Lottomatica 4.875% 2031 — Covenant Book

§ I

Executive Summary All three maintenance-equivalent covenants are running with meaningful cushion.

3 covenants · 0 breaches · 0 warnings

Covenant	Headline	Current	Threshold	Cushion	Status
Debt Incurrence § 4.09	4% cushion to the leverage ceiling	2.78×	<= 2.90×	4%	Warning
Permitted Liens § 4.12	1 computable · Plus 49 qualitative lien carve-outs (unlimited / existing / refinancing) — standard HY patterns.	$295M	cap	—	In Compliance
Restricted Payments § 4.07	Ratio-conditional gate — currently open (unlimited RP)	—	≤ 2.00×	—	In Compliance

Running at 2.78x against a 2.90x ceiling, with ~4% cushion. $0.09B additional debt OR 4% EBITDA drop triggers breach. Covenant Quality scored 2.0/5 (debt 2, liens 1, RPs 3).

§ 4.09

Debt Incurrence Limitation on Indebtedness

Warning 6 computable baskets

Definitional caveat Indebtedness per the indenture is broader than company-reported debt (includes Disqualified Stock, Attributable Indebtedness, guarantees, hedging, securitization). Consolidated EBITDA per §1.01 may differ from reported or "adjusted" EBITDA — see the build-up above. True covenant leverage can shift modestly when reconciled to defined terms.

Effective Headroom $2.22 B

$0MRatio headroom

$2220MComputable baskets

$2,220MTotal capacity

Ratio Tests § 4.09(a)

Test	Current	Threshold	Cushion	Status
Fixed Charge Coverage Ratio Test § Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock [4]§ Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stockprovided, however, that the Issuer and any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any of the Issuer’s Restricted Subsidiaries may issue shares of Preferred Stock (any such Indebtedness or Disqualified Stock Incurred or issued pursuant to this proviso, the “Ratio Debt”), in each case if (a) other than in the case of Senior Secured Debt, either (x) the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries as of the Applicable Test Date does not decrease or is at least 2.00 to 1.00	3.28×	>= 2.00×	39%	In Compliance
Consolidated Total Debt Ratio Test § Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock [5]§ Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stockor (y) the Consolidated Total Debt Ratio of the Issuer and its Restricted Subsidiaries as of the Applicable Test Date does not increase or is no greater than 3.15 to 1.00	2.65×	<= 3.15×	16%	Warning
Consolidated Senior Secured Debt Ratio Test § Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock [6]§ Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stockor (b) in the case of Senior Secured Debt, the Consolidated Senior Secured Debt Ratio of the Issuer and its Restricted Subsidiaries as of the Applicable Test Date does not increase or is no greater than 2.90 to 1.00	2.78×	<= 2.90×	4%	Warning

Permitted Baskets — Computable § 4.09(b) · 6 dollar-quantified

Clause	Basket	Resolved Cap	Formula	Capacity	Section
(1)	Credit Agreement Indebtedness	$835M	the greater of (A) 100% of EBITDA as of the Applicable Test Date and (B) €835 million	$835M cap	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, clause (a) [7]§ Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, clause (a)(a) the Incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness under any Credit Agreement (and the issuance and creation of letters of credit, guarantees and bankers’ acceptances thereunder (with letters of credit, guarantees and bankers’ acceptances being deemed, for purposes of this clause (a), to have a principal amount equal to the face amount thereof at the time of issuance)) in an aggregate principal amount not to exceed the greater of (A) 100% of EBITDA as of the Applicable Test Date and (B) €835 million;
(4)	Purchase Money and Capital Lease Obligations	$295M	the greater of (x) 35% of EBITDA as of the Applicable Test Date and (y) €295 million	$295M cap	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, clause (d) [13]§ Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, clause (d)(d) (1) Indebtedness, Capitalized Lease Obligations, finance lease obligations, mortgage financings or purchase money obligations, in each case, Incurred by the Issuer or any of its Restricted Subsidiaries, Disqualified Stock issued by the Issuer or any of its Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries to finance, all or any part of the acquisition, purchase, lease, construction, rental payments, design, installation, repair, replacement or improvement of property (real or personal), vehicles, plant or equipment or other fixed or capital assets (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount, including all Indebtedness Incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness Incurred pursuant to this clause (d)(1), not to exceed the greater of (x) 35% of EBITDA as of the Applicable Test Date and (y) €295 million, outstanding at the time of Incurrence
(11)	General Indebtedness Basket	$420M	the greater of (x) 50% of EBITDA as of the Applicable Test Date and (y) €420 million	$420M cap	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, clause (k) [8]§ Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, clause (k)(k) Indebtedness, Disqualified Stock or Preferred Stock in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (k), does not exceed the greater of (x) 50% of EBITDA as of the Applicable Test Date and (y) €420 million
(18)	Securitization and Factoring	$210M	the greater of (x) €210 million and (y) 25% of EBITDA as of the Applicable Test Date	$210M cap	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, clause (r) [9]§ Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, clause (r)(r) Indebtedness Incurred pursuant to factoring, securitizations, receivables financings or similar arrangements, including by a Special Purpose Securitization Subsidiary in a Permitted Securitization Financing (x) incurred in the ordinary course of business or (y) either (i) with respect to which recourse to the Issuer or any Restricted Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions is limited to the extent customary (as determined by the Issuer in good faith) for similar transactions in the applicable jurisdictions (including Standard Securitization Undertakings and, to the extent applicable, in a manner consistent with the delivery of a “true sale”/”absolute transfer” opinion with respect to any transfer by the Issuer or any Restricted Subsidiary (other than a Special Purpose Securitization Subsidiary)), or (ii) does not exceed the greater of (x) €210 million and (y) 25% of EBITDA as of the Applicable Test Date;
(24)	Local lines of credit	$210M	the greater of (x) €210 million and (y) 25% of EBITDA as of the Applicable Test Date	$210M cap	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, clause (x) [11]§ Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, clause (x)(x) Indebtedness consisting of local lines of credit, bilateral facilities, working capital or overdraft facilities or other operating facilities either (x) Incurred to finance the working capital needs of the Issuer and its Subsidiaries or (y) in an amount not to exceed the greater of (x) €210 million and (y) 25% of EBITDA as of the Applicable Test Date
(29)	Guarantees of Joint Venture obligations	$250M	the greater of (i) €250 million and (ii) 30% of EBITDA as of the Applicable Test Date	$250M cap	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, clause (cc) [12]§ Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock, clause (cc)(cc) Guarantees of the obligations of joint ventures in an aggregate amount not exceeding the greater of (i) €250 million and (ii) 30% of EBITDA as of the Applicable Test Date;
Σ Computable basket capacity		$2220M	sum of 6 dollar-quantified clauses

Plus 25 qualitative baskets (unlimited / existing / refinancing / ratio-test) — not dollar-quantified here.

§ 4.12

Permitted Liens Limitation on Liens

In Compliance 1 computable

Permitted Baskets — Computable

Clause	Basket	Resolved Cap	Formula	Capacity	Section
(25)	General Liens Basket	$295M	the greater of (x) €295 million and (y) 35% of EBITDA as of the Applicable Test Date	$295M cap	Permitted Liens, clause (25) [14]Permitted Liens, clause (25)(25) Liens securing obligations which obligations do not exceed the greater of (x) €295 million and (y) 35% of EBITDA as of the Applicable Test Date at any one time outstanding;

Plus 49 qualitative lien carve-outs (unlimited / existing / refinancing) — standard HY patterns.

§ 4.07

Restricted Payments Limitation on Restricted Payments

In Compliance 4 computable

Permitted Baskets — Computable

Clause	Basket	Resolved Cap	Formula	Capacity	Section
(7)	Investments in Unrestricted Subsidiaries	$125M	the greater of (x) €125 million and (y) 15% of EBITDA as of the Applicable Test Date	$125M	Limitation on Restricted Payments, clause (7) [19]§ Limitation on Restricted Payments, clause (7)(7) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (7) that are at that time outstanding, not to exceed the greater of (x) €125 million and (y) 15% of EBITDA as of the Applicable Test Date
(8)	General Dividend Basket	$0M	the sum of (a) 7% of the net proceeds received by the Issuer or a Restricted Subsidiary from any Public Offering and (b) an amount equal to the greater of (A) 7% of the Market Capitalization and (B) 7% of the IPO Market Capitalization	$0M	Limitation on Restricted Payments, clause (8) [20]§ Limitation on Restricted Payments, clause (8)(8) the payment of dividends or distributions on the common stock of the Issuer, a Parent or the IPO Entity (or a Restricted Payment or the payment of dividends to enable any Parent or the IPO Entity or to fund the payment by any Parent or the IPO Entity of dividends on such entity’s common stock), in an amount not to exceed in any fiscal year the sum of (a) 7% of the net proceeds received by the Issuer or a Restricted Subsidiary (or contributed to the equity of the Issuer or any Restricted Subsidiary (other than through the issuance of Disqualified Stock or through an Excluded Contribution)) from any Public Offering or contributed to the equity of the Issuer or loaned as Subordinated Shareholder Debt to the Issuer or any Restricted Subsidiary and (b) an amount equal to the greater of (A) 7% of the Market Capitalization and (B) 7% of the IPO Market Capitalization;
(10)	General Restricted Payments Basket	$210M	the greater of (x) €210 million and (y) 25% of EBITDA as of the Applicable Test Date	$210M	Limitation on Restricted Payments, clause (10) [21]§ Limitation on Restricted Payments, clause (10)(10) other Restricted Payments in an aggregate amount not to exceed the greater of (x) €210 million and (y) 25% of EBITDA as of the Applicable Test Date;
(21)	Subordinated Debt Repurchase Basket	$170M	the greater of (x) €170 million and (y) 20% of EBITDA as of the Applicable Test Date	$170M	Limitation on Restricted Payments, clause (21) [16]§ Limitation on Restricted Payments, clause (21)(21) the redemption, repurchase, defeasance, exchange or other acquisition or retirement of Subordinated Indebtedness or Subordinated Shareholder Debt of the Issuer or any Restricted Subsidiary or any direct or indirect parent of the Issuer in an aggregate amount not to exceed the greater of (x) €170 million and (y) 20% of EBITDA as of the Applicable Test Date;

Builder Basket § 4.07(a)(C) · cumulative capacity since Issue Date

(iii) Fixed starter amount $170M

Total gross capacity $170M

Ratio-Conditional Gates unlimited if gate is open

Clause (6) · Dividends on Designated Preferred Stock

the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would have been at least 2.00 to 1.00

3.28× current >= 2.00× gate In Compliance — Unlimited RP

Clause (18) · Restricted Payments in connection with a Permitted Change of Control

the Consolidated Total Debt Ratio as at the applicable Permitted CoC Test Date would not exceed 3.00 to 1.00

2.89× current <= 3.00× gate In Compliance — Unlimited RP

Clause (22) · Ratio-Based Restricted Payments

the Consolidated Total Debt Ratio of the Issuer and its Restricted Subsidiaries on a consolidated basis shall be no greater than 1.90 to 1.00

2.89× current <= 1.90× gate Closed

§ IV

Sources & Verbatim Citations Every computed figure traces to a specific clause and page in the source indenture.

21 citations · 1 source PDF

SOURCE lottomatica_2031_offering_memorandum.pdf EXTRACTED 2026-04-23 10:46 UTC

Limitation on Restricted Payments · p. 299
(1) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from March 31, 2020 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit but with the resulting amount in this clause (1) not being less than zero), plus
Limitation on Restricted Payments · p. 299
(2) 100% of the aggregate net proceeds, including cash and the Fair Market Value of assets other than cash, received by the Issuer after the Original Issue Date from the issue or sale of Equity Interests or Subordinated Shareholder Debt of the Issuer or any direct or indirect parent of the Issuer (excluding (without duplication) Refunding Capital Stock, Designated Preferred Stock, Cash Contribution Amount, Excluded Contributions and Disqualified Stock), including Equity Interests issued upon conversion of Indebtedness or upon exercise of warrants or options (other than an issuance or sale to a Restricted Subsidiary of the Issuer or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries), plus
Limitation on Restricted Payments · p. 300
(7) the greater of (A) €170 million and (B) 20% of EBITDA as of the Applicable Test Date.
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock · p. 291
provided, however, that the Issuer and any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any of the Issuer’s Restricted Subsidiaries may issue shares of Preferred Stock (any such Indebtedness or Disqualified Stock Incurred or issued pursuant to this proviso, the “Ratio Debt”), in each case if (a) other than in the case of Senior Secured Debt, either (x) the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries as of the Applicable Test Date does not decrease or is at least 2.00 to 1.00
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock · p. 291
or (y) the Consolidated Total Debt Ratio of the Issuer and its Restricted Subsidiaries as of the Applicable Test Date does not increase or is no greater than 3.15 to 1.00
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock · p. 291
or (b) in the case of Senior Secured Debt, the Consolidated Senior Secured Debt Ratio of the Issuer and its Restricted Subsidiaries as of the Applicable Test Date does not increase or is no greater than 2.90 to 1.00
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock · p. 291
(a) the Incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness under any Credit Agreement (and the issuance and creation of letters of credit, guarantees and bankers’ acceptances thereunder (with letters of credit, guarantees and bankers’ acceptances being deemed, for purposes of this clause (a), to have a principal amount equal to the face amount thereof at the time of issuance)) in an aggregate principal amount not to exceed the greater of (A) 100% of EBITDA as of the Applicable Test Date and (B) €835 million;
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock · p. 293
(k) Indebtedness, Disqualified Stock or Preferred Stock in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (k), does not exceed the greater of (x) 50% of EBITDA as of the Applicable Test Date and (y) €420 million
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock · p. 294
(r) Indebtedness Incurred pursuant to factoring, securitizations, receivables financings or similar arrangements, including by a Special Purpose Securitization Subsidiary in a Permitted Securitization Financing (x) incurred in the ordinary course of business or (y) either (i) with respect to which recourse to the Issuer or any Restricted Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions is limited to the extent customary (as determined by the Issuer in good faith) for similar transactions in the applicable jurisdictions (including Standard Securitization Undertakings and, to the extent applicable, in a manner consistent with the delivery of a “true sale”/”absolute transfer” opinion with respect to any transfer by the Issuer or any Restricted Subsidiary (other than a Special Purpose Securitization Subsidiary)), or (ii) does not exceed the greater of (x) €210 million and (y) 25% of EBITDA as of the Applicable Test Date;
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock · p. 294
(s) (x) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any of its Restricted Subsidiaries Incurred to finance an acquisition (including a merger, consolidation or amalgamation) or other Investment permitted by the Indenture or (y) Acquired Indebtedness of the Issuer or any of its Restricted Subsidiaries, in the case of clause (x) only, in an aggregate principal amount not to exceed the sum of: (i) the greater of (A) €210 million and (B) 25% of EBITDA as of the Applicable Test Date, plus (ii) an additional aggregate principal amount or liquidation preference so long as, as of the Applicable Test Date, after giving effect to the transactions that result in such Incurrence or issuance, on a pro forma basis, either (a) the Issuer or a Restricted Subsidiary would be permitted to Incur at least €1.00 of additional Indebtedness pursuant to the applicable Ratio Debt test set forth in the first paragraph of this covenant or (b) (I) other than in the case of Senior Secured Debt, either (1) the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would not be less than immediately prior to such transactions or (2) the Consolidated Total Debt Ratio of the Issuer and its Restricted Subsidiaries would not be greater than immediately prior to such transactions or (II) in the case of Senior Secured Debt, the Consolidated Senior Secured Debt Ratio of the Issuer and its Restricted Subsidiaries would not be greater than immediately prior to such transactions
(x) · p. 295
(x) Indebtedness consisting of local lines of credit, bilateral facilities, working capital or overdraft facilities or other operating facilities either (x) Incurred to finance the working capital needs of the Issuer and its Subsidiaries or (y) in an amount not to exceed the greater of (x) €210 million and (y) 25% of EBITDA as of the Applicable Test Date
(cc) · p. 295
(cc) Guarantees of the obligations of joint ventures in an aggregate amount not exceeding the greater of (i) €250 million and (ii) 30% of EBITDA as of the Applicable Test Date;
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock · p. 291
(d) (1) Indebtedness, Capitalized Lease Obligations, finance lease obligations, mortgage financings or purchase money obligations, in each case, Incurred by the Issuer or any of its Restricted Subsidiaries, Disqualified Stock issued by the Issuer or any of its Restricted Subsidiaries and Preferred Stock issued by any Restricted Subsidiaries to finance, all or any part of the acquisition, purchase, lease, construction, rental payments, design, installation, repair, replacement or improvement of property (real or personal), vehicles, plant or equipment or other fixed or capital assets (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) in an aggregate principal amount, including all Indebtedness Incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness Incurred pursuant to this clause (d)(1), not to exceed the greater of (x) 35% of EBITDA as of the Applicable Test Date and (y) €295 million, outstanding at the time of Incurrence
Permitted Liens · p. 335
(25) Liens securing obligations which obligations do not exceed the greater of (x) €295 million and (y) 35% of EBITDA as of the Applicable Test Date at any one time outstanding;
Limitation on Restricted Payments · p. 304
(18) any Restricted Payments (a) made in connection with a Permitted Change of Control; provided that immediately after giving pro forma effect to such Restricted Payment in sub-clause (a), the Consolidated Total Debt Ratio as at the applicable Permitted CoC Test Date would not exceed 3.00 to 1.00;
None · p. 304
(21) the redemption, repurchase, defeasance, exchange or other acquisition or retirement of Subordinated Indebtedness or Subordinated Shareholder Debt of the Issuer or any Restricted Subsidiary or any direct or indirect parent of the Issuer in an aggregate amount not to exceed the greater of (x) €170 million and (y) 20% of EBITDA as of the Applicable Test Date;
None · p. 304
(a) the Consolidated Total Debt Ratio of the Issuer and its Restricted Subsidiaries on a consolidated basis shall be no greater than 1.90 to 1.00, determined on a pro forma basis as of the Applicable Test Date;
Limitation on Restricted Payments · p. 302
provided, however, in the case of each of (a) and (c) of this clause (6), that as of the Applicable Test Date, after giving effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries would have been at least 2.00 to 1.00;
Limitation on Restricted Payments · p. 302
(7) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (7) that are at that time outstanding, not to exceed the greater of (x) €125 million and (y) 15% of EBITDA as of the Applicable Test Date
Limitation on Restricted Payments · p. 302
(8) the payment of dividends or distributions on the common stock of the Issuer, a Parent or the IPO Entity (or a Restricted Payment or the payment of dividends to enable any Parent or the IPO Entity or to fund the payment by any Parent or the IPO Entity of dividends on such entity’s common stock), in an amount not to exceed in any fiscal year the sum of (a) 7% of the net proceeds received by the Issuer or a Restricted Subsidiary (or contributed to the equity of the Issuer or any Restricted Subsidiary (other than through the issuance of Disqualified Stock or through an Excluded Contribution)) from any Public Offering or contributed to the equity of the Issuer or loaned as Subordinated Shareholder Debt to the Issuer or any Restricted Subsidiary and (b) an amount equal to the greater of (A) 7% of the Market Capitalization and (B) 7% of the IPO Market Capitalization;
Limitation on Restricted Payments · p. 302
(10) other Restricted Payments in an aggregate amount not to exceed the greater of (x) €210 million and (y) 25% of EBITDA as of the Applicable Test Date;