LensCrafters 2012 Annual Report Download - page 144

ANNUAL REPORT 2012> 58 |
On November 11, 2009 Luxottica Group S.p.A. entered into a loan agreement, which
was amended on November 30, 2010, for the total amount of Euro 300 million expiring
on November 30, 2014, with Mediobanca, Calyon, UniCredit and Deutsche Bank. The
agreement provides for the advance repayment of the loan in the event that a third party
not linked to the Del Vecchio family gains control of the Company.
On January 29, 2010 the subsidiary company U.S. Holdings made a private placement of
notes in the U.S. market for a total amount of USD 175 million with the following expiry
dates: USD 50 million on January 29, 2017; USD 50 million on January 29, 2020; and USD75
million on January 29, 2019. The Note Purchase Agreement provides for the advance
repayment of the loan in the event that a third party not linked to the Del Vecchio family
gains control of at least 50% of the Company shares.
On September 30, 2010 Luxottica Group S.p.A. made a private placement of notes in
the U.S. market for a total amount of Euro 100 million with the following expiry dates:
Euro 50 million on September 15, 2017; and Euro 50 million on September 15, 2020. The
Note Purchase Agreement provides for the advance payment of the loan in the event
that a third party not linked to the Del Vecchio family gains control of at least 50% of the
Company shares.
On November 10, 2010 the Company issued a bond listed on the Luxembourg Stock
Exchange (code ISIN XS0557635777) for a total amount of Euro 500 million, expiring on
November 15, 2015. The offering prospectus contains a clause concerning the change
of control which provides for the possibility of the holders of the bonds to exercise a
redemption option of 100% of the value of the notes in the event that a third party not
linked to the Del Vecchio family gains control of the Company. This clause is not applied
in the event that the Company obtains an investment grade credit rating.
On December 15, 2011 the subsidiary Luxottica U.S. Holdings Corp. made a private
placement of notes in the U.S. market for a total amount of USD 350 million, expiring on
December 15, 2021. The Note Purchase Agreement provides for the advance repayment
of the loan in the event that a third party not linked to the Del Vecchio family gains control
of at least 50% of the Company shares.
On April 17, 2012 Luxottica Group S.p.A. and the subsidiary Luxottica U.S. Holdings Corp.
entered into a revolving loan agreement for Euro 500 million expiring on March 10, 2017
with UniCredit AG - Milan Branch as agent, and with Bank of America Securities Limited,
Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank - Milan
Branch, Banco Santander S.A., The Royal Bank of Scotland PLC and UniCredit S.p.A. as
backers, guaranteed by its subsidiary Luxottica S.r.l. As at December 31, 2012, this facility
was undrawn. The agreement provides for the advance repayment of the loan in the event
that a third party not linked to the Del Vecchio family gains control of the Company and at
the same time the majority of lenders believe, reasonably and in good faith, that this party
cannot repay the debt.
On March 19, 2012 the Company issued a bond listed on the Luxembourg Stock
Exchange (code ISIN XS0758640279) for a total amount of Euro 500 million, expiring