LensCrafters 2013 Annual Report Download - page 49

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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. In this regard, on January 20, 2014 the
rating agency Standard & Poor’s awarded a Long Term Credit Rating of “A-” to the
Company.
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 April 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, 2013, 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 on March 19,
2019. The offering prospectus contains a clause concerning a change of control, which
provides for the possibility of the holders of the bonds to exercise a redemption option for
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. As previously stated, on January 20,
2014 the rating agency Standard & Poor’s awarded a Long Term Credit Rating of “A-” to the
Company.
On February 10, 2014 the Company issued a bond listed on the Luxembourg Stock Exchange
(code ISIN XS1030851791) for a total amount of Euro 500 million, expiring on February 10,
2024. The bond was issued pursuant to the Company’s Euro Medium Term Note Programme
which was established on May 10, 2013. The EMTN Programme contains a clause
concerning a change of control, which provides for the possibility of the holders of the bonds
to exercise a redemption option for 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. The rating