Bond Puma Energy Group 5.125% ( XS1696810669 ) in USD

Issuer Puma Energy Group
Market price 100 %  ▲ 
Country  Singapore
ISIN code  XS1696810669 ( in USD )
Interest rate 5.125% per year ( payment 2 times a year)
Maturity 05/10/2024 - Bond has expired



Prospectus brochure of the bond Puma Energy Holdings XS1696810669 in USD 5.125%, expired


Minimal amount /
Total amount /
Detailed description Puma Energy Holdings is a global midstream energy company involved in the storage, transportation, and distribution of refined petroleum products and related services.

The Bond issued by Puma Energy Group ( Singapore ) , in USD, with the ISIN code XS1696810669, pays a coupon of 5.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 05/10/2024







O F F E R I N G M E M O R A N D U M
N O T F O R G E N E R A L C I R C U L A T I O N I N
T H E U N I T E D S T A T E S O F A M E R I C A
13JAN201408461746
Puma International Financing S.A.
$600,000,000
5.125% Senior Notes due 2024
Puma International Financing S.A., a public limited liability company (soci´
et´
e anonyme) organized and existing under
the laws of the Grand Duchy of Luxembourg (the ``Issuer''), is offering (the ``Offering'') $600,000,000 aggregate
principal amount of its 5.125% Senior Notes due 2024 (the ``Notes''). The Issuer is an indirect wholly owned
subsidiary of Puma Energy Holdings Pte Ltd., a private company limited by shares incorporated and existing under
the laws of Singapore (the ``Company''). We will pay interest on the Notes semi-annually in arrears on April 6 and
October 6 of each year, commencing on April 6, 2018. The Notes will mature on October 6, 2024.
We may redeem some or all of the Notes on or after October 6, 2020, at the redemption prices set forth in this
offering memorandum (the ``Offering Memorandum''). Prior to October 6, 2020, we may redeem, at our option,
some or all of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest and additional amounts, if any, plus a ``make whole'' premium. Prior to October 6, 2020, we may also
redeem up to 40% of the aggregate principal amount of the Notes using the proceeds from certain equity offerings.
Additionally, we may redeem all, but not less than all, of the Notes in the event of certain developments affecting
taxation. Upon the occurrence of certain events constituting a change of control, we will be required to offer to
repurchase the Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest and additional amounts, if any. See ``Description of Notes.''
The Notes will be senior indebtedness of the Issuer and will be fully and unconditionally guaranteed on a senior
basis by the Company (the ``Company Guarantee''). The Notes and the Company Guarantee will rank equal in right
of payment to any of the Issuer's and the Company's respective existing and future indebtedness that is not
subordinated in right of payment to the Notes and the Company Guarantee, respectively. The Notes and the
Company Guarantee will be effectively subordinated to any of the Issuer's and the Company's respective existing
and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes and
the Company Guarantee will be structurally subordinated to any existing and future indebtedness of the Company's
subsidiaries (other than the Issuer) that do not guarantee the Notes. The laws of Singapore may limit the
enforceability of the Company Guarantee. See ``Risk Factors--Risks related to the Notes.''
This Offering Memorandum includes information on the terms of the Notes and the Company Guarantee, including
redemption and repurchase prices, covenants and transfer restrictions.
We have applied to have the Notes admitted to listing on the Official List of the Luxembourg Stock Exchange and to
be admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange (the ``Euro MTF Market''). The
Euro MTF Market is not a regulated market within the meaning of Article 1(13) of Directive 2004/39/EC. This offering
memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities
dated July 10, 2005, as amended.
Investing in the Notes involves a high degree of risk. See ``Risk Factors'' beginning on
page 24.
The Notes will be issued in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.
We expect that the Notes will be issued in the form of one or more global notes. We expect that the Notes will be
delivered in book-entry form through Euroclear Bank SA/NV (``Euroclear'') and Clearstream Banking, soci´
et´
e
anonyme (``Clearstream'') on or about October 6, 2017 (the ``Issue Date''). See ``Book-entry; Delivery and Form.''
Price for the Notes: 100.00% plus accrued interest, if any, from the Issue Date.
The Notes and the Company Guarantee have not been, and will not be, registered under the U.S. Securities
Act of 1933, as amended (the ``Securities Act''), or the securities laws of any other jurisdiction. The Notes may
not be offered or sold within the United States or to, or for the account of U.S. persons, except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the
United States, this Offering is being made only to ``qualified institutional buyers'' (as defined under Rule 144A
under the Securities Act (``Rule 144A''). Outside of the United States, this Offering is being made to certain
non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act
(``Regulation S''). You are hereby notified that sellers of the Notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. See ``Plan of Distribution'' and ``Transfer
Restrictions'' for additional information about eligible offerees and resale restrictions.
The date of this Offering Memorandum is October 23, 2017.


TABLE OF CONTENTS
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
SUMMARY CORPORATE AND FINANCING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA . . . . . . . . . . .
20
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109
MANAGEMENT AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
148
RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
150
REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
154
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
158
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
174
BOOK-ENTRY; DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
236
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
241
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
249
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
252
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
255
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
255
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . .
256
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
258
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
259
GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
261
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i


IMPORTANT INFORMATION
We have prepared this Offering Memorandum based on information obtained from sources we
believe to be reliable. Summaries of documents contained in this Offering Memorandum may not
be complete. None of Australia and New Zealand Banking Group Limited, Merrill Lynch
International, ING Bank N.V., Soci´
et´
e G´
en´
erale, The Standard Bank of South Africa Limited, MUFG
Securities Americas Inc. or Natixis Securities Americas LLC (together, the ``Initial Purchasers'')
represent that the information herein is complete. The information in this Offering Memorandum is
current only as of the date on the cover page hereof, and our business or financial condition and
other information in this Offering Memorandum may change after that date. Information in this
Offering Memorandum is not legal, tax or business advice; accordingly, you should consult your
own legal, tax and business advisors regarding an investment in the Notes.
Neither the Issuer nor the Company nor any of the Initial Purchasers has authorized anyone to
provide you with any information or represent anything about us, our financial results or this
Offering that is not contained in this Offering Memorandum. If given or made, any such other
information or representation should not be relied upon as having been authorized by the
Company, the Issuer or the Initial Purchasers. Neither the Issuer nor the Company nor any of the
Initial Purchasers is making an offering of the Notes in any jurisdiction where this Offering is not
permitted.
We are offering the Notes (and the Company Guarantee) in reliance on an exemption from
registration under the Securities Act for an offer and sale of securities that does not involve a public
offering. If you purchase the Notes, you will be deemed to have made certain acknowledgments,
representations and warranties as detailed under ``Transfer Restrictions.'' As such, the Notes (and
the Company Guarantee) have not been registered under the Securities Act and may not be offered
or sold in the United States or to, or for the account of U.S. persons unless the Notes (and the
Company Guarantee) are registered under the Securities Act, or an exemption from the registration
requirements of the Securities Act is available. See ``Plan of Distribution'' and ``Transfer
Restrictions.'' Investors should be aware that they may be required to bear the financial risks of this
investment for an indefinite period of time. Prospective purchasers are hereby notified that the seller
of any security may be relying on the exemption from the provisions of Section 5 of the Securities
Act provided by Rule 144A under the Securities Act. We do not make any representation to you that
the Notes are a legal investment for you. No action has been, or will be, taken to permit a public
offering in any jurisdiction where action would be required for that purpose.
We accept responsibility for the information contained in this Offering Memorandum. We have made
all reasonable inquiries and confirm to the best of our knowledge, information and belief that the
information contained in this Offering Memorandum with regard to us and our subsidiaries and
affiliates and the Notes is true and accurate in all material respects, that the opinions and intentions
expressed in this Offering Memorandum are honestly held and that we are not aware of any other
facts, the omission of which would make this Offering Memorandum or any statement contained
herein misleading in any material respect. However, 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 Bank SA/NV (``Euroclear'') and Clearstream Banking,
soci´
et´
e anonyme (``Clearstream''), currently in effect. While we accept responsibility for accurately
summarizing the information concerning Euroclear and Clearstream, and as far as we are aware,
and able to ascertain, no facts have been omitted which would render this information inaccurate or
misleading, we accept no further responsibility in respect of such information.
We have prepared this Offering Memorandum solely for use in connection with the offer of the
Notes to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons (within the
meaning of Regulation S) outside the United States in compliance with Regulation S as described
in this Offering Memorandum. 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 securities. Distribution of this Offering Memorandum to any other person other than the
prospective investor and any person retained to advise such prospective investor with respect to its
purchase is unauthorized, and any disclosure of any of its contents, without our prior written
consent, is prohibited. Each prospective investor, by accepting delivery of this Offering
Memorandum, agrees to the foregoing, to hold the information contained in this Offering
ii


Memorandum and the transactions contemplated hereby in confidence and to make no
photocopies of this Offering Memorandum or any documents referred to in this Offering
Memorandum.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this Offering Memorandum. Nothing contained in this
Offering Memorandum is, or shall be relied upon as, a promise or representation by the Initial
Purchasers as to the past or future.
Each prospective investor will receive a copy of this Offering Memorandum and any related
amendments or supplements. 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 Purchasers in connection with your investigation of the accuracy of this information or your
decision whether to invest in the Notes.
In making an investment decision, prospective investors must rely on their own examination of us
and the terms of the Offering, including the merits and risks involved. In addition, neither we nor the
Initial Purchasers nor any of our or their respective representatives are making any representation to
you regarding the legality of an investment in the Notes and you should not construe anything in
this Offering Memorandum as legal, business or tax advice. You should consult your own advisors
as to legal, tax, business, financial and related aspects of an investment in the Notes. You must
comply with all applicable laws, rules and regulations in force in any jurisdiction in which you
purchase, offers or sell the Notes and must obtain any consent, approval or permission required by
you for the purchase, offer or sale by you of the Notes under the laws and regulations in force in
any jurisdiction to which you are subject or in which you make such purchases, offers or sales.
Neither we nor the Initial Purchasers shall have any responsibility for any of the foregoing legal
requirements.
None of the U.S. Securities and Exchange Commission (the ``SEC''), any state securities
commission or any other regulatory authority, has approved or disapproved the 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 is a criminal offense.
We have applied to have the Notes listed on the Official List and traded on the Euro MTF Market,
which is not a regulated market within the meaning of Directive 2004/93/EC on markets in financial
instruments. We cannot guarantee that our application to the Luxembourg Stock Exchange for
approval of this document, or for the Notes to be admitted for trading on the Euro MTF Market, will
be approved as of the settlement date for the Notes or at any time thereafter, and settlement of the
Notes is not conditioned on obtaining this listing.
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 securities laws of any other
jurisdiction pursuant to registration or exemption therefrom. As a prospective purchaser, 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 ``Transfer Restrictions.''
By purchasing the Notes, you will be deemed to have made the acknowledgments, representations,
warranties and agreements described under the heading ``Transfer Restrictions'' in this Offering
Memorandum. You should understand that you may be required to bear the financial risks of your
investment for an indefinite period of time.
We reserve the right to withdraw the offering of the Notes at any time and we and the Initial
Purchasers may reject all or a part of 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.
iii


STABILIZATION
IN CONNECTION WITH THIS OFFERING, MERRILL LYNCH INTERNATIONAL (THE
``STABILIZING MANAGER'') (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, OVER ALLOT NOTES
OR EFFECT TRANSACTIONS WITH A VIEW TO STABILIZING OR MAINTAINING THE MARKET
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER WILL
UNDERTAKE ANY SUCH STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF
COMMENCED, MAY BEGIN ON OR AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE
OF THE FINAL TERMS OF THE OFFER OF THE NOTES AND MAY BE ENDED AT ANY TIME,
BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE DATE
ON WHICH THE ISSUER RECEIVED THE PROCEEDS OF THE ISSUE AND 60 CALENDAR
DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES.
NOTICE TO PROSPECTIVE INVESTORS
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER,
SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE
PUBLIC.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
Neither the SEC nor any U.S. state securities commission has approved or disapproved of these
Notes or determined if this Offering Memorandum is truthful or complete. Any representation to the
contrary is a criminal offense.
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgments that are described in this Offering Memorandum under ``Transfer Restrictions.''
The Notes (and the Company Guarantee) have not been and will not be registered under the
Securities Act or the securities laws of any state of the United States and are subject to certain
restrictions on transfer. Prospective purchasers are hereby notified that the seller of any Note may
be relying on the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A. For a description of certain further restrictions on resale or transfer of the Notes, see
``Transfer Restrictions.'' The Notes may not be offered to the public within any jurisdiction. By
accepting delivery of this Offering Memorandum, you agree not to offer, sell, resell, transfer or
deliver, directly or indirectly, any Note to the public. 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 purchaser, 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 ``Transfer Restrictions.''
Grand Duchy of Luxembourg.
This Offering Memorandum has not been approved by and will not
be submitted for approval to the Commission de Surveillance du Secteur Financier (the ``CSSF,''
i.e. the Luxembourg financial services authority), or a competent authority of another EU Member
State for notification to the CSSF, for the purposes of public offering or sale of the Notes in the
Grand Duchy of Luxembourg. Accordingly, the Notes may not be offered or sold to the public in the
Grand Duchy of Luxembourg, directly or indirectly, and neither this Offering Memorandum nor any
other circular, prospectus, form of application, advertisement, communication or other material may
be distributed, or otherwise made available in, from, or published in, the Grand Duchy of
Luxembourg except for the sole purpose of the admission to trading of the Notes on the Euro MTF
Market and to listing of the Notes on the Official List of the Luxembourg Stock Exchange and
except in circumstances which do not constitute a public offer of securities to the public.
iv


Hong Kong.
The Notes may not be offered or sold by means of any document other than (i) to
``professional investors'' within the meaning of the Securities and Futures Ordinance (Cap. 571,
Laws of Hong Kong) and any rules made thereunder or (ii) in other circumstances which do not
result in the document being a ``prospectus'' within the meaning of the Companies (Winding Up
and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) or which do not constitute
an offer to the public within the meaning of that Ordinance. No advertisement, invitation or
document relating to the Notes of such series may be issued or may be in the possession of any
person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is
directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong
(except if permitted to do so under the laws of Hong Kong) other than with respect to Notes of
such series which are or are intended to be disposed of only to persons outside Hong Kong or
only to ``professional investors'' within the meaning of the Securities and Futures Ordinance
(Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Singapore.
This Offering Memorandum has not been and will not be registered as a prospectus
with the Monetary Authority of Singapore and the Notes will be offered pursuant to exemptions
under the Securities and Futures Act, Chapter 289 of Singapore (the ``SFA''). Accordingly, this
Offering Memorandum or any other document or material in connection with the offer or sale, or
invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may
the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under
Section 274 of the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant
to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or
(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision
of the SFA.
Where the Notes are subscribed for or purchased under Section 275 of the SFA by a relevant
person which is:
(1) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the
sole business of which is to hold investments and the entire share capital of which is owned by
one or more individuals, each of whom is an accredited investor; or
(2) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239 (1) of the SFA) of that corporation or the beneficiaries' rights
and interest (howsoever described) in that trust shall not be transferred within six months after that
corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the
SFA except:
(a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or
to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of
the SFA;
(b) where no consideration is or will be given for the transfer;
(c) where the transfer is by operation of law;
(d) as specified in Section 276(7) of the SFA; or
(e) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares
and Debentures) Regulations 2005 of Singapore.
Sweden.
This Offering Memorandum is not a prospectus and has not been prepared in
accordance with the prospectus requirements provided for in the Swedish Financial Instruments
Trading Act (Sw. lagen (1991:980) om handel med finansiella instrument) nor any other Swedish
enactment. Neither the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) nor any
other Swedish public body has examined, approved or registered this Offering Memorandum or will
examine, approve or register this Offering Memorandum. Accordingly, this Offering Memorandum
may not be made available, nor may the Notes otherwise be marketed and offered for sale, in
Sweden other than in circumstances that constitute an exemption from the requirement to prepare
a prospectus under the Swedish Financial Instruments Trading Act.
v


Switzerland.
The Notes may not be publicly offered, sold or advertised, directly or indirectly, in,
into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock
exchange or regulated trading facility in 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 or article 1156 of the Swiss Code of Obligations or a listing
prospectus within the meaning of the listing rules of the SIX Swiss Exchange or the rules of any
other stock exchange or regulated trading facility in Switzerland, 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.
Japan.
The notes have not been and will not be registered under the Financial Instruments and
Exchange Act of Japan (Act No. 25 of 1948, as amended, the ``FIEA'') and are subject to the Act
on Special Measures Concerning Taxation of Japan, Act No. 26 of 1957, including the cabinet
orders and ministerial ordinances thereunder, as amended (the ``Special Taxation Measures Act'').
The notes may not be offered or sold in Japan or to, or for the benefit of, any person resident in
Japan, or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of,
a person resident in Japan, for Japanese securities law purposes (including any corporation or
other entity organized under the laws of Japan) except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, the FIEA and any other applicable
laws, regulations and governmental guidelines of Japan. In addition, the notes may not, as part of
the initial distribution by the Initial Purchasers at any time be directly or indirectly offered or sold to,
or for the benefit of, any person other than a gross recipient (as defined below) or to others for
re-offering or resale, directly or indirectly, to, or for the benefit of, any person other than a gross
recipient, except as specifically permitted under the Special Taxation Measures Act. A ``gross
recipient'' for this purpose means (i) a beneficial owner that is, for Japanese tax purposes, neither
an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan
or a non-Japanese corporation that in either case is a person having a special relationship with
Teva Japan as described in Article 6, Paragraph (4) of the Special Taxation Measures Act (a
``specially related party''), (ii) a Japanese financial institution designated in Article 3-2-2,
Paragraph (28) of the Cabinet Order (Cabinet Order No. 43 of 1957, as amended), relating to the
Special Taxation Measures Act (the ``Cabinet Order'') that will hold the notes for its own proprietary
account or (iii) an individual resident of Japan or a Japanese corporation whose receipt of interest
on the notes will be made through a payment handling agent in Japan as defined in Article 2-2,
Paragraph (2) of the Cabinet Order.
United Kingdom.
This Offering Memorandum is for distribution only to, and is only directed at,
persons who (i) are outside the United Kingdom, (ii) are investment professionals, being persons
having professional experience in matters relating to investments and who fall within the definition
set out in 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, partnerships or high
value trusts, 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 as amended (``FSMA'')) in connection with the issue or sale of any
Notes may otherwise lawfully be communicated (all such persons together being referred to as
``relevant persons''). This Offering Memorandum is directed only at relevant persons and must not
be acted on or relied on by persons who are not relevant persons. Any investment or investment
activity to which this document relates is available only to relevant persons and will be engaged in
only with relevant persons.
Any person who receives this Offering Memorandum but does not fall within one of the preceding
categories of relevant person should return it immediately to the Issuer. This Offering Memorandum
does not constitute a prospectus for the Prospectus Rules and is therefore not an approved
prospectus for the purposes of, and as defined by, section 85 of FSMA. This Offering Memorandum
has not been approved by the Financial Conduct Authority or any other competent authority on the
grounds that the Notes are being offered solely to ``qualified investors'' as defined in section 86(7)
of FSMA and therefore the offer of Notes is not subject to the obligation to publish a prospectus
under section 85 of FSMA.
vi


European Economic Area.
This Offering Memorandum has been prepared on the basis that all
offers of the Notes will be made pursuant to an exemption under Article 3 of Directive 2003/71/EC
(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 Notes. Accordingly, any
person making or intending to make any offer within the EEA of the Notes should only do so in
circumstances in which no obligation arises for us or any of the Initial Purchasers to produce a
prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor do we or they
authorize, the making of any offer of Notes through any financial intermediary, other than offers
made by the Initial Purchasers, which constitute the final placement of the Notes contemplated in
this Offering Memorandum.
In relation to each Member State of the EEA (each, a ``Relevant Member State''), it has not made
and will not make an offer to the public of any Notes which are the subject of the offering
contemplated by this Offering Memorandum in that Relevant Member State, except that it may
make an offer to the public in that Relevant Member State of any Notes at any time under the
following exemptions under the Prospectus Directive:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), subject to obtaining the prior written consent of the Initial Purchasers for
any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes shall result in a requirement for the publication by the Issuer or
any Initial Purchaser or any other party of a prospectus pursuant to Article 3 of the Prospectus
Directive.
For the purposes of this provision, the expression an ``offer of Notes to the public'' in relation to the
Notes in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Notes to be offered so as to enable an
investor to decide to purchase or subscribe the Notes, as the same may be varied in that Relevant
Member State by any measure implementing the Prospectus Directive in that Relevant Member
State and the expression ``Prospectus Directive'' means Directive 2003/71/EC (and the amendments
thereto, including the 2010 PD Amending Directive), and includes any relevant implementing
measure in the Relevant Member State and the expression ``2010 PD Amending Directive'' means
Directive 2010/73/EU.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN
THE NOTES.
vii


NOTE ON DEFINED TERMS USED IN THIS OFFERING MEMORANDUM
In this Offering Memorandum, unless otherwise indicated or the context requires otherwise, the
following terms have the following meanings assigned to them. In particular, capitalized terms set
forth and used in ``Description of Notes'' may have different meanings. In addition, capitalized terms
referring to geographic regions defined in ``Presentation of Financial and Other Data--Certain
Source-Dependent Definitions'' and used in ``Industry Overview'' may have different meanings from
the meanings ordinarily given to such terms and used elsewhere in the Offering Memorandum, and
may also have different meaning from the meanings given to such geographic regions in
``Management's Discussion and Analysis of Financial Condition and Results of Operation'' and our
financial statements included elsewhere in this Offering Memorandum.
Also see ``Glossary of Technical Terms'' in this Offering Memorandum for definitions of certain
technical terms used in this Offering Memorandum.
``2015 Facility B'' . . . . . . . . . . . . . .
The $390 million revolving loan facility under the 2015 RCF
Agreement
``2015 Facility C'' . . . . . . . . . . . . . .
The $360 million term loan facility under the 2015 RCF
Agreement
``2015 RCF Agreement'' . . . . . . . . .
The $1,250 million credit facilities agreement entered into on
May 11, 2015 (as amended and restated on May 4, 2016),
between, amongst others, the Issuer, Natixis and various
other lenders
``2016 Facility B'' . . . . . . . . . . . . . .
The $355 million revolving loan facility under the 2016 RCF
Agreement
``2016 RCF Agreement'' . . . . . . . . .
The $800 million credit facilities agreement entered into on
May 4, 2016 and as amended on May 9, 2017, between,
amongst others, the Issuer, Co¨
operatieve Rabobank UA and
various other lenders
``2017 Facility'' . . . . . . . . . . . . . . . .
The $400 million revolving loan facility under the 2017 RCF
Agreement
``2017 RCF Agreement'' . . . . . . . . .
The $400 million revolving loan facility agreement entered
into on May 4, 2017, between, among others, the Issuer,
Co¨
operatieve Rabobank UA and various other lenders
``2022 Euro Notes'' . . . . . . . . . . . .
The 4.5% EUR 200 million notes due 2022 issued by the
Issuer in October 2014
``Africa'' . . . . . . . . . . . . . . . . . . . . .
As used in ``Management's Discussion and Analysis of
Financial Condition and Results of Operation,'' refers to the
following countries of operation: Angola, Benin, Botswana,
the Republic of the Congo, Democratic Republic of the
Congo, Ghana, Ivory Coast, Lesotho, Malawi, Mozambique,
Namibia, Nigeria, Senegal, South Africa, Swaziland,
Tanzania, Togo, Zambia and Zimbabwe
``Americas'' . . . . . . . . . . . . . . . . . .
As used in ``Management's Discussion and Analysis of
Financial Condition and Results of Operation,'' refers to the
following countries of operation: Belize, Chile, Colombia,
Cuba, Paraguay, El Salvador, Guatemala, Honduras,
Nicaragua, Panama, Peru, Puerto Rico and the U.S. Virgin
Islands
``Asia Pacific'' . . . . . . . . . . . . . . . .
As used in ``Management's Discussion and Analysis of
Financial Condition and Results of Operation,'' refers to the
following countries of operation: United Arab Emirates,
Myanmar, Papua New Guinea, Indonesia, New Zealand,
Vietnam, Malaysia and Australia
viii


``Australia Facility Agreement'' . . . .
The AUD 340 million facility agreement entered into on
July 31, 2015, between, amongst others, the Issuer, Puma
Energy (Australia) Pty Ltd, Australia and New Zealand
Banking Group Limited and various other lenders
``Australian Facility A'' . . . . . . . . . .
The AUD 275 million term loan facility under the Australia
Facility Agreement
``Australian Facility B'' . . . . . . . . . .
The AUD 65 million revolving loan facility under the Australia
Facility Agreement
``Banco do Brasil Facility'' . . . . . . .
The $45 million term loan facility under the Banco do Brasil
Facility Agreement
``Banco do Brasil Facility
Agreement'' . . . . . . . . . . . . . . . .
The $45 million term loan facility agreement entered into on
April 13, 2015, between, among others, the Issuer and
Banco do Brasil S.A., London Branch
``Bank of China Facility'' . . . . . . . .
The $75 million term loan facility under the Bank of China
Facility Agreement
``Bank of China Facility
Agreement'' . . . . . . . . . . . . . . . .
The $75 million term loan facility agreement entered into on
March 17, 2015, between the Issuer and Bank of China
Limited, Luxembourg Branch
``Central America'' . . . . . . . . . . . . .
As used in ``Management's Discussion and Analysis of
Financial Condition and Results of Operation,'' refers to the
following countries of operation: Belize, El Salvador,
Guatemala, Honduras, Nicaragua, Panama
``Club Facility'' . . . . . . . . . . . . . . . .
The $350 million term facility and $0 term facility entered
into under the Club Facility Agreement
``Club Facility Agreement'' . . . . . . .
The $350 million term facility agreement entered into on
September 14, 2017 between, among others, the Issuer,
Industrial and Commercial Bank of China, London Branch,
and various other lenders
``Cochan'' . . . . . . . . . . . . . . . . . . .
Cochan Holdings LLC
``Company'' . . . . . . . . . . . . . . . . . .
Puma Energy Holdings Pte. Ltd., a private company limited
by shares, incorporated and existing under the Laws of
Singapore
``Company Guarantee'' . . . . . . . . .
The guarantee to be provided by the Company in favor of
the noteholders under the Indenture
``Delta Lloyd Facility'' . . . . . . . . . .
The $100 million facility under the Delta Lloyd Facility
Agreement
``Delta Lloyd Facility Agreement'' . .
The $100 million facility agreement entered into on
January 11, 2016, between, among others, the Issuer, DL
Levensverzekering NV and DL Life N.V/SA, governed by
English law
``DOI'' . . . . . . . . . . . . . . . . . . . . . .
Days inventory outstanding, which for a given period is the
result of refined oil product inventories at the end of the
period divided by the cost of sales during the period
multiplied by the number of days during the period. DOI
represents the average number of days we hold inventories
of refined oil products during a given period before they are
sold
ix