Bond Valloré 6.625% ( XS1700480160 ) in EUR

Issuer Valloré
Market price 100 %  ⇌ 
Country  France
ISIN code  XS1700480160 ( in EUR )
Interest rate 6.625% per year ( payment 2 times a year)
Maturity 15/10/2022 - Bond has expired



Prospectus brochure of the bond Vallourec XS1700480160 in EUR 6.625%, expired


Minimal amount 100 000 EUR
Total amount 550 000 000 EUR
Detailed description Vallourec is a global provider of advanced steel tubular solutions serving energy and other industrial markets.

A detailed financial analysis concerning the bond with ISIN code XS1700480160, issued by Vallourec, a prominent global leader in premium tubular solutions for the energy and industrial markets headquartered in France, indicates that this Euro-denominated instrument, which featured a 6.625% annual interest rate and represented a total issuance size of EUR 550,000,000, concluded its lifecycle having fully matured and been redeemed on October 15, 2022; originally available at a market price of 100% with a minimum purchase amount set at EUR 100,000, the bond previously provided interest payments at a frequency of two times per year.







OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
6OCT201720421062
E150,000,000 6.625% Senior Notes due 2022
(to be consolidated and form a single class with the original
E400,000,000 6.625% Senior Notes due 2022)
Vallourec, a French soci´et´e anonyme, is offering A150,000,000 principal amount of its 6.625% Senior Notes
due 2022 (the ``New 2022 Notes''). The New 2022 Notes are to be consolidated and form a single class with
the A400,000,000 6.625% Senior Notes due 2022 issued on October 18, 2017 (the ``Original Notes'' and,
together with New 2022 Notes, the ``Notes'').
The Notes will mature on October 15, 2022. Vallourec will pay interest on the Notes semi-annually on each
April 15 and October 15, commencing April 15, 2018, at a rate of 6.625% per annum. Vallourec may
redeem all or part of the Notes at any time on or after October 15, 2020 at the redemption prices described
in this offering memorandum. At any time prior to October 15, 2020, Vallourec may redeem all or part of
the Notes at a redemption price equal to 100% of their principal amount plus the applicable premium
described in this offering memorandum. In addition, at any time prior to October 15, 2020, Vallourec may
also redeem up to 40% of the Notes with the net proceeds from certain equity offerings. Upon certain
events constituting a change of control (as defined in this offering memorandum), Vallourec may be
required to make an offer to purchase the Notes at a price equal to 101% of the principal amount thereof.
In the event of certain developments affecting taxation, Vallourec may redeem all, but not less than all, of
the Notes.
This offering memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10,
2005 on Prospectuses for Securities, as amended. Application will be made to admit the New 2022 Notes to
listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market
(``Euro MTF'').
Investing in the Notes involves a high degree of risk. Prospective investors should read
this entire offering memorandum including, in particular, the information under ``Risk
Factors'' beginning on page 19.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
``Securities Act''), or the laws of any other jurisdiction, and may not be offered or sold within the United
States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. In the United States, the offering is being made only to ``qualified
institutional buyers'' (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A
under the Securities Act. Prospective investors are hereby notified that the initial purchasers of the Notes
may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A
thereunder. Outside the United States, the offering is being made in reliance on Regulation S under the
Securities Act. See ``Notice to Investors'', ``Plan of Distribution'' and ``Transfer Restrictions'' in this offering
memorandum for additional information about eligible offerees and transfer restrictions.
Neither the U.S. Securities and Exchange Commission (the ``SEC''), any 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 offense.
Price for the New 2022 Notes: 102.5%
plus accrued interest from (and including) October 18, 2017 to (but excluding) the issue date
Delivery of the New 2022 Notes in book-entry form through Euroclear France, Euroclear Bank SA/NV
(``Euroclear'') and Clearstream Banking, S.A. (``Clearstream''), will be made on or about October 26,
2017.
Sole Global Coordinator and Joint Bookrunner
Morgan Stanley
Joint Bookrunners
BNP PARIBAS
Cr´
edit Agricole CIB
Natixis
Santander
Soci´
et´
e G´
en´
erale
The date of this offering memorandum is October 23, 2017.


This offering memorandum is confidential and is being furnished in connection with an offering exempt
from the registration requirements of the Securities Act, solely for the purpose of enabling a prospective
investor to consider the purchase of the New 2022 Notes in the private placement described herein.
Vallourec has furnished the information contained in this offering memorandum. No representation or
warranty, express or implied, is made by the initial purchasers named herein as to the accuracy or
completeness or verification of such information, and nothing contained in this offering memorandum is, or
shall be relied upon as, a promise or representation by the initial purchasers in this respect, whether as to
the past or the future. This offering memorandum is personal to the offeree to whom it has been delivered
and does not constitute an offer to any person or to the public in general to subscribe for or otherwise
acquire the New 2022 Notes. Distribution of this offering memorandum in whole or in part to any person
other than the offeree is unauthorized. Any reproduction or distribution of this offering memorandum, in
whole or in part, and any disclosure of its contents or use of any information herein for any purpose other
than considering an investment in Vallourec's New 2022 Notes offered hereby is prohibited. By accepting
delivery of this offering memorandum, the recipient agrees to the foregoing.
No person has been authorized to give any information or to make any representations in connection with
the offering or sale of the New 2022 Notes other than those contained in this offering memorandum.
Prospective investors should carefully evaluate the information provided in this offering memorandum in
light of the total mix of information available to prospective investors, recognizing that Vallourec can
provide no assurance as to the reliability of any information not contained or incorporated by reference in
this offering memorandum. This offering memorandum does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or
the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation
would be unlawful. The information contained in this offering memorandum is accurate only as of the date
of this offering memorandum. Neither the delivery of this offering memorandum nor any sale made
hereunder shall, under any circumstances, create any implication that there has been no change in
Vallourec's affairs or that the information contained herein is correct as of any time subsequent to the date
hereof.
In making an investment decision, prospective investors must rely upon their own examination of Vallourec
and the terms of this offering, including the merits and risks involved.
Prospective investors should read the entire document and, in particular, the section headed ``Risk Factors'',
when considering an investment in Vallourec.
None of Vallourec or the initial purchasers, or any of their respective representatives, is making any
representation to any offeree or purchaser of the New 2022 Notes regarding the legality of an investment in
the New 2022 Notes by such offeree or purchaser under the laws applicable to such offeree or purchaser.
Each prospective investor should consult with its own advisors as to the legal, tax, business, financial and
related aspects of a purchase of the New 2022 Notes.
The New 2022 Notes have not been and will not be registered under the Securities Act or the securities
laws of any state of the United States, and may not be offered or sold within the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act. In the United States, the offering of the New 2022 Notes is being made only to ``qualified
institutional buyers'' (as defined in Rule 144A under the Securities Act). Prospective purchasers that are
qualified institutional buyers are hereby notified that the initial purchasers of the New 2022 Notes may be
relying on an exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
Outside the United States, the offering is being made in offshore transactions (as defined in Regulation S).
In addition, until the expiration of the period beginning 40 days after the commencement of the offering,
an offer or sale of the New 2022 Notes within the United States by a dealer (whether or not it is
participating in the offering) may violate the registration requirements of the Securities Act if such offer or
sale is made otherwise than pursuant to the foregoing.
To permit compliance with Rule 144A in connection with resales of the Notes, for as long as any of the
Notes remain outstanding and are ``restricted securities'' within the meaning of Rule 144(a)(3) under the
Securities Act, Vallourec will furnish, upon request, to a holder of Notes or to a prospective purchaser of
Notes designated by a holder, the information required to be delivered under Rule 144A(d)(4) under the
Securities Act, if at the time of such request, Vallourec is not a reporting company under Section 13 or
Section 15(d) of the U.S. Securities Exchange Act of 1934, as amended, (the ``Exchange Act''), or exempt
from reporting pursuant to Rule 12g3-2(b) under the Exchange Act.
i


The distribution of this offering memorandum and the offering and the sale of the New 2022 Notes in
certain jurisdictions may be restricted by law. Vallourec and the initial purchasers require that persons into
whose possession this offering memorandum comes inform themselves about and observe any such
restrictions. No action has been taken in any jurisdiction by Vallourec or the initial purchasers that would
permit a public offering of the New 2022 Notes offered hereby. No offer or sale of the New 2022 Notes
may be made in any jurisdiction except in compliance with the applicable laws thereof. Accordingly,
neither this document nor any advertisement or any other offering material may be distributed or
published in any jurisdiction except under circumstances that will result in compliance with any applicable
laws and regulations. Persons into whose possession this offering memorandum comes are required to
inform themselves about and observe any such restrictions, including those set out in the following
paragraphs. Any failure to comply with these restrictions may constitute a violation of the securities laws of
any such jurisdiction. For a further description of certain restrictions on sales, offers and subscriptions of
the Notes, see ``Plan of Distribution'' and ``Notice to Investors''. This offering memorandum does not
constitute an offer of, or an invitation to sell or purchase, any of the New 2022 Notes in any jurisdiction in
which such offer or invitation would be unlawful.
In connection with this offering, each of the initial purchasers and any of their respective affiliates, acting as
an investor for its own account, may take up New 2022 Notes in this offering and in that capacity may retain,
purchase or sell for its own account such New 2022 Notes or related investments and may offer or sell such
New 2022 Notes or other investments otherwise than in connection with this offering. Accordingly,
references in the offering memorandum to New 2022 Notes being offered or placed should be read as
including any offering or placement of New 2022 Notes to any of the initial purchasers or any of their
respective affiliates acting in such capacity. None of the initial purchasers intends to disclose the extent of
any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to
do so. In addition, certain of the initial purchasers or their affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in connection with which such initial
purchasers (or their affiliates) may from time to time acquire, hold or dispose of the Notes.
STABILIZATION
IN CONNECTION WITH THE ISSUE OF THE NEW 2022 NOTES, MORGAN STANLEY & CO.
INTERNATIONAL PLC (THE ``STABILIZING MANAGER'') (OR PERSONS ACTING ON BEHALF
OF THE STABILIZING MANAGER) MAY OVER-ALLOT NEW 2022 NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NEW 2022
NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS
ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION
ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NEW 2022
NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO
LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NEW 2022 NOTES
AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NEW 2022 NOTES. ANY
STABILIZATION ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
ii


TABLE OF CONTENTS
Page
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ix
PRESENTATION OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
x
INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xi
INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xii
EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xiii
OFFERING MEMORANDUM SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
SUMMARY FINANCIAL AND OPERATING DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
AGREEMENTS RELATING TO STRATEGIC INITIATIVES . . . . . . . . . . . . . . . . . . . . . . . . .
111
SHARE OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
DESCRIPTION OF CERTAIN INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
178
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
182
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
186
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
188
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
191
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS AND STATUTORY
AUDITORS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
191
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES . . . . . . . . . . . . . . . . . . . .
191
CERTAIN INSOLVENCY LAW CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
192
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
207
INDEX TO VALLOUREC'S CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . .
F-1
iii


NOTICE TO INVESTORS
Vallourec, having made all reasonable inquiries, confirms to the best of its knowledge, information and
belief that the information contained in this offering memorandum with respect to Vallourec and its
consolidated subsidiaries and affiliates taken as a whole and the New 2022 Notes offered hereby is true and
accurate in all material respects and is not misleading, that the opinions and intentions expressed in this
document are honestly held and that there are no other facts the omission of which would make this
offering memorandum as a whole misleading in any material respect. Subject to the following paragraphs,
Vallourec accepts responsibility for the information contained in this offering memorandum.
Vallourec is providing this offering memorandum only to prospective purchasers of the New 2022 Notes.
You should read this offering memorandum before making a decision whether to purchase any New 2022
Notes. You must not use this offering memorandum for any other purpose or disclose any information in
this offering memorandum to any other person.
This offering memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase
any of the New 2022 Notes in any jurisdiction in which such offer or invitation is not authorized or to any
person to whom it is unlawful to make such an offer or invitation. 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 New 2022 Notes may not be offered or sold, directly or indirectly, and this offering memorandum may
not be distributed, in any jurisdiction except in accordance with the legal requirements applicable to such
jurisdiction. You must comply with all laws that apply to you in any place in which you buy, offer or sell any
New 2022 Notes or possess this offering memorandum. You must also obtain any consents or approvals
that you need in order to purchase, offer or sell any New 2022 Notes or possess or distribute this offering
memorandum. Vallourec and the initial purchasers are not responsible for your compliance with any of the
foregoing legal requirements. See ``Plan of Distribution''.
None of Vallourec, the initial purchasers or any of Vallourec's or the initial purchasers' respective
representatives is making an offer to sell the New 2022 Notes in any jurisdiction except where such an offer
or sale is permitted. Vallourec is relying on exemptions from registration under the Securities Act for offers
and sales of securities that do not involve a public offering. By purchasing New 2022 Notes, you will be
deemed to have made the acknowledgments, representations, warranties and agreements set forth under
``Transfer Restrictions'' in this offering memorandum. You should understand that you will be required to
bear the financial risks of your investment for an indefinite period of time.
This offering memorandum is based on information provided by Vallourec and by other sources that
Vallourec believes are reliable. The initial purchasers named in this offering memorandum, the Trustee,
the Paying Agent, the Registrar and the Transfer Agent make no representation or warranty, express or
implied, as to the accuracy or completeness of such information, and nothing contained in this offering
memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers with
respect to Vallourec or the New 2022 Notes as to the past or the future.
By purchasing the New 2022 Notes, you will be deemed to have acknowledged that you have reviewed this
offering memorandum and have had an opportunity to request, and have received, all additional
information that you need from Vallourec. No person has been authorized in connection with any offering
made by this offering memorandum to provide any information or to make any representations other than
those contained in this offering memorandum. You should carefully evaluate the information provided by
Vallourec in light of the total mix of information available to you, recognizing that Vallourec can provide
no assurance as to the reliability of any information not contained in this offering memorandum.
The information contained in this offering memorandum speaks 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 New 2022 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 Vallourec's business since the date
of this offering memorandum.
None of Vallourec, the initial purchasers, the Trustee, the Paying Agent, the Registrar, the Transfer Agent
or any of Vallourec's or the initial purchasers' respective representatives are making any representation to
you regarding the legality of an investment in the New 2022 Notes by you under any legal, investment or
similar laws or regulations. You should not consider any information in this offering memorandum to be
legal, financial, business, tax or other advice. You should consult your own attorney, business advisor and
tax advisor for legal, financial, business and tax and related aspects of an investment in the New 2022
iv


Notes. You are responsible for making your own examination of Vallourec and its business and your own
assessment of the merits and risks of investing in the New 2022 Notes.
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.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or
determined if this offering memorandum is truthful or complete. Any representation to the contrary is a
criminal offense.
This communication is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the ``Order'') or (iii) high net worth companies, and
other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as ``relevant persons''). The New 2022 Notes are only available
to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New 2022 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.
In addition, the New 2022 Notes are subject to restrictions on transferability and resale, which are
described under the captions ``Plan of Distribution'' and ``Transfer Restrictions''. By possessing this offering
memorandum or purchasing any New 2022 Note, you will be deemed to have represented and agreed to all
of the provisions contained in those sections of this offering memorandum.
The New 2022 Notes will be issued in the form of one or more global notes, all of which will be deposited
with or on behalf of, Euroclear and Clearstream. Beneficial interests in 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 or their respective participants. See ``Book-Entry, Delivery and Form''.
Vallourec will not, nor will any of its agents, have responsibility for the performance of the obligations of
Euroclear and Clearstream or their respective participants under the rules and procedures governing their
operations, nor will Vallourec or its agents have any responsibility or liability for any aspect of the records
relating to, or payments made on account of, book-entry interests held through the facilities of any clearing
system or for maintaining, supervising or reviewing any records relating to these book-entry interests.
Investors wishing to use these clearing systems are advised to confirm the continued applicability of their
rules, regulations and procedures.
Vallourec reserves the right to withdraw this offering of the New 2022 Notes at any time. Vallourec and the
initial purchasers also reserve the right to reject any offer to purchase the New 2022 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
New 2022 Notes sought by it. The initial purchasers and certain of their related entities may acquire, for
their own accounts, a portion of the New 2022 Notes.
Notice Relating to the U.S. Securities Act
The Notes have not been and will not be registered under the Securities Act or the securities laws of any
state of the United States, and may not be offered or sold within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In
the United States, the offering of the New 2022 Notes is being made only to ``qualified institutional
buyers'' (as defined in Rule 144A under the Securities Act). Prospective purchasers that are qualified
institutional buyers are hereby notified that the initial purchasers of the New 2022 Notes may be relying on
an exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Outside the
United States, the offering is being made in offshore transactions (as defined in Regulation S).
In addition, until the expiration of the period beginning 40 days after the commencement of the offering,
an offer or sale of New 2022 Notes within the United States by a dealer (whether or not it is participating
in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made
otherwise than pursuant to the foregoing.
Notice to Investors in the European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a ``Relevant Member State''), the initial purchasers have represented and agreed that with
effect from and including the date on which the Prospectus Directive (as defined below) is implemented in
v


that Relevant Member State they have not made and will not make an offer of the New 2022 Notes which
are the subject of the offering contemplated by this offering memorandum to the public in that Relevant
Member State other than offers:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior 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 New 2022 Notes shall result in a requirement for the publication by the
Issuer or the initial purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an ``offer to the public'' in relation to any New 2022
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 New 2022 Notes to be offered so as to enable an investor to
decide to purchase or subscribe the New 2022 Notes, as the same may be varied in that Member State by
any measure implementing the Prospectus Directive in that Member State and 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.
Notice to Certain European Investors
France
The initial purchasers have represented and agreed that they have not offered or sold and will not offer or
sell, directly or indirectly, any New 2022 Notes to the public in France and they have not distributed or
caused to be distributed and will not distribute or cause to be distributed any New 2022 Notes to the public
in France, within the meaning of Article L.411-1 of the French Code mon´etaire et financier and Title I of
Book II of the R`eglement G´en´eral (General regulation) of the Autorit´e des march´es financiers (the French
financial markets authority) (the ``AMF''). Consequently, the New 2022 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 New 2022 Notes must be
made available or distributed in any way that would constitute, directly or indirectly, an offer to the public
in France.
This offering memorandum or any other offering material relating to the New 2022 Notes and such offers,
sales and distributions have been and will be made in France only to (a) persons providing investment
services relating to portfolio management for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers) and (b) qualified investors (investisseurs
qualifi´
es), other than individuals, as defined in, and in accordance with, Articles L.411-2 and D.411-1 of the
French Code mon´etaire 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) in compliance with Articles L.411-2 and D.411-1 of the French Code mon´etaire et financier, any
qualified investors subscribing for the New 2022 Notes should be acting for their own account; and
(iii) the direct and indirect distribution or sale to the public of the New 2022 Notes acquired by those
investors to whom offers and sales of the New 2022 Notes may be made as described above may only
be made in compliance with Articles L.411-1 to L.411-4, L.412-1 and L.621-8 to L.621-8-3 of the
French Code mon´etaire et financier and applicable regulations thereunder.
United Kingdom
Each initial purchaser has represented and agreed that:
(a) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
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Section 21 of the Financial Services and Markets Act 2000 (``FSMA'')) received by it in connection
with the issue or sale of the New 2022 Notes in circumstances in which Section 21(1) of the FSMA
does not apply to the Issuer; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the New 2022 Notes in, from or otherwise involving the United Kingdom.
Notice to Prospective Investors in Canada
The New 2022 Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal
that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the New 2022 Notes must be made in accordance with an exemption from, or in a transaction not
subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies
for rescission or damages if this offering memorandum 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.
Notice to Investors in Other Jurisdictions
The distribution of this offering memorandum and the offer and sale or resale of the New 2022 Notes may
be restricted by law in certain jurisdictions. Persons into whose possession this offering memorandum (or
any part hereof) comes are required by Vallourec and the initial purchasers to inform themselves about,
and to observe, any such restrictions.
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FORWARD-LOOKING STATEMENTS
This offering memorandum includes ``forward-looking statements'' within the meaning of the U.S. federal
securities laws, which involve risks and uncertainties, including, without limitation, certain statements
made in the sections entitled ``Risk Factors'', ``Business'' and ``Management's Discussion and Analysis of
Financial Condition and Results of Operations''. Prospective investors can identify forward-looking
statements as those that contain words such as ``believes'', ``expects'', ``may'', ``should'', ``seeks'',
``approximately'', ``intends'', ``plans'', ``estimates'', or ``anticipates'' or similar expressions that relate to
Vallourec's strategy, plans, intentions or expectations.
By their nature, forward-looking statements involve 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. Vallourec's actual financial condition, results of operations and cash
flows, and the development of the industry in which it operates, may differ materially from what is
described in or suggested by the forward-looking statements contained in this offering memorandum. In
addition, even if Vallourec's financial condition, results of operations and cash flows, and the development
of the industry in which Vallourec operates, are consistent with the forward-looking statements contained
in this offering memorandum, those results or developments may not be indicative of results or
developments in subsequent periods. Important factors that could cause those differences include, but are
not limited to:
·
the impact of the current economic environment and oil and gas prices on Vallourec's operations;
·
economic cycles that affect the markets in which Vallourec sells its products, including in particular
the oil and gas, power generation and industrial markets;
·
Vallourec's dependence on a limited number of customers for a significant share of its revenues;
·
the effect of competitive pressures on prices charged for Vallourec's products and activity levels;
·
risks associated with Vallourec's activities in emerging markets;
·
the need to innovate and develop new technology, and to protect intellectual and industrial property;
·
Vallourec's ability to integrate successfully the businesses or assets Vallourec acquires;
·
the implementation of Vallourec's Valens competitiveness plan (the ``Valens Plan'') and Vallourec's
strategic initiatives announced in February 2016 (the ``Transformation Plan''), and the risk of failure to
meet Vallourec's announced objectives;
·
any write-downs of goodwill or other non-current assets on Vallourec's balance sheet;
·
operational risks, including risks related to health, safety and the environment, raw materials prices,
product liability, industrial accidents, internal controls, information technology systems and the
recruitment of qualified employees;
·
legal risks, including risks relating to its contractual relations with Nippon Steel & Sumitomo Metal
Corporation (``NSSMC'') and tax risks; and
·
exposure to market risks, including in particular foreign exchange rate risk and liquidity risk.
Vallourec undertakes no obligation to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. Vallourec cautions prospective investors that the foregoing
list of important factors may not contain all of the material factors that are important to such prospective
investors. In addition, in light of these risks, uncertainties and assumptions, the forward-looking events
discussed in this offering memorandum might not occur. When considering forward-looking statements,
prospective investors should keep in mind the risk factors and other cautionary statements included in this
offering memorandum and the information incorporated by reference herein, in particular those described
in the ``Risk Factors'' section of this offering memorandum.
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AVAILABLE INFORMATION
Each purchaser of New 2022 Notes from the initial purchasers will be furnished with a copy of this offering
memorandum and, to the extent provided to the initial purchasers by Vallourec, any related amendment or
supplement to this offering memorandum. The information incorporated by reference herein may be
consulted at Vallourec's website, http://www.vallourec.com. Other information contained on or accessible
through Vallourec's website is not a part of this offering memorandum. See ``Incorporation by Reference''.
So long as any Notes are outstanding and are ``restricted securities'' within the meaning of Rule 144 under
the Securities Act, Vallourec will, upon request, furnish to any holder or beneficial owner of the Notes the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit
compliance with Rule 144A in connection with resales of the Notes if, at the time of the request, Vallourec
is neither a reporting company under Section 13 or 15(d) of the Exchange Act, nor exempt from reporting
pursuant to Rule 12g 3-2(b) thereunder. Any such request should be directed to Vallourec at 27, avenue du
G´
en´
eral Leclerc, 92660 Boulogne-Billancourt Cedex--France, Attention: Investor Relations,
Telephone: (33) 1 49 09 39 76.
Additionally, so long as any of the Notes are listed on the Euro MTF and its rules so require, copies of
these filings, this offering memorandum and other information relating to the Notes will be available in the
specified offices of the listing agent in Luxembourg at the address listed on the inside of the back cover of
this offering memorandum.
ix