Bond Stonegate PubCo Funding 5.75% ( XS1303866799 ) in GBP

Issuer Stonegate PubCo Funding
Market price 100 %  ⇌ 
Country  United Kingdom
ISIN code  XS1303866799 ( in GBP )
Interest rate 5.75% per year ( payment 2 times a year)
Maturity 15/04/2019 - Bond has expired



Prospectus brochure of the bond Stonegate Pub Company Financing XS1303866799 in GBP 5.75%, expired


Minimal amount /
Total amount /
Detailed description Stonegate Pub Company's financing is a complex structure involving a mix of debt and equity, including significant leveraged loans, high-yield bonds, and private equity investment from entities like TDR Capital.

The Bond issued by Stonegate PubCo Funding ( United Kingdom ) , in GBP, with the ISIN code XS1303866799, pays a coupon of 5.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/04/2019







NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
23MAR201419330548
Stonegate Pub Company Financing plc
Guaranteed on a senior secured basis by Stonegate Pub Company Limited and all material
subsidiaries of Stonegate Pub Company Limited
£80,000,000 5.75% Senior Secured Notes due 2019
Stonegate Pub Company Financing plc (the ``Issuer''), a public limited company incorporated under the laws of England and Wales, is offering
£80,000,000 aggregate principal amount of its 5.75% Senior Secured Notes due 2019 (the ``Additional Notes''). The Issuer is a wholly owned finance
subsidiary of Stonegate Pub Company Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the
``Company''). The proceeds from the Additional Notes will be used primarily to repay the outstanding borrowings under the Senior Secured Credit
Facility (as defined herein), entered into to finance the consideration for the acquisition of certain freehold pubs and other assets from TCG, or
Tattershall Castle Group (as defined herein).
The Additional Notes will be issued as additional notes under the indenture entered into by the Issuer on April 11, 2014 (the ``Indenture'') and will
form part of the same series of notes as the Issuer's currently outstanding £260,000,000 aggregate principal amount of 5.75% Senior Secured Notes
due 2019 issued under the Indenture (the ``Original Fixed Rate Notes''). The Original Fixed Rate Notes and the Additional Notes are collectively
referred to herein as the ``Fixed Rate Notes.'' The Additional Notes will initially be issued bearing temporary ISINs (as defined herein) and
temporary common codes. See ``Description of the Notes.'' The Additional Notes will have the same terms as the Original Fixed Rate Notes and
will constitute a single class of debt securities with the Original Fixed Rate Notes under the Indenture, including with respect to waivers,
amendments, redemptions and offers to purchase, except as otherwise specified with respect to the Additional Notes, and will become fully fungible
with the Original Fixed Rate Notes following termination of certain U.S. selling restrictions.
The Issuer will pay interest on the Additional Notes semi-annually in arrears on each April 15 and October 15, commencing on October 15, 2015.
The Fixed Rate Notes will mature on April 15, 2019. The Issuer may redeem some or all of the Fixed Rate Notes on or after April 15, 2016, at the
redemption prices set out in this listing particular (this ``Offering Memorandum''), plus accrued and unpaid interest, if any. Prior to April 15, 2016,
the Issuer may redeem some or all of the Fixed Rate Notes at a price equal to 100% of the principal amount of the Fixed Rate Notes redeemed,
plus accrued and unpaid interest, if any, plus a ``make whole'' premium, as described in this Offering Memorandum. In addition, prior to April 15,
2016, the Issuer may redeem up to 35% of the original aggregate principal amount of the Fixed Rate Notes (including any additional notes) with the
net cash proceeds from certain equity offerings at a price equal to 105.75% of the principal amount of the Fixed Rate Notes redeemed, plus accrued
and unpaid interest, if any, provided that at least 65% of the original aggregate principal amount of the Fixed Rate Notes (including any additional
notes) remains outstanding after the redemption. Further, the Issuer may redeem all, but not part, of the Fixed Rate Notes at a price equal to 100%
of the principal amount plus accrued and unpaid interest, if any, upon the occurrence of certain changes in applicable tax law. Upon the occurrence
of certain change of control events, the Issuer may be required to offer to redeem the Fixed Rate Notes at 101% of the principal amount redeemed,
plus accrued and unpaid interest, if any. However, a change of control will not be deemed to have occurred if certain consolidated leverage ratios
are not exceeded in connection with such an event.
The Original Fixed Rate Notes and the Original Floating Rate Notes (as defined herein, and together with the Original Fixed Rate Notes, the
``Original Notes,'' and the Original Notes together with the Additional Notes, the ``Notes'') are, and on the Additional Notes Issue Date the
Additional Notes will be, senior obligations of the Issuer, and the Original Notes rank, and on the Additional Notes Issue Date the Additional Notes
will rank, equally in right of payment with all unsubordinated indebtedness of the Issuer, senior to all indebtedness of the Issuer that is subordinated
in right of payment to the Notes and effectively senior to all unsecured indebtedness of the Issuer to the extent of the assets securing the Notes. The
Original Notes are, and on the Additional Notes Issue Date, the Additional Notes will be, guaranteed on a senior secured basis by the Company and
all material subsidiaries of the Company, other than the Issuer (the ``Subsidiary Guarantors,'' and together with the Company, the ``Guarantors'').
The guarantee of the Notes by each Guarantor (a ``Note Guarantee'' and, collectively, the ``Note Guarantees''), in the case of the Original Notes,
rank, and in the case of the Additional Notes will rank, equally in right of payment with all the existing and future unsubordinated indebtedness of
such Guarantor, senior to all the existing and future indebtedness of such Guarantor that is subordinated in right of payment to such Guarantor's
Note Guarantee and effectively senior to all existing and future unsecured indebtedness of such Guarantor to the extent of the assets securing such
Guarantor's Note Guarantee. The Notes and the Note Guarantees, in the case of the Original Notes are, and in the case of the Additional Notes on
the Additional Notes Issue Date will be, secured by liens on certain assets that also secure our obligations under the Revolving Credit Facility (as
defined herein). Pursuant to the terms of the Intercreditor Agreement (as defined herein), any liabilities in respect of obligations under the
Revolving Credit Facility Agreement or in respect of hedging obligations, in each case, that are secured by assets that also secure our obligations
under the Notes and the Note Guarantees will receive priority with respect to any proceeds received upon any enforcement action over any such
assets.
This Offering Memorandum constitutes a Prospectus for the purpose of Luxembourg law dated July 10, 2005 on Prospectus for Securities, as
amended. The Prospectus may be used only for the purposes for which it has been published. There is currently no public market for the Additional
Notes. Application has been made to list the Additional Notes on the Official List of the Luxembourg Stock Exchange and to admit the Additional
Notes to trading on the Euro MTF Market.
Investing in the Notes involves risks. See ``Risk factors'' beginning on page 24.
Issue price of the Additional Notes: 99.50% plus accrued interest, if any, from April 15, 2015 to the Additional Notes Issue Date.
The Notes and the Note Guarantees have not been and will not be registered under the Securities Act of 1933 as amended (the ``Securities Act''), or
the securities laws of any state of the United States or any other jurisdiction. Accordingly, the Additional Notes are being offered and sold in the
United States only to ``qualified institutional buyers'' in accordance with Rule 144A under the Securities Act (``Rule 144A'') and outside the United
States in accordance with Regulation S under the Securities Act (``Regulation S''). Prospective purchasers of the Additional Notes that are qualified
institutional buyers are hereby notified that the seller may be relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A. For further details about eligible offerees and resale restrictions, see ``Notice to investors.''
The Additional Notes will be issued in the form of global notes in registered form. See ``Book-entry, delivery and form.'' We expect the Additional
Notes to be delivered to investors in book-entry form through Euroclear Bank SA/NV (``Euroclear'') and Clearstream Banking, soci´
et´
e anonyme
(``Clearstream'') on or about October 7, 2015.
Sole Bookrunner
Barclays
The date of this listing particular is October 14, 2015


You should rely only on the information contained in this Offering Memorandum. We have not, and
Barclays Bank PLC (the ``Initial Purchaser'') has not, authorized anyone to provide you with information
that is different from the information contained herein. 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.
We are not, and the Initial Purchaser is not, making an offer of these securities in any jurisdiction where
such offer is not permitted.
Table of contents
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
Selected historical consolidated financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
Management's discussion and analysis of financial condition and results of operations . . . . . . . . .
55
Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
Principal shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100
Certain relationships and related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
Description of other indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
Book-entry, delivery and form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
Tax considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
204
Limitations on validity and enforceability of the Note Guarantees and security interests . . . . . . . .
213
Plan of distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
218
Notice to investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
220
Legal matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
223
Independent auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
224
Where to find additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
225
Enforcement of civil liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
226
Listing and general information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
228
Index to financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
Stonegate Pub Company Financing plc (the ``Issuer'') is incorporated as a public limited company under
the laws of England and Wales. The registered office of the Issuer in the United Kingdom is Porter Tun
House, 500 Capability Green, Luton, Bedfordshire, LU1 3LS, United Kingdom and its telephone number
at that address is +44 (0) 845 126 2944.
Important information about this Offering
This Offering Memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer
or solicitation. No action has been, or will be, taken to permit a public offering in any jurisdiction where
action would be required for that purpose. Accordingly, the Additional Notes may not be offered or sold,
directly or indirectly, nor may this Offering Memorandum be distributed, in any jurisdiction except in
accordance with the legal requirements applicable in such jurisdiction.
This Offering Memorandum is personal to each offeree and does not constitute an offer to any other
person or to the public generally to subscribe for or otherwise acquire Additional Notes. Each prospective
investor, by accepting delivery of this Offering Memorandum, agrees to the foregoing.
In making an investment decision, prospective investors must rely on their own examination of our
company and the terms of this Offering, including the merits and risks involved. In addition, neither we nor
the Initial Purchaser nor any of our or its respective representatives are making any representation to you
regarding the legality of an investment in the Additional Notes, and you should not construe anything in
this Offering Memorandum as legal, business, tax or other advice. You should consult your own advisors as
to the legal, tax, business, financial and related aspects of an investment in the Additional Notes. You must
i


comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Additional Notes or
possess or distribute this Offering Memorandum, and you must obtain all applicable consents and
approvals; neither we nor the Initial Purchaser shall have any responsibility for any of the foregoing legal
requirements.
This Offering Memorandum is based on information provided by us and other sources that we believe to
be reliable. The Initial Purchaser is not making any representation or warranty, express or implied, that
this information is accurate or complete and is not responsible for this information. Nothing contained in
this Offering Memorandum is, or shall be relied upon as, a promise or representation by the Initial
Purchaser as to the past or future. In this Offering Memorandum, we have summarized certain documents
and other information in a manner we believe to be accurate, but we refer you to the actual documents for
a more complete understanding.
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
material that is likely to affect the import of such information.
The information contained in this Offering Memorandum is correct as of the date hereof. Neither the
delivery of this Offering Memorandum at any time after the date of publication nor any subsequent
commitment to purchase the Notes shall, under any circumstances, create an implication that there has
been no change in the information set forth in this Offering Memorandum or in our business since the date
of this Offering Memorandum.
The information contained in this Offering Memorandum under the caption ``Exchange rate information''
includes extracts from information and data publicly released by official and other sources. While we
accept responsibility for accurately summarizing such information, we accept no further responsibility in
respect thereto.
The information set out in relation to sections of this Offering Memorandum describing clearing
arrangements, including the section entitled ``Book-entry, delivery and form,'' is subject to any change in,
or reinterpretation of, the rules, regulations and procedures of Euroclear or Clearstream currently in
effect. While we accept responsibility for accurately summarizing the information concerning Euroclear
and Clearstream, we accept no further responsibility in respect of such information. Euroclear and
Clearstream are not under any obligation to perform or continue to perform under such clearing
arrangements and such arrangements may be modified or discontinued by any of them at any time. We will
not, nor will any of our agents, have responsibility for the performance of the respective obligations of
Euroclear and Clearstream or their respective participants. Investors wishing to use these clearing systems
are advised to confirm the continued applicability of these arrangements.
By receiving this Offering Memorandum, you acknowledge that you have had an opportunity to request
from us for review, and that you have received, all additional information you deem necessary to verify the
accuracy and completeness of the information contained in this Offering Memorandum. You also
acknowledge that you have not relied on the Initial Purchaser in connection with your investigation of the
accuracy of this information or your decision whether to invest in the Additional Notes.
None of the U.S. Securities and Exchange Commission (the ``SEC''), any state securities commission or
any other regulatory authority has approved or disapproved of the Additional Notes, nor have any of the
foregoing authorities passed upon or endorsed the merits of this Offering or the accuracy or adequacy of
this Offering Memorandum. Any representation to the contrary could be a criminal offense in certain
countries.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold,
except as permitted under the Securities Act and the applicable state securities laws, pursuant to
registration or exemption therefrom. As a prospective investor, you should be aware that you may be
required to bear the financial risks of this investment for an indefinite period of time. Please refer to the
sections in this Offering Memorandum entitled ``Plan of distribution'' and ``Notice to investors.'' Please
note that there are no restrictions on transactions that are being made through the stock exchange.
The Additional Notes will be available initially only in book-entry form. We expect that the Additional
Notes sold pursuant to this Offering Memorandum will be issued in the form of one or more global notes,
which will be deposited with, or on behalf of, a common depositary and registered in the name of the
nominee of the common depositary for the accounts of Euroclear and Clearstream. Beneficial interests in
ii


the global notes will be shown on, and transfers of beneficial interests in the global notes will be effected
only through, records maintained by Euroclear and Clearstream and their direct and indirect participants,
as applicable. After the initial issuance of the global notes, Additional Notes in certificated form will be
issued in exchange for the global notes only as set forth in the indenture governing the Notes (the
``Indenture''). See ``Book-entry, delivery and form.''
We are making this Offering subject to the terms described in this Offering Memorandum and the
purchase agreement relating to the Additional Notes (the ``Purchase Agreement''). We and the Initial
Purchaser also reserve the right to reject any offer to purchase the Additional Notes in whole or in part for
any reason or no reason and to allot to any prospective purchaser less than the full amount of the
Additional Notes sought by it. The Initial Purchaser and certain of its respective related entities may
acquire, for their own accounts, a portion of the Additional Notes.
We cannot guarantee that the application we will make to the Official List of the Luxembourg Stock
Exchange for the Additional Notes to be listed and admitted to trading on the Euro MTF Market of the
Luxembourg Stock Exchange will be approved as of the settlement date for the Additional Notes or at any
time thereafter, and settlement of the Additional Notes is not conditional on obtaining this admission to
trading.
STABILIZATION
IN CONNECTION WITH THE OFFERING OF THE ADDITIONAL NOTES, BARCLAYS
BANK PLC (THE ``STABILIZING MANAGER'') (OR PERSONS ACTING ON ITS BEHALF) MAY
OVER-ALLOT ADDITIONAL NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE ADDITIONAL NOTES AT A LEVEL HIGHER
THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE
THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF) WILL
UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFERING OF THE ADDITIONAL NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT
ANY TIME, BUT IT MUST END NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE
ISSUER RECEIVED THE PROCEEDS OF THE OFFERING, OR NO LATER THAN 60 DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE ADDITIONAL NOTES, WHICHEVER IS THE
EARLIER.
Each purchaser of the Additional Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under the ``Notice to investors''
section of this Offering Memorandum.
Notice to investors in the United States
The Additional Notes and the Note Guarantees have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United
States and may not be offered or sold in the United States, except to qualified institutional buyers within
the meaning of Rule 144A, in reliance on the exemption from the registration requirements of the
Securities Act provided by Rule 144A. The Additional Notes may be offered and sold outside the United
States in reliance on Regulation S. Prospective investors are hereby notified that sellers of the Additional
Notes may be relying on the exemption from the registration requirements of Section 5 of the Securities
Act provided by Rule 144A. For a description of certain restrictions on transfers of the Additional Notes,
see ``Notice to investors.''
Neither the SEC, any U.S. state securities commission nor any non-U.S. securities authority has approved
or disapproved of these securities or determined that this Offering Memorandum is accurate or complete.
Any representation to the contrary is a criminal offence.
iii


Notice to New Hampshire residents only
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
ANNOTATED (``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 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 HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSONS, 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.
Notice to investors in the 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 or (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
Additional Notes are available to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such Additional 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. The Additional Notes are not being
offered or sold to any person in the United Kingdom, except in circumstances which will not result in an
offer of securities to the public in the United Kingdom within the meaning of Part VI of the Financial
Services and Markets Act 2000.
Notice to investors in the European Economic Area
This Offering Memorandum is not a prospectus and is being distributed to a limited number of recipients
for the sole purpose of assisting such recipients in determining whether to proceed with a further
investigation of the purchase of, or subscription for, the Additional Notes. This Offering Memorandum has
been prepared on the basis that all offers of the Additional Notes will be made pursuant to an exemption
under the Prospectus Directive (the ``Prospectus Directive''), as implemented in Member States of the
European Economic Area (the ``EEA''), from the requirement to produce a prospectus for offers of the
Additional Notes. Accordingly, any person making or intending to make any offer within the EEA of the
Additional Notes, which are the subject of the placement contemplated in this Offering Memorandum,
should only do so in circumstances in which no obligation arises for us or the Initial Purchaser to produce a
prospectus for such offer. Neither we nor the Initial Purchaser have authorized, nor does it authorize, the
making of any offer of Additional Notes through any financial intermediary, other than offers made by the
Initial Purchaser, which constitute the final placement of the Additional Notes contemplated in this
Offering Memorandum.
In relation to each Member State of the European Economic Area that has implemented the Prospectus
Directive (each, a ``Relevant Member State''), each Initial Purchaser has represented and agreed that with
effect from and including the date on which the Prospectus Directive is implemented in that Relevant
Member State (the ``Relevant Implementation Date'') it has not made and will not make an offer of
Additional Notes that are the subject of this Offering Memorandum to the public in that Relevant Member
State prior to the publication of a prospectus in relation to Additional Notes that has been approved by the
iv


competent authority in that Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in that Relevant Member State, all in accordance
with the Prospectus Directive, except that it may, with effect from and including the Relevant
Implementation Date, make an offer of the Additional Notes in the Relevant Member State at any time:
(a) to any legal entity that is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the
2010 PD Amending Directive (as defined below), 150 natural or legal persons (other than qualified
investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of Additional Notes shall result in a requirement for the publication by the
Issuer or the Initial Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive or a
supplement to a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an ``offer of Additional Notes to the public'' in relation
to any Additional 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 Additional Notes to be offered so as to
enable an investor to decide to purchase or subscribe for the Additional Notes, as the same may be varied
in that Member State by any measure implementing the Prospectus Directive in that Member State, the
expression ``Prospectus Directive'' means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any
relevant implementing measure in the Relevant Member State, and the expression ``2010 PD Amending
Directive'' means Directive 2010/73/EU.
In connection with this Offering, the Initial Purchaser is 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 its clients
nor for providing advice in relation to this Offering.
Forward-looking statements
This Offering Memorandum contains ``forward-looking statements'' within the meaning of the securities
laws of certain jurisdictions, including statements under the captions ``Summary,'' ``Risk factors,''
``Management's discussion and analysis of financial condition and results of operations,'' ``Industry,''
``Business'' and in other sections. In some cases, these forward-looking statements can be identified by the
use of forward-looking terminology, including the words ``believes,'' ``could,'' ``estimates,'' ``anticipates,''
``expects,'' ``intends,'' ``may,'' ``will,'' ``plans,'' ``continue,'' ``ongoing,'' ``potential,'' ``predict,'' ``project,''
``target,'' ``seek,'' ``should'' or ``would'' or, in each case, their negative or other variations or comparable
terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions.
These forward-looking statements include all matters that are not historical facts. They appear in a number
of places throughout this Offering Memorandum and include statements regarding our intentions, beliefs
or current expectations concerning, among other things, our results of operations, financial condition,
liquidity, prospects, growth, strategies and dividend policy and the industry in which we operate.
By their nature, forward-looking statements involve known and unknown risks and uncertainties because
they relate to events and depend on circumstances that may or may not occur in the future. Forward-
looking statements are not guarantees of future performance. You should not place undue reliance on
forward-looking statements.
Many factors may cause our results of operations, financial condition, liquidity and the development of the
industry in which we compete to differ materially from those expressed or implied by the forward-looking
statements contained in this Offering Memorandum.
These factors include, among other things:
·
changes in the macroeconomic environment in the United Kingdom;
·
changes in consumer preferences and perceptions;
·
competition in our industry;
·
changes in government regulation and legislation;
·
our ability to comply with current or future regulations and legislation;
v


·
loss of pub and alcohol licenses;
·
further consolidation in our industry;
·
failure to diversify our income streams;
·
increases in student tuition and other changes in the UK welfare system;
·
the trend in migration of business to alternative shopping channels or locations;
·
our ability to successfully implement our strategic and financial objectives;
·
our ability to identify appropriate acquisition targets and successfully integrate the businesses that we
acquire;
·
risks associated with the fact that we have not included in this Offering Memorandum separate
financial statements prepared in accordance with IFRS as of and for the 52 weeks ended
September 29, 2013 and the 53 weeks ended September 30, 2012;
·
risks associated with the fact that our independent auditor's opinion included elsewhere in this
Offering Memorandum does not separately opine on the financial condition of the Group as of
September 29, 2013 and September 30, 2012 and of the Group's loss for the periods then ended;
·
our ability to realize the pro forma adjustments to Adjusted EBITDA that we currently expect;
·
our ability to recover the expenditures for our capital projects;
·
impact of public holidays, the timing of major sporting events and weather conditions;
·
loss of our key suppliers;
·
volatility in global food prices and energy costs;
·
labor shortages, increased labor costs and other adverse effects of varying labor conditions;
·
our dependence on a limited number of key pubs;
·
our ability to effectively maintain and manage our property leaseholds;
·
negative publicity relating to one or more of our pubs or brands;
·
food or drink contamination at our pubs or other health and safety-related incidents;
·
employment-related claims;
·
loss of our key personnel;
·
environmental compliance costs;
·
increased costs to cover deficits with respect to our pension schemes;
·
insufficient insurance;
·
disruptions in our information technology systems;
·
our ability to adequately protect our intellectual property;
·
cash theft;
·
tax risks;
·
uncertainties and risks associated with our acquisition and integration of pubs from Maclay and pubs
and certain other assets from TCG; and
·
other factors discussed under ``Risk factors.''
These risks and others described under ``Risk factors'' are not exhaustive. Other sections of this Offering
Memorandum describe additional factors that could adversely affect our results of operations, financial
condition, liquidity and the development of the industry in which we operate. New risks can emerge from
time to time, and it is not possible for us to predict all such risks, nor can we assess the impact of all such
risks on our business or the extent to which any risks, or combination of risks and other factors, may cause
actual results to differ materially from those contained in any forward-looking statements. Given these
risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results.
vi


Any forward-looking statements are only made as of the date of this Offering Memorandum and we do not
intend, and do not assume any obligation, to update forward-looking statements set forth in this Offering
Memorandum. You should interpret all subsequent written or oral forward-looking statements attributable
to us or to persons acting on our behalf as being qualified by the cautionary statements in this Offering
Memorandum. As a result, you should not place undue reliance on forward-looking statements.
Industry and market data
The market and competitive position data in the sections ``Summary,'' ``Risk factors,'' ``Management's
discussion and analysis of financial condition and results of operations,'' ``Industry'' and ``Business'' of this
Offering Memorandum are estimates by management based on industry publications, and from surveys or
studies conducted by third-party industry consultants that are generally believed to be reliable. However,
the accuracy and completeness of such information is not guaranteed and has not been independently
verified. Additionally, industry publications and such studies generally state that the information contained
therein has been obtained from sources believed to be reliable, but the accuracy or completeness of such
information is not guaranteed and in some instances the sources do not assume liability for such
information. We have obtained certain of the market and industry data presented in this Offering
Memorandum from reports produced by third-party industry specialists such as the British Beer and Pub
Association (``BBPA'') CGA Peach (``CGA Peach'') and BMI Research (``BMI Research''). Most of the
industry data reproduced in this Offering Memorandum is publicly available although we have obtained
consent from BBPA, CGA Peach, BMI Research and Barclaycard to reproduce certain of their non-public
data in this Offering Memorandum. We cannot assure you of the accuracy and completeness of such data,
and we have not independently verified such market data and such data should not be relied upon in
making, or refraining from making, any investment decision. We do, however, accept responsibility for the
correct reproduction of this information.
Some of the information herein has been extrapolated from such market data or reports using our
experience and internal estimates. Elsewhere in this Offering Memorandum, statements regarding the
industry in which we operate and our position in this industry are based solely on our experience, internal
studies and estimates, and our own investigation of market conditions. We believe that such information
and statements are true and accurate, but there can be no assurance that is the case. Such information and
statements have not been verified by any independent sources. While we are not aware of any
misstatements regarding such information, statements and any similar data presented herein, such
information, statements or similar data are subject to change based on various factors, including those
discussed under the heading ``Risk factors'' in this Offering Memorandum. As a result, neither we nor the
Initial Purchaser make any representation as to the accuracy or completeness of any such information or
statements in this Offering Memorandum.
Certain definitions
Key performance indicators
Certain key performance indicators used in this Offering Memorandum are defined as follows:
·
``Acquisition Capital Expenditure'' represents payments made to acquire trading sites;
·
``Adjusted EBITDA'' represents EBITDA excluding acquisition costs, restructuring and integration
costs, operational restructuring and redundancy costs, refinancing costs, releases of onerous lease
provisions, discretionary management fees, certain pension-related costs, losses on disposals and
certain other non-recurring costs, restated on a 52-week basis in the case of the 53 weeks ended
September 30, 2012 to enhance comparability by deducting the first week's sales, less operating costs
for this week, assumed to be at a consistent margin for the first period (first four weeks from
September 26, 2011), less the wages for this week, assumed to be the wages as a consistent percentage
of revenue for the first period, and less the variable operating expenses for this week, assumed to be
one quarter of the first period costs. Key fixed costs, such as rents, business rates and salaries, do not
require a restatement because they are annual costs;
·
``Adjusted EBITDAR'' represents Adjusted EBITDA before operating lease rentals;
·
``Adjusted EBITDA Margin'' represents Adjusted EBITDA divided by revenue;
·
``As Adjusted Lease Adjusted Net Debt'' represents the aggregate of our As Adjusted Net Debt and
the value of our operating leases multiplied by a factor of eight;
vii


·
``As Adjusted Net Debt'' represents our net debt as adjusted to give effect to this Offering and the use
of proceeds therefrom;
·
``Capital Expenditure'' represents the sum of our purchase of property, plant and equipment,
payments to acquire trading sites for the periods presented, which for operational purposes we
categorize as Acquisition Capital Expenditure, Investment Capital Expenditure and Maintenance
Capital Expenditure;
·
``Cash Conversion'' represents Adjusted EBITDA less Maintenance Capital Expenditure divided by
Adjusted EBITDA;
·
``Drink Sales Growth (Like for Like)'' for the 53 weeks ended September 30, 2012, for the 52 weeks
ended September 29, 2013 and September 28, 2014, for the 40 weeks and the 52 weeks ended July 5,
2015, for the ten weeks ended September 11, 2015 and for the eight weeks ended August 30, 2015,
represents our aggregate change in revenue from drinks sales compared to the previous comparable
period made at all pubs open and operated by us in either our branded or un-branded group
throughout the current and previous period, restated on a 52 week basis in the case of the 53 weeks
ended September 30, 2012, to enhance comparability;
·
``EBITDA'' represents profit/(loss) for the period excluding UK income tax credit/(charge), finance
income, finance costs, depreciation, amortization and impairment, (profit)/loss on sale of non-current
assets and movement in fair value of interest rate swaps;
·
``EBITDAR'' represents EBITDA before operating lease rentals;
·
``Food Sales Growth (Like for Like)'' for the 53 weeks ended September 30, 2012, for the 52 weeks
ended September 29, 2013 and September 28, 2014, for the 40 weeks and the 52 weeks ended July 5,
2015, for the ten weeks ended September 11, 2015 and for the eight weeks ended August 30, 2015,
represents our aggregate change in revenue from food sales compared to the previous comparable
period made at all pubs open and operated by us in either our branded or un-branded group
throughout the current and previous period, restated on a 52 week basis in the case of the 53 weeks
ended September 30, 2012, to enhance comparability;
·
``Gross Margin for Drinks'' represents (i) for the relevant period, our revenue from drinks sales
(excluding revenue from disposed of sites) minus cost of the drinks purchased (excluding costs of
disposed of sites), divided by (ii) revenue from drinks sales (excluding revenue from disposed of sites)
for the relevant period;
·
``Gross Margin for Food'' represents (i) for the relevant period, our revenue from food sales
(excluding revenue from disposed of sites) minus cost of the food purchased (excluding costs of
disposed of sites), divided by (ii) revenue from food sales (excluding revenue from disposed of sites)
for the relevant period;
·
``Gross Margin Growth (Like for Like)'' for the 53 weeks ended September 30, 2012, for the 52 weeks
ended September 29, 2013 and September 28, 2014 for the 40 weeks and the 52 weeks ended July 5,
2015 and for the eight weeks ended August 30, 2015, represents our aggregate change in total gross
margin (calculated as total revenue minus total operating costs divided by total revenue) compared to
the previous comparable period made at all pubs open and operated by us in either our branded or
un-branded group throughout the current and previous period, restated on a 52 week basis in the case
of the 53 weeks ended September 30, 2012, to enhance comparability;
·
``Investment Capital Expenditure'' represents amounts recorded in our accounting system as capital
expenditure incurred in connection with extending the capacity of, or refurbishing, our pubs. Amounts
recorded in this manner must be supported by senior management-approved investment appraisals;
·
``Maintenance Capital Expenditure'' represents all capital expenditure that is not Acquisition Capital
Expenditure or Investment Capital Expenditure;
·
``Pro Forma Adjusted EBITDA'' represents our Adjusted EBITDA as adjusted to give effect to: (i) the
acquisition of pubs from Maclay, which we completed on July 17, 2015, August 28, 2015 and
September 25, 2015, as though they had occurred on July 7, 2014; (ii) the acquisition of pubs and
certain other assets from TCG, in relation to which we entered into acquisition agreements on
September 29, 2015, as though we had completed the acquisition of these pubs and assets on July 7,
2014; (iii) certain cost savings that we estimate will result from our acquisition of pubs and certain
other assets from TCG in the 52 weeks following the completion of this acquisition; (iv) the aggregate
viii


incremental EBITDA post-investment of certain pubs in which we have invested during the 52 weeks
ended July 5, 2015, as though such investment had occurred on July 7, 2014; (v) the aggregate
EBITDA of certain pubs in which we have invested during the 52 weeks ended July 5, 2015 during the
periods in which those pubs were closed for renovation or refurbishment; (vi) aggregate cost savings
resulting from labor efficiency programs implemented during the 52 weeks ended July 5, 2015, as
though these programs had been in place throughout the 52 weeks ended July 5, 2015; (vii) aggregate
cost savings resulting from rent renegotiations undertaken during the 52 weeks ended July 5, 2015, as
though the revised rental amounts had been in place throughout the 52 weeks ended July 5, 2015;
(viii) aggregate cost savings resulting from alcohol duty reductions implemented during the 52 weeks
ended July 5, 2015, as though these reductions had been in place throughout the 52 weeks ended
July 5, 2015; (ix) aggregate cost savings resulting from changes to our policies regarding the discounts
that we offer customers that were made during the 52 weeks ended July 5, 2015, as though these had
been in place throughout the 52 weeks ended July 5, 2015 and (x) the annualized rental expense that
we estimate we would have incurred following our planned sale and leaseback of five freehold
properties located in London, if such sale and leaseback transactions had occurred on July 7, 2014;
·
``Pro Forma Adjusted EBITDA Margin'' represents Pro Forma Adjusted EBITDA divided by Pro
Forma Revenue;
·
``Pro Forma Adjusted EBITDAR'' represents our Pro Forma Adjusted EBITDA before operating
lease rentals and without giving effect to: (i) aggregate cost savings resulting from rent renegotiations
undertaken during the 52 weeks ended July 5, 2015, as though the revised rental amounts had been in
place throughout the 52 weeks ended July 5, 2015 and (ii) the annualized rental expense that we
estimate we would have incurred following our planned sale and leaseback of five freehold properties
located in London, if such sale and leaseback transactions had occurred on July 7, 2014;
·
``Pro Forma Revenue'' represents our revenue as adjusted to give effect to (i) the acquisition of pubs
from Maclay, which we completed on July 17, 2015, August 28, 2015 and September 25, 2015, as
though they had occurred on July 7, 2014, and (ii) the acquisition of pubs and certain other assets
from TCG, in relation to which we entered into acquisition agreements on September 29, 2015, as
though we had completed the acquisition of these pubs and assets on July 7, 2014;
·
``Pub Profit Growth (Like for Like)'' for the 53 weeks ended September 30, 2012, for the 52 weeks
ended September 29, 2013 and September 28, 2014, for the 40 weeks and the 52 weeks ended July 5,
2015 and for the eight weeks ended August 30, 2015, represents our aggregate change in EBITDA
(less Group overhead costs) compared to the previous comparable period made at all pubs open and
operated by us in either our branded or un-branded group throughout the current and previous
period, restated on a 52 week basis in the case of the 53 weeks ended September 30, 2012, to enhance
comparability;
·
``Return on Investment'' represents, for all pubs invested during the three-year period preceding the
date on which we present Return on Investment, the difference between the annualized aggregate
weekly average post-investment EBITDA (from the first full four week period after the re-opening of
such pubs) and the 52 week pre-investment EBITDA of those pubs (to the end of the last full four
week period), divided by the aggregate Investment Capital Expenditure invested in these pubs over
the same three-year period. Where a pub has traded for less than 52 weeks post-investment, we have
not taken it into account when calculating Return on Investment. Pubs where we have not made an
Investment Capital Expenditure in the past 156 weeks are classed as uninvested;
·
``Revenue Growth (Like for Like),'' for the 53 weeks ended September 30, 2012, for the 52 weeks
ended September 29, 2013 and September 28, 2014 for the 40 weeks and the 52 weeks ended July 5,
2015, for the ten weeks ended September 11, 2015 and for the eight weeks ended August 30, 2015,
represents our aggregate change in revenue compared to the previous comparable period made at all
pubs open and operated by us in either our branded or un-branded group throughout the current and
previous period, restated on a 52 week basis in the case of the 53 weeks ended September 30, 2012, to
enhance comparability;
·
``Total Gross Margin'' represents, for the relevant period, our total revenue (excluding revenue from
disposed of sites) minus total operating costs (excluding operating costs of disposed of sites), divided
by total revenue (excluding revenue from disposed of sites); and
·
``Yearly Return on Investment'' represents, for all pubs invested during the 2011 financial year, the
difference between the first, second or third 52 week period post-investment EBITDA and the
ix