Bond DANA Corporation 1.832% ( XS2345050251 ) in EUR

Issuer DANA Corporation
Market price refresh price now   99.37 %  ▲ 
Country  United States
ISIN code  XS2345050251 ( in EUR )
Interest rate 1.832% per year ( payment 2 times a year)
Maturity 14/07/2029



Prospectus brochure of the bond Dana Inc XS2345050251 en EUR 1.832%, maturity 14/07/2029


Minimal amount /
Total amount /
Next Coupon 15/07/2026 ( In 101 days )
Detailed description Dana Incorporated is a global leader in the design and manufacturing of highly engineered solutions for the propulsion and energy systems of vehicles and machinery.

The Bond issued by DANA Corporation ( United States ) , in EUR, with the ISIN code XS2345050251, pays a coupon of 1.832% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/07/2029







LISTING PARTICULARS

325,000,000

Dana Financing Luxembourg S.à r.l.



3.000% Senior Notes due 2029
Fully and unconditionally guaranteed by
Dana Incorporated

Dana Financing Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) governed by the laws of the Grand
Duchy of Luxembourg, having its registered office at 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg, registered
with the Luxembourg Trade and Companies Register under number B 205146 (the "Issuer"), is offering 325,000,000 aggregate principal amount of
its 3.000% Senior Notes due 2029 (the "notes"). Dana Financing Luxembourg S.à r.l. is a wholly owned subsidiary of Dana Incorporated. Interest on
the notes is payable on January 15 and July 15 of each year, beginning on January 15, 2022. The notes will mature on July 15, 2029. The notes will
be fully and unconditionally guaranteed by Dana Incorporated (the "Company"). Interest will be computed on the basis of the actual number of days
in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the
notes (or the Issue Date, if no interest has been paid on the notes).
At any time on or after July 15, 2024, the Issuer may redeem some or all of the notes at the redemption prices set forth in the offering
memorandum, plus accrued and unpaid interest. Prior to July 15, 2024, the Issuer may redeem some or all of the notes at a price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest, plus a "make-whole" premium. In addition, prior to July 15, 2024, the Issuer may redeem
up to 40% of the original aggregate principal amount of the notes (which includes additional notes, if any) in an amount not to exceed the amount of
the proceeds of certain equity offerings at the redemption price set forth in the offering memorandum, plus accrued and unpaid interest. Upon the
occurrence of certain events constituting a change of control, holders of the notes will have the right to require the Issuer to repurchase all or any part
of their notes at a repurchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest.
The notes and related guarantee will be our unsecured senior obligations and will rank equally in right of payment with all of our existing and
future unsecured senior indebtedness. The notes and guarantee will be effectively subordinated to any of our secured indebtedness, to the extent of
the asset value securing such indebtedness, and structurally subordinated to all of the debt and other liabilities of the Company's subsidiaries other
than the Issuer.
We intend to use the net proceeds from this offering, together with cash on hand, to (i) redeem all of the Issuer's outstanding 6.500% Senior
Notes due 2026 and (ii) pay related fees and expenses. See "Use of Proceeds."

The date of this listing particulars is June 14, 2021.

Issue Price: 100.000% plus accrued interest, if any, from May 28, 2021.

Investing in the notes involves risks. See "Risk Factors" beginning on page 16.
These listing particulars should be read in conjunction with the Offering Memorandum, which together with this document constitutes the
"Listing Particulars" relating to the Notes. Where there is any conflict between the terms of this document and the Offering Memorandum, this
document will supersede the Offering Memorandum. Capitalized terms used in this document and not defined herein shall have the meanings
ascribed to them in the Offering Memorandum The Notes are described fully in "Description of the Notes" in the Offering Memorandum.
You should rely only on the information provided in these Listing Particulars. We have not authorized anyone else to provide you with
different information. No information (including, without limitation, the information on our website) is incorporated by reference into these Listing
Particulars. The notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), and the notes
are being offered and sold only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in
transactions outside the United States in reliance on Regulation S under the Securities Act. Prospective purchasers that are qualified institutional
buyers are hereby notified that the sellers of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A. The notes are not transferable except in accordance with the restrictions described under "Transfer Restrictions."
We are not obligated under any registration rights agreement or other obligation to register the notes for resale or to exchange the notes for
notes registered under the Securities Act or the securities laws of any other jurisdiction.
Currently, there is no public market for the notes. Application will be made to admit the notes to listing on the Official List of the Luxembourg
Stock Exchange (the "LSE") and for the notes to be admitted to trading on the Luxembourg Stock Exchange's Euro MTF Market ("Euro MTF"). The


Euro MTF is not a regulated market pursuant to the provisions of Directive 2014/65/EU. This listing particulars constitutes a prospectus for the
purpose of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019.
Delivery of the notes to investors was made on May 28, 2021 in book entry form through the facilities of Euroclear Bank SA/NV
("Euroclear"), as operator of the Euroclear System, and Clearstream Banking, S.A. ("Clearstream, Luxembourg").



THESE LISTING PARTICULARS HAVE BEEN PREPARED SOLELY FOR THE PURPOSES OF

ADMITTING THE NOTES TO THE OFFICIAL LIST AND TRADING ON THE EURO MTF MARKET OF
THE LUXEMBOURG STOCK EXCHANGE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THESE LISTING PARTICULARS

These Listing Particulars do not constitute an offer to buy or sell or a solicitation of an offer to sell or buy Notes (as
defined below), as applicable in any jurisdiction in which, or to or from any person to or from whom, it is unlawful
to make such offer or solicitation under applicable securities laws or otherwise. The distribution of this document
in certain jurisdictions (including, but not limited to, the United States, the United Kingdom and the European
Union) may be restricted by law. See pages iv-v, 11 and 172-174 in the Offering Memorandum dated May 14, 2021,
attached hereto as Annex I (as it may be supplemented and amended from time to time, the "Offering
Memorandum"). Persons into whose possession this document comes are required by Dana Financing
Luxembourg S.à r.l., the Trustee, the Paying Agent, the Transfer Agent, the Registrar and the listing agent (with
respect to each capitalized term, as defined in the Offering Memorandum) to inform themselves about, and to
observe, any such restrictions. No action that would permit a public offer has been or will be taken in any
jurisdiction by Dana Financing Luxembourg S.à r.l., the Trustee, the Paying Agent, the Transfer Agent, the
Registrar and the listing agent.

The Notes have not been, and will not be, registered under the Securities Act (as defined herein), or the securities
laws of any other jurisdiction. For a description of certain restrictions on the transfer of the Notes see pages iv-v,
11, 154 and 172-174 in the Offering Memorandum.




LISTING AND GENERAL INFORMATION

Admission to Trading and Listing

Application has been made to the Luxembourg Stock Exchange to list the Notes on the Official List of the Luxembourg Stock
Exchange and for such Notes to be admitted to trading on the Euro MTF. The Euro MTF is not a regulated market for the purposes of
Directive 2014/65/EU.

For so long as the notes are listed on the Luxembourg Stock Exchange and admitted to trading on the Euro MTF copies of the
following documents may be inspected and obtained at [69, route d'Esch, Office PLM +018A, L-2953 Luxembourg] the office of the
Luxembourg listing agent, Banque Internationale à Luxembourg SA, during normal business hours on any weekday:

· our organizational documents;

· our most recent Consolidated Financial Statements, and any interim financial statements published by us;

· the Offering Memorandum; and

· the indenture governing the notes (which includes the form of the notes).

The Issuer's LEI code is 222100DKCE3D036DQU13.

Clearing Information

The Notes have been, or will be, accepted for clearance through Euroclear and/or Clearstream, Luxembourg. The appropriate
common code and the International Securities Identification Number (ISIN), Financial Instruments Short Name (FISN) and/or
Classification of Financial Instruments (CFI) code (as applicable) in relation to the Notes is specified below.

The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of
Clearstream, Luxembourg is Clearstream Banking S.A., 42 Avenue JF Kennedy, L-1855 Luxembourg:


ISIN
FSIN
CFI
CUSIP
Common Code






Euro Notes:





Rule 144A Global Note ........... XS2345050848 DANA FINANCING/EUR DBFNPR Not applicable
234505084
NT 99981231 REST
Regulation S Global Note ........ XS2345050251 DANA FINANCING/EUR DBFNPR Not applicable
234505025
NT 99981231 REST

Unclaimed Funds

Subject to any applicable abandoned property law, the Trustee or the Paying Agent shall pay to us upon request any money
held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders of notes entitled to
the money must look to us for payment as general creditors.

Resolutions, Authorizations and Approvals by Virtue of which the Notes have been Issued

The Issuer and the Guarantor have, or will have, obtained all necessary consents, approvals and authorizations (if any) in
connection with the issuance of the Notes and the issuance of the guarantee, respectively. The issuance of the Notes will be approved
by the board of directors of the Issuer prior to the Issue Date.

Legal Information

We are a private limited liability company organized under the laws of Luxemburg. We were incorporated on March 14, 2016.
Our registered office is at 1, rue Hildegard von Bingen, L-1282 Luxembourg.

Except as disclosed in this listing particulars, as of May 28, 2021:

· There has been no significant change in the financial or trading position of the Company or the Issuer since March 31, 2021
and

· There has been no material adverse change in the prospects of the Company or the Issuer since March 31, 2021

There are no conflicts of interest between the duties of the directors of the Company and their private interests.



We have not been involved in any governmental, legal or arbitration proceedings during the 12 months prior to this listing
particulars which may have, or have had, a significant effect on our financial position or profitability, and, so far as we are aware, no
such governmental, legal or arbitration proceedings are pending or threatened.
We accept responsibility for the information contained in this listing particulars. To the best of our knowledge, except as
otherwise noted, the information contained in this listing particulars is in accordance with the facts and does not omit anything likely
to affect the import of this listing particulars.
Non-disclosure of the Issuer's separate financial statements is not likely to mislead investors with regard to facts and
circumstances that are essential for assessing the notes.

Board of Managers of Dana Financing Luxembourg S.à r.l.

Name
Address
Principal Occupation
Mr. Michael Lenaerts
Dana Europe GmbH, Riedstrasse 13, 6330 Cham,
Senior Manager of Finance ­ Europe,
Switzerland
Dana Incorporated
Mr. Marcus Hofstaetter
Dana Europe GmbH, Riedstrasse 13, 6330 Cham,
Treasury Manager ­ Europe, Dana
Switzerland
Incorporated
Mr. Erik Adam
1, rue Hildegard von Bingen, L-1282 Luxembourg
Private Equity and Infrastructure
Operational Leader, Alter Domus
Mr. Ivir Manguilimotan
1, rue Hildegard von Bingen, L-1282 Luxembourg
Senior Manager, Alter Domus







ANNEX I ­ OFFERING MEMORANDUM DATED MAY 14, 2021



O F F E R I N G M E M O R A N D U M
325,000,000
Dana Financing Luxembourg S.à r.l.
3.000% Senior Notes due 2029
Fully and unconditionally guaranteed by
Dana Incorporated
Dana Financing Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) governed by the laws of the Grand
Duchy of Luxembourg, having its registered office at 1, rue Hildegard von Bingen, L-1282 Luxembourg, Grand Duchy of Luxembourg,
registered with the Luxembourg Trade and Companies Register under number B 205146 (the "Issuer"), is offering 325,000,000 aggregate
principal amount of its 3.000% Senior Notes due 2029 (the "notes"). Interest on the notes is payable on January 15 and July 15 of each year,
beginning on January 15, 2022. The notes will mature on July 15, 2029. The notes will be fully and unconditionally guaranteed by Dana
Incorporated (the "Company").
At any time on or after July 15, 2024, the Issuer may redeem some or all of the notes at the redemption prices set forth in this offering
memorandum, plus accrued and unpaid interest. Prior to July 15, 2024, the Issuer may redeem some or all of the notes at a price equal to 100% of
the principal amount thereof, plus accrued and unpaid interest, plus a "make-whole" premium. In addition, prior to July 15, 2024, the Issuer may
redeem up to 40% of the original aggregate principal amount of the notes (which includes additional notes, if any) in an amount not to exceed the
amount of the proceeds of certain equity offerings at the redemption price set forth in this offering memorandum, plus accrued and unpaid
interest. Upon the occurrence of certain events constituting a change of control, holders of the notes will have the right to require the Issuer to
repurchase all or any part of their notes at a repurchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest.
The notes and related guarantee will be our unsecured senior obligations and will rank equally in right of payment with all of our existing
and future unsecured senior indebtedness. The notes and guarantee will be effectively subordinated to any of our secured indebtedness, to the
extent of the asset value securing such indebtedness, and structurally subordinated to all of the debt and other liabilities of the Company's
subsidiaries other than the Issuer.
We intend to use the net proceeds from this offering, together with cash on hand, to (i) redeem all of the Issuer's outstanding 6.500% Senior
Notes due 2026 and (ii) pay related fees and expenses. See "Use of Proceeds."
Issue Price: 100.000% plus accrued interest, if any, from May 28, 2021.
Investing in the notes involves risks. See "Risk Factors" beginning on page 16.
The notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), and the notes are
being offered and sold only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in
transactions outside the United States in reliance on Regulation S under the Securities Act. Prospective purchasers that are qualified institutional
buyers are hereby notified that the sellers of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A. The notes are not transferable except in accordance with the restrictions described under "Transfer Restrictions."
We are not obligated under any registration rights agreement or other obligation to register the notes for resale or to exchange the notes for
notes registered under the Securities Act or the securities laws of any other jurisdiction.
Currently, there is no public market for the notes. Application will be made to admit the notes to listing on the Official List of the
Luxembourg Stock Exchange (the "LSE") and for the notes to be admitted to trading on the Luxembourg Stock Exchange's Euro MTF Market
("Euro MTF"). We cannot guarantee that the application to the Luxembourg Stock Exchange will be approved, and settlement of the notes is not
conditioned on obtaining the listing. The Euro MTF is not a regulated market pursuant to the provisions of Directive 2014/65/EU. This offering
memorandum constitutes a prospectus for the purpose of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019.
The initial purchasers expect to deliver the notes to investors on or about May 28, 2021 in book entry form through the facilities of Euroclear
Bank SA/NV ("Euroclear"), as operator of the Euroclear System, and Clearstream Banking, S.A. ("Clearstream, Luxembourg").
Co-Lead Joint Bookrunners
Credit Suisse
J.P. Morgan
Joint Bookrunners
Barclays
BofA Securities
BMO Capital Markets
Citigroup
Goldman Sachs International
Mizuho Securities
RBC Capital Markets
Co-Managers
Citizens Capital Markets
Fifth Third Securities
KeyBanc Capital Markets
Offering Memorandum dated May 14, 2021


We and the initial purchasers have not authorized anyone to provide any information other than that
contained in this offering memorandum or to which we have referred you. We and the initial purchasers
take no responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. This offering memorandum may only be used where it is legal to sell these securities.
Neither we nor the initial purchasers are making an offer to sell these notes in any jurisdiction where
the offer or sale is not permitted. The information contained in this offering memorandum may only be
accurate on the date of this document.
TABLE OF CONTENTS
Notice to Prospective Investors in the United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
Notice to Prospective Investors in the European Economic Area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
Use of Non-U.S. GAAP Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
No Review by the Securities and Exchange Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
Service of Process and Enforcement of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . .
38
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
Certain Relationships and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
Description of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
166
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
176
Index to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
The Issuer is making this offering and will sell the notes in reliance upon an exemption from registration
under the Securities Act for offers and sales of securities that do not involve a public offering.
This offering memorandum has been prepared by us solely for use in connection with the proposed offering
of the securities described in this offering memorandum. This offering memorandum is personal to each offeree
and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise
acquire securities. Distribution of this offering memorandum to any person other than the prospective investor
and any person retained to advise such prospective investor with respect to its purchase is unauthorized, and any
disclosure of any of its contents without our prior written consent is prohibited. Each prospective investor, by
accepting delivery of this offering memorandum, agrees to the foregoing and to make no photocopies of this
offering memorandum or any documents referred to herein.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this offering memorandum. Nothing contained in this offering
i


memorandum is, or should be relied upon as, a promise or representation by the initial purchasers as to the past
or future. The initial purchasers have not independently verified any of the information contained herein
(financial, legal or otherwise) and assume no responsibility for the accuracy or completeness of any such
information.
We expect that delivery of the notes will be made against payment therefor on or about the tenth business
day following the date of confirmation of orders with respect to the notes (this settlement cycle being referred to
as "T+10"). Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), trades in the secondary market generally are required to settle in two business days, unless the parties to
any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on or prior to the
seventh business day after pricing will be required, by virtue of the fact that the notes initially will settle in T+10,
to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of
notes who wish to trade notes prior to their date of delivery should consult their own advisors.
None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission
or any other regulatory authority has approved or disapproved the securities nor have any of the
foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of
this offering memorandum. Any representation to the contrary is a criminal offense.
The notes are subject to restrictions on transferability and resale and may not be transferred or resold except
as permitted under the Securities Act and the applicable securities laws of any state or other jurisdiction pursuant
to registration or exemption from registration. As a prospective purchaser, you should be aware that you may be
required to bear the financial risks of this investment for an indefinite period of time. For additional information,
see "Plan of Distribution" and "Transfer Restrictions."
In making any investment decision, prospective investors must rely on their own examination of us and the
terms of the offering, including the merits and risks involved. Prospective investors should not construe anything
in this offering memorandum as legal, business or tax advice. Each prospective investor should consult its own
advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase
the notes under applicable legal investment or similar laws or regulations.
Each prospective investor must comply with all applicable laws and regulations in force in any jurisdiction
in which it purchases, offers or sells notes or possesses or distributes this offering memorandum and must obtain
any consent, approval or permission required by it for the purchase, offer or sale by it of 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 purchasers nor any of our or their respective representatives shall have any
responsibility therefor.
Some of the initial purchasers participating in this offering may engage in transactions that stabilize,
maintain or otherwise affect the price of the notes, including over-allotment, stabilizing and short-covering
transactions in the notes, and the imposition of a penalty bid during and after this offering of the notes. Such
stabilization, if commenced, may be discontinued at any time. For a description of these activities, see "Plan of
Distribution."
This offering memorandum contains summaries believed to be accurate with respect to certain documents,
but reference is made to the actual documents for complete information. All such summaries are qualified in their
entirety by such reference. Copies of documents referred to herein will be made available without cost to
prospective investors upon request to us or the initial purchasers.
We reserve the right to withdraw this offering of the notes at any time. We and the initial purchasers also
reserve the right to reject any offer to purchase the notes in whole or in part for any reason and to allot to any
prospective investor less than the full amount of notes sought by such investor.
ii


Each person receiving this offering memorandum acknowledges that (1) it has been afforded an opportunity
to request and to review, and it has received, all additional information considered by it to be necessary to verify
the accuracy of or to supplement the information contained in this offering memorandum, (2) it has not relied
upon the initial purchasers or any person affiliated with the initial purchasers in connection with its investigation
of the accuracy of such information or its investment decision, (3) this offering memorandum relates to an
offering that is exempt from registration under the Securities Act and may not comply in important respects with
SEC rules that would apply to an offering document relating to a public offering of securities and (4) no person
has been authorized to give information or to make any representation concerning us or this offering or the notes,
other than as contained in this offering memorandum, in connection with an investor's examination of us and the
terms of this offering. This offering memorandum is a confidential document that we are only providing to
prospective investors in the notes. You must not use this offering memorandum for any other purpose or disclose
any information in this offering memorandum to any other person.
There is currently no market for the notes. Application will be made to the Luxembourg Stock Exchange
(the "LSE") to list the notes on the Official List of the LSE and for the notes to be admitted to trading on the
Euro MTF within a reasonable period of time after the issue date of the notes. We intend to submit this offering
memorandum to the competent authority in connection with the listing application. The listing application will be
subject to approval by the LSE. In the course of any review by the competent authority, we may be requested to
make changes to the financial and other information included in this offering memorandum, in producing listing
particulars for such listing. Comments by the competent authority may require significant modification or
reformulation of information contained in this offering memorandum or may require the inclusion of additional
information, including financial information. There can be no assurance that the notes will be listed on the LSE,
that permission to deal in the notes will be granted or that such listing will be maintained, and settlement of the
notes is not conditioned on obtaining this listing. Any investor or potential investor in the European Economic
Area (the "EEA") and the United Kingdom should not base any investment decision relating to the notes on the
information contained in this offering memorandum after publication of the listing particulars and should refer
instead to those listing particulars. The Euro MTF is not a regulated market pursuant to the provisions of
Directive 2014/65/EU (as amended, "MiFID II"). Neither the admission of the notes to be listed on the LSE, nor
the approval of this offering memorandum pursuant to the listing requirements of the LSE shall constitute a
warranty or representation by the LSE as to the competence of the service providers to, or any other party
connected with, us, the adequacy and accuracy of information contained in this offering memorandum, our
suitability for investment or any other purposes. The notes are not currently listed for trading on any exchange
and we do not intend to seek to have them listed for trading on any exchange other than the LSE.
The notes will be available in book-entry form only. We expect that the notes sold pursuant to this offering
memorandum will be issued in the form of one or more global notes. The global notes sold in reliance on Rule 144A
and the global notes sold pursuant to Regulation S will be deposited with a common depositary and registered in the
name of the nominee of the common depositary for the accounts of Euroclear and Clearstream, Luxembourg.
Beneficial interests in the global notes will be shown on, and transfers of interests in the global notes will be effected
only through, records maintained by Euroclear and Clearstream, Luxembourg and their direct and indirect participants.
After the initial issuance of the global notes, notes in certificated form will be issued in exchange for the global notes
only as set forth in the indenture governing the notes. See "Book-Entry; Delivery and Form."
The information set out in relation to sections of this offering memorandum describing clearing and
settlement arrangements is subject to any change in or reinterpretation of the rules, regulations and procedures of
Euroclear or Clearstream, Luxembourg currently in effect. We will not, nor will any of our agents, have
responsibility for the performance of the respective 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.
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