Bond Swissport Global Ltd 5.25% ( XS2036838634 ) in EUR

Issuer Swissport Global Ltd
Market price 100 %  ▲ 
Country  Switzerland
ISIN code  XS2036838634 ( in EUR )
Interest rate 5.25% per year ( payment 2 times a year)
Maturity 15/02/2024 - Bond has expired



Prospectus brochure of the bond Swissport International Ltd XS2036838634 in EUR 5.25%, expired


Minimal amount /
Total amount /
Detailed description Swissport International Ltd. is a global provider of ground handling services for airlines, offering passenger services, baggage handling, cargo, aircraft cleaning and maintenance, and other airport operational support at over 300 airports in 47 countries.

Swissport International Ltd.'s EUR-denominated bond (XS2036838634), a 5.25% coupon bond maturing on February 15, 2024, has reached maturity and been repaid at 100% of its face value.







OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
Swissport Financing S.à r.l.
410,000,000 5.25% Senior Secured Notes due 2024
250,000,000 9.00% Senior Notes due 2025
Swissport Financing S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand
Duchy of Luxembourg (the "Issuer"), is offering (the "Offering") 410,000,000 aggregate principal amount of its 5.25% senior secured notes due 2024 (the
"Senior Secured Notes") and 250,000,000 aggregate principal amount of its 9.00% senior notes due 2025 (the "Senior Notes" and together with the Senior
Secured Notes, the "Notes"). The proceeds of the Notes will primarily be used to repay existing indebtedness. See "Use of Proceeds".
The Issuer will pay interest on the Senior Secured Notes semi-annually on each of February 15 and August 15, commencing on February 15, 2020. At any time
on or after August 15, 2021, the Issuer may redeem all or part of the Senior Secured Notes at the redemption prices set forth in this Offering Memorandum. Prior to
August 15, 2021, the Issuer will be entitled, at its option, to redeem all or a portion of the Senior Secured Notes at a redemption price equal to 100% of the principal
amount of the Notes, plus accrued and unpaid interest and additional amounts, if any, to the date of redemption, plus a "make-whole" premium, as described in this
Offering Memorandum. In addition, prior to August 15, 2021, the Issuer may also redeem at its option up to 40% of the aggregate principal amount of the Senior
Secured Notes with the net cash proceeds from certain equity offerings. Upon certain events defined as constituting a change of control, the Issuer may be required to
make an offer to purchase all of the outstanding Senior Secured Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest and additional amounts, if any, to the date of repurchase. However, a change of control will not be deemed to have occurred if specified consolidated
leverage ratios are not exceeded in connection with such event. In the event of certain developments affecting taxation, the Issuer may redeem all, but not less than
all, of the Senior Secured Notes.
The Issuer will pay interest on the Senior Notes semi-annually on each of February 15 and August 15, commencing on February 15, 2020. At any time on or
after August 15, 2021, the Issuer may redeem all or part of the Senior Notes at the redemption prices set forth in this Offering Memorandum. Prior to August 15,
2021, the Issuer will be entitled, at its option, to redeem all or a portion of the Senior Notes at a redemption price equal to 100% of the principal amount of the
Senior Notes, plus accrued and unpaid interest and additional amounts, if any, to the date of redemption, plus a "make-whole" premium, as described in this
Offering Memorandum. In addition, prior to August 15, 2021, the Issuer may also redeem at its option up to 40% of the aggregate principal amount of the Senior
Notes with the net cash proceeds from certain equity offerings. Upon certain events defined as constituting a change of control, the Issuer may be required to
make an offer to purchase all of the outstanding Senior Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest
and additional amounts, if any, to the date of repurchase. However, a change of control will not be deemed to have occurred if specified consolidated leverage
ratios are not exceeded in connection with such event. In the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of
the Senior Notes.
The Senior Secured Notes will be senior obligations of the Issuer and will be guaranteed on a senior basis by Swissport Holding International S.à r.l. (the
"Parent Guarantor" and, such guarantee by the Parent Guarantor, the "Senior Secured Notes Parent Guarantee") and by certain subsidiaries of the Issuer that
guarantee the Senior Facilities (as defined herein) (the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors" and, such guarantees of
the Senior Secured Notes by the Subsidiary Guarantors, the "Senior Secured Notes Subsidiary Guarantees" and, together with the Senior Secured Notes Parent
Guarantee, the "Senior Secured Notes Guarantees"). The Senior Secured Notes and the Senior Secured Notes Guarantees will rank pari passu in right of payment
with any of the Issuer's and the Guarantors' existing and future debt that is not subordinated in right of payment to the Senior Secured Notes, including debt incurred
under the Revolving Credit Facility (as defined herein), the Delayed Draw Loan Facility (as defined below) and the Term Loan B Facility (as defined herein) and
will rank senior in right of payment to any existing and future debt that is subordinated in right of payment to the Senior Secured Notes. The Senior Secured Notes
and the Senior Secured Notes Guarantees will be effectively subordinated to any of the Issuer's and the Guarantors' existing and future secured debt or other
obligations to the extent of the value of the property and assets securing such debt or obligations and structurally subordinated to debt or other obligations of
non-Guarantor subsidiaries.
The Senior Notes will be senior obligations of the Issuer and will be guaranteed on a senior subordinated basis by the Parent Guarantor (such guarantee by
the Parent Guarantor, the "Senior Notes Parent Guarantee") and by the Subsidiary Guarantors (such guarantees of the Senior Notes by the Subsidiary
Guarantors, the "Senior Notes Subsidiary Guarantees" and, together with the Senior Notes Parent Guarantee, the "Senior Notes Guarantees" and, together
with the Senior Secured Notes Guarantees, the "Guarantees"). The Senior Notes and the Senior Notes Guarantees will rank pari passu in right of payment with
any of the Issuer's and the Guarantors' existing and future debt that is not subordinated in right of payment to the Senior Notes, including debt incurred under the
Revolving Credit Facility (as defined herein), the Delayed Draw Loan Facility (as defined below) and the Term Loan B Facility (as defined herein) and will rank
senior in right of payment to any existing and future debt that is subordinated in right of payment to the Senior Notes. The Senior Notes and the Senior Notes
Guarantees will be effectively subordinated to any of the Issuer's and the Guarantors' existing and future secured debt or other obligations to the extent of the
value of the property and assets securing such debt or obligations and structurally subordinated to debt or other obligations of non-Guarantor subsidiaries.
Subject to certain agreed security principles set out in the Credit Agreement (as defined herein), on or prior to 60 days after the Issue Date, the Senior
Secured Notes and the Senior Secured Notes Guarantees will be secured by first-ranking security interests granted on an equal and ratable first-priority basis over
a first lien on material assets (other than shares in subsidiaries) of the Issuer and the Guarantors, the shares in certain Subsidiary Guarantors, and certain other
assets of the Issuer and the Guarantors. The Notes and the Guarantees will be subject to restrictions on enforcement and other intercreditor arrangements. See
"Description of Certain Financing Arrangements--Intercreditor Agreement". The Guarantees and the Security will be subject to certain limitations of law. See
"Limitations on Validity and Enforceability of the Guarantees, the Senior Secured Notes Security and Certain Insolvency Law Considerations". The Senior Notes
and the Senior Notes Guarantees will be unsecured. The Notes will be issued in registered form in minimum denominations of 100,000 and integral multiples of
1,000 in excess thereof. The Notes will be represented on issue by one or more global notes and the Initial Purchaser (as defined herein) expects to deliver the
Notes in book-entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A., société anonyme, Luxembourg ("Clearstream,
Luxembourg") on or about August 14, 2019 (the "Issue Date").
This offering memorandum (the "Offering Memorandum") includes information on the terms of the Notes and the Guarantees, including redemption and
repurchase prices, covenants and transfer restrictions.
There is currently no public market for the Notes. Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to
be admitted for trading on the Euro MTF market of the Luxembourg Stock Exchange (the "Euro MTF Market"). There is no assurance that the Notes will be
listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market, or that such listing will be maintained.
Investing in the Notes involves risks that are described in the "Risk Factors" section beginning on page 30 of this
Offering Memorandum.
Senior Secured Notes Issue Price: 100.0% plus accrued interest, if any, from the Issue Date.
Senior Notes Issue Price: 100.0% plus accrued interest, if any, from the Issue Date.
The Notes and the 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 securities 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 U.S. Securities Act. In the United States, the Offering is being made only to
"qualified institutional buyers" ("QIBs") (as defined in Rule 144A under the U.S. Securities Act ("Rule 144A")) in reliance on Rule 144A. Prospective
purchasers that are QIBs are hereby notified that the Initial Purchaser 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 thereunder. Outside the United States, the Offering is being made in reliance on Regulation S under the
U.S. Securities Act ("Regulation S"). The Notes are not transferable except in accordance with the restrictions described under "Notice to Investors".
Sole Global Coordinator and Bookrunner
Barclays
The date of this Offering Memorandum is August 14, 2019


CONTENTS
CLAUSE
PAGE
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Stabilization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ix
Certain Definitions Used in this Offering Memorandum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xiv
Exchange Rate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xvii
Industry and Market Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xviii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Summary Consolidated Historical and Pro Forma Financial and Operational Information . . . . . . . . . . . .
19
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
Selected Consolidated and Pro Forma Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
Unaudited Pro Forma Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . .
81
Industry Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
131
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
156
Shareholders and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
160
Description of Certain Financing Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161
Description of the Senior Secured Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175
Description of the Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
238
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
297
Certain Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
302
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
308
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
310
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
313
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
315
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
316
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
317
Enforcement of Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
318
Limitations on Validity and Enforceability of the Guarantees, the Senior Secured Notes Security and
Certain Insolvency Law Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
331
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
407
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i


NOTICE TO INVESTORS
We, having made all reasonable inquiries, confirm to the best of our knowledge, information and belief that
the information contained in this Offering Memorandum with respect to us and our consolidated subsidiaries and
affiliates taken as a whole and the 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, we accept responsibility for the information contained in this
Offering Memorandum.
We are providing this Offering Memorandum only to prospective purchasers of the Notes. You should read
this Offering Memorandum before making a decision whether to purchase any 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 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 to 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, offer or sell any Notes or possess or
distribute this listing prospectus. Neither we nor Barclays Bank PLC (the "Initial Purchaser") are responsible
for your compliance with any of the foregoing legal requirements. See "Plan of Distribution".
None of us, the Initial Purchaser or any of our or the Initial Purchaser's respective representatives are
making an offer to sell the Notes in any jurisdiction except where such an offer or sale is permitted. We are
relying on exemptions from registration under the U.S. Securities Act for offers and sales of securities that do not
involve a public offering. By purchasing Notes, you will be deemed to have made the acknowledgments,
representations, warranties and agreements set forth under "Notice to Investors" 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 us and by other sources that we believe are
reliable. The Initial Purchaser named in this Offering Memorandum, the Trustee, the Principal 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 Purchaser with respect to the Issuer or the Notes as to the past
or the future.
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 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 the Issuer in light of the total mix of
information available to you, recognizing that the Issuer 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 Notes shall, under any circumstances, create an implication that there has been no change in the
information set forth in this Offering Memorandum or in our business since the date of this Offering
Memorandum.
None of us, the Initial Purchaser, the Trustee, the Principal Paying Agent, the Registrar, the Transfer Agent
or any of our or the Initial Purchaser's respective representatives are making any representation to you regarding
the legality of an investment in the 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
ii


tax and related aspects of an investment in the Notes. You are responsible for making your own examination of
the Group and our business and your own assessment of the merits and risks of investing in the Notes.
You should contact the Initial Purchaser with any questions about this offering or if you require additional
information to verify the information contained in this Offering Memorandum.
Neither the U.S. Securities and Exchange Commission (the "Commission" or 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 Notes are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such 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 Notes are subject to restrictions on transferability and resale, which are described under the
captions "Plan of Distribution" and "Notice to Investors". 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
those sections of this Offering Memorandum.
The 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, Luxembourg. 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, Luxembourg or their respective participants. See "Book-Entry, Delivery and Form".
We will not, nor will any of our agents, have responsibility for the performance of the obligations of
Euroclear and Clearstream, Luxembourg 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.
We reserve the right to withdraw this offering of the Notes at any time prior to closing. We and the Initial
Purchaser also reserve the right to reject any offer to purchase the 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 Notes sought by it. The Initial
Purchaser and certain of its related entities may acquire, for their own accounts, a portion of the Notes.
iii


STABILIZATION
IN CONNECTION WITH THIS OFFERING, BARCLAYS BANK PLC (THE "STABILIZING
MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING 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 (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 NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT
MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE
OF THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
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.
Notice to Investors in the United States
The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act or the
securities laws of any state of the United States and may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the U.S. Securities Act.
The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on
Regulation S and within the United States to QIBs (as defined in Rule 144A) in reliance on Rule 144A.
Prospective purchasers are hereby notified that the 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. Outside the United States, sellers may
be relying on Regulation S under the U.S. Securities Act. For a description of these and certain other restrictions
on offers, sales and transfers of the Notes and the distribution of this Offering Memorandum, see "Notice to
Investors".
The Notes and the Guarantees have not been approved or disapproved by the SEC, any state securities
commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Offering or the accuracy or adequacy of this Offering Memorandum.
Any representation to the contrary is a criminal offense in the United States.
The Notes and the Guarantees are subject to restrictions on transferability and resale and may not be
transferred or resold, except as permitted under the U.S. Securities Act and applicable state securities laws
pursuant to registration thereunder or exemption therefrom. You should be aware that you may be required to
bear the financial risks of this investment for an indefinite period of time.
Notice to Investors in the European Economic Area
In relation to each Member State of the EEA (as defined below) (each, a "Member State"), the Initial
Purchaser has represented and agreed, that it has not offered, sold or otherwise made available and will not offer,
sell or otherwise make available any Notes to any retail investor in the EEA. For the purposes of this provision
the expression "retail investor" means a person who is one (or more) of the following:
(i)
a retail client as defined in point (11) of Article 4(1) of MiFID II (as defined below); or
(ii) a customer within the meaning of the Insurance Distribution Directive (as defined below) where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
MIFID II Product Governance / Professional Investors and Eligible Counterparties
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of any of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
iv


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 target market assessment; however, 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 target
market assessment) and determining appropriate distribution channels.
PRIIPs Regulation / 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; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II. 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.
This Offering Memorandum has been prepared on the basis that any offer of the Notes in any Member State will
be made pursuant to an exemption under Regulation (EU) 2017/1129 the ("Prospectus Regulation") from the
requirement to publish a prospectus for offers of the Notes. This Offering Memorandum is not a prospectus for
the purposes of the Prospectus Regulation.
Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations in
force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or
permission required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force
in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we nor
the Initial Purchaser shall have any responsibility therefor.
Notice to Certain European Investors
Belgium
No action has been taken or will be taken in Belgium to permit a public offer of the Notes in accordance
with the Belgian Act of 16 June 2006 on the public offer of securities and admission of securities to trading on a
regulated market, as amended (the "Belgian Prospectus Act") and no Notes may be offered or sold to persons in
Belgium unless such persons are either qualified investors within the meaning of Article 10 of the Belgian
Prospectus Act or one or more other exemptions available under Article 3 of the Belgian Prospectus Act apply.
The Offering has not been and will not be notified to, and this Offering Memorandum has not been and will not
be approved by, the Belgian Financial Services and Markets Authority (Autorité des Services et Marchés
Financiers/Autoriteit voor Financiële Diensten en Markten) pursuant to the Belgian laws and regulations
applicable to the public offering of securities.
The Offering, and any materials relating to the Offering, may not be advertised to, the Notes are not
intended to be offered, sold or otherwise made available to, and neither this Offering Memorandum nor any other
information circular, brochure or similar document may be distributed, directly or indirectly, to, and the Notes
should not be offered, sold or otherwise made available in Belgium to, any person qualifying as a "consumer"
(consument/consommateur) within the meaning of the Belgian economic law code (Wetboek economisch recht/
Code de droit economique), as amended from time to time (the "Belgian Economic Law Code").
Grand Duchy of Luxembourg
This Offering Memorandum constitutes a prospectus to be approved by the Luxembourg Stock Exchange
for the purpose of part IV of the Luxembourg law dated July 16, 2019 on prospectuses for securities (the
"Luxembourg Prospectus Law"), and for the purpose of the rules and regulations of the Luxembourg Stock
Exchange. The terms and conditions of this Offering Memorandum have however not been approved by and will
not be submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du
Secteur Financier) for purposes of public offering or sale in the Grand-Duchy of Luxembourg ("Luxembourg").
Accordingly, the Notes may not be offered or sold to the public in Luxembourg, directly or indirectly, and neither
v


this Offering Memorandum nor any other circular, prospectus, form of application, advertisement,
communication or other material may be distributed, or otherwise made available in or from, or published in
Luxembourg, except in circumstances which, pursuant to the Luxembourg Prospectus Law, constitutes (i) an
offer of securities which benefits from an exemption to or (ii) a transaction not subject to, the requirement to
publish a prospectus in accordance with the Luxembourg Prospectus Law.
The Netherlands
Each Initial Purchaser has represented and agreed that any Notes will only be offered in the Netherlands to
qualified investors (as defined in the Prospectus Regulation (as defined under "Notice to Investors in the
European Economic Area" above)).
Switzerland
This Offering Memorandum, as well as any other material relating to the Notes which are the subject of the
Offering, do not constitute an issue prospectus pursuant to article 652a and/or article 1156 of the Swiss Code of
Obligations and may not comply with the Directive for Notes of Foreign Borrowers of the Swiss Bankers
Association. The Notes will neither be publicly offered nor listed on the SIX Swiss Exchange Ltd., or any other
Swiss stock exchange or regulated trading facility and, therefore, the documents relating to the Notes, including,
but not limited to, this Offering Memorandum, do not claim to comply with the disclosure standards of the Swiss
Code of Obligations and the listing rules of SIX Swiss Exchange Ltd. and corresponding prospectus schemes
annexed to the listing rules of the SIX Swiss Exchange Ltd or the listing rules of any other Swiss stock exchange
or regulated trading facility. Neither this Offering Memorandum nor any other material relating to the Notes may
be publicly distributed or otherwise made publicly available in Switzerland. The Notes are being offered in
Switzerland by way of a private placement to a limited number of selected investors only, without any public
advertisement and only to investors who do not purchase the Notes with the intention to distribute them to the
public. The investors will be individually approached directly from time to time. Neither this Offering
Memorandum nor any other offering or marketing material relating to the offering or the Notes have been or will
be filed with or approved by any Swiss regulatory authority. This Offering Memorandum, as well as any other
material relating to the Notes, is personal and confidential and does not constitute an offer to any other person.
This Offering Memorandum, as well as any other material relating to the Notes, may only be used by those
investors to whom it has been handed out in connection with the offering described herein and may neither
directly nor indirectly be distributed or made available to other persons without the Issuer's express consent. This
Offering Memorandum, as well as any other material relating to the Notes, may not be used in connection with
any other offer and shall in particular not be copied and/or distributed to the public in (or from) Switzerland.
United Kingdom
In the United Kingdom, each Initial Purchaser has represented and agreed that: (a) (i) it is a person whose
ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of its business and (ii) it has not offered or sold and will not offer or sell the Notes other than to
persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as
principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold,
manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of
the Notes would otherwise constitute a contravention of Section 19 of Financial Services and Markets Act 2000
(the "FSMA") by the Issuer; (b) 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 Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in
circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and (c) it has complied and will
comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in,
from or otherwise involving the United Kingdom.
vi


FORWARD-LOOKING STATEMENTS
This Offering Memorandum contains "forward-looking statements" as that term is defined by U.S. federal
securities laws. These forward-looking statements include, but are not limited to, statements other than
statements of historical facts contained in this Offering Memorandum, including, but without limitation, those
regarding our future financial condition, results of operations and business, competitive and economic factors,
the maturity of our markets, impact of governmental regulations or actions, our products and services, customer
growth and retention rates, acquisition, disposition and finance strategies, successful integration of acquisitions
and joint ventures into our group, projects to enhance efficiency, litigation outcomes and timetables, our capital
expenditure priorities, anticipated cost increases, liquidity, credit risk, target leverage levels and objectives of
management for future operations. In some cases, you can identify these statements by terminology such as
"aim", "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "plan", "positioned",
"potential", "predict", "project", "should", "strategy", "will" and similar words used in this Offering
Memorandum.
By their nature, forward-looking statements are subject to numerous assumptions, risks and uncertainties.
Many of these assumptions, risks and uncertainties are beyond our control. Accordingly, actual results may differ
materially from those expressed or implied by the forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding our present and future business strategies and the environment in
which we operate. We caution readers not to place undue reliance on such forward-looking statements, which
speak only as of the date of this Offering Memorandum, and we expressly disclaim any obligation or undertaking
to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change
in expectations with regard thereto, or any other change in events, conditions or circumstances on which any such
statement is based.
Where, in any forward-looking statement, an expectation or belief is expressed as to future results or events,
such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no
assurance that the expectation or belief will result or be achieved or accomplished.
Risks and uncertainties that could cause actual results to vary materially from those anticipated in the
forward-looking statements included in this Offering Memorandum include those described in the section
entitled "Risk Factors" beginning on page 30.
The following include some but not all of the factors that could cause actual results or events to differ
materially from those anticipated results or events:
·
general economic trends and trends in the aviation industries;
·
our dependence on key executives, managers and employees;
·
increase in trade barriers and tariffs and trade tensions;
·
labor strikes, work stoppages and other labor disputes;
·
failure to win new, and retain existing, customers and contracts;
·
political, social and economic risks related to our global operations;
·
the competitive environment in which we operate;
·
increasing pricing pressure;
·
airline consolidation and the increase of low-cost carriers;
·
payment default by our contractual partners;
·
limited access to suitable warehouses and other infrastructure;
·
our ability to obtain or renew licenses and leases;
·
the impacts of deregulation of ground handling services;
·
ability to expand successfully through acquisitions and to integrate acquired businesses;
·
ability to penetrate new markets;
·
exposure to risks associated with joint ventures and partnerships;
·
disruptions caused by terrorist attacks, geopolitical instability, epidemics, threats or natural calamities;
vii


·
the risk of losses caused by damage to aircraft, airports or cargo or injury to individuals;
·
withdrawal of the United Kingdom from the European Union;
·
risks related to our ability to estimate the cost components of our contracts;
·
failures of information technology systems;
·
pension obligations;
·
risks associated with our reliance on our subsidiaries and regional management to comply with various
laws and intercompany policies;
·
risks related to regulatory or other legal proceedings, which may restrict or prevent us from doing
business in certain countries or jurisdictions, require us to incur additional costs or damage our
reputation;
·
ability to obtain required certifications;
·
risks related to claims of anti-competitive practices;
·
environmental, health and safety liabilities;
·
risks related to anti-corruption laws, economic sanctions and import/export controls;
·
changes in tax laws or challenges to our tax position
·
availability of funds;
·
deterioration of demand due to the global economic crisis;
·
fluctuations in exchange rates;
·
other risks associated with our principal shareholder, the Notes and our indebtedness.
We urge you to read the sections of this Offering Memorandum entitled "Risk Factors", "Management's
Discussion and Analysis of Financial Condition and Results of Operations", "Industry Overview" and "Business"
for a more complete discussion of the factors that could affect our future performance and the markets in which
Swissport operates. In light of these risks, uncertainties and assumptions, the forward-looking events described in
this Offering Memorandum may not occur. These forward-looking statements speak only as of the date on which
the statements were made. We undertake no obligation to update or revise any forward-looking statement or risk
factors, whether as a result of new information, future events or developments or otherwise.
This Offering Memorandum discloses important factors that could cause our actual results to differ
materially from the expectations set out in this Offering Memorandum. These cautionary statements qualify all
forward-looking statements attributable to us or persons acting on our behalf. When we indicate that an event,
condition or circumstance could or would have an adverse effect on us, it means to include effects upon business,
financial and other conditions, results of operations and ability to make payments on the Notes.
viii


PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Presentation of Financial Information
Each of the Issuer and the Parent Guarantor is a holding company with no operating or financial reporting
history and is not expected to engage in any activities other than those related to issuing the Notes and engaging
in the Transactions. The Issuer's and the Parent Guarantor's only assets and liabilities are currently, and are
expected in the future to be, their interest in the issued and outstanding shares of their subsidiaries and their
outstanding indebtedness and intercompany balances incurred in connection with the Refinancing and the other
Transactions described in this Offering Memorandum. Neither the Issuer nor the Parent Guarantor have prepared
consolidated financial statements. Unless stated otherwise, all historical financial information included in this
Offering Memorandum is that of Swissport Group S.à r.l. (the "Swissport Parent Entity").
This Offering Memorandum includes:
·
the audited consolidated financial statements of the Swissport Parent Entity that includes the
consolidated balance sheet as of December 31, 2016, and the consolidated income statement,
consolidated statement of comprehensive income, consolidated statement of changes in equity and
consolidated statement of cash flows for the period from November 4, 2015 (the date of incorporation
of the Swissport Parent Entity) to December 31, 2016 (the "2016 Audited Consolidated Financial
Statements");
·
the audited consolidated financial statements of the Swissport Parent Entity as of and for the year
ended December 31, 2017 (the "2017 Audited Consolidated Financial Statements") and the year
ended December 31, 2018 (the "2018 Audited Consolidated Financial Statements" and, together
with the 2016 Audited Consolidated Financial Statements and the 2017 Audited Consolidated Financial
Statements, the "Audited Consolidated Financial Statements"), and
·
the unaudited condensed consolidated interim financial statements of the Swissport Parent Entity as of
and for the three months ended March 31, 2019, which include comparative financial statements for the
three months ended March 31, 2018 (the "Interim Consolidated Financial Statements" and, together
with the Audited Consolidated Financial Statements, the "Consolidated Financial Statements").
Accordingly, all references to "we", "us", "our", the "Group" or "Swissport" in respect of financial
information in this Offering Memorandum are to the Swissport Parent Entity and its subsidiaries on a
consolidated basis, except that, in respect of the financial information included in this Offering Memorandum in
"Presentation of Financial and Other Information--Material Differences Between the Consolidated Financial
Statements of the Swissport Parent Entity and the Parent Guarantor and its Subsidiaries", such terms refer to the
Swissport Holding Group (as defined below) after giving effect to the Refinancing.
The Audited Consolidated Financial Statements have been prepared in accordance with International
Financial Reporting Standards as adopted by the European Union ("EU IFRS") and contain information on
consolidated subsidiaries of the Group, including all of the Guarantors. The Interim Consolidated Financial
Statements have been prepared in accordance with IAS 34, Interim Financial Reporting as adopted by the
European Union ("IAS 34"). In this Offering Memorandum, we use the term "IFRS" to refer to EU IFRS.
The 2016 Audited Consolidated Financial Statements have been audited by KPMG Luxembourg Société
Coopérative ("KPMG"), independent auditors, as stated in their audit report appearing herein. The 2017 Audited
Consolidated Financial Statements and the 2018 Audited Consolidated Financial Statements have been audited
by Ernst & Young Société anonyme ("E&Y"), independent auditors, as stated in their respective audit reports
appearing herein. The Interim Consolidated Financial Statements have been reviewed by E&Y in accordance
with International Standard on Review Engagements ("ISRE") 2410, as stated in their review report appearing
herein.
Unaudited Pro Forma Financial Information for the year ended December 31, 2016
The Group's financial year runs from January 1 to December 31; however, the 2016 Audited Consolidated
Financial Statements represent a 14-month period from November 4, 2015 until December 31, 2016, as the
Swissport Parent Entity was incorporated on November 4, 2015 for the purpose of facilitating the acquisition of
Aguila 2 S.A. (presently Aguila 2 S.à r.l.) and its subsidiaries (including the Issuer) by Swissport Investments
S.A., an indirect subsidiary of HNA Group, on February 10, 2016 (the "HNA Acquisition"). The Swissport
Parent Entity acquired the Issuer on February 10, 2016, and the results of the Issuer are consolidated in the 2016
ix