Bond Arrowcrest Global PLC 4.75% ( XS1396892751 ) in EUR

Arrowcrest Global PLC

100 % ▼

United Kingdom

XS1396892751 ( in EUR )

4.75% per year ( payment 4 times a year)

30/04/2023 - Bond has expired

Prospectus brochure of the bond Arrow Global Finance PLC XS1396892751 in EUR 4.75%, expired

100 000 EUR

230 000 000 EUR

Arrow Global Group PLC is a European investor and manager of non-performing and other distressed debt assets, operating across multiple asset classes and jurisdictions.

Arrow Global Finance PLC's EUR 230,000,000 4.75% bond (ISIN: XS1396892751), issued in the UK, matured on April 30, 2023, with a minimum trading size of EUR 100,000, and was redeemed at 100% of its face value, paying interest four times per year.

LISTING PARTICULARS
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
24OCT201405403904
Guaranteed on a senior secured basis by Arrow Global Guernsey Holdings Limited
and certain of its subsidiaries
g230,000,000 Senior Secured Floating Rate Notes due 2023
Interest payable on March 1, June 1, September 1 and December 1
Arrow Global Finance plc (the Issuer), a public limited company incorporated in England and Wales, is hereby offering (the Offering) e230,000,000 Senior Secured
Floating Rate Notes due 2023 (the Notes).
The Issuer is a finance subsidiary of Arrow Global Guernsey Holdings Limited (AGGHL), which in turn is a subsidiary of Arrow Global Group PLC (AGG). The net proceeds
of the Offering will be used to pay the purchase price for the InVesting Acquisition, to repay a portion of the amounts drawn under the Arrow Global Revolving Credit
Facility and for general corporate purposes, which may include loan portfolio acquisitions or partial redemption or repurchases of existing indebtedness.
Interest will be paid on the Notes quarterly in arrear on March 1, June 1, September 1 and December 1 of each year, beginning on September 1, 2016. The Notes will bear
interest at a rate per annum equal to the three month Euro Interbank Offered Rate (EURIBOR) plus 4.75% per year, reset quarterly, provided that Euribor shall never be
less than 0%. The Notes will mature on May 1, 2023.
The Issuer may redeem some or all of the Notes on or after May 1, 2019 at the redemption prices set out in this Listing Particulars (this Offering Memorandum). Prior to
May 1, 2019, the Issuer may redeem, at its option, some or all of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid
interest, if any, plus the applicable ``make-whole'' premium, as described in this Offering Memorandum. Prior to May 1, 2019, the Issuer may redeem up to 40% of the
aggregate principal amount of the Notes using the net cash proceeds from certain equity offerings at a price equal to 104.750% of the principal amount thereof, plus
accrued and unpaid interest, if any, if at least 60% of the originally issued aggregate principal amount of the Notes remains outstanding. Additionally, the Issuer may
redeem all, but not less than all, of the Notes in the event of certain developments affecting taxation. Upon the occurrence of certain events constituting a Change of
Control, as defined herein, the Issuer may be required to make an offer to repurchase all the Notes at a redemption price equal to 101% of the principal amount thereof,
plus accrued and unpaid interest, if any.
The Notes will be the general obligations of the Issuer and will be senior in right of payment to all existing and future indebtedness of the Issuer that is subordinated in right
of payment to the Notes, will be pari passu in right of payment among themselves and with all existing and future indebtedness of the Issuer that is not subordinated in
right of payment to the Notes, will be effectively senior to all existing and future indebtedness of the Issuer and its subsidiaries that is unsecured or secured by liens junior
to the liens securing the Notes, will be effectively subordinated to all existing and future indebtedness of the Issuer and its subsidiaries that is secured by liens senior to
the liens securing the Notes, or secured by property and assets that do not secure the Notes, to the extent of the value of the property and assets securing such
indebtedness, and will be effectively subordinated to all obligations of the subsidiaries of the Issuer that do not guarantee the Notes.
From the Issue Date, the Notes will be guaranteed (the Original Guarantees) on a senior basis by AGGHL, its subsidiary Arrow Global Investments Holdings Limited
(AGIHL) (together, the Parent Guarantors) and certain other subsidiaries of AGGHL (the Subsidiary Guarantors and, together with AGIHL and AGGHL, the Original
Guarantors). The Notes will not be guaranteed by AGG. No later than 30 days after the completion of the InVesting Acquisition, the Notes are also required to be
guaranteed (the Additional Guarantees and, together with the Original Guarantees, the Guarantees) on a senior basis by the Additional Guarantors (as defined herein
and, together with the Original Guarantors, the Guarantors).
From the Issue Date, the Notes will be secured by substantially all of the assets of the Issuer and the Original Guarantors (the Original Collateral), including first-priority
security interests in the share capital of the Issuer and the Subsidiary Guarantors, as described in ``Description of the Notes--Security.'' Subject to certain Agreed
Security Principles set out in the Arrow Global Revolving Credit Facility, no later than 30 days after the completion of the InVesting Acquisition, the Notes are required to be
further secured by first-priority security interests in the share capital of the Additional Guarantors, and certain other property and assets of the Additional Guarantors (the
Additional Collateral and, together with the Original Collateral, the Collateral). The Original Collateral also secures, and the Additional Collateral will also secure, our
obligations under the Issuer's £220,000,000 7.875% Senior Secured Notes due 2020 (the 2020 Notes), the Issuer's e335,000,000 Senior Secured Floating Rate Notes
due 2021 (the 2021 Notes) and the Arrow Global Revolving Credit Facility, and may also secure additional debt in the future. Pursuant to the terms of the Intercreditor
Agreement, any liabilities in respect of obligations under the Arrow Global Revolving Credit Facility and certain hedging obligations that are secured by assets that also
secure our obligations under the Notes and the Guarantees will receive priority with respect to any proceeds received upon any enforcement action over any such assets.
The Collateral may be released in circumstances described in ``Description of the Notes--Security.'' In the event of enforcement of the Collateral, the holders of the Notes
will receive proceeds from the Collateral only after the lenders under the Arrow Global Revolving Credit Facility and counterparties to certain hedging obligations have
been repaid in full. See ``Description of the Notes--Security.''
This Offering Memorandum constitutes a prospectus for the purpose of part IV of the Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended,
and for the purpose of the rules and regulations of the Luxembourg Stock Exchange.
There is currently no public market for the Notes. Application has been made for listing particulars to be approved by the Luxembourg Stock Exchange and for the Notes
to be admitted to the Official List of the Luxembourg Stock Exchange and to be admitted for trading on the Euro MTF Market thereof. There can be no assurance that the
Notes offered hereby will be listed and admitted to trade on the Euro MTF Market. The Euro MTF Market of the Luxembourg Stock Exchange is not a regulated market
pursuant to the provisions of Directive 2004/39/EC on markets in financial instruments.
Investing in the Notes involves a high degree of risk. See ``Risk Factors'' beginning on page 37.
Issue Price for the Notes: 98.75% plus accrued interest, if any, from and including the Issue Date
The Notes and the Guarantees have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act), or
the laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the U.S. Securities Act. In the United States, the Offering is being made only to qualified
institutional buyers (QIBs) within the meaning of Rule 144A under the U.S. Securities Act (Rule 144A) in compliance with Rule 144A. Prospective purchasers of
the Notes that are QIBs are hereby notified that the seller may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by
Rule 144A. Outside the United States, the Offering is being made in reliance on Regulation S under the U.S. Securities Act (Regulation S). For additional
information about eligible offerees and transfer restrictions, see ``Transfer Restrictions.''
The Notes will be issued in registered form in minimum denominations of e100,000 and integral multiples of e1,000 in excess thereof. The Notes will be represented by
one or more global notes and we expect to deliver the Notes in book-entry form through Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, soci´
et´
e anonyme
(Clearstream) on or about April 21, 2016. See ``Book-Entry; Delivery and Form.''
Physical Bookrunners and Global Coordinators
Goldman Sachs International
J.P. Morgan
HSBC
Co-managers
DNB Markets
The Royal Bank of Scotland
Lloyds Bank
Listing Particulars dated April 21, 2016

TABLE OF CONTENTS
Important Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
Use of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xiii
Market And Industry Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xx
Exchange Rate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xxi
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
Summary Historical Consolidated Financial and Other Information . . . . . . . . . . . . . . . . . . . . .
25
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
Selected Historical Consolidated Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . .
84
Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
132
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
145
Regulation and Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
191
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
199
Certain Relationships and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
Description of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
201
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
216
Book-Entry; Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
289
Certain Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
294
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
301
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
304
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
307
Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
307
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
309
Service of Process and Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
310
Limitations on Validity and Enforceability of Guarantees and Security and Certain Insolvency
Law Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
311
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
323
Index to Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i

IMPORTANT INFORMATION
In this Offering Memorandum:
·
Issuer refers to Arrow Global Finance plc, a public limited company incorporated under the laws of
England and Wales; and
·
Parent Guarantors refer to Arrow Global Guernsey Holdings Limited, a non-cellular company
limited by shares incorporated under the laws of Guernsey (AGGHL), and Arrow Global Investments
Holdings Limited, a private limited company incorporated in England and Wales (AGIHL). AGGHL
owns 100% of the shares of AGIHL, which in turn holds 100% of the shares of the Issuer.
The ultimate parent company of the Parent Guarantors, their respective subsidiaries and the Issuer is
Arrow Global Group PLC (AGG), a public limited company incorporated under the laws of England and
Wales whose shares are listed on the London Stock Exchange. AGG is neither a guarantor of the Notes
nor otherwise subject to the Indenture. See ``Summary--Corporate and Financing Structure'' for a
diagram depicting the simplified corporate structure of AGG and its consolidated subsidiaries
(collectively, the Consolidated Group). AGG's registered office is located at Belvedere, 12 Booth Street,
Manchester M2 4AW. AGG's telephone number is +44 800 130 0169.
Except where the context otherwise requires or it is otherwise indicated, AGGHL and its consolidated
subsidiaries are referred to collectively as the AGGHL Group, and the Consolidated Group, we, us and
our refer to AGG and its consolidated subsidiaries. In ``Description of the Notes'', AGGHL is referred to
as the ``Company.''
In making an investment decision, prospective investors must rely on their own examination of the
Consolidated Group and the terms of the Offering, including the merits and risks involved. In addition,
neither we nor Goldman Sachs International, J.P. Morgan Securities plc, HSBC Bank plc, DNB Markets, a
division of DNB Bank ASA, The Royal Bank of Scotland plc or Lloyds Bank plc (the Initial Purchasers)
nor any of our or their respective representatives is making any representation to you regarding the
legality of an investment in the Notes, and you should not construe anything in this Offering
Memorandum as legal, business or tax advice. You should consult your own advisors as to legal, tax,
business, financial and related aspects of an investment in the Notes. You must comply with all laws
applicable in any jurisdiction in which you buy, offer or sell the Notes or possess or distribute this
Offering Memorandum, and you must obtain all applicable consents and approvals; neither we nor the
Initial Purchasers shall have any responsibility for any of the foregoing legal requirements.
We accept responsibility for the information contained in this Offering Memorandum. To the best of our
knowledge and belief, the information contained in this Offering Memorandum with regard to us and our
subsidiaries and the Notes is in accordance with the facts and does not omit anything likely to affect the
import of such information. The information contained in this Offering Memorandum is as of the date
hereof. Neither the delivery of this Offering Memorandum at any time after the date of publication nor any
subsequent commitment to purchase the Notes shall, under any circumstances, create an implication
that there has been no change in the information set forth in this Offering Memorandum or in our
business since the date of this Offering Memorandum.
The Initial Purchasers, the Trustee, the Security Agent and the agents make no representation or
warranty, 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 as to the past or future.
The information contained in this Offering Memorandum has been furnished by us and other sources we
believe to be reliable. This Offering Memorandum contains summaries, believed to be accurate, of some
of the terms of specific documents, but reference is made to the actual documents, copies of which will
be made available upon request, for the complete information contained in those documents. You
should contact us or the Initial Purchasers with any questions about the Offering or if you require
additional information to verify the information contained in this Offering Memorandum. All summaries
are qualified in their entirety by this reference. Copies of such documents and other information relating
to the issuance of the Notes and the Guarantees will be available at the specified offices of the listing
agent in Luxembourg. See ``Listing and General Information.''
By receiving this Offering Memorandum, you acknowledge that you have not relied on the Initial
Purchasers in connection with your investigation of the accuracy of this information or your decision
whether to invest in the Notes.
ii

No person is authorized in connection with any offering made by this Offering Memorandum to give any
information or to make any representation not contained in this Offering Memorandum and, if given or
made, any other information or representation must not be relied upon as having been authorized by the
Issuer, the Guarantors or the Initial Purchasers. The information contained in this Offering Memorandum
is accurate as of the date hereof. Neither the delivery of this Offering Memorandum at any time nor any
subsequent commitment to purchase the Notes and the Guarantees shall, under any circumstances,
create any implication that there has been no change in the information set forth in this Offering
Memorandum or in the business of the Issuer or the Guarantors since the date of this Offering
Memorandum.
The Notes and the Guarantees are subject to restrictions on transferability and resale and may not be
transferred or resold, except as permitted under the U.S. Securities Act and applicable state securities
laws, pursuant to registration or exemption therefrom. So long as the Notes are listed on the Official List
of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market, the Notes will
otherwise be freely transferable and negotiable. As a prospective investor, you should be aware that you
may be required to bear the financial risks of this investment for an indefinite period of time. See ``Plan of
Distribution'' and ``Transfer Restrictions.''
AGGHL is not licensed or registered in Guernsey by the Guernsey Financial Services Commission (the
GFSC) or registered or authorized by the GFSC as a collective investment scheme, and the GFSC has
not and will not approve the content or dissemination of this Offering Memorandum or any other
document relating to or in connection with the Notes and the Guarantees. Pursuant to the Protection of
Investors (Bailiwick of Guernsey) Law, 1987, as amended (the POI Law), AGGHL shall not, in any
documents issued by it, make any statements, promises or forecasts that it knows to be misleading,
false or deceptive in a material particular, or dishonestly conceal any material facts, or recklessly make
(dishonestly or otherwise) a statement, promise or forecast that is misleading, false or deceptive in a
material particular.
Failure to comply with the foregoing requirements of the POI Law is a criminal offence and may render
the directors of AGGHL liable to prosecution. Further, any contract agreed with an investor in
contravention of the POI Law may be unenforceable and the investor may be entitled to a return of any
monies paid.
The Notes and the Guarantees may not be offered directly to the public in or from within the Bailiwick of
Guernsey other than by persons regulated under the POI Law or to persons regulated under any of
Guernsey's financial services regulatory laws including, without limitation, a person licensed under the
POI Law and in each case provided that the offeror and the offering documents comply with the
requirements of the POI Law and all applicable rules, regulations and guidance notes issued by the
GFSC.
We intend to list the Notes on the Official List of the Luxembourg Stock Exchange for trading on the Euro
MTF Market, and have submitted this Offering Memorandum to the competent authority in connection
with the listing application. In the course of any review by the competent authority, we may be requested
to make changes to the financial and other information included in this Offering Memorandum.
Comments by the competent authority may require significant modification or reformulation of
information contained in this Offering Memorandum or may require the inclusion of additional
information, including financial information in respect of the Guarantors. We may also be required to
update the information in this Offering Memorandum to reflect changes in our business, financial
condition or results of operations and prospects. We cannot guarantee that our application for
admission of the Notes to trading on the Euro MTF Market and to list the Notes on the Official List of the
Luxembourg Stock Exchange will be approved and settlement of the Notes is not conditioned on
obtaining this listing.
We and the Initial Purchasers reserve the right to reject all or a part of any offer to purchase the Notes, for
any reason. We and the Initial Purchasers also reserve the right to sell less than all the Notes offered by
this Offering Memorandum or to sell to any purchaser less than the amount of Notes it has offered to
purchase.
This Offering Memorandum is confidential and has been prepared by us solely for use in connection with
the Offering. The distribution of this Offering Memorandum and the offer and sale of the Notes and the
Guarantees are restricted by law in some jurisdictions. This Offering Memorandum does not constitute
an offer to sell or an invitation to subscribe for or purchase any of the Notes and the Guarantees in any
iii

jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to
make such an offer or invitation. Each prospective offeree or purchaser of the Notes and the Guarantees
must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases,
offers or sells the Notes and the Guarantees or possesses or distributes this Offering Memorandum, and
must obtain any consent, approval or permission required under any regulations in force in any
jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither the
Issuer nor the Initial Purchasers shall have any responsibility thereof. See ``Notice to U.S. Investors,''
``Notice to Certain European Investors,'' ``Plan of Distribution'' and ``Transfer Restrictions.''
Investing in the Notes involves a high degree of risk. See ``Risk Factors'' beginning on page 37.
TAX CONSIDERATIONS
Prospective purchasers of the Notes are advised to consult their own tax advisors as to the
consequences of purchasing, holding and disposing of the Notes, including, without limitation, the
application of U.S. federal tax laws to their particular situations, as well as any consequences to them
under the laws of any other taxing jurisdiction, and the consequences of purchasing the Notes at a price
other than the initial issue price. See ``Certain Tax Considerations.''
STABILIZATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, GOLDMAN SACHS INTERNATIONAL (THE
STABILIZING MANAGER) (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER)
MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR
PERSONS ACTING ON BEHALF OF A STABILIZING MANAGER) WILL UNDERTAKE
STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON
WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES
IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT 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.
NOTICE TO U.S. INVESTORS
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under ``Transfer Restrictions.''
The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act or
with the U.S. Securities and Exchange Commission (the SEC) or any other securities regulatory authority
of any state or other jurisdiction in the United States and may not be offered or sold in the United States,
except to QIBs within the meaning of Rule 144A, in reliance on the exemption from the registration
requirements of the U.S. Securities Act provided by Rule 144A. Prospective investors are hereby notified
that sellers of the Notes may be relying on the exemption from the registration requirements of Section 5
of the U.S. Securities Act provided by Rule 144A. The Notes may be offered and sold outside the United
States in reliance on Regulation S. For a description of certain restrictions on transfers of the Notes, see
``Transfer Restrictions.''
The securities offered hereby have not been reviewed or recommended by any U.S. federal or state
securities commission or regulatory authority. Furthermore, the foregoing authorities have not passed
upon the merits of this Offering or confirmed the accuracy or determined the adequacy of this Offering
Memorandum. Any representation to the contrary is a criminal offense under the laws of the United
States.
NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
This Offering Memorandum has been prepared on the basis that all offers of Notes will be made
pursuant to an exemption under the Prospectus Directive, as amended, as implemented in Member
States of the European Economic Area (EEA), from the requirement to produce a prospectus for offers of
the Notes. Accordingly, any person making or intending to make any offer within the EEA of the Notes
that are subject of the Offering contemplated in this Offering Memorandum must only do so in
iv

circumstances in which no obligation arises for the Issuer, any of the Guarantors or the Initial Purchasers
to produce a prospectus for such offer. Neither the Issuer nor any Guarantor nor the Initial Purchasers
have authorized, nor do they authorize, the making of any offer of the Notes through any financial
intermediary, other than offers made by the Initial Purchasers, which constitute the final placement of the
Notes contemplated in this Offering Memorandum. The expression Prospectus Directive means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the
extent implemented in the Relevant Member State), and includes any relevant implementing measure in
the Relevant Member State. The expression 2010 PD Amending Directive means Directive 2010/73/EU.
In relation to each Member State of the EEA that has implemented the Prospectus Directive (each, a
Relevant Member State), with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the Relevant Implementation Date), no offer has been
made and no offer will be made of the Notes to the public in that Relevant Member State prior to the
publication of a prospectus in relation to the Notes that has been approved by the competent authority in
that Relevant Member State or, where appropriate, approved in another Relevant Member State and
notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus
Directive, except that, with effect from and including the Relevant Implementation Date, an offer of the
Notes may be made to the public in that Relevant Member State at any time:
(i)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(ii) to fewer than 150 natural or legal persons (other than ``qualified investors'' as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior
consent of the relevant dealer or dealers nominated by the Issuer for any such offer; or
(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes shall result in a requirement for the publication by the Issuer, any
Guarantor or the Initial Purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an ``offer of Notes to the public'' in relation to any
Notes in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to
decide to purchase or subscribe for the Notes, as such expression may be varied in the Relevant
Member State by any measure implementing the Prospectus Directive in that Relevant Member State.
Each subscriber for or purchaser of the Notes in the Offering located within a Relevant Member State will
be deemed to have represented, acknowledged and agreed that it is a ``qualified investor'' within the
meaning of Article 2(1)(e) of the Prospectus Directive. The Issuer, any Guarantor, the Initial Purchasers
and their respective affiliates, and others will rely upon the truth and accuracy of the foregoing
representation, acknowledgement and agreement. Notwithstanding the above, a person who is not a
qualified investor and who has notified the Initial Purchasers of such fact in writing may, with the consent
of the Initial Purchasers, be permitted to subscribe for or purchase the Notes in the Offering.
United Kingdom
This Offering Memorandum is for distribution only to persons who (i) have professional experience in
matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the Financial Promotion Order), (ii) are persons falling
within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the
Financial Promotion Order, (iii) are outside the United Kingdom (the UK) or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within the meaning of Section 21 of the
Financial Services and Markets Act 2000) in connection with the issue or sale of any Notes may
otherwise lawfully be 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.
v

FORWARD-LOOKING STATEMENTS
This Offering Memorandum includes forward-looking statements. When used in this document, the
words ``anticipate,'' ``believe,'' ``estimate,'' ``forecast,'' ``expect,'' ``intend,'' ``plan'' and ``project'' and
similar expressions, as they relate to us, our management or third parties, identify forward-looking
statements. Forward-looking statements include statements regarding our business strategy, financial
condition, results of operations and market data, as well as any other statements that are not historical
facts. These statements reflect beliefs of our management, as well as assumptions made by our
management and information currently available to us. Although we believe that these beliefs and
assumptions are reasonable, these statements are subject to numerous factors, risks and uncertainties
that could cause actual outcomes and results to be materially different from those projected. These
factors, risks and uncertainties expressly qualify all subsequent oral and written forward-looking
statements attributable to us or persons acting on our behalf and include, among others, the following:
·
failure to comply with applicable legislation, regulation or codes of conduct of the debt purchase
and the broader consumer credit industry, or changes to the regulatory environment in the UK,
Portugal, France, the Netherlands or any other jurisdiction where we may in the future operate;
·
inability to obtain, share and retain customer data under privacy, data protection and related laws;
·
changes in the economic environment in the markets in which we operate;
·
ability of our customers to pay their debts;
·
deterioration in the value of the debt portfolios we have purchased or the inability to collect sufficient
amounts on our debt portfolios;
·
failure of statistical models and analytical tools to accurately project remaining cash flow from our
debt portfolios;
·
an insufficient supply of debt portfolios available to purchase, or our inability to obtain sufficient
funding to purchase further available debt portfolios;
·
inability to compete on the basis of price or the loss of competitive advantages;
·
failure, inaccuracy or loss of access to our data analytics systems, IT systems or proprietary
customer profiles, or our competitors' development of comparable tools;
·
loss of key relationships with vendors of debt portfolios, third-party DCAs and other business
partners;
·
failure by our third party suppliers and partners to adequately perform or comply with applicable
laws and regulations;
·
inability to manage our growth and maintain effective operations in line with growth;
·
security breaches, interruptions in technology, increased technology costs or an inability to
successfully anticipate, manage or adopt technological advances within our industry;
·
changes in our customers' financial circumstances, including being subject to personal insolvency
procedures;
·
seasonal purchase and business patterns;
·
negative attention and news regarding the debt collection industry and individual debt collectors;
·
failure to retain senior management and other key employees;
·
effects on our results from our inability to obtain account documents for some of the accounts that
we purchase;
·
purchase of portfolios containing accounts that are not eligible to be collected or are subject to
limitations and requirements imposed by Debt Sellers;
·
revaluation of our purchased loan portfolios;
·
inability to meet financial and other reporting requirements or implement effective internal control
and portfolio pricing standards;
·
failure, and that of our third-party DCAs, to service underlying accounts in our debt portfolios;
vi

·
examinations and challenges by tax authorities and ongoing risks of litigation;
·
inability to complete, integrate effectively and realize the benefits of current or potential future
acquisitions and business combinations, including achieving any anticipated synergies;
·
failure to protect proprietary processes and systems;
·
purchase of portfolios pursuant to Forward Flow Agreements at a higher price than desired;
·
fluctuations in foreign exchange rates; and
·
exposure to unexpected risk and potential losses through derivative transactions.
See ``Risk Factors'' for further details.
The foregoing factors and other factors described under ``Risk Factors'' should not be construed as
exhaustive. We do not assume any obligation to update any forward-looking statements and disclaim
any obligation to update our view of any risks or uncertainties described herein or to publicly announce
the result of any revisions to the forward-looking statements made in this Offering Memorandum, except
as required by law.
In addition, this Offering Memorandum contains information concerning our industry generally, which is
forward-looking in nature and based on a variety of assumptions regarding the ways in which our
industry will develop. We have based these assumptions on information currently available to us,
including through the market research and industry reports referred to in this Offering Memorandum.
Although we believe that this information is reliable, we have not independently verified and cannot
guarantee its accuracy or completeness. If any one or more of these assumptions turn out to be
incorrect, actual market results may differ from those predicted. While we do not know what impact any
such differences may have on our business, if there are such differences, they could have a material
adverse effect on our future results of operations and financial condition, and on the trading price of the
Notes.
Unless required by law, we assume no obligation to update the forward-looking statements contained in
this Offering Memorandum to reflect actual results, changes in assumptions or changes in factors
affecting these statements.
vii

USE OF TERMS
Our Business
In this Offering Memorandum, except where the context otherwise requires or it is otherwise indicated,
with respect to our business:
·
AGGHL Group means AGGHL and its consolidated subsidiaries. AGGHL was our ultimate parent
holding company prior to the restructuring in connection with the IPO on October 7, 2013, when
AGG became our ultimate holding company;
·
Audit and Risk Committee means the audit and risk committee of the Board;
·
Board means the board of directors of AGG;
·
Capquest Acquisition means the acquisition of the entire issued share capital of Quest Topco
Limited for £158 million in cash by AGIHL on November 28, 2014;
·
Capquest Group means Quest Topco Limited and its subsidiaries, as acquired by AGIHL pursuant
to the Capquest Acquisition;
·
CC Companies means Arrow Global Limited, Arrow Global Guernsey Limited, Arrow Global
Receivables Management Limited, Arrow Global Management Limited, Arrow Global Egerton
Limited (subsequently renamed Erudio Customer Management Limited), Arrow Global Massey
Limited, Arrow Global Legh Limited, Arrow Global Accounts Management Limited, Capquest
Investments Limited, Capquest Mortgage Servicing Limited and Capquest Debt Recovery Limited,
which are currently the only Consolidated Group businesses with permission to conduct consumer
credit-related regulated activities in the UK. We applied for full FCA authorization in respect of Arrow
Global Limited, Capquest Debt Recovery Limited, Capquest Mortgage Servicing Limited, Arrow
Global Massey Limited, Arrow Global Legh Limited and Erudio Customer Management Limited in
September 2015, and following the receipt of such authorization, which is expected during 2016,
CC Companies will mean only those entities;
·
CCA means the UK Consumer Credit Act 1974 and related secondary legislation;
·
CEO means Chief Executive Officer;
·
CFO means Chief Financial Officer;
·
CIO means Chief Investment Officer;
·
CNPD means the Comiss~
ao Nacional de Protec¸
c~
ao de Dados (the National Data Protection
Commission in Portugal);
·
Conduct and Compliance Committee means the conduct and compliance committee of AGG;
·
CONC means the FCA's Consumer Credit sourcebook;
·
Consolidated Group means AGG, our ultimate holding company since October 2013, and its
consolidated subsidiaries;
·
Contingent Collections means collections of overdue receivables on behalf of third parties;
·
COO means Chief Operating Officer;
·
CRO means Chief Risk Officer;
·
CSA means the UK Credit Services Association;
·
DBSG means the UK Debt Buyers and Sellers Group;
·
DCAs means debt collection agencies;
·
Debt Originators means financial institutions or other initial credit providers to consumers, certain
of which entities choose to sell Paying Accounts or non-Paying Accounts receivables related thereto
to debt purchasers;
·
Debt Sellers means Debt Originators and Secondary Sellers;
·
Disclosure Committee means the disclosure committee of the Board;
·
European Economic Area or EEA means the European Union, Iceland, Norway and Liechtenstein;
viii

·
European Union or EU means an economic and political union of 28 Member States, which are
located primarily in Europe;
·
Eurozone means the Member States of the European Union that have adopted the euro as their
common currency and sole legal tender;
·
Experian means Experian PLC;
·
FCA means the Financial Conduct Authority, a regulatory body that regulates financial services
``providers'' and ``activities'' in the UK;
·
FCA Handbook means the FCA's Handbook of rules and guidance;
·
Forward Flow Agreement means an agreement to sell several portfolios over a period of time at a
pre-determined price and quality of debt;
·
FOS means the UK Financial Ombudsman Service;
·
FSMA means the Financial Services and Markets Act 2000;
·
Gesphone means Servicos de Tratamento e Aquisicao de Dividas, a Portuguese servicer of
non-performing loans, which we acquired on April 1, 2015;
·
GFSC means the Guernsey Financial Services Commission;
·
Guernsey Data Protection Law means the Data Protection (Bailiwick of Guernsey) Law, 2001, as
amended;
·
ICO means the UK Information Commissioner's Office;
·
ISO 27001 means the International Organization for Standardization's certificate for information
technology, security techniques, and information security management systems;
·
IT means information technology;
·
InVesting Acquisition means the proposed acquisition by AGIHL of the InVesting Group,
announced by us on April 1, 2016;
·
InVesting Group means InVesting B.V. and its direct and indirect subsidiaries;
·
London Stock Exchange means London Stock Exchange PLC;
·
MCS means Promotoria MCS Holding SAS, a French market leader in retail banking assets, in
which we acquired a 15% interest in December 2014;
·
Member State means a member state of the European Union;
·
Nomination Committee means the nomination committee of the Board;
·
OC&C means OC&C Strategy Consultants LLP;
·
OFCOM means the UK Office of Communications;
·
Official List means the Official List maintained by the FCA;
·
OFT means the UK Office of Fair Trading;
·
Paying Account means an account that has shown at least one payment over the last three months
or at least two payments over the last six months;
·
PCB means the Proprietary Collections Bureau;
·
POI Law means the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended;
·
Portfolio ERC Model means the model used by us to model future estimated remaining collections
on Existing Portfolios;
·
Portfolio Review Committee means the portfolio review committee of AGG;
·
Portuguese Acquisitions means the acquisition of Whitestar on April 22, 2015 and of Gesphone on
April 1, 2015, and related loan portfolios, as further described in this Offering Memorandum. See
``Business--Our History and Development'';
·
Remuneration Committee means the remuneration committee of the Board;
ix