Bond Superior Global Industries 6% ( XS1577958058 ) in EUR

Issuer Superior Global Industries
Market price 99.08 %  ▼ 
Country  United States
ISIN code  XS1577958058 ( in EUR )
Interest rate 6% per year ( payment 2 times a year)
Maturity 15/06/2025 - Bond has expired



Prospectus brochure of the bond Superior Industries International XS1577958058 in EUR 6%, expired


Minimal amount /
Total amount /
Detailed description Superior Industries International is a leading global manufacturer of aluminum wheels for the automotive industry, specializing in cast aluminum wheels for passenger cars, light trucks, and SUVs.

The Bond issued by Superior Global Industries ( United States ) , in EUR, with the ISIN code XS1577958058, pays a coupon of 6% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/06/2025







Offering memorandum
250,000,000
Superior Industries International, Inc.
6.000% Senior Notes due 2025
Interest payable June 15 and December 15
Issue price: 100.00%
Superior Industries International, Inc. (the "Issuer") is offering 250.0 million aggregate principal amount of its 6.000% Senior Notes due
2025 (the "notes") to refinance all of the outstanding indebtedness under the Bridge Facility (as defined herein) that we used to finance a
portion of the acquisition of Uniwheels, AG, a stock corporation under German law ("Uniwheels") and repay a portion of the Term Loan
Facility (as defined herein). On May 30, 2017, the Issuer acquired 92.3% of the outstanding shares of Uniwheels through a tender offer for
an aggregate purchase price of $714.7 million. The Issuer anticipates acquiring the remaining 7.7% of the outstanding shares of Uniwheels
through a delisting offer under Polish law and a squeeze-out merger under German law. We refer to the acquisition of 100% of the
outstanding shares of Uniwheels herein as the "Acquisition." See "The transactions."
The notes will also be redeemable at the option of the Issuer, in whole or in part, at any time on or after June 15, 2020 at the redemption
prices set forth in this offering memorandum, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In
addition, the Issuer may redeem some or all of the notes prior to June 15, 2020 at a price equal to 100.0% of the principal amount thereof
plus a "make-whole" premium and accrued and unpaid interest, if any, to, but not including, the redemption date. Prior to June 15, 2020,
the Issuer may redeem up to 40% of the aggregate principal amount of the notes using the proceeds of certain equity offerings at the
redemption price set forth in this offering memorandum. See "Description of notes--Optional redemption." If we experience a change of
control or sell certain assets, the Issuer may be required to offer to purchase the notes from holders. See "Description of notes--Repurchase
at the option of holders."
The notes will be the senior unsecured obligations of the Issuer, ranking equally in right of payment with all of its existing and future senior
indebtedness and senior in right of payment to any subordinated indebtedness. The notes will be effectively subordinated in right of
payment to the existing and future secured indebtedness of the Issuer, including the Senior Secured Credit Facilities (as defined herein), to
the extent of the assets securing such indebtedness. In addition, the notes will be structurally subordinated to all obligations of the
non-guarantor subsidiaries (other than indebtedness and liabilities owed to the Issuer or one of the guarantors).
The notes will be obligations solely of the Issuer and each of its subsidiaries that are guarantors under the Senior Secured Credit Facilities
and will not be guaranteed by Uniwheels or any of its subsidiaries. The guarantees will be the senior unsecured obligations of such
guarantors, ranking equally in right of payment with all of their existing and future unsecured and unsubordinated indebtedness and senior
to their future subordinated indebtedness. The guarantees will be effectively subordinated in right of payment to the existing and future
secured indebtedness of the guarantors, including their guarantees under the Senior Secured Credit Facilities, to the extent of the assets
securing such indebtedness.
Notes sold to qualified institutional buyers in reliance on Rule 144A will be evidenced by one or more separate global notes deposited with
a custodian for and registered in the name of a nominee of a common depository for Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream
Banking, S.A. ("Clearstream"). Except as described herein, beneficial interests in the global notes will be shown on, and transfers thereof
will be effected only through, records maintained by Euroclear and Clearstream and their direct and indirect participants. Any notes sold
pursuant to Regulation S will be evidenced by one or more separate global notes.
This offering memorandum constitutes a prospectus for the purposes of Part IV of the Luxembourg law on prospectus for securities dated
July 10, 2005, as amended.
See "Risk factors" beginning on page 24 to read about important factors you should consider before buying the notes.
The notes 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 other jurisdiction. The Issuer is not required and does not intend to register the notes for resale under the Securities Act. Unless
they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable
state securities laws. The notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in
reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on
Regulation S under the Securities Act and, in the case of persons in the European Economic Area, in accordance with the Prospectus
Directive (as defined below). Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the notes
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 "Transfer restrictions."
The initial purchasers expect to deliver the notes only in book-entry form through the facilities of Euroclear and Clearstream on June 15, 2017.
The offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from June 15, 2017. If the notes
are delivered after June 15, 2017, accrued interest must be paid by the purchaser until the time of delivery.
Joint book-running managers
J.P. Morgan
Citigroup
RBC Capital Markets
Deutsche Bank Securities
July 12, 2017


Table of contents
Notice to investors
ii
Description of notes
159
. . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
Summary
1
Book-entry settlement and clearance
260
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . .
Risk factors
24
Transfer restrictions
264
. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
The transactions
58
Certain U.S. federal income tax
. . . . . . . . . . . . . . . . . . . . . .
Use of proceeds
60
considerations
267
. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
Capitalization
61
Certain ERISA considerations
274
. . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
Unaudited pro forma condensed combined
Plan of distribution
276
. . . . . . . . . . . . . . . . . . . .
financial information
62
Legal matters
279
. . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
Selected historical consolidated financial and
Independent registered public accounting
other data
85
firm
279
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management's discussion and analysis of
Independent auditors
279
. . . . . . . . . . . . . . . . . . .
financial condition and results of
Where you can find more information
279
operations
. . . . . .
87
. . . . . . . . . . . . . . . . . . . . . . . . .
Listing and general information
281
Business
. . . . . . . . . . .
137
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Index to financial statements
F-1
Management
. . . . . . . . . . . . .
149
. . . . . . . . . . . . . . . . . . . . . . . . .
Description of other indebtedness
153
. . . . . . . . .
i


Notice to investors
We are making this offering in reliance on an exemption from registration under the Securities Act, for offers
and sales of securities that do not involve a public offering. The notes may not be offered or sold except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and any applicable state securities laws. Laws in certain jurisdictions may restrict the distribution
of this offering memorandum and the offer and sale of the notes. Persons into whose possession this offering
memorandum or any of the notes are delivered must inform themselves about, and observe, those restrictions.
You must comply with all applicable laws and regulations in force in any applicable jurisdiction, and you must
obtain any consent, approval or permission required for the purchase, offer or sale by you of the notes under
the laws and regulations in force in the jurisdiction to which you are subject or in which you make such
purchase, offer or sale, and neither we nor the initial purchasers will have any responsibility therefor.
By purchasing the notes, you will be deemed to have made acknowledgments, representations, warranties and
agreements as set forth under "Transfer restrictions" in this offering memorandum. We are not, and the initial
purchasers are not, making an offer to sell the notes in any jurisdiction except where an offer or sale is
permitted. You should understand that you will be required to bear the financial risks of your investment for an
indefinite period of time.
The notes offered hereby will be available in book-entry form only. We expect that the notes sold pursuant to
this offering memorandum will be issued in the form of one or more global certificates, which will be deposited
with or on behalf of a common depositary for the accounts of Euroclear and Clearstream and registered in the
name of the nominee of the common depositary. Beneficial interests in the global certificates will be shown on,
and transfers of the global certificates will be effected only through, records maintained by Euroclear,
Clearstream and their respective participants, as applicable. After the initial issuance of the global certificates,
notes in certificated form will be issued in exchange for the global certificates only as set forth in the indenture
that will govern the notes offered hereby. See "Book-entry settlement and clearance."
We have applied to list the notes on the Official List of the Luxembourg Stock Exchange and to trade the notes
on the Euro MTF market, and this offering memorandum has been submitted in connection with the listing
application. This offering memorandum constitutes a prospectus for the purposes of Part IV of the Luxembourg
law on prospectus for securities dated July 10, 2005, as amended. This prospectus may only be used for the
purposes for which it has been published.
Each prospective purchaser of the notes must comply with all applicable laws and regulations in force in any
jurisdiction in which it purchases, offers or sells the notes and must obtain any consent, approval or permission
required by it for the purchase, offer or sale by it of the notes under the laws and regulations in force in any
jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we nor the
initial purchaser shall have any responsibility therefor.
This offering memorandum summarizes 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 of the information we
discuss in this offering memorandum. In making an investment decision, you must rely on your own
examination of such documents, our business and the terms of the offering and the notes, including the merits
and risks involved.
By accepting delivery of this offering memorandum, you acknowledge that (i) you have been afforded an
opportunity to request and to review all additional information considered by you to be necessary to verify the
accuracy of, or to supplement, the information contained in this offering memorandum, (ii) you have not relied
on the initial purchasers or any person affiliated with the initial purchasers in connection with the investigation
ii


of the accuracy of such information or your investment decision, (iii) this offering memorandum relates to an
offering that is exempt from registration under the Securities Act, (iv) if you are a resident in a Member State of
the European Economic Area, you are a "qualified investor" within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC as amended, including Directive 2010/73/EU) and any relevant
implementing measure in each Member State of the European Economic Area (collectively, the "Qualified
Investors") and (v) no person has been authorized to give information or to make any representations
concerning us, this offering or the notes described in this offering memorandum, other than as contained in this
offering memorandum and information given by our duly authorized officers and employees in connection with
an investor's examination of us and the terms of the offering of the notes.
We make no representation to you that the notes are a legal investment for you. You should not consider any
information in this offering memorandum to be legal, business or tax advice. You should consult your own
attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the
notes. Neither the delivery of this offering memorandum nor any sale made pursuant to this offering
memorandum implies that any information set forth in this offering memorandum is correct as of any date
after the date of this offering memorandum.
Notwithstanding anything in this document to the contrary, except as reasonably necessary to comply with
applicable securities laws, you (and each of your employees, representatives or other agents) may disclose to
any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of
the offering and all materials of any kind (including opinions or other tax analyses) that are provided to you
relating to such tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to
the U.S. federal income tax treatment of the offering.
You should contact the initial purchasers with any questions about this offering or if you require additional
information to verify the information contained in this offering memorandum.
In connection with this offering, the initial purchasers may, but are not required to, effect transactions that
stabilize or maintain the market price of the notes at a higher level than the notes might otherwise achieve in
the open market. Such stabilizing, if commenced, may be discontinued at any time. For a description of these
activities, see the section "Plan of distribution" in this offering memorandum.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information set forth in this offering memorandum, and nothing contained in this offering
memorandum is, nor should you rely upon it as, a promise or representation, whether as to the past or the
future.
Neither the SEC nor any state securities commission has approved or disapproved of the notes or determined if
this offering memorandum is truthful or complete. Any representation to the contrary is a criminal offense.
Notice to prospective investors in Canada
The notes may be sold in Canada 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 Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of
applicable securities laws.
iii


Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this offering memorandum (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.
Notice to United Kingdom investors
In the United Kingdom, this offering memorandum is for distribution only to, and is directed solely at, the
Qualified Investors who are also (i) investment professionals, as such term is defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial
Promotion Order"), (ii) high net worth bodies corporate, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2) of the Financial Promotion Order or (iii) persons to
whom an invitation or inducement to engage in investment banking activity (within the meaning of Section 21 of
the Financial Services and Markets Act 2000 (the "FSMA")) in connection with the issue or sale of any notes
may otherwise be lawfully communicated or caused to be communicated (all such persons together being
referred to as "relevant persons"). In the United Kingdom, 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. The 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 FSMA.
Notice to U.S. investors
This 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 which does not involve a public offering. In making your
purchase, you will be deemed to have made certain acknowledgments, representations and agreements. Please
see "Transfer restrictions."
This offering memorandum is being provided (i) to a limited number of U.S. investors that the issuer reasonably
believes to be "qualified institutional buyers" under Rule 144A for informational use solely in connection with
their consideration of the purchase of the notes and (ii) to investors outside the United States in connection
with offshore transactions complying with Rule 903 or Rule 904 of Regulation S. The notes or the guarantees
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 offence.
iv


Notice to Austrian investors
This offering memorandum has not been or will not be approved and/or published pursuant to the Austrian
Capital Markets Act (Kapitalmarktgesetz), as amended. Neither this offering memorandum nor any other
document connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and
neither this offering memorandum nor any other document connected therewith may be distributed, passed on
or disclosed to any other person in Austria. No steps may be taken that would constitute a public offering of the
notes in Austria and the offering of the notes may not be advertised in Austria. Any offer of the notes in Austria
will be made only in compliance with the provisions of the Austrian Capital Markets Act and all other laws and
regulations in Austria applicable to the offer and sale of the notes in Austria.
Notice to French investors
This offering memorandum has not been prepared and is not distributed in the context of a public offering of
financial securities in France within the meaning of Article L. 411-1 of the French Code monétaire et financier
and Title I of Book II of the Règlement Général of the Autorité des Marchés Financiers (the French financial
markets authority) (the "AMF") and therefore has not been and will not be submitted to the AMF for prior
approval or otherwise and does not require a prospectus to be submitted for approval to the AMF.
Consequently, the notes may not be, directly or indirectly, offered or sold to the public in France (offre au public
de titres financiers), and neither this offering memorandum nor any offering or marketing materials relating to
the notes must be made available or distributed in any way that would constitute, directly or indirectly, an offer
to the public in France.
The notes may only be offered or sold in France pursuant to article L. 411-2-II of the French Code monétaire et
financier to providers of investment services relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de portefeuille pour le compte de tiers) and/or to
qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint
d'investisseurs) in each case acting for their own accounts, all as defined in and in accordance with L. 411-1, L.
411-2, D. 411-1, D. 411-4, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the French Code monétaire et financier.
Prospective investors are informed that (i) this offering memorandum has not been and will not be submitted
for clearance to the AMF, (ii) qualified investors (investisseurs qualifiés) and any restricted circle of investors
(cercle restreint d'investisseurs) referred to in article L. 411-2-II-2 of the French Code monétaire et financier
may only participate in this offering for their own account, as provided under articles L. 411-2-II-2, D. 411-1, D.
411-4, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the French Code monétaire et financier and (iii) the direct and
indirect distribution or sale to the public of the notes acquired by them may only be made in compliance with
applicable laws and regulations, in particular those relating to an offer to the public (offre au public de titres
financiers) (which are embodied in articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French
Code monétaire et financier).
Notice to German investors
The offering of the notes is not a public offering in the Federal Republic of Germany. The notes may only be
offered, sold and acquired in accordance with the provisions of the Securities Prospectus Act of the Federal
Republic of Germany (the "Securities Prospectus Act," Wertpapierprospektgesetz, WpPG), as amended, the
Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended and any other laws applicable in
Germany governing the issue, offering and sale of securities. No application has been made to publicly market
the notes in or out of the Federal Republic of Germany. This offering memorandum has not been approved for
purposes of a public offer of the notes and the notes are not registered or authorized for distribution under the
Securities Prospectus Act and accordingly may not be, and are not being, offered or advertised publicly or by
v


public promotion. Therefore, the offering memorandum is strictly for private use and the offer is only being
made to recipients to whom the document is personally addressed and does not constitute an offer or
advertisement to the public. The notes will be offered in the Federal Republic of Germany in reliance on an
exemption from the requirement to publish an approved securities prospectus under the German Securities
Prospectus Act and 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 Securities Prospectus Act. Any resale of the notes in Germany may only be
made in accordance with the Securities Prospectus Act and other applicable laws. The Issuer has not filed 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 European Economic Area, with which a securities prospectus may
have been filed, pursuant to Section 17 (3) of the Securities Prospectus Act.
Notice to Irish investors
This offering memorandum has been prepared on the basis that any offer of notes will be made pursuant to the
exemptions in Regulation 9(1)(a), (b) or (d) of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the
"Irish Prospectus Regulations") from the requirement to publish a prospectus for offers of notes. Accordingly,
any person making or intending to make an offer in Ireland of notes which are subject of this offering
contemplated in this offering memorandum may only do so in circumstances in which no obligation arises for
the issuer or the initial purchasers to publish a prospectus pursuant to Regulation 12 of the Irish Prospectus
Regulations or supplement a prospectus pursuant to Regulation 51 of the Irish Prospectus Regulations, in each
case, in relation to such offer. None of the issuer or the initial purchasers have authorized, nor do they
authorize, the making of any offer of notes in circumstances in which an obligation arises for the issuer or the
initial purchaser to publish or supplement a prospectus for such offer.
Notice to Italian investors
This offering has not been cleared by the Commissione Nazionale per la Società e la Borsa ("CONSOB") (the
Italian securities exchange commission), pursuant to Italian securities legislation. Accordingly, no notes may be
offered, sold or delivered, nor may copies of this offering memorandum or of any other document relating to
the notes be distributed in the Republic of Italy, except (i) to qualified investors (investitori qualificati) as
defined in Article 26, first paragraph, letter (d) of CONSOB Regulation No. 16190 of October 29, 2007, as
amended ("Regulation No. 16190"), pursuant to Article 34-ter, first paragraph letter (b) of CONSOB Regulation
No. 11971 of May 14, 1999, as amended (the "Issuer Regulation"), implementing Article 100 of Legislative
Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act"); and (ii) in any other
circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Financial
Services Act and the Issuer Regulation.
Any such offer, sale or delivery of the notes or distribution of copies of this offering memorandum or any other
document relating to the notes in the Republic of Italy must be: (i) made by an investment firm, bank or
financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the
Financial Services Act, Legislative Decree No. 385 of September 1, 1993, Regulation No. 16190 (in each case, as
amended from time to time) and any other applicable laws and regulations; and (ii) in compliance with any and
all other applicable laws and regulations and any other condition or limitation that may be imposed by CONSOB,
the Bank of Italy or any relevant Italian authorities.
vi


Notice to Luxembourg residents
The terms and conditions relating to this offering memorandum have not been approved by and will not be
submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur
Financier) for purposes of public offering or sale in the Grand Duchy of Luxembourg ("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 memorandum, prospectus, form of application, advertisement
or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg
except in circumstances that do not constitute a public offer of securities to the public, subject to prospectus
requirements, in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities, as
amended from time to time.
Notice to Dutch investors
Notes in definitive form on which interest does not become due and payable whatsoever during their term but
only at maturity (savings certificates or spaarbewijzen as defined in the Netherlands Savings Certificates Act or
Wet inzake spaarbewijzen, the "SCA") may only be transferred and accepted, directly or indirectly, within, from
or into the Netherlands through the mediation of either the issuer or a member firm of Euronext Amsterdam,
admitted in a function on one or more markets or systems held or operated by Euronext Amsterdam N.V. with
due observance of the provisions of the SCA and its implementing regulations (which include registration
requirements). No such mediation is required, however, in respect of (i) the initial issue of such notes to the
first holders thereof, (ii) the transfer and acceptance by individuals who do not act in the conduct of a
profession or business, (iii) the transfer and acceptance of such notes (either in definitive form or as rights
representing an interest in such note in global form) of any particular series of tranche issued outside the
Netherlands and not distributed in the Netherlands in the course of initial distribution or immediately
thereafter and (iv) the transfer and acceptance of rights representing an interest in a global note or certificate.
Notice to Polish investors
The notes may not be offered or sold in or into Poland except under circumstances that do not constitute a
public offering of securities under Polish laws and regulations. This offering memorandum is not a prospectus
and has not been and will be not approved by the Komisja Nadzoru Finansowego, the Polish Financial
Supervision Authority. The notes have not been and will not be registered with the Komisja Nadzoru
Finansowego, the Polish Financial Supervision Authority. Acquisition and holding of notes by residents of
Poland may be subject to restrictions imposed by Polish law and the offers and sales of notes to Polish residents
or within Poland in secondary trading may also be subject to restrictions.
Notice to Spanish investors
The notes may not be offered or sold in Spain except in accordance with the requirements of the Spanish
Securities Market Law 24/1988, of July 28, 1988 (Ley 24/1988, de 28 de julio, del Mercado de Valores), as
amended and restated, and Royal Decree 1310/2005 of November 4, 2005 on the listing of securities, public
offers and applicable prospectus (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla
parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores en materia de admisión a negociación de
valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a
tales efectos), as amended from time to time (the "Spanish Securities Market Law"). The notes may not be sold,
offered or distributed to persons in Spain, except in circumstances which do not constitute a public offer (oferta
pública) of securities in Spain, within the meaning of the Spanish Securities Market Law. None of the notes, this
offering or this offering memorandum and its contents have been approved or registered with the Spanish
Securities and Exchange Commission (Comisión Nacional del Mercado de Valores), and therefore it is not
intended for the public offering or sale of notes in Spain.
vii


Notice to Swiss investors
The notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland.
Neither this offering memorandum nor any other offering or marketing material relating to the notes
constitutes a prospectus as such term is understood pursuant to Article 652a and/or Article 1156 of the Swiss
Code of Obligations and neither this offering memorandum nor any other offering or marketing material
relating to the notes may be publicly distributed or otherwise made publicly available in Switzerland. The notes
will not be listed on the SIX Swiss Exchange Ltd or on any other exchange or regulated trading facility in
Switzerland, and, therefore, the documents relating to the notes, including, but not limited to, this offering
memorandum, do not claim to comply with the disclosure standards of the Swiss Code of Obligations and the
listing rules of SIX Swiss Exchange Ltd and corresponding prospectus schemes annexed to the listing rules of
the SIX Swiss Exchange Ltd. The notes may be offered in Switzerland by way of a private placement, without any
public advertisement and only to investors who do not purchase the notes with the intention to distribute them
to the public. The investors will be individually approached directly from time to time. This offering
memorandum, as well as any other material relating to the notes, is personal and confidential and does not
constitute an offer to any other person. This offering memorandum, as well as any other material relating to the
notes, may only be used by those investors to whom it has been handed out in connection with this offering
described herein and may neither directly nor indirectly be distributed or made available to other persons
without the issuer's express consent. This offering memorandum, as well as any other material relating to the
notes, may not be used in connection with any other offer and shall in particular not be copied and/or
distributed to the public in (or from) Switzerland.
Cautionary notes regarding forward-looking statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements
made by us or on our behalf. We have included in this offering memorandum (including in the sections entitled
"Risk factors" and "Management's discussion and analysis of financial condition and results of operations") and
from time to time our management may make statements that may constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended (the "Exchange Act"),
and Section 21E of the Securities Act. These forward-looking statements are based upon management's current
expectations, estimates, assumptions and beliefs concerning future events and conditions and may discuss,
among other things, anticipated future performance (including sales and earnings), expected growth, future
business plans and costs and potential liability for environmental-related matters. Any statement that is not
historical in nature is a forward-looking statement and may be identified by the use of words and phrases such
as "expects," "anticipates," "believes," "will," "will likely result," "will continue," "plans to" and similar
expressions. These statements include our belief regarding general automotive industry and market conditions
and growth rates, as well as general domestic and international economic conditions.
Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements
are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of the
Superior and Uniwheels, which could cause actual results to differ materially from such statements and from
the Superior's and Uniwheels' historical results and experience.
The risks, uncertainties and other factors relating to Superior's historical business include, but are not limited
to:
· our ability to consummate the Second Step Acquisition (as defined below) and successfully integrate the
business of Uniwheels;
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· general economic conditions in the markets in which we operate;
· changes in actual industry vehicle production levels from our current estimates;
· concentrated sales to a limited number of customers;
· competitive conditions impacting us and our key customers and suppliers;
· the outcome of customer negotiations and the impact of customer-imposed price reductions;
· our ability to execute our cost-savings measures or achieve expected benefits under our plans to improve
operations;
· interruptions in our production capabilities;
· the impact and timing of program launch costs and our managements of new program launches;
· risks associated with conducting business in foreign countries, including fluctuations in foreign currency and
the ability to economically hedge risk of such fluctuation in currencies;
· the cost and availability of raw materials, supplies and energy components and our ability to mitigate such
costs;
· the costs of aluminum and alloying materials impacting operating margins and operations results;
· costs associated with compliance with environmental laws and regulations;
· the outcome of legal regulatory proceedings to which we are or may become a party;
· relationships with our employees including labor relations in our manufacturing facilities;
· limitations imposed by our share repurchase program;
· disruptions to our information technology systems, including those related to cyber security;
· the operational and financial success of our joint ventures; and
· unanticipated income tax liabilities or changes in our effective tax rate.
The risks, uncertainties and other factors relating to Uniwheels' historical business include, but are not limited
to:
· general economic conditions in the markets in which Uniwheels operates;
· risks related to the limited number of key customers;
· competitive conditions affecting Uniwheels and its key customers and suppliers;
· relocation of production of certain car models;
· risks related to interruption of production or reduced production capacity;
· risks associated with conducting business in foreign countries, including fluctuations in foreign currency and
ability to economically hedge such fluctuation in currencies;
· changes in market interest rates;
· the cost and availability of raw materials, supplies and energy components and Uniwheels' ability to mitigate
such costs;
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