Obligation Burger King France 7.75% ( XS2403031912 ) en EUR

Burger King France

100.18 % ▼

France

XS2403031912 ( en EUR )

7.75% par an ( paiement annuel )

01/11/2026

Prospectus brochure de l'obligation Burger King France XS2403031912 en EUR 7.75%, échéance 01/11/2026

100 000 EUR

665 000 000 EUR

01/11/2024 ( Dans 169 jours )

L'Obligation émise par Burger King France ( France ) , en EUR, avec le code ISIN XS2403031912, paye un coupon de 7.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/11/2026

LISTING PROSPECTUS
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
Burger King France SAS
620,000,000 Floating Rate Senior Secured Notes due 2026
Midco GB
Up to 341,784,556 Senior Pay-If-You-Can PIK Toggle Notes due 2027
Burger King France, a société par actions simplifiée organized under the laws of France (the "SSN Issuer"), is offering (the "SSN Offering") 620.0 mil ion aggregate principal amount of floating rate senior
secured notes due 2026 (the "Senior Secured Notes"). The Senior Secured Notes wil be issued pursuant to an indenture (the "SSN Indenture") dated on or about November 2, 2021 (the "Issue Date") among,
inter alios, the SSN Issuer and U.S. Bank Trustees Limited, as trustee (in its capacity as trustee under both of the Indentures, the "Trustee") and as security agent (the "Security Agent").
Midco GB, a société par actions simplifiée organized under the laws of France (the "PIK Issuer" and, together with the SSN Issuer, the "Issuers"), is offering (the "PIK Offering" and, together with the SSN
Offering, the "Offering") 235.0 mil ion aggregate principal amount of 7.75% / 8.50% senior pay-if-you-can PIK notes due 2027 (the "PIK Notes" and, together with the Senior Secured Notes, the "Notes") The PIK
Notes will be issued by the PIK Issuer under an indenture (the "PIK Indenture" and, together with the SSN Indenture, the "Indentures") dated as of November 2, 2021 (the "Issue Date") among, inter alios, the PIK
Issuer and U.S. Bank Trustees Limited as Trustee and Security Agent.
The Senior Secured Notes will bear interest at a rate equal to three-month EURIBOR (subject to a 0% floor) plus 475 basis points, as determined by the Calculation Agent and will mature on November 1,
2026. The SSN Issuer will pay interest on the Senior Secured Notes quarterly on each February 1, May 1, August 1 and November 1, commencing on February 1, 2022. Interest will accrue from the Issue Date. At
any time on or after November 1, 2022, the Senior Secured Notes may be redeemed at the redemption prices specified herein. Prior to November 1, 2022, the SSN Issuer may also redeem all or a portion of the
Senior Secured Notes at a redemption price equal to 100% of the principal amount of the Senior Secured Notes redeemed plus accrued and unpaid interest and additional amounts, if any, to the redemption date
plus a "make-whole" premium, as described in this listing prospectus (the "Listing Prospectus"). The SSN Issuer may also redeem al of the Senior Secured Notes upon the occurrence of certain changes in
applicable tax law at a redemption price equal to 100% of the outstanding amount of the Senior Secured Notes plus accrued and unpaid interest and additional amounts, if any. Upon the occurrence of certain events
constituting a change of control, each holder of the Senior Secured Notes may require the SSN Issuer to repurchase all or a portion of its Senior Secured Notes at 101% of their principal amount plus accrued and
unpaid interest and additional amounts, if any.
The Issuer will pay interest semi-annually on the PIK Notes on May 1 and November 1 of each year, commencing on May 1, 2022. The PIK Notes will mature on November 1, 2027. Interest on the PIK Notes
will accrue from the Issue Date. The initial two interest payments on the PIK Notes will be payable in cash. With respect to each interest payment thereafter (other than the f inal interest payment made at the stated
maturity of the PIK Notes, which will be paid in cash), the PIK Indenture will provide that interest is payable (i) entirely in cash, (ii) by increasing the principal amount of the PIK Notes or issuing new PIK Notes (such
increase or issuance being referred to herein as "PIK Interest") or (i i) a combination of cash interest and PIK Interest, as further described under "Description of the PIK Notes--Terms of the PIK Notes". Cash interest
will accrue on the PIK Notes at a rate of 7.75% per annum and PIK Interest will accrue on the PIK Notes at a rate of 8.50% per annum. On the Issue Date, the PIK Issuer will deposit into the Cash Interest Account
(as defined herein) an amount in euros sufficient to enable the PIK Issuer to pre-fund certain future cash interest payments on the PIK Notes. The PIK Notes will be treated as having been issued with original issue
discount for U.S. federal income tax purposes. The PIK Issuer ay issue up to 106,784,556 in additional PIK Notes as PIK Interest. The PIK Issuer will inform the Luxembourg Stock Exchange and the holders of the
PIK Notes as to whether it will pay the interest due on the PIK Notes in the form of PIK Interest or in the form of a combination of cash interest and PIK Interest by publication of a notice on the website of the
Luxembourg Stock Exchange. Such notice will contain the information about the amount of the PIK Interest and the total amount of PIK Notes outstanding as a result. At any time prior to May 1, 2024, the PIK Issuer
will be entitled, at its option, to redeem all or a portion of the PIK Notes at a redemption price equal to 100% of the p rincipal amount of the PIK Notes redeemed plus accrued and unpaid interest and additional
amounts, if any, to the redemption date plus a "make-whole" premium, as described in this Listing Prospectus. At any time on or after May 1, 2024, the PIK Issuer may redeem all or part of the PIK Notes at the
redemption prices set forth herein. The PIK Issuer may also redeem all of the PIK Notes upon the occurrence of certain changes in applicable tax law at a redemption price equal to 100% of the outstanding amount
of the PIK Notes plus accrued and unpaid interest and additional amounts, if any. Upon the occurrence of certain events constitu ting a change of control, each holder of the PIK Notes may require the PIK Issuer to
repurchase all or a portion of its PIK Notes at 101% of their principal amount plus accrued and unpaid interest and additional amounts, if any. The PIK Issuer shall, if an IPO Event (as defined herein) has occurred
(and subject to certain exceptions), redeem the PIK Notes with the net cash proceeds received by the PIK Issuer from certain secondary equity sales at the redemption prices set forth in this Listing Prospectus, plus
accrued and unpaid interest and additional amounts, if any. See "Description of the PIK Notes".
The Senior Secured Notes will be senior secured obligations of the SSN Issuer and wil rank equal in right of payment to al of the SSN Issuer's existing and future senior indebtedness and will rank senior to
al of the SSN Issuer's future indebtedness that is subordinated in right of payment to the Senior Secured Notes. Within 120 days after the Issue Date, Burger King Restauration SAS, France BKR SAS, BK Invest
France SNC and Financière BKF SAS, each a direct or indirect subsidiary of the SSN Issuer (the "SSN Guarantors"), wil guarantee the Senior Secured Notes on a senior secured basis (each a "SSN Guarantee"
and, col ectively, the "SSN Guarantees"). Each SSN Guarantees will be full and unconditional, subject to such limitations described elsewhere herein. Each SSN Guarantee will be a senior obligation of the relevant
SSN Guarantor and wil rank equal in right of payment to al of such SSN Guarantor's existing and future senior indebtedness and wil rank senior to al of such SSN Guarantor's future indebtedness that is subordinated
in right of payment to its SSN Guarantee. Subject to certain Agreed Security Principles (as defined herein), (i) as of the Issue Date, the Senior Secured Notes will be secured by the Issue Date SSN Collateral (as
defined herein); and (ii) within 120 days after the Issue Date, the Senior Secured Notes will be secured by the Post-Closing SSN Collateral (as defined herein), in each case on a first-ranking basis. The Issue Date
SSN Collateral will include a first-ranking pledge over the shares of the SSN Issuer and certain other assets of the SSN Issuer. The Post-Closing SSN Collateral will include certain assets of the SSN Guarantors, as
described under "Description of the Senior Secured Notes--Security". The SSN Col ateral wil also secure the New Revolving Credit Facility Agreement (as defined herein) substantially simultaneously with the same
collateral granted to secure the obligations under the Senior Secured Notes on a super senior basis pursuant to the Intercred itor Agreement (as defined herein). In the event of enforcement of the security interests
over the SSN Collateral or certain distressed sales, lenders under the New Revolving Credit Facility Agreement and counterparties to certain hedging obligations (if any) will be entitled to be repaid with the proceeds
from enforcement or such distressed sale in priority to the Senior Secured Notes. The SSN Guarantees and the security interests in the SSN Collateral will be subject to contractual and legal limitations that may
materially limit their enforceability, and the SSN Guarantees may be released under certain circumstances. See "Risk Factors--Risks Related to the Notes, the SSN Guarantees and the Col ateral" and "Certain
Insolvency Law Considerations and Limitations on the Validity and Enforceability of the SSN Guarantees and the Col ateral".
The PIK Issuer is a holding company with no revenue-generating operations. As such, the PIK Issuer will be dependent on the amount of cash on hand (including any amounts in the Cash Interest Account
(as defined herein)) and on payments from its subsidiaries in order to service its indebtedness. The PIK Notes will be secured on a first-priority basis by security interests over a first-ranking pledge over certain shares
of the PIK Issuer and the Cash Interest Account (as defined herein), as described under "Description of the PIK Notes--Security". The security interests in the PIK Col ateral wil be subject to legal limitations that may
material y limit their enforceability. See "Risk Factors--Risks related to the Notes, the SSN Guarantees and the Col ateral" and "Certain Insolvency Law Considerations and Limitations on the Validity and Enforceability
of the SSN Guarantees and the Col ateral".
There is currently no established trading market for the Notes. Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to admit them to trading on the Euro
MTF Market. This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on Prospectuses for securities dated July 16, 2019.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 38 for a discussion of certain risks that you should consider in connection with an investment in the Notes.
Issue price for the Senior Secured Notes: 100% of principal plus accrued interest from the Issue Date.
Issue price for the PIK Notes: 100% of principal plus accrued interest from the Issue Date.
The Notes and the SSN 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 laws of any other jurisdiction 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 reg istration requirements of the U.S. Securities Act. In the United States, the Offering is being
made only to "qualified institutional buyers" ("QIBs") in reliance on the exemption provided by Rule 144A under the U.S. Securities Act ("Rule 144A"). You are hereby notified that the initial purchasers 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. Outside the United States, the Offering is being made in reliance on Regulation S under the U.S.
Securities Act ("Regulation S"). See "Notice to Investors" and "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions.
The Senior Secured Notes wil be issued in minimum denominations of 100,000 and integral multiples of 1,000 in excess thereof. The PIK Notes wil each be issued in minimum denominations of 100,000
and integral multiples of 1.00 in excess thereof. The Notes were represented upon issuance by one or more global notes in registered form, which were deposited and registered in the name of a nominee for a
common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream") on the Issue Date. See "Book-Entry, Delivery and Form".
SSN Offering
Joint Global Coordinators and Joint Bookrunners
BNP PARIBAS
J.P. Morgan
Joint Bookrunners
BofA Securities
Crédit Agricole CIB
Credit Suisse
Goldman Sachs Bank Europe SE
Morgan Stanley
PIK Offering
Joint Global Coordinators and Joint Bookrunners
J.P. Morgan
BNP PARIBAS
Joint Bookrunners
BofA Securities
Crédit Agricole CIB
Credit Suisse
Goldman Sachs Bank Europe SE
Morgan Stanley
The date of this Listing Prospectus is December 30, 2021.

You should rely only on the information contained in this Listing Prospectus. None of the Issuers
or the Initial Purchasers have 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. None of the
Issuers or the Initial Purchasers are making an offer of the Notes in any jurisdiction where the Offering
is not permitted. You should not assume that the information contained in this Listing Prospectusis
accurate as of any date other than the date on the front of this Listing Prospectus.
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IMPORTANT INFORMATION ABOUT THIS LISTING PROSPECTUS
Notice regarding the BURGER KING® brand and logo
BURGER KING® is a registered trademark and service mark and WHOPPER® is a registered
trademark of Burger King Corporation ("BKC"), which is an indirect subsidiary of Restaurant Brands
International Inc., the ultimate owner of the Burger King brand. Neither BKC nor any of its subsidiaries,
affiliates, officers, directors, agents, employees, accountants or attorneys are in any way participating
in, approving or endorsing this Offering, and representations made in connection with this Offering or
any of the underwriting (if any) or accounting procedures used in this Offering are solely the
responsibility of the Issuers. The grant by BKC or its affiliates of any franchise or other rights to us is
not intended as, and should not be interpreted as, an express or implied approval, endorsement or
adoption of any statement regarding financial or other performance which may be contained in this
Listing Prospectus. All financial information in this Listing Prospectusis the Issuers' sole responsibility.
Any review by BKC of this Listing Prospectushas been conducted solely for the benefit of BKC
to determine conformity with BKC internal policies, and not to benefit or protect any other person. No
prospective investor should interpret such review by BKC as an internal approval, endorsement,
acceptance or adoption of any representation, warranty, covenant or projection contained in this Listing
Prospectus.
The enforcement or waiver of any obligation of the Issuer or any of its subsidiaries under any
agreement between the Issuers or any of their subsidiaries and BKC or BKC affiliates is a matter of
BKC or BKC affiliates' sole discretion. No prospective investor should rely on any representation,
assumption or belief that BKC or BKC affiliates will enforce or waive any particular obligations of the
Issuer or any of its subsidiaries under those agreements.
Other notices
This Listing Prospectus has been prepared by the Issuers solely for use in connection with the
Offering. This Listing Prospectus does not constitute an offer to any other person or to the public
generally to subscribe for or otherwise acquire any of the Notes. You are not to construe the contents
of this Listing Prospectus as investment, legal or tax advice. You should consult your own counsel,
accountant and other advisors as to the legal, tax, business, financial and related aspects of purchasing
the Notes. You are responsible for making your own examination of the Issuers and their subsidiaries
and your own assessment of the merits and risks of investing in the Notes. The Issuers are not, and
none of the Trustee, the Agents (as defined herein) and Initial Purchasers are, making any
representation to you regarding the legality of an investment in Notes by you under applicable
investment or similar laws. You may contact the Issuers if you need any additional information. By
purchasing the Notes, you will be deemed to have acknowledged that:
you have reviewed this Listing Prospectus; and
you have had an opportunity to request any additional information that you need from us.
No person is authorized in connection with any offering made by this Listing Prospectus to give
any information or to make any representation not contained in this Listing Prospectus and, if given or
made, any other information or representation must not be relied upon as having been authorized by
the Issuers or the Initial Purchasers. The information contained in this Listing Prospectus is as of the
date hereof and subject to change, completion or amendment without notice. The delivery of this Listing
Prospectus 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 Listing Prospectus or in the Issuers' or
any of their subsidiaries' affairs since the date hereof. The information contained in this Listing
ii

Prospectus has been furnished by the Issuers and other sources we believe to be reliable. No
representation or warranty, express or implied, is made by the Initial Purchasers, any of the Trustee or
the Agents or their respective directors, affiliates, advisors and agents as to the accuracy or
completeness of any of the information set forth in this Listing Prospectus, and nothing contained in this
Listing Prospectus is, or shall be relied upon as, a promise or representation by the Initial Purchasers
or their respective directors, affiliates, advisors and agents, whether as to the past or the future. Certain
documents are summarized herein, and such summaries are qualified entirely by reference to the actual
documents, copies of which will be made available to you upon request. By receiving this Listing
Prospectus, you acknowledge that you have not relied on the Initial Purchasers, any of the Trustee or
the Agents or their respective directors, affiliates, advisors and agents in connection with your
investigation of the accuracy of this information or your decision to invest in the Notes. None of the
Issuers nor any of their subsidiaries undertakes any obligation to update this Listing Prospectus or any
information contained in it, whether as a result of new information, future events or otherwise, save as
required by law.
This Listing Prospectus does not constitute an offer to sell or an invitation to subscribe for or
purchase 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. You must comply with all laws that
apply to you in any place in which you buy, offer or sell the Notes or possess this Listing Prospectus.
You must also obtain any consents or approvals that you need in order to purchase the Notes. We, the
Initial Purchasers, the Trustee and the Agents are not responsible for your compliance with these legal
requirements.
The Issuers reserve the right to withdraw the Offering at any time. The Issuers are making the
Offering subject to the terms described in this Listing Prospectus and the purchase agreement relating
to the Notes (the "Purchase Agreement"). The Issuers and the Initial Purchasers may, for any reason,
reject any offer to purchase the Notes in whole or in part, sell less than the entire principal amount of
the Notes offered hereby or allocate to any purchaser less than all of the Notes for which it has
subscribed.
The Issuers accept responsibility for the information contained in this Listing Prospectus. To
the best of the knowledge and belief of the Issuers, having taken all reasonable care to ensure that
such is the case, the information contained in this Listing Prospectus is in accordance with the facts
and does not omit anything material that is likely to affect the import of such information. However, the
content set forth under the headings "Exchange Rates", "Summary", "Industry" and "Business" include
extracts from information and data, including industry and market data, released by publicly available
sources or otherwise published by third parties. While the Issuers accept responsibility for accurately
extracting and summarizing such information and data, none of the Issuers, the Initial Purchasers, the
Trustee or the Agents have independently verified the accuracy of such information and data, and none
of the Issuer, the Initial Purchasers, the Trustee or the Agents accepts any further responsibility in
respect thereof. Furthermore, the information set forth in relation to sections of this Listing Prospectus
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. While the Issuers accept responsibility for accurately
summarizing the information concerning Euroclear and Clearstream, none of the Issuers, the Initial
Purchasers, the Trustee or the Agents accepts further responsibility in respect of such information.
STABILIZATION
IN CONNECTION WITH THE OFFERING, BNP PARIBAS (THE "SSN STABILIZING
MANAGER") AND J.P. MORGAN AG (THE "PIK STABILIZING MANAGER" AND, TOGETHER WITH
THE SSN STABILIZING MANAGER, THE "STABILIZING MANAGERS", AND EACH, A
"STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY OVER ALLOT THE 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 CAN BE NO ASSURANCE THAT THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF A STABILIZING MANAGER)
iii

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 AND 60 DAYS AFTER
THE DATE OF THE ALLOTMENT OF THE NOTES.
iv

NOTICE TO INVESTORS
NOTICE TO U.S. INVESTORS
The Offering is being made in the United States in reliance upon an exemption from registration
under the Securities Act for an offer and sale of the Notes that does not involve a public offering.
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Listing Prospectus under "Notice to Investors".
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THE NOTES ARE REGISTERED
UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT IS AVAILABLE. SEE "PLAN OF DISTRIBUTION" AND "NOTICE TO
INVESTORS". 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.
The Notes described in this Listing Prospectus 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
Listing Prospectus. Any representation to the contrary is a criminal offense.
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS LISTING PROSPECTUS, YOU AGREE NOT TO OFFER, SELL,
RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE PUBLIC.
NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
This Listing Prospectus has been prepared on the basis that any offer of the Notes in any
member state of the European Economic Area ("EEA") wil be made pursuant to an exemption under
Regulation (EU) 2017/1129 (as amended or superseded, the "Prospectus Regulation") from the
requirement to publish a prospectus for offers of the Notes. The Listing Prospectus is not a prospectus
for the purposes of the Prospectus Regulation.
The Notes are not intended to be offered or sold to and should not be offered or sold to any
retail investor in the EEA. For these purposes, a "retail investor" means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID
II"); (i ) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; (iii) not a qualified investor as defined in the Prospectus Regulation.
No key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Each Initial Purchaser has represented and agreed that it has not offered, sold or otherwise
made available and will not offer, sell or otherwise make available any Notes to any retail investor in
the EEA. For the purposes of this provision, the expression "retail investor" means a person who is one
(or more) of the following (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer
v

within the meaning of the Insurance Distribution Directive where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Regulation.
MIFID II PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET
Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is
eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II
is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
NOTICE TO INVESTORS IN FRANCE
This Listing Prospectushas not been prepared in the context of a public offering (other than to
qualified investors in France) within the meaning of Article L. 411-1 of the French Monetary and
Financial Code (Code monétaire et financier). Consequently, the Notes may not be, directly or indirectly,
offered or sold to the public in France (other than to qualified investors) and neither this Listing
Prospectus nor any other offering material may be distributed or caused to be distributed and will not
be distributed or caused to be distributed to the public in France (other than to qualified investors only).
Such offers, sales and distributions will only be made in France to qualified investors (investisseurs
qualifiés) as defined in point (e) of Article 2 of the Prospectus Regulation and/or to a limited circle of
investors (cercle restreint d'investisseurs) each acting for their own accounts, as defined in and in
accordance with Articles L. 411-1, L. 411-2 and D. 411-2 to D. 411-4 of the French Monetary and
Financial Code. Prospective investors are informed that: (i) neither this Listing Prospectus, nor any
other materials relating to the Notes, has been and will be submitted for clearance to, approval by, or
registration with, the Autorité des marchés financiers; (ii) in compliance with Articles L. 411-2, D. 411-
2, D. 411-2-1, D. 411- 4, D. 744-1, D. 754-1 and D. 764-1 of the French Monetary and Financial Code,
any qualified investors subscribing for the Notes should be acting for their own account; and (iii) the
direct and indirect distribution or sale to the public of the Notes acquired by them may be made in
compliance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 through L. 621-8-2 of the French
Monetary and Financial Code.
THIS LISTING PROSPECTUS CONTAINS IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN
THE NOTES.
NOTICE TO UNITED KINGDOM INVESTORS
This document has not been approved by an authorized person in the United Kingdom ("UK")
and 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 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 ("FSMA")) in connection with the issue or sale of any securities may otherwise
lawfully be communicated or caused to be communicated (all such persons together being referred to
as "relevant persons"). This document is directed only at relevant persons and must not be acted on
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or relied on by persons who are not relevant persons. Any investment or investment activity to which
this document relates is available only to and will be engaged in only with Relevant Persons.
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS LISTING PROSPECTUS, YOU AGREE NOT TO OFFER, SELL,
RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE PUBLIC.
This Listing Prospectus has been prepared on the basis that any offer of the Notes in the UK
will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic
law in the UK by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")
and the Financial Services and Markets Act 2000 from the requirement to publish a prospectus for offers
of the Notes. The Listing Prospectus is not a prospectus for the purposes of the UK Prospectus
Regulation.
The Notes are not intended to be offered, sold, distributed or otherwise made available to and
should not be offered, sold, distributed or otherwise made available to any retail investor in the UK. For
these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client
as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or
regulations made under the FSMA to implement the Directive (EU) 2016/97, where that customer would
not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014
as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in
Article 2 of the UK Prospectus Regulation. Consequently no key information document required by the
PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation")
for offering, selling or distributing the Notes or otherwise making them available to retail investors in the
UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Each Initial Purchaser has represented and agreed that it has not offered, sold or otherwise
made available and will not offer, sell or otherwise make available any Notes to any retail investor in
the UK. For the purposes of this provision, the expression "retail investor" means a person who is one
(or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of
the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive
(EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or
(iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation.
Any distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK MiFIR Product Governance Rules") (for the purposes of this paragraph, a "distributor")
subsequently offering, selling or recommending the Notes is responsible for undertaking its own target
market assessment in respect of the Notes and determining the appropriate distribution channels.
Neither the Issuer nor any of the Initial Purchasers make any representations or warranties as to a
distributor's compliance with the UK MiFIR Product Governance Rules.
THIS LISTING PROSPECTUS CONTAINS IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN
THE NOTES.
NOTICE TO INVESTORS IN CANADA
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal
that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
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Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of Notes must be made in accordance with an exemption from, or in a transaction not subject to,
the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Listing Prospectus (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or
territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"),
the Initial Purchasers are not required to comply with the disclosure requirements of NI 33-105
regarding underwriter conflicts of interest in connection with this Offering.
For a further description of certain restrictions on offers and sales, see "Transfer Restrictions".
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AVAILABLE INFORMATION
Each purchaser of Notes from the Initial Purchasers will be furnished with a copy of this Listing
Prospectus and any related amendments or supplements to this Listing Prospectus. Each person
receiving this Listing Prospectus and any related amendments or supplements to this Listing Prospectus
acknowledges that:
(1)
such person has been afforded an opportunity to request from the Issuers, and to
review and has received all additional information considered by it to be necessary to
verify the accuracy and completeness of the information contained herein;
(2)
such person has not relied on the Initial Purchasers or any person affiliated with the
Initial Purchasers in connection with its investigation of the accuracy of such information
or its decision to invest in the Notes; and
(3)
except as provided pursuant to (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 the Issuers or
the Initial Purchasers.
We will agree in each of the Indentures governing the respective Notes that, if at any time the
Issuers are not subject to Section 13 or Section 15(d) of the U.S. Securities Exchange Act, or are
exempt from reporting pursuant to Rule 12g3-2(b) of the U.S. Securities Exchange Act, the Issuers will,
upon the request of a holder of the Notes, furnish to such holder or beneficial owner or to the Trustee
or the Paying Agent for delivery to such holder or beneficial owner or prospective purchaser of the Notes
the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act, to
permit compliance with Rule 144A thereunder in connection with resales of the Notes. Any such request
should be directed to the (i) SSN Issuer at 34, rue Mozart Immeuble Le Cassiopée 92110 Clichy,
France, Attention: Investor Relations, and (ii) PIK Issuer at 59, rue de Tocqueville, 75017 Paris, France.
Attention: Investor Relations.
Neither of the Issuers are currently subject to the periodic reporting and other information
requirements of the U.S. Securities Exchange Act. However, pursuant to each of the Indentures that
will govern the respective Notes, the Issuers will agree to furnish periodic information on the SSN Issuer
(or its successors) to the holders of the Notes. See "Description of the Senior Secured Notes--Certain
Covenants--Provision of Information", "Description of the PIK Notes--Certain Covenants--Provision
of Information" and "Listing and General Information".
Information contained on our website is not incorporated by reference into this Listing
Prospectus and is not part of this Listing Prospectus.
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