
and sale of the Notes. Persons into whose possession this Offering Memorandum or any of the Notes
come must inform themselves about, and observe, any such restrictions. Neither we, the Initial
Purchasers, the Trustee nor their respective representatives are making any representation to any offeree
or any purchaser of the Notes regarding the legality of any investment in the Notes by such offeree or
purchaser under applicable investment or similar laws or regulations. For a further description of certain
restrictions on the offering and sale of the Notes and the distribution of this Offering Memorandum, see
"Notice to Investors in the European Economic Area," "Notice to Certain Other Investors" and "Transfer
Restrictions."
To purchase the Notes, investors must comply with all applicable laws and regulations in force in any
jurisdiction in which investors purchase, offer or sell the Notes or possess or distribute this Offering
Memorandum. Investors must also obtain any consent, approval or permission required by such
jurisdiction for investors to purchase, offer or sell any of the Notes under the laws and regulations in force
in any jurisdiction to which investors are subject. Neither we, nor our affiliates, the Trustee or the Initial
Purchasers or their respective affiliates will have any responsibility therefor.
No action has been taken by the Initial Purchasers, us or any other person that would permit an offering
of the Notes or the circulation or distribution of this Offering Memorandum or any offering material in
relation to us or our affiliates or the Notes in any country or jurisdiction where action for that purpose is
required.
The Notes were issued in fully registered form, in denominations of 100,000 and integral multiples of
1,000 in excess thereof. Notes sold to QIBs in reliance on Rule 144A will initially be represented by
one or more global Notes in registered form without interest coupons attached (the "Rule 144A Global
Notes"). Notes sold to non-U.S. persons outside the U.S. in reliance on Regulation S will be represented
by one or more global Notes in registered form without interest coupons attached (the "Regulation S
Global Notes" and, together with the Rule 144A Global Notes, the "Global Notes"). The Global Notes
representing the Notes were deposited, on the Issue Date, with, or on behalf of, a common depositary
for the accounts of Euroclear and Clearstream and registered in the name of the nominee of the common
depositary. Prior to the date that is 40 days after the later of the commencement of the offering or the
Issue Date, beneficial interests in a Regulation S Global Note may not be able to be offered, sold or
delivered to, or for the account or benefit of, U.S. persons pursuant to restrictions under the U.S. federal
securities laws. See "Book-Entry, Delivery and Form."
We accept responsibility for the information contained in this Offering Memorandum. To the best of our
knowledge and belief (having taken reasonable care to ensure that such is the case), the information
contained in this Offering Memorandum is in accordance with the facts in all material respects and does
not omit anything likely to affect the import of such information in any material respect. We accept
responsibility accordingly.
Prospective investors should rely only on the information contained in the Offering Memorandum. Neither
we nor the Initial Purchasers have authorized anyone to provide prospective investors with different
information, and prospective investors should not rely on any such information. Neither we, the
Guarantors nor the Initial Purchasers are making an offer of these Notes in any jurisdiction where this
offer is not permitted. Prospective investors 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 may only be used for the purposes for which it has been
prepared.

iii

IN CONNECTION WITH THIS ISSUE, DEUTSCHE BANK AKTIENGESELLSCHAFT (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 FOR A LIMITED PERIOD AFTER THE ISSUE DATE. HOWEVER, THERE IS
NO OBLIGATION ON THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGER) TO UNDERTAKE SUCH ACTION. SUCH STABILIZING ACTION MAY
BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS
OF THE OFFER OF THE NOTES TAKES PLACE AND, IF BEGUN, MAY BE DISCONTINUED AT ANY
TIME BUT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF
THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY
STABILIZING ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. FOR A DESCRIPTION OF
THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."

NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This Offering Memorandum has been prepared on the basis that all offers of the Notes in member states
("Member States") of the European Economic Area (the "EEA") will be made pursuant to an exemption
under Regulation (EU) 2017/1129 (the "Prospectus Regulation"), from the requirement to produce and
publish a prospectus for offers of the Notes. 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 obligations arise for us
or any of the Initial Purchasers to produce a prospectus for such offer. Neither we nor the Initial
Purchasers have authorized, nor do we or they authorize, the making of any offer of Notes through any
financial intermediary, other than offers made by the Initial Purchasers, which constitute a final placement
of the Notes contemplated in this Offering Memorandum.
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"); or (ii) a customer within the meaning of Directive 2002/92/EC, as
amended (the "Insurance Mediation Directive"), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document
required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling
the Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
Solely for the purposes of each manufacturer's product approval process, the target market assessment
in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration
the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.

NOTICE TO CERTAIN OTHER INVESTORS
Spain
Neither this Offering Memorandum, the Notes nor the Offering have been approved by or registered with
the Comisión Nacional del Mercado de Valores and therefore the Notes shall not be offered or sold or
distributed to persons in Spain except in circumstances which are exempt from the publication of a
prospectus under Article 1.4 of the Prospectus Regulation. The Notes will only be offered in Spain to
qualified investors as this term is defined under Article 2 (e) of the Prospectus Regulation.

United Kingdom
This Offering Memorandum is for distribution only to, and is directed solely at, persons who (i) are outside
the United Kingdom (the "UK"), (ii) are investment professionals, as such term is defined in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the

iv

"Financial Promotion Order"), (iii) are persons falling within Articles 49(2)(a) to (d) of the Financial
Promotion Order or (iv) are persons to whom an invitation or inducement to engage in investment banking
activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA"))
in connection with the issue or sale of any Notes may otherwise be lawfully 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 Offering Memorandum
relates is available only to relevant persons and will be engaged in only with relevant persons. Any
person who is not a relevant person should not act or rely on this Offering Memorandum or any of its
contents.
The Notes are not intended to be offered, sold or otherwise made available to any retail investor in the
UK. For these purposes, the expression "retail investor" means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of the
domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, the
"EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations
made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of the domestic law of the UK by virtue of the EUWA. Consequently no key information document required
by Regulation (EU) No 1286/2014 as it forms part of the domestic law of the UK by virtue of the EUWA
(as amended, the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
Each Initial Purchaser has represented and agreed that (a) it has only communicated or caused to be
communicated and will only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection
with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to
us or the Guarantors; and (b) it has complied and will comply with all applicable provisions of the FSMA
with respect to anything done by it in relation to the Notes in, from or otherwise involving the United
Kingdom.

France
This Offering Memorandum has not been prepared in the context of a public offering of financial securities
in France 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 "AMF") and therefore has
not been and will not be submitted for clearance to the AMF. Consequently, the Notes are not being
offered, directly or indirectly, to the public in France and this Offering Memorandum has not been and will
not be released, issued or distributed or caused to be released, issued or distributed to the public in
France. Offers, sales and distributions of the Notes in France will be made only to qualified investors
(investisseurs qualifiés) acting for their own accounts or to a closed circle of investors (cercle restreint
d'investisseurs) acting for their own accounts or to providers of the investment service of portfolio
management for the account of third parties (personnes fournissant le service d'investissement de gestion
de portefeuille pour le compte de tiers) as defined in, and in accordance with, Articles L.411-2 and D.411-1
to D.411-4, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier. The Notes may
only be offered, directly or indirectly, to the public in France, 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.

The Netherlands
For selling restrictions in respect of the Netherlands, see "Notice to Investors in the European Economic
Area" above and in addition:
Each Initial Purchaser has represented and agreed that it will not make an offer of the Notes which are the
subject of the offering contemplated by this Offering Memorandum to the public in the Netherlands in
reliance on Article 3(2) of the Prospectus Directive unless such offer is made exclusively to legal entities
which are qualified investors (as defined in the Dutch Financial Markets Supervision Act (Wet op het
financieel toezicht, the "NLFMSA")) in the Netherlands.
For the purposes of this provision, the expressions (i) an "offer of the Notes to the public" in relation to any
Notes in the Netherlands; and (ii) "Prospectus Directive," have the meanings given to them above in the
paragraph headed "Notice to Investors in the European Economic Area."

v

Republic of Italy
The offering of the Notes has not been registered with the Commissione Nazionale per le Società e la
Borsa ("CONSOB") pursuant to Italian securities legislation and, accordingly, no Notes may be offered,
sold or delivered, 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 defined pursuant to Article 100 of Legislative Decree
No. 58 of 24 February, 1998, as amended (the "Italian Financial Services Act") and Article 34-ter, first
paragraph, letter b) of CONSOB Regulation No. 11971 of 14 May, 1999, as amended from time to
time (the "Regulation No. 11971"); or
(b) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100
of the Italian Financial Services Act and Article 34-ter of Regulation No. 11971.
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 under (a) or (b) above must be: (i) made by
an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of
Italy in accordance with the Italian Financial Services Act, CONSOB Regulation No. 20307 of 15
February 2021 and Legislative Decree No. 385 of 1 September 1993 (the "Italian Banking Act") (in each
case as amended from time to time); (ii) in compliance with Article 129 of the Italian Banking Act, pursuant
to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of
Italy and the relevant implementing guidelines of the Bank of Italy issued on 25 August 2015 (as amended
on 10 August 2016); and (iii) in compliance with any other applicable laws and regulations or requirement
imposed by CONSOB or any other Italian authority.

vi

USE OF TERMS AND CONVENTIONS
In this Offering Memorandum, unless otherwise specified or the context otherwise requires:
· "2020 Consolidated Financial Statements" refers to the audited consolidated financial statements for
the Company as of and for the year ended March 31, 2020, containing comparative financial information
as of and for the year ended March 31, 2019, including the notes thereto;
· "2021 Consolidated Financial Statements" refers to the audited consolidated financial statements for
the Company as of and for the year ended March 31, 2021, containing comparative financial information
as of and for the year ended March 31, 2020, including the notes thereto;
· "2023 Notes Indenture" refers to the Indenture governing the 2023 Notes dated September 25, 2018,
by and among, inter alios, the Company and the Trustee as amended and supplemented from time to
time;
· "2021 Notes" refers to the 7.50% Senior Secured Notes due 2021 issued by a wholly owned subsidiary
of eDreams ODIGEO on January 31, 2013 and discharged in full on October 4, 2016;
· "2023 Notes" refers to our 425,000,000 5.50% Senior Secured Notes due 2023, issued on
September 25, 2018, under the 2023 Notes Indenture;
· "AdWords" refers to Google's advertising service for businesses wanting to display ads on Google and
its advertising network;
· "Affiliate" refers to any person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified person. For purposes of this definition, "control," as used with
respect to any person, means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such person, whether through the ownership of voting
securities, by agreement or otherwise;
· "Amadeus" refers to Amadeus IT Group, S.A.;
· "ARC" refers to the Airlines Reporting Corporation, Arlington, Virginia;
· "Ardian" refers to Ardian France S.A. (formerly known as AXA Investment Managers Private Equity
Europe);
· "Ardian Funds" refers to funds advised or managed by Ardian;
· "Ardian Vehicles" refers to AXA LBO Fund IV FCPR, AXA LBO Fund IV Supplementary FCPR and
AXA Co-Investment Fund III L.P.;
· "Board of Directors" refers to our board of directors, as referred to in "Management and Board of
Directors";
· "BSP" refers to a billing and settlement plan;
· "BudgetPlaces" refers to, collectively, Tierrabella Invest, S.L., a company organized under the laws of
the Kingdom of Spain, having its registered office at Calle López de Hoyos 35, 2, 28002, Madrid,
Spain, and registered with the Mercantile Registry of Barcelona under number B 65440638, and its
subsidiary, Engrande, S.L., and, where the context requires, the brands allocated with such entities;
· "Bylaws" refers to our bylaws (estatutos sociales), as amended from time to time;
· "CGU" refers to cash generating units;
· "Capital Increase" refers to the capital increase we announced on January 12, 2022 and pursuant to
which we sold 8,823,529 newly-issued ordinary shares (with a nominal value of 0.10 euros each) at a
price of 8.50 per ordinary share resulting in aggregate gross proceeds to us in an amount of
approximately 75.0 million;
· "Combination" refers to the combination of the eDreams Group with the GoVoyages Group and the
Opodo Group to form eDreams ODIGEO, which was achieved through a contribution to eDreams
ODIGEO of the eDreams Group by the Permira Funds and the GoVoyages Group by the Ardian Funds
in exchange for shares of eDreams ODIGEO and the acquisition by a wholly owned subsidiary of
eDreams ODIGEO of 100% of the share capital of Opodo from Amadeus effective June 30, 2011;
· "Company" refers to eDreams ODIGEO S.A.;

vii

· "Consolidated Financial Statements" refers to the 2020 Consolidated Financial Statements and the
2021 Consolidated Financial Statements, collectively;
· "CRM" refers to customer relationship management;
· "CSM" or "CEO Staff Member" refers to each of the Chief Executive Officer, the Chief Operating Officer,
the Chief Trading Officer, the Chief Marketing Officer, the Chief Financial Officer, the Chief People
Officer, the Chief Technology Officer, the Chief Retail and Product Officer and the Chief Vacation
Products Officer;
· "Direct Connect" and "Direct Connects" refer to the proprietary technology we use to distribute certain
network and low-cost carrier flight products (and, where the context requires, such flight products) by
either connecting customers directly to an airline's proprietary inventory platform that we can access
under a formal agreement or by facilitating customers to book via an airline's public access website, in
each case, without the intermediation of a GDS;
· "Director" refers to a member of the Board of Directors;
· "Dynamic Packages" refers to dynamically priced packages consisting of a flight product, a hotel
booking and/or other ancillary travel products that travelers customize based on their individual
specifications by combining select products from different travel suppliers through us;
· "eDreams" and "eDreams Group" refer to eDreams Inc., a corporation incorporated under the laws of
the State of Delaware on January 28, 1999, having its registered office at 1209 Orange Street,
Wilmington, DE, 19801, United States, and its subsidiaries, and, where the context requires, the brands
associated with such entities;
· "eDreams International" means eDreams International Network, S.L., a company organized under the
laws of the Kingdom of Spain, having its registered office at Calle López de Hoyos 35, 2, 28002,
Madrid, Spain, and registered with the Mercantile Registry of Barcelona under number B-225075;
· "eDreams ODIGEO" refers to eDreams ODIGEO S.A., a public limited liability company (sociedad
anónima) organized under the laws of the Kingdom Spain, having its registered office at Calle Lopez de
Hoyos, 35, 28002 Madrid, Spain, incorporated on February 23, 2011, and with effect from March 10,
2021, registered with the Commercial Registry of Madrid under Tomo 41561, Folio 130, Hoja M-
736332;
· "EU" and "European Union" refer to the European Union;
· "EUR," "euro," "Euros" and "" refer to the single currency introduced at the start of the third stage of the
European Economic Monetary Union pursuant to the Treaty on the Functioning of the European Union,
as amended from time to time;
· "Eurostat" refers to the statistics database hosted on the internet site of the European Commission;
· "Eurozone" refers to the region composed of members states of the European Union that at the relevant
time have adopted the euro;
· "flight business" refers to our operations relating to the supply of flight mediation services;
· "flight mediation services" refers to the mediation services we supply to travelers related to flight
products;
· "flight products" refers to flight bookings (network carrier and low-cost carrier flights) and related travel
insurance;
· "FY22 Q2 annualized" refers to data calculated by multiplying by four (4) the result for the relevant
metric in the three-month period ended September 30, 2021;
· "GBP," "sterling," "pounds sterling" or "£" refer to the lawful currency of the United Kingdom;
· "GDP" refers to gross domestic product;
· "GDPR" refers to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27
April 2016 on the protection of natural persons with regard to the processing of personal data and on
the free movement of such data, and repealing Directive 95/46/EC (General Data Protection
Regulation);
· "GDS" refers to a global distribution system, also referred to as a computer reservation service, which
provides a centralized, comprehensive repository of travel products, including availability and pricing of
seats on airline flights and hotel accommodations;

viii

· "Geo Travel Pacific" refers to Geo Travel Pacific Pty Ltd (ABN 33 167 794 756), a company incorporated
under the laws of the Commonwealth of Australia, having its registered office at C/- Gunderson Briggs,
Level 2, 117 Clarence street, Sydney, 2000, New South Wales, Australia;
· "Government Sponsored Loan" refers to our 15 million EURIBOR +2.75% syndicated loan due 2023,
issued on June 30, 2020 by Banco Santander, S.A., Banco Bilbao Vizcaya Argentaria, S.A. and
Caixabank, S.A. and guaranteed by the Spanish Official Credit Institute (ICO);
· "GoVoyages" and "GoVoyages Group" refer to, before the Combination, Lyparis S.A.S. and its
subsidiaries and, following the Combination, GoVoyages S.A.S., a public limited liability company
(société par actions simplifiée) organized under the laws of France, having its registered office at 11,
Avenue Delcasse, 75008 Paris, France, and registered with the Paris Register of Commerce and
Companies (Registre du commerce et des sociétés) under number 522 727 700 and GoVoyages
Trade S.A.S., a public limited liability company (société par actions simplifiée) organized under the
laws of France, having its registered office at 11, Avenue Delcasse, 75008 Paris, France, and registered
with the Paris Register of Commerce and Companies (Registre du commerce et des sociétés) under
number 508 572 344 and, where the context requires, the brands associated with such entities;
· "Group" refers to the Company and its subsidiaries;
· "H1 2022 Condensed Interim Financial Statements" refers to the unaudited condensed consolidated
financial statements for the Company as of and for the six months ended September 30, 2021,
containing comparative financial information as of and for the six months ended September 30, 2020,
including the notes thereto;
· "IAS 34" refers to IAS 34 Interim Reporting, the IFRS standard applicable to interim financial
information;
· "IATA" refers to the International Air Transport Association and, where the context requires, reports,
statistics and other publications by such entity;
· "IDC" refers to the International Data Corporation and, where the context requires, reports and other
publications by such entity;
· "IFRS" refers to the International Financial Reporting Standards, as adopted by the European Union;
· "Indenture" refers to the Indenture governing the Notes dated on the Issue Date by and among, inter
alios, the Issuer, the Guarantors and the Trustee;
· "Initial Purchasers" refers to Deutsche Bank Aktiengesellschaft, Banco Bilbao Vizcaya Argentaria, S.A.,
Banco Santander, S.A., Barclays Bank Ireland PLC, CaixaBank, S.A., Morgan Stanley Europe SE and
Société Générale;
· "Intercreditor Agreement" refers to the Intercreditor Agreement, dated on the Issue Date, between,
amongst others, the facility agent under the Super Senior Credit Facilities, the Trustee, the
Company, various subsidiaries of the Company and the Security Agent, as amended from time to time;
· "IT" refers to information technology;
· "Liligo" refers to Liligo Metasearch Technologies S.A.S., a public limited liability company (société par
actions simplifiée) organized under the laws of France, having its registered office at 11, Avenue
Delcasse, 75008 Paris, France, registered with the Paris Register of Commerce and Companies
(Registre du commerce et des sociétés) under number 483 314 134 (formerly a public limited liability
company (société anonyme) known as "ODIGEO Paris Meta S.A." and prior to that as "Findworks
Technologies S.A."), and, where the context requires, the brands associated with such entity;
· "low-cost carrier" or "LCC" refers to an airline with a lower operating cost structure than competitors
that generally offers lower ticket fares and limited services, often charging for extra services like food,
priority boarding, seat allocation and baggage;
· "Luxembourg" refers to the Grand Duchy of Luxembourg;
· "Luxgoal" refers to Luxgoal 3 S.à.r.l and Luxgoal 2 S.à.r.l, collectively;
· "LxSe" refers to the Luxembourg Stock Exchange;
· "network carrier" refers to an airline which typically has an international route network and actively
markets connecting flights via airline hub airports and provides the transfer services for passengers
and their baggage;

ix