F-1 Prospectus
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Ferrari N.V. 17,175,000 Common Shares This is an initial public offering of common shares of Ferrari N.V. (“Ferrari”). Fiat Chrysler Automobiles N.V. (“FCA”) is selling 17,175,000 common shares of Ferrari, equal to approximately 9 percent of the Ferrari share capital. We are not selling common shares and we will not receive any of the proceeds from the sale of common shares by FCA. Prior to this offering, there has been no public market for our common shares. This offering is intended to be part of a series of transactions to separate Ferrari from FCA. Following completion of this offering, FCA expects to transfer its remaining approximately 80 percent interest in us to FCA shareholders. For a description of the separation, see “The Restructuring and Separation Transactions.” Although we currently expect the separation to be completed in early 2016, we cannot assure you that the separation will be carried out as described in this prospectus, completed within the expected timeline or completed at all. Our common shares have been approved for listing on the New York Stock Exchange under the symbol “RACE.” We have a loyalty voting program. Investors who purchase common shares in the offering may elect to participate in our loyalty voting program by registering their common shares in our loyalty share register and holding them for three years. The loyalty voting program effectively awards two votes for each qualifying common share by means of the issue of special voting shares. See “The Ferrari Shares, Articles of Association and Terms and Conditions of the Special Voting Shares” for additional information including terms and conditions relating to our loyalty voting program. We expect that FCA and Piero Ferrari, our minority shareholder, will participate in our loyalty voting program and, upon completion of this offering, will effectively hold two votes for each of their common shares. FCA shareholders that participate in FCA’s loyalty voting program will be entitled to participate on the same basis in our loyalty voting program effective upon the separation. Investing in our common shares involves risk. See Risk Factors beginning on page 13. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total(2) Initial public offering price.................................................................... $52.00 $893,100,000 Underwriting discount and commissions(1) .................................................. $ 1.56 $ 26,793,000 Proceeds, before expenses, to the selling shareholder ...................................... $50.44 $866,307,000 (1) For additional information on underwriting compensation, please see “Underwriting.” (2) Assuming the underwriters do not exercise their option to purchase additional shares. The selling shareholder has granted the underwriters the option to purchase up to an additional 1,717,150 common shares at the initial public offering price less an underwriting discount of $1.56 per share for a period of 30 days after the date of this prospectus to cover over allotments, if any. UBS Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Allen & Company LLC, Banco Santander, S.A., BNP Paribas Securities Corp., J.P. Morgan Securities LLC and Mediobanca—Banca di Credito Finanziario S.p.A. are acting as Joint Bookrunners and UBS Securities LLC is acting as Global Coordinator for the offering. The underwriters expect to deliver the common shares against payment in New York, New York on October 26, 2015. Joint Bookrunners UBS Investment Bank BofA Merrill Lynch Allen & Company LLC Banco Santander BNP PARIBAS J.P. Morgan Mediobanca Prospectus dated October 20, 2015. WHERE YOU CAN FIND MORE INFORMATION Ferrari has filed a registration statement on Form F-1 to register with the Securities and Exchange Commission (“SEC”) the Ferrari common shares to be sold in the offering. This prospectus is a part of that registration statement on Form F-1. As permitted by the rules and regulations of the SEC, this prospectus does not contain all the information included in the registration statement. You should refer to the registration statement on Form F-1 (File No. 333-205804), for information omitted from this prospectus. You may read and copy any document we file with or furnish to the SEC free of charge at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain documents we file with or furnish to the SEC on the SEC website at www.sec.gov. The address of the SEC’s website is provided solely for the information of prospective investors and is not intended to be an active link. Please visit the website or call the SEC at 1 (800) 732-0330 for further information about its public reference room. This prospectus and any free-writing prospectus that we prepare or authorize contain information that you should consider when making your investment decision on whether to purchase Ferrari common shares in the offering. No one has been authorized to provide you with information that is different from that contained in this prospectus. You should not assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus. This prospectus is made available by Ferrari in connection with the offering pursuant to the U.S. Securities Act of 1933. This prospectus does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. This prospectus does not constitute an offer of securities to the public in the Netherlands within the meaning of article 5:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht). This prospectus does not constitute an offer of securities to the public in the Republic of Italy within the meaning of article 1, paragraph 1, letter (t) of the Italian Unified Financial Act (Legislative Decree no. 58 of February 24, 1998, as amended). This prospectus is not a prospectus or an offer document within the meaning of the Prospectus Directive (2003/71/EC), as amended. Through and including November 14, 2015 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. i TABLE OF CONTENTS Page CERTAIN DEFINED TERMS ............................................................................................iii NOTE ON PRESENTATION .............................................................................................iv TRADEMARKS AND TRADE NAMES ................................................................................vi MARKET AND INDUSTRY INFORMATION .........................................................................vi CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS .....................vii SUMMARY ..................................................................................................................1 RISK FACTORS ...........................................................................................................13 USE OF PROCEEDS ......................................................................................................36 CAPITALIZATION .......................................................................................................37 SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA ..............................38 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION................40 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............................................................................................................46 EXCHANGE RATES......................................................................................................92 BUSINESS .................................................................................................................93 THE RESTRUCTURING AND SEPARATION TRANSACTIONS ................................................134 MANAGEMENT .........................................................................................................138 PRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS...................................145 THE FERRARI SHARES, ARTICLES OF ASSOCIATION AND TERMS AND CONDITIONS OF THE SPECIAL VOTING SHARES ...........................................................................................147 SHARES ELIGIBLE FOR FUTURE SALE ...........................................................................160 TAX CONSEQUENCES ................................................................................................161 UNDERWRITING .......................................................................................................199 LEGAL MATTERS ......................................................................................................208 EXPERTS .................................................................................................................208 ENFORCEMENT OF CIVIL LIABILITIES ...........................................................................208