Obligation 4Finance 10.75% ( XS1597295838 ) en USD

Société émettrice 4Finance
Prix sur le marché 100 %  ▲ 
Pays  Lettonie
Code ISIN  XS1597295838 ( en USD )
Coupon 10.75% par an ( paiement semestriel )
Echéance 30/04/2022 - Obligation échue



Prospectus brochure de l'obligation 4Finance XS1597295838 en USD 10.75%, échue


Montant Minimal 200 000 USD
Montant de l'émission 325 000 000 USD
Description détaillée L'Obligation émise par 4Finance ( Lettonie ) , en USD, avec le code ISIN XS1597295838, paye un coupon de 10.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2022







IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED
INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE ``U.S. SECURITIES ACT'') OR (2) NON-U.S.
PERSONS OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER
THE U.S. SECURITIES ACT (AND, IF INVESTORS ARE RESIDENT IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA, A QUALIFIED INVESTOR).
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the attached offering memorandum (the "Offering Memorandum"), and you are therefore advised to
read this disclaimer page carefully before reading, accessing or making any other use of the attached Offering
Memorandum. In accessing the attached Offering Memorandum, you agree to be bound by the following terms
and conditions, including any modifications to them from time to time, each time you receive any information
from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES
FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE
NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE
SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND
APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED
TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART
IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION
OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
Confirmation of your representation: In order to be eligible to view this Offering Memorandum or make an
investment decision with respect to the securities, you must: (i) not be a U.S. person (as defined in Regulation S
under the U.S. Securities Act), and be outside the United States; or (ii) be a qualified institutional buyer (as
defined in Rule 144A under the U.S. Securities Act), provided that investors resident in a Member State of the
European Economic Area must be "qualified investors" (within the meaning of Article 2(1)(e) of Directive
2003/71/EC and any relevant implementing measure in each Member State of the European Economic Area).
You have been sent the attached Offering Memorandum on the basis that you have confirmed to the lead
manager set forth in the attached Offering Memorandum (the "Lead Manager" and the co-manager set forth in
the attached Offering Memorandum (the "Co-Manager")), being the sender or senders of the attached, that either:
(A)(i) you and any customers you represent are not U.S. persons; and (ii) the e-mail address to which this
Offering Memorandum has been delivered is not located in the United States, its territories and possessions, any
state of the United States or the District of Columbia; "possessions" include Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands; or (B) you and any customers you
represent are qualified institutional buyers and, in either case, that you consent to delivery by electronic
transmission.
This Offering Memorandum has been sent to you in electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of transmission and, consequently,
none of the Lead Manager, the Co-Manager, any person who controls the Lead Manager or the Co-Manager,
4finance S.A. (the "Issuer"), 4finance Holding S.A. ("Holdco") or any of its direct or indirect subsidiaries, or any
director, officer, employer, employee or agent of theirs, or affiliate of any such person, accepts any liability or
responsibility whatsoever in respect of any difference between the Offering Memorandum distributed to you in
electronic format and the hard copy version available to you on request from the Lead Manager or the Co-
Manager.
You are reminded that the attached Offering Memorandum has been delivered to you on the basis that you
are a person into whose possession this Offering Memorandum may be lawfully delivered in accordance with the
laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver this Offering
Memorandum to any other person. You may not transmit the attached Offering Memorandum (or any copy of it
or part thereof) or disclose, whether orally or in writing, any of its contents to any other person except with the
consent of the Lead Manager or the Co-Manager. If you receive this document by e-mail, you should not reply by
e-mail to this announcement. Any reply e-mail communications, including those you generate by using the


"Reply" function on your e-mail software, will be ignored or rejected. If you receive this document by e-mail,
your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free
from viruses and other items of a destructive nature.
The materials relating to this offering do not constitute, and may not be used in connection with, an offer or
solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the
offering be made by a licensed broker or dealer and the Lead Manager or the Co-Manager or any affiliate of the
Lead Manager or the Co-Manager is a licensed broker or dealer in that jurisdiction, the offering shall be deemed
to be made by the Initial Purchaser or such affiliate on behalf of the Issuer in such jurisdiction.
Restrictions: The attached document is in draft form and is being furnished in connection with an offering
exempt from registration under the U.S. Securities Act. Nothing in this electronic transmission constitutes an
offer of securities for sale in the United States or to any U.S. person. You are reminded that the information in
the attached document is in draft form, is not complete and may be changed. An investment decision should only
be made on the basis of the final Offering Memorandum.
Any securities to be issued will not be registered under the U.S. Securities Act or the securities laws of any
other jurisdiction and may not be offered or sold within the United States or to, or for the account or benefit of,
U.S. persons (as such terms are defined in Regulation S under the U.S. Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
The attached Offering Memorandum is not a prospectus for the purposes of the European Union's Directive
2003/71/EC (and any amendments thereto) as implemented in member states of the European Economic Area
(the "EU Prospectus Directive"). The attached Offering Memorandum has been prepared on the basis that all
offers of the securities described herein made to persons in the European Economic Area will be made pursuant
to an exemption under the EU Prospectus Directive from the requirement to produce a prospectus in connection
with offers of the securities.
In the United Kingdom, this document is being distributed only to and is directed only at: (a) persons who
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 (the "Order"), (b) high net worth entities
falling within Article 49(2) of the Order and (c) any other persons to whom it may otherwise lawfully 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. Any person who is not a relevant person should not
act or rely on this Offering Memorandum or any of its contents.
In connection with the offering, the Lead Manager and the Co-Manager are not acting for anyone other than
the Issuer and will not be responsible to anyone other than the Issuer for providing the protections afforded to
their clients nor for providing advice in relation the offering.


4finance S.A.
USD 325,000,000 10.75% Senior Notes due 2022
Issue Price: 100% plus accrued interest, if any, from the Issue Date.
4finance S.A. (the "Issuer"), a public limited liability company (société anonyme) incorporated and existing under the
laws of the Grand Duchy of Luxembourg ("Luxembourg"), is offering USD 325 million aggregate principal amount of its
10.75% Senior Notes due 2022 (the "Notes," and such offering, the "Offering"). The Issuer will pay interest on the Notes
semi-annually in arrears on May 1, and November 1, of each year commencing on November 1, 2017. Unless previously
redeemed or repurchased and cancelled as described under "Description of Notes," the Notes will mature on May 1, 2022 (the
"Maturity Date").
The Notes constitute senior unsecured obligations of the Issuer and will rank pari passu in right of payment to all of the
Issuer's existing and future unsecured indebtedness and senior to all of the Issuer's subordinated indebtedness, if any. The
Notes will be structurally subordinated to all existing and future liabilities (including trade payables) of the Issuer's
non-guarantor subsidiaries. The due and punctual payment of all amounts due at any time on or in respect of the Notes will be
unconditionally and irrevocably guaranteed on a joint and several basis by 4finance Holding S.A. ("Holdco"), the Issuer's
indirect parent company, and by certain other direct and indirect subsidiaries of Holdco, including the Issuer's direct parent
company (the "Subsidiary Guarantors" and together with the Holdco, the "Guarantors" and each a "Guarantor") under
the terms and conditions set forth herein (collectively, the "Guarantees" and each a "Guarantee").
Payments on the Notes will be made without withholding or deduction for, or on account of, any withholding taxes
imposed by Luxembourg, and payments on each Guarantee will be made without withholding or deduction for, or on account
of any withholding taxes imposed by the jurisdiction of incorporation of the relevant Guarantor, to the extent described in
"Description of Notes" herein. In certain limited circumstances under current Luxembourg tax law and the current tax laws of
certain of the Guarantors' jurisdictions as more fully described in "Risk Factors" and "Taxation" in this offering
memorandum (the "Offering Memorandum"), withholding tax on interest payments to certain types of investors may apply.
Subject to certain exceptions, the Issuer and the Guarantors, as applicable, will undertake to pay such additional amounts as
will result in the receipt by holders of Notes ("Noteholders") of such amounts as would have been received by them if no
such withholding had been required.
At any time prior to May 1, 2019, the Issuer may redeem all or a portion of the Notes at a redemption price equal to
100% of the principal amount of the Notes plus the applicable "make-whole" premium plus accrued and unpaid interest to the
redemption date. On or after May 1, 2019, the Issuer may redeem all or a portion of the Notes at the redemption prices
(expressed as percentages of principal amount) as described in the "Description of Notes" herein. At any time 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 110.75% of the principal amount of the Notes, plus accrued and unpaid interest,
provided that at least 60% of the aggregate principal amount of the Notes originally issued remains outstanding immediately
after the occurrence of such redemption. Upon events constituting a Change of Control (as defined in "Description of Notes"),
the Issuer may be required to redeem the Notes at a price equal to 101% of the principal amount of the Notes plus accrued and
unpaid interest to the redemption date.
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 22.
The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), or the securities laws of any other jurisdiction and may not be offered or sold
within the United States or to, or for the account or benefit of, any U.S. person (as such terms are defined in
Regulation S under the U.S. Securities Act ("Regulation S")), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act. See "Transfer Restrictions" and
"Plan of Distribution" for additional information about eligible offerees and transfer restrictions.
There is currently no public market for the Notes. Application has been made to the Irish Stock Exchange for the approval of
this Offering Memorandum as Listing Particulars and for the Notes to be admitted to the Official List and trading on the Global
Exchange Market (the "GEM") which is the exchange regulated market of the Irish Stock Exchange (the "ISE").The GEM is not a
regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial
instruments. There can be no assurance, however, that the listing application will be approved by the ISE.
The Notes will be represented on issue by one or more Global Notes (as defined herein), which the Lead Manager
expects will be delivered through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme,
Luxembourg ("Clearstream") and their participants, on or about April 28, 2017 (the "Issue Date"). The Notes will be cleared
through Euroclear and Clearstream and will not be eligible for clearance through The Depository Trust Company. The Notes
can only be held through Euroclear or Clearstream accounts. See "Book-entry, Delivery and Form."
Lead Manager and Sole Bookrunner
STIFEL
Co-Manager
ABG
SUNDAL COLLIER
The date of this Offering Memorandum is April 12, 2017.


TABLE OF CONTENTS
NOTICE TO INVESTORS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . .
viii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .
x
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
OVERVIEW OF THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
SUMMARY CONSOLIDATED STATEMENT OF FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . .
17
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
SELECTED FINANCIAL INFORMATION AND OPERATING DATA . . . . . . . . . . . . . . . . . . . . . . . .
50
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . .
55
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
SELECTED STATISTICAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
SELECTED STATISTICAL INFORMATION FOR TBIF GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
REGULATORY FRAMEWORK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178
RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188
DESCRIPTION OF ISSUER AND GUARANTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189
DESCRIPTION OF CERTAIN INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 191
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193
BOOK-ENTRY DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 251
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 271
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND THE
NOTES AND CERTAIN INSOLVENCY CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 279
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 297
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 304
INDEX TO THE FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i


NOTICE TO INVESTORS, ETC.
You should rely only on the information contained in this Offering Memorandum. None of the Issuer,
the Company (as defined herein), the Guarantors, the Lead Manager or the Co-Manager has authorized
anyone to provide you with information that is different from the information contained herein. If given,
any such information should not be relied upon. You should not assume that the information contained in
this Offering Memorandum is accurate as of any date other than the date on the front of this Offering
Memorandum.
None of the Issuer, the Company, the Guarantors, the Lead Manager or the Co-Manager is making
an offer of the Notes in any jurisdiction where the Offering is not permitted.
REFERENCES
Unless the context otherwise requires, for any period subsequent to April 30, 2014, references to "we,"
"our," "us," "4finance Group" or the "Group" refer to 4finance Holding S.A. and its direct and indirect
subsidiaries, and prior to April 30, 2014, refer to AS 4finance and its subsidiaries. Unless the context otherwise
requires, references to the "Company" refer to AS 4finance.
Information posted on our website and those of our affiliates and subsidiaries do not constitute a part of this
Offering Memorandum.
NOTICE TO INVESTORS
THE NOTES DESCRIBED IN THIS OFFERING MEMORANDUM HAVE NOT BEEN REGISTERED
WITH, RECOMMENDED BY OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR
ANY OTHER SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES
OR IN ANY OTHER JURISDICTION, NOR HAS THE SEC, ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES OR ANY OTHER SECURITIES COMMISSION OR AUTHORITY IN THE UNITED
STATES OR IN ANY OTHER JURISDICTION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
You are not to construe the contents of this Offering Memorandum as investment, legal or tax advice. You
should consult your own counsel, accountant and other advisors as to legal, tax, business, financial and related
aspects of a purchase of the Notes. We are not, and the Lead Manager and the Co-Manager are not, making any
representation to you regarding the legality of an investment in the Notes by you under applicable investment or
similar laws.
We have prepared this Offering Memorandum solely for use in connection with the Offering and for listing
the Notes on the GEM.
In making an investment decision regarding the Notes offered by this Offering Memorandum, you must rely
on your own examination of the terms of the Offering, including, without limitation, the merits and risks
involved. The Offering is being made solely on the basis of this Offering Memorandum. Any decision to
purchase Notes in the Offering must be based solely on the information contained in this Offering Memorandum.
No person is authorized in connection with the Offering 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 us TMF Trustee Limited (the "Trustee") or
the Lead Manager or the Co-Manager. The information contained in this Offering Memorandum is as of the date
hereof and subject to change, completion or amendment without notice. The delivery of this Offering
Memorandum at any time after the date hereof shall not, under any circumstances, create any implication that
there has been no change in the information set forth in this Offering Memorandum or in our affairs since the
date of this Offering Memorandum. We undertake no obligation to update this Offering Memorandum or any
information contained in it, whether as a result of new information, future events or otherwise, save as required
by law.
ii


This Offering Memorandum is being provided for informational use solely in connection with the
consideration of a purchase of the Notes (i) to QIBs and (ii) to qualified purchasers in offshore transactions
complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act. Its use for any other purpose
is not authorized.
The Offering is being made in reliance upon an exemption from registration under the U.S. Securities Act
for an offer and sale of the Notes that does not involve a public offering. Prospective purchasers are hereby
notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the
U.S. Securities Act provided by Rule 144A thereunder. In making your purchase, you will be deemed to have
made certain acknowledgments, representations and agreements as set forth under the caption "Transfer
Restrictions."
The Notes 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 all other applicable securities laws. See "Transfer Restrictions."
You should be aware that you may be required to bear the financial risks of this investment for an indefinite
period of time.
We accept responsibility for the information contained in this Offering Memorandum. To the best of our
knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained
in this Offering Memorandum is in accordance with the facts and does not omit anything that is likely to affect
the import of such information. The information contained in this Offering Memorandum has been furnished by
us and other sources we believe to be reliable. Nothing contained in this Offering Memorandum is or shall be
relied upon as a promise or representation, whether as to the past or the future. 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 to you upon request, for the complete information
contained in those documents. All summaries herein are qualified in their entirety by this reference.
We reserve the right to withdraw this Offering at any time, and we and the Lead Manager and the Co-
Manager reserve the right to reject any commitment to subscribe for the Notes in whole or in part and to allot to
any prospective purchaser less than the full amount of Notes sought by such purchaser. The Lead Manager and
the Co-Manager and certain related entities may acquire for their own account a portion of the Notes. See "Plan
of Distribution."
The distribution of this Offering Memorandum and the offer and sale of the Notes may be 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 in any 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. Persons into whose possession this Offering
Memorandum comes must inform themselves about and observe any such restrictions. For a description of the
restrictions on offers, sales and resales of the Notes and distribution of this Offering Memorandum, see "Notice
to Prospective Investors in the United States," "Notice to Certain European Investors" and "Transfer
Restrictions." Neither we nor the Lead Manager nor the Co-Manager are making any representation to any
offeree or purchaser under any applicable law.
STABILIZATION
IN CONNECTION WITH THE ISSUANCE OF THE NOTES, STIFEL NICOLAUS EUROPE LIMTED
(THE "STABILIZING MANAGER") (OR ANY PERSON 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 ANY PERSON ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL
UNDERTAKE STABILIZING ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER
THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE 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.
iii


NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
This Offering is being made in the United States in reliance upon an exemption from registration under the
U.S. Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your
purchase, you will be deemed to have made certain acknowledgments, representations and agreements. See
"Transfer Restrictions."
This Offering Memorandum is being provided (1) to a limited number of U.S. investors that the Issuer
reasonably believes to be QIBs under Rule 144A under the U.S. Securities Act and (2) to investors outside the
United States who are not U.S. persons in connection with offshore transactions complying with Rule 903 or
Rule 904 of Regulation S under the U.S. Securities Act, for informational use solely in connection with their
considerations of the purchase of the Notes. The Notes described in this Offering Memorandum have not been
registered with, recommended by or approved by the SEC, any state securities commission in the United States
or any other securities commission or regulatory authority, nor has the SEC, any state securities commission in
the United States or any such securities commission or authority passed upon the accuracy or adequacy of this
Offering Memorandum. Any representation to the contrary is a criminal offense.
iv


NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
This Offering Memorandum has been prepared on the basis that all offers of the Notes will be made
pursuant to an exemption under Article 3 of the Prospectus Directive (as defined herein), as implemented in
Member States of the European Economic Area (the "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
should only do so in circumstances in which no obligation arises for us or the Lead Manager or the Co-Manager
to produce a prospectus for such offer. We, the Issuer, the Lead Manager and the Co-Manager, have not
authorized, nor do we authorize, the making of any offer of Notes through any financial intermediary, other than
offers made by the Lead Manager or the Co-Manager, which constitute the final placement of the Notes
contemplated in this Offering Memorandum.
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"), an offer to the public of
any Notes which are the subject of the Offering may not be made in that Relevant Member State, except that an
offer to the public in that Relevant Member State may be made at any time with effect from and including the
Relevant Implementation Date under the following exemptions under the Prospectus Directive:
(a) to any legal entity that is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive) per Relevant Member State; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of the Notes shall require us or the Lead Manager or the Co-Manager to publish a
prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer to the public" in relation to the 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 the same may be varied in that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State, and the expression "Prospectus Directive" means Directive
2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State) and includes any relevant implementing measures in each Relevant
Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This EEA selling restriction is in addition to any other selling restrictions set out in this Offering
Memorandum.
Each subscriber for, or purchaser of, the Notes in the Offering located within a member state of the EEA
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, the Lead Manager and the Co-Manager and their
respective affiliates, and others will rely upon the truth and accuracy of the foregoing representation,
acknowledgment and agreement.
United Kingdom
This Offering Memorandum may not be used for, or in connection with, and does not constitute, any offer
to, or solicitation by, anyone in any jurisdiction or under any circumstance in which such offer or solicitation is
not authorized or is unlawful. In particular, this Offering Memorandum does not constitute an offer of Notes to
the public in the United Kingdom. No offering memorandum has been approved or will be approved in the
United Kingdom in respect of the Notes. This Offering Memorandum is addressed to and directed only at persons
who (i) are outside the United Kingdom, or (ii) are investment professionals for the purposes of Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), or
(iii) are persons falling within Article 49(2)(a) to (d), "high net worth companies, unincorporated associations,
etc.," of the Order, or (iv) other persons to whom it may lawfully be communicated (all such persons together
being referred to as "relevant persons"). This Offering Memorandum must not be acted on or relied on by
persons who are not relevant persons. Any investment activity to which this Offering Memorandum relates is
available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a
relevant person should not act or rely on this Offering Memorandum or any of its contents.
v


Federal Republic of Germany
The Offering is not a public offering in the Federal Republic of Germany. The Notes may be offered and
sold in the Federal Republic of Germany only in accordance with the provisions of the Securities Prospectus Act
of the Federal Republic of Germany (Wertpapierprospektgesetz) (the "German Securities Prospectus Act") and
any other applicable German law. Consequently, in Germany the Notes will only be available to, and this
Offering Memorandum and any other offering material in relation to the Notes is directed only at, persons who
are qualified investors (qualifizierte Anleger) within the meaning of Section 2 No. 6 of the German Securities
Prospectus Act. Any resale of the Notes in Germany may only be made in accordance with the German Securities
Prospectus Act and other applicable laws. The Issuer has not, and does not intend to, file a securities prospectus
with the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht)
("BaFin") or obtain a notification to BaFin from another competent authority of a Member State of the EEA,
with which a securities prospectus may have been filed, pursuant to Section 17 Para. 3 of the German Securities
Prospectus Act.
Luxembourg
This Offering Memorandum has not been approved by and will not be submitted for approval to
Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for the purposes
of a public offering or sale of the Notes in Luxembourg. Accordingly, the Notes may not be offered or sold to the
public in Luxembourg, directly or indirectly, and neither this Offering Memorandum nor any other circular,
prospectus, form of application, advertisement, communication or other material may be distributed, or otherwise
made available in or from, or published in, the Luxembourg, except in circumstances which do not constitute a
public offer of securities to the public, subject to prospectus requirements in accordance with the Luxembourg
law of July 10, 2005 relating to prospectuses for securities, as amended (the "Luxembourg Prospectus Law"),
implementing the Prospectus Directive, as amended. Consequently, this Offering Memorandum and any other
offering circular, prospectus, form of application, advertisement or other material may only be distributed (i) to
persons who are qualified investors within the meaning of Article 5 para. 2 a) of the Luxembourg Prospectus
Law or (ii) under any other circumstances that do not require the publication of a prospectus pursuant to Article 5
para. 2 of the Luxembourg Prospectus Law.
The Netherlands
In addition to the selling restrictions in respect of the Netherlands under the section headed "--Notice to
Certain European Investors" above, the Notes which are the subject of the Offering will not be offered to the
public in the Netherlands or in reliance on Article 3(2) of the Prospectus Directive unless:
(i)
such offer is made exclusively to legal entities which are "Qualified Investors" as defined in the
Prospectus Directive; or
(ii) standard logo and exemption wording are incorporated as required by article 5:20(5) of the Dutch
Financial Supervision Act (the "Dutch FSA"); or
(iii) such offer is otherwise made in circumstances in which article 5:20(5) of the Dutch FSA is not
applicable.
NOTICE TO INVESTORS IN OTHER JURISDICTIONS
The distribution of this Offering Memorandum and the offer and sale or resale of the Notes may be
restricted by law in certain jurisdictions. Persons into whose possession this Offering Memorandum (or any part
hereof) comes are required by us, the Lead Manager and the Co-Manager to inform themselves about, and to
observe, any such restrictions.
AVAILABLE INFORMATION
Each purchaser of the Notes from the Lead Manager and the Co-Manager will be furnished with a copy of
this Offering Memorandum and, to the extent provided to the Lead Manager and the Co-Manager by us for such
purpose, any related amendments or supplements to this Offering Memorandum. Each person receiving this
Offering Memorandum and any related amendments or supplements to this Offering Memorandum
acknowledges that:
(1) such person has been afforded an opportunity to request from us and to review, and has received, all
additional information considered by it to be necessary to verify the accuracy and completeness of the
information herein;
vi


(2) such person has not relied on the Lead Manager or the Co-Manager or any person affiliated with the
Lead Manager or the Co-Manager in connection with its investigation of the accuracy of such
information or its investment decision; and
(3) except as provided pursuant to clause (1) above, no person has been authorized to give any information
or to make any representation concerning the Notes offered hereby other than those contained herein
and, if given or made, such other information or representation should not be relied upon as having
been authorized by us or the Lead Manager or the Co-Manager.
For so long as any Notes are outstanding and are "restricted securities" within the meaning of
Rule 144(a)(3) under the U.S. Securities Act, we will, during any period in which we are neither subject to the
reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "U.S. Exchange
Act"), nor exempt from the reporting requirements under Rule 12g3-2(b) of the U.S. Exchange Act, provide to
any holder or beneficial owner of such restricted securities or any prospective purchaser of such restricted
securities designated by such holder or beneficial owner, in each case upon the written request of such holder,
beneficial owner or prospective purchaser, the information required to be delivered pursuant to Rule 144A(d)(4)
under the U.S. Securities Act.
We have also agreed, pursuant to the Indenture (as defined below), to furnish to the Trustee (as defined
herein) and to publish on our website certain additional information and reports. See "Description of
Notes--Designation of Restricted and Unrestricted Subsidiaries--Reports."
vii


Document Outline