Obligation Matterhorn Télécom S.A. 3.875% ( XS1219465728 ) en EUR

Matterhorn Télécom S.A.

100 % ▼

Suisse

XS1219465728 ( en EUR )

3.875% par an ( paiement semestriel )

30/04/2022 - Obligation échue

Prospectus brochure de l'obligation Matterhorn Telecom S.A XS1219465728 en EUR 3.875%, échue

100 000 EUR

1 000 000 000 EUR

Matterhorn Telecom S.A. est un opérateur de télécommunications suisse spécialisé dans les services de téléphonie fixe, mobile et internet, principalement pour les entreprises et les clients résidentiels dans le canton du Valais.

L'Obligation émise par Matterhorn Télécom S.A. ( Suisse ) , en EUR, avec le code ISIN XS1219465728, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2022

OFFERING MEMORANDUM
Not for General Circulation in the United States
CHF 2,016,510,000 (equivalent) Senior Secured Notes and Senior Notes
CHF 1,758,010,000 (equivalent) Senior Secured Notes
CHF 450,000,000 3.625% Senior Secured Notes due 2022
1,000,000,000 3.875% Senior Secured Notes due 2022
265,000,000 Floating Rate Senior Secured Notes due 2022
issued by
Matterhorn Telecom S.A.
250,000,000 4.875% Senior Notes due 2023
issued by
Matterhorn Telecom Holding S.A.
Matterhorn Telecom S.A., a société anonyme organized and existing under the laws of the Grand Duchy of Luxembourg (the "Senior Secured Notes Issuer"), is
offering CHF 1,758,010,000 (equivalent) aggregate principal amount of its Senior Secured Notes due 2022 comprising CHF 450,000,000 aggregate principal amount
of its 3.625% Senior Secured Notes due 2022 (the "CHF Fixed Rate Senior Secured Notes"), 1,000,000,000 aggregate principal amount of its 3.875% Senior
Secured Notes due 2022 (the "Euro Fixed Rate Senior Secured Notes" and, together with the CHF Fixed Rate Senior Secured Notes, the "Fixed Rate Senior Secured
Notes") and 265,000,000 aggregate principal amount of its Floating Rate Senior Secured Notes due 2022 (the "Floating Rate Senior Secured Notes" and, together
with the Fixed Rate Senior Secured Notes, the "Senior Secured Notes"). Matterhorn Telecom Holding S.A., a société anonyme organized and existing under the laws
of the Grand Duchy of Luxembourg (the "Senior Notes Issuer" and, together with the Senior Secured Notes Issuer, the "Issuers"), is offering 250,000,000 aggregate
principal amount of its 4.875% Senior Notes due 2023 (the "Senior Notes" and, together with the Senior Secured Notes, the "Notes").
Each series of the Fixed Rate Senior Secured Notes will mature on May 1, 2022. The Senior Secured Notes Issuer will pay interest on each series of the Fixed
Rate Senior Secured Notes semi-annually in arrears on each May 1 and November 1, commencing on November 1, 2015. Prior to May 1, 2018, the Senior Secured
Notes Issuer will be entitled, at its option, to redeem all or a portion of each series of the Fixed Rate Senior Secured Notes by paying a "make-whole" premium. At
any time on or after May 1, 2018, the Senior Secured Notes Issuer may redeem all or part of each series of the Fixed Rate Senior Secured Notes by paying a specified
redemption price. In addition, prior to May 1, 2018, the Senior Secured Notes Issuer may redeem at its option no more than 40% of each series of the Fixed Rate
Senior Secured Notes with the net cash proceeds from certain equity offerings. Upon certain events defined as constituting a change of control, the Senior Secured
Notes Issuer may be required to make an offer to purchase each series of the Fixed Rate Senior Secured Notes. In the event of certain developments affecting
taxation, the Senior Secured Notes Issuer may redeem all, but not less than all, of each series of the Fixed Rate Senior Secured Notes.
The Floating Rate Senior Secured Notes will mature on May 1, 2022. The Senior Secured Notes Issuer will pay interest on the Floating Rate Senior Secured
Notes quarterly in arrears on each February 1, May 1, August 1 and November 1, commencing on August 1, 2015. Prior to May 1, 2016, the Senior Secured Notes
Issuer will be entitled, at its option, to redeem all or a portion of the Floating Rate Senior Secured Notes by paying a "make-whole" premium. At any time on or
after May 1, 2016, the Senior Secured Notes Issuer may redeem all or part of the Floating Rate Senior Secured Notes by paying a specified redemption price.
Upon certain events defined as constituting a change of control, the Senior Secured Notes Issuer may be required to make an offer to purchase the Floating Rate
Senior Secured Notes. In the event of certain developments affecting taxation, the Senior Secured Notes Issuer may redeem all, but not less than all, of the
Floating Rate Senior Secured Notes.
The Senior Notes will mature on May 1, 2023. The Senior Notes Issuer will pay interest on the Senior Notes semi-annually in arrears on each May 1 and
November 1, commencing on November 1, 2015. Prior to May 1, 2018, the Senior Notes Issuer will be entitled, at its option, to redeem all or a portion of the Senior
Notes by paying a "make-whole" premium. At any time on or after May 1, 2018, the Senior Notes Issuer may redeem all or part of the Senior Notes by paying a
specified redemption price. In addition, prior to May 1, 2018, the Senior Notes Issuer may redeem at its option no more than 40% of the Senior Notes with the net cash
proceeds from certain equity offerings. Upon certain events defined as constituting a change of control, the Senior Notes Issuer may be required to make an offer to
purchase the Senior Notes. In the event of certain developments affecting taxation, the Senior Notes Issuer may redeem all, but not less than all, of the Senior Notes.
The Senior Secured Notes will be senior obligations of the Senior Secured Notes Issuer and will be guaranteed on a senior basis, subject to certain
limitations, by the Senior Notes Issuer, Matterhorn Mobile S.A. ("Matterhorn Mobile"), Orange Communications SA (the "Company" or "Orange") and Orange
Network SA ("Orange Network") (such guarantors, collectively, the "Senior Secured Notes Guarantors"). The guarantee of the Senior Secured Notes by each
Senior Secured Notes Guarantor (each a "Senior Secured Notes Guarantee" and, collectively, the "Senior Secured Notes Guarantees") will be (i) senior in right of
payment to any subordinated indebtedness of the relevant Senior Secured Notes Guarantors, including the guarantees of the Senior Notes, as applicable;
(ii) effectively senior in right of payment to any existing or future obligations of the relevant Senior Secured Notes Guarantor that is unsecured or secured on a
basis junior to the Senior Secured Notes, to the extent of the value of the collateral that is available to satisfy the obligations under the Senior Secured Notes; and
(iii) effectively subordinated to any existing and future indebtedness of such Senior Secured Notes Guarantor's guarantee that is secured by property or assets that
do not secure the Senior Secured Notes Guarantor's guarantee, to the extent of the value of the property or assets securing such indebtedness.
The Senior Notes will be senior obligations of the Senior Notes Issuer and will be guaranteed on a senior subordinated basis, subject to certain limitations, by
the Senior Secured Notes Issuer, Matterhorn Mobile, Orange and Orange Network (such guarantors, collectively, the "Senior Notes Guarantors" and, together with
the Senior Secured Notes Guarantors, the "Guarantors"). The guarantee of the Senior Notes by each Senior Notes Guarantor (each a "Senior Notes Guarantee" and,
collectively, the "Senior Notes Guarantees" and, together with the Senior Secured Notes Guarantees, the "Guarantees") will (i) be subordinated in right of payment to
all existing and future senior indebtedness of each Senior Notes Guarantor (including the Senior Notes Guarantors' obligations under the Senior Secured Notes, the
Revolving Credit Facility and certain hedging agreements); (ii) rank senior in right of payment to any existing and future obligations of such Senior Notes Guarantor
that is expressly subordinated to such Senior Notes Guarantee; and (iii) be effectively subordinated to any existing and future indebtedness of such Senior Notes
Guarantor that is secured by liens senior to the liens securing that Senior Notes Guarantor's guarantee or secured with property or assets that do not secure that Senior
Notes Guarantor's guarantee, to the extent of the value of the property or assets securing such indebtedness.
The Senior Secured Notes will be secured by first-ranking liens granted on an equal and ratable first-priority basis over the same assets that secure the
Revolving Credit Facility (as defined herein), subject to the operation of the Agreed Security Principles (as defined herein) and the Intercreditor Agreement (as
defined herein). Subject to the terms of the Intercreditor Agreement, lenders under the Revolving Credit Facility and counterparties to certain hedging obligations
will receive proceeds from the enforcement of the security in priority to holders of the Senior Secured Notes. The Senior Notes and the Senior Notes Guarantees
will be secured on a second-priority basis over the shares of the Senior Secured Notes Issuer, subject to the operation of the Agreed Security Principles. See
"Summary--The Offering--Security."
The Notes will initially be represented by global notes, which will be delivered through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream") on or about April 23, 2015 (the "Issue Date").
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market. This offering
memorandum constitutes a prospectus for purposes of Luxembourg law on prospectus securities dated July 10, 2005, as amended. The Notes are offered to a limited
number of qualified investors within the meaning of the Luxembourg Law of July 10, 2005 on prospectuses for securities, in all cases under circumstances designed
to preclude a distribution which would be other than a private placement. This offering memorandum (the "Offering Memorandum") may not be reproduced or used
for any other purpose, nor be furnished to any other person other than those to whom copies have been sent.
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 28.
CHF Fixed Rate Senior Secured Notes Price: 100.000% plus accrued interest, if any, from the Issue Date
Euro Fixed Rate Senior Secured Notes Price: 100.000% plus accrued interest, if any, from the Issue Date
Floating Rate Senior Secured Notes Price: 100.000% plus accrued interest, if any, from the Issue Date
Senior Notes Price: 100.000% plus accrued interest, if any, from the Issue Date
The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws
of any other jurisdiction. The Notes and the Guarantees may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons,
except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act ("Rule 144A") and to
certain persons in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S"). You are hereby notified that sellers of the Notes and
the Guarantees may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. See "Notice to Investors" and
"Transfer Restrictions" for additional information about eligible offerees and transfer restrictions.
Global Coordinator and Joint Bookrunner
Credit Suisse
Joint Bookrunners
BNP PARIBAS
J.P.Morgan
Société Générale
Goldman Sachs International
Natixis
The date of this Offering Memorandum is May 19, 2015.

Table of Contents
Page
Page
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . .
1
DESCRIPTION OF THE SENIOR
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . .
28
SECURED NOTES . . . . . . . . . . . . . . . . . .
151
USE OF PROCEEDS . . . . . . . . . . . . . . . . . .
64
DESCRIPTION OF THE SENIOR
SUMMARY CAPITALIZATION . . . . . . . .
65
NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . .
224
SELECTED HISTORICAL FINANCIAL
BOOK-ENTRY; DELIVERY AND
INFORMATION . . . . . . . . . . . . . . . . . . . .
66
FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . .
291
MANAGEMENT'S DISCUSSION AND
TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
296
ANALYSIS OF FINANCIAL
PLAN OF DISTRIBUTION . . . . . . . . . . . . .
303
CONDITION AND RESULTS OF
TRANSFER RESTRICTIONS . . . . . . . . . .
306
OPERATIONS . . . . . . . . . . . . . . . . . . . . .
69
AVAILABLE INFORMATION . . . . . . . . .
309
INDUSTRY OVERVIEW . . . . . . . . . . . . . .
90
INDEPENDENT AUDITORS . . . . . . . . . . .
310
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
LEGAL MATTERS . . . . . . . . . . . . . . . . . . .
311
REGULATION . . . . . . . . . . . . . . . . . . . . . . .
113
LISTING AND GENERAL
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . .
120
INFORMATION . . . . . . . . . . . . . . . . . . . .
312
PRINCIPAL SHAREHOLDER . . . . . . . . .
122
GLOSSARY OF TECHNICAL TERMS . .
314
CERTAIN RELATIONSHIPS AND
INDEX TO FINANCIAL
RELATED PARTY
STATEMENTS . . . . . . . . . . . . . . . . . . . . .
F-1
TRANSACTIONS . . . . . . . . . . . . . . . . . . .
123
DESCRIPTION OF CERTAIN
FINANCING ARRANGEMENTS . . . . .
124

NOTICE TO INVESTORS
You should rely only on the information contained in this Offering Memorandum. None of the Issuers or
any of Credit Suisse Securities (Europe) Limited, BNP Paribas, J.P. Morgan Securities plc, Société Générale,
Goldman Sachs International and Natixis (together, the "Initial Purchasers") has authorized anyone to provide
you with any information or represent anything about the Issuers, the financial results of their predecessor
companies or this Offering that is not contained in this Offering Memorandum. If given or made, any such other
information or representation should not be relied upon as having been authorized by any of the Issuers or the
Initial Purchasers. None of the Issuers or any of the Initial Purchasers is making an offering of any Notes in any
jurisdiction where this Offering is not permitted. You should not assume that the information contained in this
Offering Memorandum is accurate as at any date other than the date on the front of this Offering Memorandum.
THE NOTES (AND THE GUARANTEES) HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S.
PERSONS UNLESS THE NOTES (AND THE GUARANTEES) ARE REGISTERED UNDER THE
SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT IS AVAILABLE. SEE "PLAN OF DISTRIBUTION" AND "TRANSFER RESTRICTIONS."
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL
RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. PROSPECTIVE PURCHASERS
ARE HEREBY NOTIFIED THAT THE SELLER OF ANY SECURITY MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A UNDER THE SECURITIES ACT.
No dealer, salesperson or other person has been authorized to give any information or to make any
representation not contained in this Offering Memorandum and, if given or made, any such information or
representation must not be relied upon as having been authorized by the Issuers, any of their respective affiliates,
or any of the Initial Purchasers. This Offering Memorandum does not constitute an offer of any securities other
than those to which it relates or an offer to sell, or a solicitation of an offer to buy, to any person in any
jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this Offering
Memorandum nor any sale made under it shall, under any circumstances, create any implication that there has
been no change in the affairs of the Issuers since the date of this Offering Memorandum or that the information
contained in this Offering Memorandum is correct as of any time subsequent to that date.
The information contained in this Offering Memorandum has been furnished by the Issuers, the MMH
Group 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. By
receiving this Offering Memorandum, investors acknowledge that they have had an opportunity to request for
review, and have received, all additional information they deem necessary to verify the accuracy and
completeness of the information contained in this Offering Memorandum. Investors also acknowledge that they
have not relied on the Initial Purchasers in connection with their investigation of the accuracy of this information
or their decision to invest in the Notes. The contents of this Offering Memorandum are not to be considered
legal, business, financial, investment, tax or other advice. Prospective investors should consult their own counsel,
accountants and other advisors as to legal, business, financial, investment, tax and other aspects of a purchase of
the Notes. In making an investment decision, investors must rely on their own examination of the Issuers and
their respective affiliates, the terms of the Offering of any of the Notes and the merits and risks involved.
For so long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for
trading on the Euro MTF Market of that exchange and the rules and regulations of the Luxembourg Stock
Exchange so require, the Issuers will also provide a copy of the foregoing information and reports to the
Luxembourg Stock Exchange and make this information available in Luxembourg at the office of the Listing
Agent. Furthermore, for so long as any of the Notes remain outstanding and are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act, the Issuers will, during any period in which any Issuer is
neither subject to the reporting requirements of Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934,
as amended (the "Exchange Act"), nor exempt from such reporting requirements under Rule 12g3-2(b) of the
Exchange Act, as amended, make available to the holder or beneficial owner of such restricted securities or to
any prospective purchaser of such restricted securities designated by or such holder or beneficial owner, in each
case upon the request of such holder, beneficial owner or prospective purchaser, the information required to be
provided by Rule 144A(d)(4) under the Securities Act. Any such request should be directed to the Issuers.
Copies of the Indentures may be freely obtained at the specified office of the Listing Agent for as long as
the Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro
MTF Market of that exchange. See "Listing and General Information."
ii

This Offering is being made in reliance upon exemptions from registration under the Securities Act for an
offer and sale of securities that does not involve a public offering. The Notes have not been registered with,
recommended by or approved by the U.S. Securities and Exchange Commission (the "SEC") or any other U.S.
federal, state or foreign securities commission or regulatory authority, nor has any such commission or regulatory
authority reviewed or passed upon the accuracy or adequacy of this Offering Memorandum. Any representation
to the contrary is a criminal offense.
The laws of certain jurisdictions may restrict the distribution of this Offering Memorandum and the offer
and sale of the Notes. Persons into whose possession this Offering Memorandum or any of the Notes come must
inform themselves about, and observe any such restrictions. None of the Issuers, the Initial Purchasers or their
respective representatives is making any representation to any offeree or any purchaser of the Notes regarding the
legality of any investment in the Notes by such offeree or purchaser under applicable investment or similar laws
or regulations. For a further description of certain restrictions on the offering and sale of the Notes and the
distribution of this Offering Memorandum, see "Notice to Investors" and "Transfer Restrictions."
To purchase any of the Notes, investors must comply with all applicable laws and regulations in force in any
jurisdiction in which investors purchase, offer or sell any Notes or possess or distribute this Offering
Memorandum. Investors must also obtain any consent, approval or permission required by such jurisdiction for
investors to purchase, offer or sell any of the Notes under the laws and regulations in force in any jurisdiction to
which investors are subject. None of the Issuers, its affiliates or the Initial Purchasers will have any responsibility
therefor.
No action has been taken by the Initial Purchasers, the Issuers or any other person that would permit an
offering of any of the Notes or the circulation or distribution of this Offering Memorandum or any offering
material in relation to the Issuers, or their respective affiliates or any of the Notes in any country or jurisdiction
where action for that purpose is required.
The Initial Purchasers reserve the right to withdraw this Offering at any time and to reject any commitment
to subscribe for the Notes, in whole or in part. The Initial Purchasers also reserve the right to allot less than the
full amount of Notes sought by investors. The Initial Purchasers and certain related entities may acquire a portion
of the Notes for their own account. Persons into whose possession this Offering Memorandum or any of the
Notes come must inform themselves about, and observe any restrictions on, the transfer and exchange of the
Notes. See "Plan of Distribution" and "Transfer Restrictions."
The Notes will be issued in fully registered form. The CHF Fixed Rate Senior Secured Notes will be issued
in denominations of CHF 150,000 and in integral multiples of CHF 1,000 in excess thereof. The Euro Fixed Rate
Senior Secured Notes, the Floating Rate Senior Secured Notes and the Senior Notes will each be issued in
denominations of 100,000 and in integral multiples of 1,000 in excess thereof.
Each Issuer accepts responsibility for the information contained in this Offering Memorandum. Each Issuer
has made all reasonable inquiries and confirmed to the best of its knowledge, information and belief that the
information contained in this Offering Memorandum with regard to itself and its affiliates and the Notes is true
and accurate in all material respects, that the opinions and intentions expressed in this Offering Memorandum are
honestly held, and the Issuers are not aware of any facts the omission of which would make this Offering
Memorandum or any statement contained herein misleading in any material respect. Each Issuer accepts
responsibility accordingly.
The information contained under the captions "Exchange Rate Information," "Summary," "Management's
Discussion and Analysis of Financial Condition and Results of Operations," "Industry Overview" and "Business"
includes extracts from information and data, including industry and market data, released by publicly available
sources in Europe and elsewhere. While we accept responsibility for the accurate extraction and summarization
of such information and data, we have not independently verified the accuracy of such information and data and
we accept no further responsibility in respect thereof. Notwithstanding, as far as the Issuers are aware, no
information or data has been omitted which would render reproduced information inaccurate or misleading. The
information set out in relation to sections of this Offering Memorandum describing clearing and settlement
arrangements, including the section entitled "Book-Entry; Delivery and Form," is subject to change in or
reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream currently in effect. Each
Issuer accepts responsibility for accurately summarizing the information concerning Euroclear and Clearstream,
but neither Issuer accepts any further responsibility in respect of such information.
The Initial Purchasers make no representation or warranty, express or implied, as to, and assume no
responsibility for, 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 the future. The Issuers, the Company and the other Guarantors have furnished
the information contained in this Offering Memorandum.
iii

The Issuers intend to list the Notes on the Official List of the Luxembourg Stock Exchange for admission
for trading on the Euro MTF Market of that exchange, and will submit this Offering Memorandum to the
competent authority in connection with the listing application. In the course of any review by the competent
authority, the Issuers 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. The Issuers 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.
Investing in the Notes involves risks. See "Risk Factors." The price of securities and the income from them
can go down as well as up.
IN CONNECTION WITH THIS OFFERING, CREDIT SUISSE SECURITIES (EUROPE) LIMITED (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. THERE IS, HOWEVER, NO ASSURANCE THAT THE STABILIZING MANAGER (OR
PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE
STABILIZATION ACTION. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME AND, IF BEGUN, MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD. ANY
STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF
NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND
NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE,
TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
iv

NOTICE TO CERTAIN INVESTORS
European Economic Area
This Offering Memorandum has been prepared on the basis that any offer of Notes in any Member State of
the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the
requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or intending to
make any offer within that Member State of Notes, which are the subject of the offering contemplated in this
Offering Memorandum, may only do so in circumstances in which no obligation arises for either of the Issuers or
the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. None of the
Issuers or the initial purchasers has authorized, nor do they authorize, the making of any offer of Notes in
circumstances in which an obligation arises for the Issuers or the initial purchasers to publish a prospectus or
supplement a prospectus for such offer. The expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Member
State), and includes any relevant implementing measure in the Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU.
United Kingdom
This issue and distribution of this Offering Memorandum is restricted by law. This Offering Memorandum is
not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and
Markets Act 2000 by, a person authorized under the Financial Services and Markets Act 2000. This Offering
Memorandum is for distribution only to, and is only directed at, persons who: (i) are outside the United Kingdom;
(ii) have professional experience in matters relating to investments (being investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Financial Promotion Order"); (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Financial Promotion Order; 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"). Accordingly, by
accepting delivery of this Offering Memorandum, the recipient warrants and acknowledges that it is such a relevant
person. The Notes are available to, and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should
not act or rely on this document or any of its contents. No part of this Offering Memorandum should be published,
reproduced, distributed or otherwise made available in whole or in part to any other person without our prior
written consent.
Luxembourg
This Offering does not constitute a public offering of securities within the Grand Duchy of Luxembourg and
accordingly this Offering Memorandum should not be construed as a prospectus in accordance with Articles 5
and 30 of the Law of July 10, 2005 on prospectuses for securities.
The Luxembourg financial sector supervisory commission (Commission de Surveillance du Secteur
Financier) has not reviewed or approved this Offering Memorandum or any other document related to the
offering of the Notes and has not recommended or endorsed the purchase of the Notes. Neither this Offering
Memorandum nor any other document related to the offering of the Notes may be distributed to the public in
Luxembourg. The Notes may not be publicly offered for sale in Luxembourg and no steps may be taken which
would constitute or result in a public offering in Luxembourg as defined in the Law of July 10, 2005 on
prospectuses for securities. This document is intended for the confidential use of the offeree(s) it is intended for,
and may not be reproduced or used for any other purpose.
Listing of any of the Notes on the Luxembourg Stock Exchange does not imply that a public offering of any
of the Notes in Luxembourg has been authorized.
Switzerland
This Offering Memorandum, as well as any other material relating to the Notes which are the subject of the
offering contemplated by this Offering Memorandum, do not constitute an issue prospectus pursuant to article
652a and/or article 1156 of the Swiss Code of Obligations and may not comply with the Directive for Notes of
Foreign Borrowers of the Swiss Bankers Association. The Notes will neither be publicly offered nor be listed on
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the SIX Swiss Exchange Ltd or any other Swiss stock exchange or regulated trading facility and, therefore, the
documents relating to the Notes, including, but not limited to, this Offering Memorandum, do not claim to
comply with the disclosure standards of the Swiss Code of Obligations and the listing rules of SIX Swiss
Exchange Ltd and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange Ltd
or the listing rules of any other Swiss stock exchange or regulated trading facility. The Notes are being offered in
Switzerland by way of a private placement (i.e., to a small, limited number of selected investors only), without
any public advertisement and only to investors who do not purchase the Notes with the intention to distribute
them to the public. The investors will be individually approached directly from time to time. This Offering
Memorandum, as well as any other material relating to the Notes, may only be used by those investors to whom
it has been handed out in connection with the offering described herein and may neither directly or indirectly be
distributed or made available to other persons without the Issuers' express consent. This Offering Memorandum,
as well as any other material relating to the Notes, may not be used in connection with any other offer and shall
in particular not be copied and/or distributed to the public in (or from) Switzerland.
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PRESENTATION OF FINANCIAL AND OTHER DATA
Financial and Other Data
Each of the Issuers was formed on March 25, 2015 for the purpose of facilitating the corporate
recapitalization (the "Corporate Recapitalization") being undertaken in connection with the issuance of the Notes
offered hereby and the use of proceeds therefrom (the "Refinancing Transactions"). See "Summary--The
Refinancing Transactions." The Senior Notes Issuer is the direct parent company of the Senior Secured Notes
Issuer, and as of the Issue Date, the Senior Secured Notes Issuer will be the new direct parent company of
Matterhorn Mobile S.A. ("Matterhorn Mobile") and the indirect parent company of Orange Communications SA
("Orange"). Each Issuer is a holding company, and none of the Issuers or Matterhorn Mobile has material assets
or liabilities other than their interest in Orange. As of the Issue Date, the Senior Notes Issuer together with its
direct and indirect subsidiaries, including the Senior Secured Notes Issuer and Orange, will constitute the Group.
As of the date of this Offering Memorandum, MMH is the direct parent company of Matterhorn Mobile, and
Matterhorn Mobile is the direct parent company of Orange. MMH together with its direct and indirect
subsidiaries, including Matterhorn Mobile and Orange, constitutes the MMH Group from February 29, 2012,
when Matterhorn Mobile acquired Orange. As a result, we have included and discussed in this Offering
Memorandum the audited consolidated financial statements of the MMH Group. Both of MMH and Matterhorn
Mobile are holding companies with no independent business operations or significant assets other than
investments in Orange and were formed for the issuance of the Existing Senior Notes and the Existing Senior
Secured Notes. As of the date of this listing, we have initiated liquidation proceedings for MMH and we may
liquidate Matterhorn Mobile. See "Summary--Corporate Recapitalization."
This Offering Memorandum includes the audited consolidated financial statements of the MMH Group for
the years ended December 31, 2013 and 2014. The audited consolidated financial statements of the MMH Group
as of and for the years December 31, 2013 and 2014 have been prepared in accordance with International
Financial Reporting Standards as endorsed by the European Union ("IFRS"). The financial information presented
in this Offering Memorandum for the years ended December 31, 2013 and 2014 is the consolidated financial
information of the MMH Group, which has been derived from the audited consolidated financial statements of
the MMH Group.
In the audited consolidated financial statements of the MMH Group as of and for the year ended
December 31, 2013, the figures for the year ended December 31, 2012 were restated to reflect revised auditing
standards and amendments that came into effect from January 1, 2013. The financial information presented in
this Offering Memorandum for the year ended December 31, 2012 has been derived from the audited
consolidated statements of the MMH Group for the year ended December 31, 2013.
The revised auditing standards and amendments that came into effect from January 1, 2013 relate to the
accounting for changes in defined benefit obligations and plan assets, which require the recognition of changes in
defined benefit obligations and in the fair value of plan assets when they occur. All actuarial gains and losses are
recognized immediately through other comprehensive income in order for the net pension asset or liability
recognized in the consolidated statement of financial position to reflect the full value of the plan deficit or
surplus. These changes have had an impact on the amounts recognized in profit or loss and other comprehensive
income in 2012.
The financial information for the Orange Group for the period from January 1, 2012 to February 29, 2012 as
predecessor has been derived from the comparative information in the audited consolidated financial statements
of the MMH Group for the year ended December 31, 2013, and the financial information for the MMH Group for
the period from March 1, 2012 to December 31, 2012 as successor has also been derived from the comparative
information in the audited consolidated financial statements of the MMH Group for the year ended December 31,
2013.
Unless otherwise indicated, the financial information presented in this Offering Memorandum for the year
ended December 31, 2012 is the unaudited aggregate financial information that combines the results of the
Orange Group and the MMH Group for the year ended December 31, 2012 as restated. The aggregated financial
information for the year ended December 31, 2012 is calculated by taking the financial information for the
Orange Group for the period from January 1, 2012 to February 29, 2012 (as set out in the comparative
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information in the audited consolidated financial statements of the MMH Group for the year ended December 31,
2013), from when Matterhorn Mobile, the wholly owned subsidiary of MMH, acquired Orange and consolidated
its results, and adding it to the financial information for the MMH Group for the period from March 1, 2012 to
December 31, 2012 (as set out in the comparative information in the audited consolidated financial statements of
the MMH Group for the year ended December 31, 2013).
The presentation of all the unaudited aggregated information for the year ended December 31, 2012 is not
intended to comply with IFRS and does not represent pro forma information. The unaudited aggregated financial
results are intended to give an indication of the financial results of the aggregated results of operations of the
Orange Group and the MMH Group for the year ended December 31, 2012 as restated. The unaudited aggregated
financial results for these periods are not fully comparable with other periods.
From September 19, 2014, when we introduced our "Hybrid" installment plans allowing customers to spread
the payment of the unsubsidized portion of their handset over the duration of their contract through monthly
installments, we have used the installment method of accounting for purposes of revenue recognition. See
"Management's Discussion and Analysis of Financial Condition and Results of Operations--Key Income Statement
Line Items--Revenue." Our results of operations for the year ended December 31, 2014 reflect installment
accounting from September 19, 2014.
In addition, this Offering Memorandum includes unaudited consolidated pro forma financial data and as
adjusted unaudited consolidated financial data, which have been adjusted to reflect certain effects of the
Refinancing Transactions on the cash interest expense of the Group for the year ended December 31, 2014 and
the effects of the Refinancing Transactions on the financial position of the Group as of December 31, 2014.
The financial data presented herein are presented in Swiss francs.
Pursuant to the reporting covenant in the Indentures as described under "Description of the Senior Secured
Notes--Certain Covenants--Reports" and "Description of the Senior Notes--Certain Covenants--Reports," the
financial statements to be produced with respect to the Notes at each reporting date will be for the Group,
consisting of the Senior Notes Issuer and its subsidiaries on a consolidated basis.
The periodic reports that we have historically released for our Existing Notes investors present the results of
operations and financial condition of our operating subsidiary Orange. As a result, the financial information
presented in our periodic reports may differ from that presented in this Offering Memorandum.
Non-IFRS and Other Financial Measures
This Offering Memorandum contains certain non-IFRS measures, including EBITDA, Adjusted EBITDA,
EBITDA less capital expenditures, EBITDA margin, Adjusted EBITDA margin and leverage and coverage ratios
that are not required by, or presented in accordance with, IFRS. These non-IFRS measures are defined as
follows:
· "EBITDA" refers to net profit (loss) from continuing operations before income tax (expenses) / benefit,
finance income, finance costs, depreciation, amortization and impairment.
· "Adjusted EBITDA" refers to EBITDA, after excluding corporate, monitoring and brand fees,
restructuring, transition and transaction costs, and the result on disposal and other (gains) / losses
non-recurring items.
· "EBITDA less capital expenditures" refers to EBITDA less capital expenditures. Capital expenditures are
defined as cash paid during the period for intangible assets and property, plant and equipment.
We present non-IFRS measures because we believe that they and similar measures are widely used by
certain investors, securities analysts and other interested parties as supplemental measures of performance and
liquidity. The non-IFRS measures may not be comparable to similarly titled measures of other companies, have
limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our
operating results as reported under IFRS. Non-IFRS measures and ratios such as EBITDA, Adjusted EBITDA,
EBITDA less capital expenditures, EBITDA margin, Adjusted EBITDA margin and leverage and coverage ratios
are not measurements of our performance or liquidity under IFRS or any other generally accepted accounting
principles. Other companies in our industry may calculate these measures differently and, consequently, our
presentation may not be readily comparable to other companies' figures. In particular, you should not consider
EBITDA or Adjusted EBITDA as an alternative to (a) operating income or income for the period (as determined
in accordance with IFRS) as a measure of our operating performance, (b) cash flows from operating, investing
and financing activities as a measure of our ability to meet our cash needs or (c) any other measures of
performance under generally accepted accounting principles. EBITDA has limitations as an analytical tool, and
you should not consider it in isolation, or as a substitute for an analysis of our results as reported under IFRS.
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Other Data
Certain numerical figures set out in this Offering Memorandum, including financial data presented in
millions or thousands, certain operating data, percentages describing market shares and penetration rates, have
been subject to rounding adjustments and, as a result, the totals of the data in this Offering Memorandum may
vary slightly from the actual arithmetic totals of such information. Percentages and amounts reflecting changes
over time periods relating to financial and other data set forth in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" are calculated using the numerical data in the consolidated
financial statements of MMH or the tabular presentation of other data (subject to rounding) contained in this
Offering Memorandum, as applicable, and not using the numerical data in the narrative description thereof.
Market, Economic and Subscriber Data; Market Share Data
General
In this Offering Memorandum, we rely on and refer to information regarding our business and the markets
in which we operate and compete. The market data and certain economic and industry data and forecasts used in
this Offering Memorandum were obtained from internal surveys, market research, governmental reports and
other publicly-available information, independent industry publications and reports prepared by industry
consultants including Analysys Mason and TeleGeography. All data obtained from Analysys Mason was from
the report titled "Western Europe Telecoms Market Interim Update," published on December 11, 2014. Industry
publications, surveys and forecasts generally state that the information contained therein has been obtained from
sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We
believe that these industry publications, surveys and forecasts are reliable but we have not independently verified
them and cannot guarantee their accuracy or completeness.
In addition, in many cases, we have made statements in this Offering Memorandum regarding the economy,
the mobile telecommunications industry, our position in the industry, our market share and the market shares of
various industry participants based on our internal estimates, our experience, our own investigation of market
conditions and our review of industry publications, including information made available to the public by our
competitors.
We cannot assure you that any of the assumptions underlying these statements are accurate or correctly
reflect our position in the industry and none of our internal surveys or information has been verified by any
independent third parties. None of the Issuers, the Guarantors or the Initial Purchasers makes any representation
or warranty as to the accuracy or completeness of this information. All the information set forth in this Offering
Memorandum relating to the operations, financial results and subscriber base of Swisscom Switzerland Ltd.
("Swisscom"), Sunrise Communications AG ("Sunrise") and other competitor companies has been obtained from
information made available to the public in such companies' publicly available reports, and independent
research. None of the Issuers, the Guarantors or the Initial Purchasers has independently verified this information
or can guarantee its accuracy.
The subscriber data included in this Offering Memorandum, including penetration rates, average mobile
revenue per user ("ARPU"), subscriber numbers, our market share and churn rates are derived from management
estimates, are not part of our financial statements or financial accounting records and have not been audited or
otherwise reviewed by outside auditors, consultants or experts. Our use or computation of the terms ARPU or
churn may not be comparable to the use or computation of similarly titled measures reported by other companies
in the telecommunications industry. ARPU is a non-IFRS measure and should not be considered in isolation or as
an alternative measure of our performance under IFRS. We believe that ARPU provides useful information
concerning the appeal and usage patterns of our tariff plans and service offerings and our performance in
attracting and retaining high-value subscribers of mobile voice, data and broadband services.
Subscribers
Postpaid mobile subscribers are counted in our subscriber base as long as they have an active contract. The
calculation includes subscribers through wholesale resellers, but excludes subscribers through mobile virtual
network operators ("MVNOs") as MVNOs own their subscriber bases. Prepaid mobile subscribers are counted in
our subscriber base if their SIM card is connected to our network and they have had at least one chargeable
outgoing traffic event (that is, voice, SMS, MMS or data) or have received one incoming traffic chargeable event
(excluding, among other things, traffic initiated by us) within the last twelve months (the "Twelve Months
Rule").
Effective from January 1, 2013, we have applied the Twelve Months Rule to prepaid inactivity business, the
same rule applied by Swisscom. Previously, prepaid mobile subscribers were counted in our subscriber base if
ix