Bond Garfunkelux Holdings III 4.5% ( XS1756364805 ) in EUR

Issuer Garfunkelux Holdings III
Market price 100 %  ▼ 
Country  Germany
ISIN code  XS1756364805 ( in EUR )
Interest rate 4.5% per year ( payment 4 times a year)
Maturity 31/08/2023 - Bond has expired



Prospectus brochure of the bond Garfunkelux Holdco 3 XS1756364805 in EUR 4.5%, expired


Minimal amount /
Total amount /
Detailed description Garfunkelux Holdco 3 is a shell company formed to facilitate the acquisition of assets or business units, often acting as a special purpose vehicle (SPV) for larger financial transactions.

The Bond issued by Garfunkelux Holdings III ( Germany ) , in EUR, with the ISIN code XS1756364805, pays a coupon of 4.5% per year.
The coupons are paid 4 times per year and the Bond maturity is 31/08/2023







Listing Prospectus
Not for General Distribution
in the United States of America
1DEC201717581650
Garfunkelux Holdco 3 S.A.
(incorporated as a public limited liability company (soci´
et´
e anonyme) in the Grand Duchy of Luxembourg (``Luxembourg''), having its registered office at 488, route de Longwy,
L-1940 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B197.551)
g530,000,000 Floating Rate Senior Secured Notes due 2023
SEK 1,280,000,000 Floating Rate Senior Secured Notes due 2023
Garfunkelux Holdco 3 S.A., a public limited liability company (soci´
et´
e anonyme) incorporated and existing under the laws of Luxembourg (the ``Issuer''), is
offering e530.0 million aggregate principal amount of its euro-denominated Floating Rate Senior Secured Notes due 2023 (the ``Euro Notes'') and
SEK 1,280.0 million aggregate principal amount of its SEK-denominated Floating Rate Senior Secured Notes due 2023 (the ``SEK Notes'' and, together with
the Euro Notes, the ``Notes'') as part of the financing for the proposed acquisition (the ``Acquisition'') of the entire share capital of Lindorff Sverige AB
(``Lindorff Sverige'') and Fair Pay Please AS (``Fair Pay Please'' and, together with Lindorff Sverige, the ``Targets'') by Pofidax Oy (to be renamed Hansa
Bidco Oy) (``Finland Bidco''), an indirect subsidiary of the Issuer. The Issuer is a subsidiary of Garfunkelux Holdco 2 S.A., a public limited liability company
(soci´
et´
e anonyme) incorporated and existing under the laws of Luxembourg (the ``Parent''). As of the Issue Date (as defined below), the Parent is beneficially
owned principally by funds advised by Permira Funds (as defined herein).
The Euro Notes will mature on September 1, 2023. The Issuer will pay interest on the outstanding principal amount of the Euro Notes at a per annum rate
equal to three-month EURIBOR (subject to a 0% floor) plus 4.50% per annum, reset quarterly. Such interest will be paid quarterly in arrears on each March 1,
June 1, September 1 and December 1, commencing March 1, 2018. Prior to February 2, 2019, the Issuer will be entitled, at its option, to redeem all or a
portion of the Euro Notes by paying the relevant applicable premium. Some or all of the Euro Notes may also be redeemed at any time on or after 2019 at the
relevant redemption prices set forth in this Offering Memorandum.
The SEK Notes will mature on September 1, 2023. The Issuer will pay interest on the outstanding principal amount of the SEK Notes at a per annum rate equal
to three-month STIBOR (subject to a 0% floor) plus 4.75% per annum, reset quarterly. Such interest will be paid quarterly in arrears on each March 1, June 1,
September 1 and December 1, commencing March 1, 2018. Prior to February 2, 2020, the Issuer will be entitled, at its option, to redeem all or a portion of the
SEK Notes by paying the relevant applicable premium. Some or all of the SEK Notes may also be redeemed at any time on or after February 2, 2020 at the
relevant redemption prices set forth in this Offering Memorandum. In addition, prior to February 2, 2020, the Issuer may redeem at its option up to 40% of the
aggregate principal amount of certain equity offerings at the redemption price set forth in the Offering Memorandum, provided that at least 50% of the
aggregate principal amount of the SEK Notes remains outstanding.
Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an offer to repurchase all of the Notes at a
redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. However, a change of
control will be deemed not to have occurred if a specific consolidated net leverage ratio is not exceeded in connection with such event. In addition, the Issuer
may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law. See ``Description of the Notes'' for more
information.
Pending the consummation of the Acquisition, the Initial Purchasers (as defined herein) will deposit the gross proceeds from the offering of the Notes into the
respective segregated Escrow Accounts (as defined herein) in the name of the Issuer but controlled by, and pledged on a first ranking basis in favor of the
Trustee (as defined herein) on behalf of the respective holders of the Notes. The release of the funds from the Escrow Accounts to the Issuer on the
Completion Date will be subject to the satisfaction of certain conditions, including the closing of the Acquisition. Prior to the release of such proceeds from the
Escrow Accounts, such funds may be invested in certain permitted investments including in cash and/or certain highly-rated stable net asset value money
market funds. The consummation of the Acquisition is subject to certain regulatory approvals and the satisfaction of certain other customary closing
conditions. If the conditions precedent to the release of the funds from escrow have not been satisfied prior to August 3, 2018 (the ``Escrow Longstop
Date''), the Notes will be subject to a special mandatory redemption. The special mandatory redemption price will be equal to 100% of the aggregate issue
price of the Notes, plus accrued and unpaid interest and additional amounts, if any, to the date of redemption. See ``Description of the Notes--Special
Mandatory Redemption,'' and ``Risk Factors--Risks Relating to the Transactions--The Acquisition may not be completed and you may not obtain the return
that you expect on the Notes.''
The Notes will be the senior obligations of the Issuer and, from the Issue Date (as defined herein), will be secured on a first-priority basis by a pledge over the
Escrow Accounts. On or about the Completion Date, the Notes will be guaranteed on a senior basis (the ``Note Guarantees'') by the Parent and certain other
material subsidiaries of the Issuer (collectively, the ``Guarantors''), and the Notes will be secured on a first-priority basis by the Collateral (as defined herein).
There is currently no public market for the Notes. We have applied to have the Notes listed on the Official List of the Luxembourg Stock Exchange (the
``LuxSE'') and traded on the LuxSE's Euro MTF market (the ``Euro MTF Market''), which is not a regulated market within the meaning of Directive 2004/39/EC
on markets in financial instruments. There can be no assurance that the application will be accepted or that there will be a market for the Notes if the
application is accepted.
Investing in the Notes involves a high degree of risk. See ``Risk Factors'' beginning on page 63.
Price for the Euro Notes: 99.000% plus accrued interest, if any, from the Issue Date.
Price for the SEK Notes: 100.000% plus accrued interest, if any, from the Issue Date.
The Notes have been delivered in book-entry form through Euroclear System (``Euroclear'') and Clearstream Banking S.A. (``Clearstream'') on February 2,
2018 (the ``Issue Date'').
The Notes and the Note Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the ``U.S.
Securities Act''), or the laws of any other jurisdiction. The Issuer and the Guarantors have not been and will not be registered under the United States
Investment Company Act of 1940, as amended (the ``Investment Company Act''), in reliance on the exemption provided by Section 3(c)(7) thereof.
The Notes offered hereby are being offered by the Issuer in the United States to persons who are both Qualified Institutional Buyers (``QIBs'') in
reliance on the exemption from registration provided by Rule 144A under the U.S. Securities Act (``Rule 144A'') and Qualified Purchasers (``QPs'')
(as defined in Section 2(a)(51)(A) of the Investment Company Act) and outside the United States to persons who are neither U.S. persons (as
defined in Regulation S under the U.S. Securities Act (``Regulation S'')) nor U.S. residents (as defined for purposes of the Investment Company Act)
in offshore transactions in reliance on 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 U.S. Securities Act provided by Rule 144A. See ``Notice to Prospective U.S. Investors'' and ``Transfer Restrictions'' for
additional information about eligible offerees and transfer restrictions. The Issuer is a ``covered fund'' as defined in Section 13 of the Bank Holding
Company Act (the ``Volcker Rule''). The Notes and the Note Guarantees may constitute an ``ownership interest'' within the meaning of the Volcker
Rule. See ``Risk Factors--Risks Related to the Notes--The Volcker Rule may negatively affect the liquidity and the value of the Notes'' and ``Transfer
Restrictions.''
Physical Bookrunners
Credit Suisse
Goldman Sachs International
Joint Bookrunners
Citigroup
UBS Investment Bank
Nordea
Deutsche Bank
J.P. Morgan
The date of this Listing Prospectus is February 23, 2018.


No person has been authorized to give any information or to make any representations other than
those contained in this Offering Memorandum. This Offering Memorandum does not offer to sell or
solicit offers to buy any Notes in any jurisdiction where it is unlawful, where the person making the
offer is not qualified to do so, or to any person who cannot legally be offered the Notes.
TABLE OF CONTENTS
IMPORTANT INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
x
CURRENCY PRESENTATION AND DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xiii
GLOSSARY OF SELECTED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xx
PRESENTATION OF FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . .
xxiii
PRESENTATION OF INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xxxv
EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xxxvi
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
CORPORATE STRUCTURE AND CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . .
13
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
SUMMARY CONSOLIDATED FINANCIAL AND OTHER INFORMATION OF THE GROUP . . . .
23
SUMMARY CONSOLIDATED FINANCIAL AND OTHER INFORMATION OF OUR UK DIVISION
29
SUMMARY CONSOLIDATED FINANCIAL AND OTHER INFORMATION OF OUR DACH
DIVISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
SUMMARY COMBINED FINANCIAL AND OTHER INFORMATION OF THE SCANDI
CARVE-OUT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
SUMMARY CONSOLIDATED FINANCIAL AND OTHER INFORMATION OF THE NORWAY
CARVE-OUT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
SUMMARY KEY FINANCIAL, PRO FORMA AND OTHER OPERATING DATA . . . . . . . . . . . . .
51
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
124
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125
SELECTED GROUP CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . .
126
SELECTED UK DIVISION CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . .
130
SELECTED DACH DIVISION CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . .
133
SELECTED SCANDI CARVE-OUT COMBINED FINANCIAL INFORMATION . . . . . . . . . . . . . .
137
SELECTED NORWAY CARVE-OUT CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . .
139
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE GROUP'S FINANCIAL CONDITION
AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
142
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE UK DIVISION'S FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE DACH DIVISION'S FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
177
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE SCANDI CARVE-OUT'S FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
195
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE NORWAY CARVE-OUT'S
FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . .
219
i


INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
238
OUR GROUP'S BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
249
THE NORTHERN EUROPEAN DIVISION'S BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
279
REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
287
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
303
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
306
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . .
307
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . .
308
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
336
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
425
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
430
CERTAIN ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
442
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
444
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
447
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
453
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
454
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
455
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . .
456
CERTAIN LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE NOTE GUARANTEES
AND THE COLLATERAL AND CERTAIN INSOLVENCY LAW CONSIDERATIONS . . . . . . . . .
462
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
503
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION . . . . .
P-1
INDEX TO FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
ii


IMPORTANT INFORMATION
This Offering Memorandum does not constitute an offer to sell or an invitation to subscribe for or
purchase any of the Notes in any jurisdiction in which such offer or invitation is not authorized or to any
person to whom it is unlawful to make such an offer or invitation. 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 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 in such
jurisdiction. You must comply with all laws that apply to you in any place in which you buy, offer or sell
any Notes or possess this Offering Memorandum. You must also obtain any consents or approvals that
you need in order to purchase any Notes. Neither we nor Credit Suisse Securities (Europe) Limited,
Goldman Sachs International, Citigroup Global Markets Limited, UBS Limited, J.P. Morgan
Securities plc, Nordea Bank AB (publ) or Deutsche Bank AG, London Branch (the ``Initial Purchasers'')
are responsible for your compliance with these legal requirements. See also ``Notice to Prospective U.S.
Investors,'' ``Notice to Certain European Investors'' and ``Plan of Distribution.''
You should base your decision to invest in the Notes solely on information contained in this Offering
Memorandum. Neither we nor the Initial Purchasers have authorized anyone to provide you with different
information. In addition, neither we nor the Initial Purchasers nor any of our or their respective
representatives are providing you with any legal, business, tax or other advice in this Offering
Memorandum. You should consult with your own advisors as needed to assist you in making your
investment decision and to advise you whether you are legally permitted to purchase the Notes.
The Issuer has prepared this Offering Memorandum based on information it has or has obtained from
sources it believes to be reliable. The Issuer is responsible for the information contained in this Offering
Memorandum. This Offering Memorandum contains summaries believed to be accurate with respect to
certain documents, but reference should be made to the actual documents for complete information. All
such summaries are qualified in their entirety by such reference. Copies of certain of the documents
referred to herein will be made available to prospective investors upon request to us.
The Initial Purchasers, the trustee and any other agents acting with respect to the Notes accept no
responsibility for and make no representation or warranty, express or implied, as to the accuracy or
completeness of the information set out in this Offering Memorandum and nothing contained in this
Offering Memorandum is, or should be relied upon as, a promise or representation by the Initial
Purchasers, the trustee, or any other agents acting with respect to the Notes as to the past or the future.
By receiving this Offering Memorandum, you acknowledge that you have not relied on the Initial
Purchasers or their respective directors, affiliates, agents or advisors in connection with your
investigation of the accuracy of this information or your decision whether to invest in the Notes. By
purchasing the 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 us. No person is authorized in connection with any offering made by this Offering
Memorandum to give any information or to make any representation not contained in this Offering
Memorandum or any pricing term sheet or supplement and, if given or made, any other information or
representation must not be relied upon as having been authorized by us or the Initial Purchasers.
The information contained in this Offering Memorandum is as of the date hereof. Neither the delivery of
this Offering Memorandum at any time after the date of publication nor any subsequent commitment to
purchase the Notes shall, under any circumstances, create an implication that there has been no change
in the information set out in this Offering Memorandum or in our business since the date of this Offering
Memorandum.
The Issuer has prepared this Offering Memorandum solely for use in connection with the offer of the
Notes and the Note Guarantees to persons who are both QIBs under Rule 144A and QPs (within the
meaning of the Investment Company Act) and to investors who are non-U.S. persons (within the
meaning of Regulation S) and non-U.S. residents (as defined for purposes of the Investment Company
Act) outside the United States. You should read this Offering Memorandum before making a decision
whether to purchase any Notes.
By accepting delivery of this Offering Memorandum, you agree to the foregoing restrictions and agree
not to use any information herein for any purpose other than considering an investment in the Notes.
This Offering Memorandum may only be used for the purpose for which it was published. The
information contained under ``Exchange Rate Information'' includes extracts from information and data
iii


publicly released by official and other sources. While we accept responsibility for accurately
summarizing the information concerning exchange rate information, we accept no further responsibility
in respect of such information. The information set out in relation to sections of this Offering
Memorandum describing clearing and settlement arrangements, including the section entitled
``Book-Entry, Delivery and Form,'' is subject to any change in or reinterpretation of the rules, regulations
and procedures of Euroclear or Clearstream.
We will not, nor will any of our agents or the Initial Purchasers, have responsibility for the performance of
the respective obligations of Euroclear and Clearstream or their respective participants under the rules
and procedures governing their operations, nor will we or our 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.
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.
The Issuer will apply to list the Notes on the Official List of the Luxembourg Stock Exchange (the
``LuxSE'') for trading on the LuxSE's Euro MTF market (the ``Euro MTF Market''), and will submit this
Offering Memorandum to the competent authorities of the LuxSE in connection with the listing
application. We cannot guarantee that the application for the Notes to be listed on the Official List of the
LuxSE and to be admitted to 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. This Offering Memorandum constitutes a prospectus for the purposes of Part IV of the
Luxembourg act dated July 10, 2005 on prospectuses for securities, as amended (the ``Luxembourg
Prospectus Law''). The Notes will not be offered to the public in Luxembourg.
The Issuer is offering the Notes and the Guarantors are issuing the Note Guarantees, in reliance on an
exemption from registration under the U.S. Securities Act for an offer and sale of securities that do not
involve a public offering. The Issuer and the Guarantors have not been and will not be registered under
the Investment Company Act, in reliance on the exemption provided by Section 3(c)(7) thereof. The
Notes are subject to restrictions on transferability and resale, which are described under ``Plan of
Distribution'' and ``Transfer Restrictions.'' By possessing this Offering Memorandum or purchasing any
Note, you will be deemed to have represented and agreed to all of the provisions contained in that
section of this Offering Memorandum. You should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time.
Tax Considerations
Prospective purchasers of the Notes are advised to consult their own tax advisors as to the
consequences of purchasing, holding and disposing of the Notes, including, without limitation, the
application of U.S. federal tax laws to their particular situations, as well as any consequences to them
under the laws of any other taxing jurisdiction, and the consequences of purchasing the Notes at a price
other than the initial issue price. See ``Taxation.''
STABILIZATION
IN CONNECTION WITH THIS OFFERING, GOLDMAN SACHS INTERNATIONAL (THE ``STABILIZATION
MANAGER'') (OR PERSON(S) ACTING ON BEHALF OF THE STABILIZATION MANAGER), MAY
OVER-ALLOT THE RELEVANT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING
THE MARKET PRICE OF SUCH NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE CAN BE NO ASSURANCES THAT THE STABILIZATION MANAGER (OR
PERSON(S) ACTING ON BEHALF OF THE STABILIZATION 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 ISSUE DATE AND 60 CALENDAR DAYS AFTER THE DATE OF
ALLOTMENT OF THE RELEVANT NOTES. ANY STABILIZATION ACTION OR OVER ALLOTMENT MUST
BE CONDUCTED BY THE STABILIZATION MANAGER (OR PERSON(S) ACTING ON BEHALF OF THE
STABILIZATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
iv


NOTICE TO PROSPECTIVE U.S. INVESTORS
The Notes will be sold outside the United States to investors who are both non-U.S. persons pursuant to
Regulation S and non-U.S. residents (as defined for purposes of the Investment Company Act) and
within the United States to persons who are both QIBs and QPs. The Notes and the Note Guarantees
have not been and will not be registered under the U.S. Securities Act and the Notes may not be offered
or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, registration requirements of the U.S. Securities Act.
The Issuer and the Guarantors have not been and will not be registered under the Investment Company
Act, in reliance on the exemption provided by Section 3(c)(7). The Notes shall not be offered, sold or
delivered (i) as part of an Initial Purchasers' distribution at any time or (ii) otherwise until 40 days after the
later of the commencement of the offering and the Issue Date, within the United States or to, or for the
account or benefit of, U.S. persons, except pursuant to Rule 144A and each dealer to which Notes have
been sold during the distribution compliance period will be sent a confirmation or other notice setting
forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or
benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S.
See ``Transfer Restrictions.''
CERTAIN VOLCKER RULE CONSIDERATIONS
The Issuer and the Guarantors rely on an analysis that they do not come within the definition of
``investment company'' under the U.S. Investment Company Act because of the exemption provided
under Section 3(c)(7) thereunder. Consequently, each of the Issuer and the Guarantors is considered to
be a ``covered fund'' for purposes of Section 13 of the Bank Holding Company Act (the ``Volcker Rule'').
See ``Risk Factors--Risks Related to the Notes--The Volcker Rule may negatively affect the liquidity and
the value of the Notes'' and ``Transfer Restrictions.''
NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
This Offering Memorandum has been prepared on the basis that all offers of Notes will be made
pursuant to an exemption under the Prospectus Directive, as amended, as implemented in member
states of the European Economic Area (``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
which are subject of the offering contemplated in this Offering Memorandum must only do so in
circumstances in which no obligation arises for the Issuer, the Guarantors or the Initial Purchasers to
produce a prospectus for such offer. Neither the Issuer nor the Guarantors nor any Initial Purchaser has
authorized, nor do they authorize, the making of any offer of the 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. The expression ``Prospectus Directive'' means
Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 on the
prospectus to be published when securities are offered to the public or admitted to trading and
amending Directive 2001/34/EC and amendments thereto (including the 2010 PD Amending Directive),
and includes any relevant implementing measure in the Relevant Member State (as defined below). The
expression ``2010 PD Amending Directive'' means Directive 2010/73/EU of the European Parliament
and of the Council of November 24, 2010 amending Directives 2003/71/EC on the prospectus to be
published when securities are offered to the public or admitted to trading and 2004/109/EC on the
harmonization of transparency requirements in relation to information about issuers whose securities
are admitted to trading on a regulated market.
In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a
``Relevant Member State''), including each Relevant Member State that has implemented the 2010 PD
Amending Directive, with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the ``Relevant Implementation Date''), no offer has been
made and no offer will be made of the Notes to the public in that Relevant Member State prior to the
publication of a prospectus in relation to the Notes that has been approved by the competent authority in
that Relevant Member State or, where appropriate, approved in another Relevant Member State and
notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus
v


Directive, except that, with effect from and including the Relevant Implementation Date, an offer of the
Notes may be made to the public in that Relevant Member State at any time to:
·
``qualified investors'' as defined in the Prospectus Directive;
·
fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive) in any Relevant Member State subject to obtaining the prior consent of the Issuer; or
·
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 of a prospectus pursuant to Article 3 of the Prospectus Directive or a supplement to the
prospectus in accordance with Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression ``offer of Notes to the public'' in relation to any 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 for the Notes, as such expression may be varied in the Relevant Member State by
any measure implementing the Prospectus Directive in that Relevant Member State.
Each subscriber for or purchaser of the Notes in the offering located within a Relevant Member State will
be deemed to have represented, acknowledged and agreed that it is a ``qualified investor'' within the
meaning of Article 2(1)(e) of the Prospectus Directive. The Issuer, the Guarantors, our legal advisors and
others will rely upon the truth and accuracy of the foregoing representation, acknowledgement and
agreement. Notwithstanding the above, a person who is not a qualified investor and who has notified the
Initial Purchasers of such fact in writing may, with the consent of the Initial Purchasers, be permitted to
subscribe for or purchase the Notes in the Offering.
Professional investors and ECPs only target market
Solely for the purposes of each of the Issuer, the Guarantors and the Initial Purchasers' (each a
``Manufacturer'') product approval process, the target market assessment in respect of the Notes has
led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients only, each as defined in Directive 2014/65/EU (as amended, ``MiFID II''); and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a ``Distributor'') should take into
consideration the Manufacturers' target market assessment; however, and without prejudice to the
obligations of the Issuer in accordance with MiFID II a Distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area (``EEA''). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC (as
amended, the ``Insurance Mediation Directive''), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Directive. Consequently no key information document required by Regulation
(EU) No 1286/2014 (as amended the ``PRIIPs Regulation'') for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling
the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
Belgium
The Notes are not offered, directly or indirectly, to the public in Belgium. The Notes are being offered in
Belgium to qualified investors only, within the meaning of Article 3, §2, a) and 10 of the Belgian law of
June 16, 2006 on the public offering of securities and admission of securities to trading on a regulated
market (``Belgian Prospectus Law'') and/or on the basis of the other exemptions set out in Article 3, §2
of the Belgian Prospectus Law. Accordingly, these Listing Particulars have not been and will not be
notified to, or approved by, the Belgian banking, finance and insurance commission (Commissie voor
het bank-, financie- en assurantiewezen/Commission bancaire, financi`
ere et des assurances). This
vi


Offering cannot be advertised and these Listing Particulars and any other information, circular, brochure
or similar documents may not be distributed, directly or indirectly, in Belgium other than to said qualified
investors or, as the case may be, other than on the basis of the other exemptions set out in Article 3, §2 of
the Belgian Prospectus Law.
Canada
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
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.
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 (or, in the case of securities issued or guaranteed by the government of a
non-Canadian jurisdiction, section 3A.4) 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 the Offering.
Denmark
This offering will not be registered with and has not been approved by or otherwise published by the
Danish Financial Supervisory Authority or the Danish Business Authority under the relevant Danish acts
and regulations. Accordingly, the Notes may not be offered, sold or delivered directly or indirectly in the
Kingdom of Denmark by way of public offering, and any subscription or purchase of Notes may only be
made in compliance with the Danish Capital Markets Act, the Danish Financial Business Act and
executive orders issued thereunder, including in compliance with Executive Order no. 747 of June 7,
2017 to the extent applicable.
Finland
This Offering Memorandum is not a prospectus and has not been prepared in accordance with the
prospectus requirements of the Finnish Securities Market Act (746/2012, as amended) and related
regulations and enactments. The Finnish Financial Supervisory Authority (Fi: Finanssivalvonta) has not
examined, approved or registered this Offering Memorandum and will not 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 Finland other than to ``qualified investors''
within the meaning of the Prospectus Directive.
France
This Offering Memorandum has not been prepared in the context of a public offering of financial
securities 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 of the Autorit´
e des march´
es financiers (the French financial
markets authority, or ``AMF''). Consequently, the Notes have not been or will 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 have been distributed or
caused to be distributed and must be distributed or caused to be distributed to the public in France.
vii


The Notes have only and will only be offered, sold or distributed in France to qualified investors
(investisseurs qualifi´
es) and/or to 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 le compte de tiers), all as defined in and in accordance with Articles L.411-1,
L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French Code mon´
etaire et financier.
Germany
In the Federal Republic of Germany, the Notes may only be offered and sold in accordance with the
provisions of the German Securities Prospectus Act (the ``Securities Prospectus Act,''
Wertpapierprospektgesetz or WpPG) and any other applicable German legislation. No application has
been made under German law to offer the Notes to the public in or outside of the Federal Republic of
Germany. The Notes are not registered or authorized for distribution under the German Securities
Prospectus Act and accordingly may not be, and are not being, offered or advertised publicly or by
public promotion. This Offering Memorandum is strictly for private use and the offer is only being made
to recipients to whom this Offering Memorandum is personally addressed and does not constitute an
offer or advertisement to the public. In Germany, the Notes 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 German Securities
Prospectus Act or who are subject of another exemption in accordance with Section 3 (2) of the German
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.
Grand Duchy of Luxembourg
The offering of the Notes should not be considered a public offering of securities in Luxembourg. This
Offering Memorandum has not been approved and will not be submitted for approval by the
Luxembourg competent authority, the Commission de surveillance du secteur financier (``CSSF'') for the
purposes of a public offering or sale of securities in Luxembourg or admission to the official list of the
Luxembourg stock exchange (``LuxSE'') and trading on the LuxSE's regulated market of the Notes. This
Offering Memorandum may not be reproduced or used for any other purpose than the offering of the
Notes nor provided to any person other than the recipient thereof. The Notes are offered to a limited
number of qualified investors as defined in the Prospectus Directive in all cases under circumstances
designed to preclude a distribution, which would be other than a private placement. All public
solicitations are banned and the sale may not be publicly advertised.
The Notes may not be offered or sold to the public within the territory of the Grand Duchy of Luxembourg
unless: (a) a prospectus has been duly approved by the CSSF pursuant to Part II of the Luxembourg
Prospectus Law, implementing the Directive 2003/71/EC of the European Parliament and of the Council
of November 4, 2003 on the prospectus to be published when securities are offered to the public or
admitted to trading (the ``Prospectus Directive''), as amended including through Directive 2010/73/EU
of the European Parliament and of the Council of November 24, 2010, if Luxembourg is the home
Member State as defined under the Luxembourg Prospectus Law; or (b) if Luxembourg is not the home
Member State, the CSSF and the European Securities and Markets Authority have been provided by the
competent authority in the home Member State with a certificate of approval attesting that a prospectus
in relation to the Notes has been drawn up in accordance with the Prospectus Directive and with a copy
of the said prospectus; or (c) the offer of the Notes benefits from an exemption from or constitutes a
transaction not subject to, the requirement to publish a prospectus pursuant to the Luxembourg
Prospectus Law.
The Netherlands
The Notes that are the subject of the Offering contemplated by this Offering Memorandum are not and
may not be offered in the Netherlands other than to persons or entities which are qualified investors as
defined in article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht or the ``AFS'').
Each purchaser of Notes described in this Offering Memorandum located in the Netherlands will be
deemed to have represented, acknowledged and agreed that it is a qualified investor (gekwalificeerde
beleggers) as defined in section 1:1 of the AFS. For the purposes of this provision, the expression an
``offer of Notes to the public'' in relation to any Notes in the Netherlands means to make a sufficiently
specific offer addressed to more than one person as referred to in section 217(1) of Book 6 of the Dutch
viii


Civil Code to conclude a contract to purchase or otherwise acquire the Notes, or to issue an invitation to
make an offer of the Notes.
Norway
This Offering Memorandum has not been and will not be registered with the Norwegian prospectus
authority. Accordingly, this Offering Memorandum may not be made available, nor may the Notes
otherwise be marketed or offered for sale, in Norway other than in circumstances that are exempted from
the prospectus requirements under the Norwegian Securities Trading Act (2007) chapter 7.
Spain
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 (Ley 24/1988, de 28 de Julio, del Mercado de
Valores), as amended and restated, and Royal Decree 1310/2005, of November 4, on the listing of
securities, public offers and applicable prospectus, as amended (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 admisi´
on a negociaci´
on de valores en mercados secundarios oficiales, de ofertas p´
ublicas
de venta o suscripci´
on y del folleto exigible a tales efectos) (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 p´
ublica) of securities in Spain, within the meaning of the Spanish
Securities Market Law. Neither the Notes, this offering nor this Offering Memorandum and its contents
have been approved or registered with the Spanish Securities and Exchange Commission (Comisi´
on
Nacional del Mercado de Valores), and therefore it is not intended for the public offering or sale of the
Notes in Spain.
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 (lagen
(1991:980) om handel med finansiella instrument) nor any other Swedish enactment. Neither the
Swedish Financial Supervisory Authority (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.
United Kingdom
This Offering Memorandum is for distribution only to, and is only directed at, persons who (i) have
professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the ``Financial
Promotion Order''), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Financial Promotion Order or (iii) are persons to whom an
invitation or inducement to engage in investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) in connection with the issue or sale of any Notes may
otherwise lawfully be communicated (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.
The Notes are being offered solely to ``qualified investors'' as defined in the Prospectus Directive and
accordingly the offer of Notes is not subject to the obligation to publish a prospectus within the meaning
of the Prospectus Directive.
Jersey
No person shall, without the consent of the Jersey Financial Services Commission, circulate in Jersey
any offer for subscription, sale or exchange of the Notes.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.
ix