Bond NH Hotel Group 4% ( XS2357281174 ) in EUR

NH Hotel Group

93.37 % ▼

Spain

XS2357281174 ( in EUR )

4% per year ( payment 2 times a year)

01/07/2026

Prospectus brochure of the bond NH Hoteles XS2357281174 en EUR 4%, maturity 01/07/2026

02/07/2026 ( In 143 days )

NH Hotel Group is a Spanish multinational hotel chain operating over 350 hotels across Europe, America, and Africa.

The Bond issued by NH Hotel Group ( Spain ) , in EUR, with the ISIN code XS2357281174, pays a coupon of 4% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/07/2026

Listing Particulars
Not for general distribution
in the United States

NH Hotel Group, S.A.
400,000,000
4.00% Senior Secured Notes due 2026
NH Hotel Group, S.A., a public limited company (sociedad anónima) established under the laws of Spain (the "Issuer"), is offering
400,000,000 aggregate principal amount of its 4.00% Senior Secured Notes due 2026 (the "Notes"). The Issuer will pay interest on the Notes
semi-annually in arrears on January 2 and July 2 of each year, commencing on January 2, 2022. The Notes will mature on July 2, 2026. At any time prior
to July 2, 2023, the Issuer may redeem all or a portion of the Notes upon not less than 10 nor more than 60 days' notice by paying a redemption price equal
to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a "make-whole" premium. In addition, at any time prior to July 2,
2023, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes with the net proceeds from certain equity offerings at the
redemption price set forth in these listing particulars. At any time on or after July 2, 2023, the Issuer may redeem all or a portion of the Notes upon not less
than 10 nor more than 60 days' notice, at the redemption prices set forth in these listing particulars. Prior to July 2, 2023, the Issuer may redeem during
each twelve-month period commencing with the Issue Date up to 10% of the original principal amount of the Notes upon not less than 10 nor more than
60 days' notice to holders of the Notes, at a redemption price equal to 103% of the principal amount, plus accrued and unpaid interest, if any, to the
applicable redemption date. Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an offer to purchase
the Notes. In the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes.
The Notes will be senior obligations of the Issuer. The Notes will rank equally in right of payment with all existing and future indebtedness of
the Issuer that is not subordinated in right of payment to the Notes and will be senior in right of payment to all existing and future indebtedness of the
Issuer that is subordinated in right of payment to the Notes. The Notes will be guaranteed (the "Notes Guarantees") on a senior basis by certain subsidiaries
of the Issuer (the "Guarantors"). The Guarantors also guarantee the Senior Secured RCF (as defined herein) and the COVID Related ICO Facilities (as
defined herein). The Notes and the Notes Guarantees will be initially secured by (i) charges over the shares of capital stock representing 100% of the share
capital of (A) Immo Hotel Brugge NV, Immo Hotel Diegem NV, Immo Hotel Mechelen NV, Hotel Exploitatiemaatschappij Diegem NV and Immo Hotel
Stephanie NV, in each case, a wholly owned subsidiary of the Issuer organized under the laws of Belgium, (B) NH Italia S.p.A., a wholly owned
subsidiary of the Issuer organized under the laws of Italy and (C) Onroerend Goed Beheer Maatschappij Van Alphenstraat Zandvoort B.V., a wholly
owned subsidiary of the Issuer incorporated under the laws of the Netherlands, and (ii) mortgages over certain hotels owned by wholly owned subsidiaries
of the Issuer or the Issuer located in the Netherlands, in the case of sub-clause (i)(A) on a first-ranking basis and, in the case of subclauses (i)(B) and (C)
and clause (ii), on a second-ranking basis but deemed and treated as first-ranking security interests under the Intercreditor Agreement (collectively, the
"Collateral"). The Senior Secured RCF (as defined herein) is secured by the same Collateral as the Notes and will benefit from the proceeds of enforcement
of the Collateral on a pro rata and pari passu basis with the Notes, as described under "Description of certain financing arrangements--Intercreditor
Agreement". The Notes Guarantees and the Collateral will be subject to legal and contractual limitations. See "Risk factors--Risks relating to the Notes and
our structure--The Notes Guarantees and security interests in the Collateral are significantly limited by applicable laws and are subject to certain
limitations on enforcement or defenses" and "Limitations on validity and enforceability of the Notes Guarantees and the security interests and certain
insolvency law considerations". The Notes, the Notes Guarantees and the security interests over the Collateral will also be subject to restrictions on
enforcement.
These listing particulars include information on the terms of the Notes and Notes Guarantees, including redemption and repurchase prices,
covenants and transfer restrictions.
There is currently no public market for the Notes. This document constitutes the listing particulars ("Listing Particulars") in respect of the
admission of the Notes to the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF. Application has been made to list the
Notes on the Official List of the Luxembourg Stock Exchange and admit the Notes to trading on the Euro MTF. The Euro MTF of the Luxembourg Stock
Exchange is not a regulated market as defined by Article 4, paragraph 1, point 21 of MiFID II. These Listing Particulars constitute a prospectus for the
purposes of Part IV of the Luxembourg law of July 16, 2019 on prospectuses for securities (the "Prospectus Law").

An investment in the Notes involves risks. See "Risk factors" beginning on page 40.

Price: 100.00% plus accrued interest, if any, from June 28, 2021.
The Notes were issued in the form of global notes in registered form. See "Book-entry, delivery and form". The Notes have been delivered in
book-entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream") on June 28, 2021.

The Notes and the Notes 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 state of the United States or any other jurisdiction. Accordingly, the Notes are being offered and sold in the
United States only to "qualified institutional buyers" in accordance with Rule 144A under the U.S. Securities Act and to non-U.S. persons (as defined
under the U.S. Securities Act) outside the United States in accordance with Regulation S under the U.S. Securities Act. Prospective purchasers of the Notes
that are qualified institutional buyers are hereby notified that the seller 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 further details
about eligible offerees and resale restrictions, see "Important information for investors" and "Transfer restrictions".
Global Coordinators and Bookrunning Managers
BNP PARIBAS
Deutsche Bank
BBVA
CaixaBank
Santander
Joint Bookrunners
Banco
Sabadell
Bankinter

The date of these Listing Particulars is July 30, 2021

You should rely only on the information contained in these Listing Particulars We have not, and BNP
Paribas, Deutsche Bank Aktiengesellschaft, Banco Bilbao Vizcaya Argentaria, S.A., Caixa Bank, S.A., Banco
Santander, S.A., Banco de Sabadell, S.A. and Bankinter, S.A. (the "Initial Purchasers") have not, authorized
anyone to provide you with information that is different from the information contained herein. You should not
assume that the information contained in these Listing Particulars is accurate as of any date other than the date
on the front of these Listing Particulars.
We are not, and the Initial Purchasers are not, making an offer of these securities in any jurisdiction
where such offer is not permitted.
Important information for investors ....................................................................................................................................... i
Summary ............................................................................................................................................................................... 1
Summary financial and other information .......................................................................................................................... 31
Risk factors ......................................................................................................................................................................... 40
Use of proceeds................................................................................................................................................................... 95
Capitalization ...................................................................................................................................................................... 96
Selected historical consolidated financial information ....................................................................................................... 98
Management's discussion and analysis of financial condition and results of operations ................................................. 102
Industry overview ............................................................................................................................................................. 137
Business ............................................................................................................................................................................ 147
Management ..................................................................................................................................................................... 189
Shareholders ..................................................................................................................................................................... 194
Related party transactions ................................................................................................................................................. 195
Description of certain financing arrangements ................................................................................................................. 197
Description of the Notes ................................................................................................................................................... 211
Book-entry, delivery and form .......................................................................................................................................... 272
Certain ERISA considerations .......................................................................................................................................... 277
Certain tax considerations ................................................................................................................................................. 279
Plan of distribution ........................................................................................................................................................... 290
Transfer restrictions .......................................................................................................................................................... 293
Limitations on validity and enforceability of the Notes Guarantees and the security interests and certain
insolvency law considerations ................................................................................................................................... 297
Service of process and enforcement of judgments ............................................................................................................ 380
Legal matters .................................................................................................................................................................... 396
Independent auditors ......................................................................................................................................................... 396
Independent valuation expert ............................................................................................................................................ 396
Where you can find additional information ...................................................................................................................... 396
Listing and general information ........................................................................................................................................ 398
Index to consolidated financial statements
F-1
Annex A--Summary of Duff & Phelps Report
A-1

The Issuer, NH Hotel Group, S.A., is a public limited company (sociedad anónima) established under the laws
of Spain and is registered in the Commercial Register of Madrid. Its registered office is at Calle Santa Engracia 120,
28003 Madrid, Spain.

Important information for investors
We accept responsibility for the information contained in these Listing Particulars and, to the best of our
knowledge (having taken reasonable care to ensure that such is the case), the information is true and accurate in all
material respects and contains no omission likely to affect the import of such information. As used in these Listing
Particulars, unless the context otherwise requires, references to the "Issuer" or the "Company" are to NH Hotel
Group, S.A. and references to "we", "us", "our" and the "Group" are to the Issuer and its consolidated subsidiaries.
This document does not constitute a prospectus for the purposes of Section 12(a)(2) of or any other provision of
or rule under the U.S. Securities Act.
We are not, and the Initial Purchasers are not, making an offer of these securities in any jurisdiction where such
offer is not permitted. These Listing Particulars are based upon information provided by us and other sources believed by
us to be reliable. The Initial Purchasers are not responsible for, and are not making any representation or warranty to you
concerning, our future performance or the accuracy or completeness of these Listing Particulars.
These Listing Particulars do not constitute an offer or solicitation by anyone in any jurisdiction in which such
offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. 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 these Listing Particulars may not be
distributed, in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. You must
comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or possess or distribute these
Listing Particulars and you must obtain all applicable consents and approvals; neither we nor the Initial Purchasers shall
have any responsibility for any of the foregoing legal requirements. Please see "Transfer restrictions".
In making an investment decision regarding the Notes offered hereby, you must rely on your own examination
of the Issuer and the Guarantors and the terms of this Offering, including the merits and risks involved. You should rely
only on the information contained in these Listing Particulars. We have not, and the Initial Purchasers have not,
authorized any other person to provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. You should assume that the information appearing in these Listing
Particulars is accurate as of the date on the front cover of these Listing Particulars only. Our business, financial condition,
results of operations and the information set forth in these Listing Particulars may have changed since that date.
You should not consider any information in these Listing Particulars to be investment, legal or tax advice. You
should consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice
regarding purchasing the Notes. We are not, and the Initial Purchasers are not, making any representation to any offeree
or purchaser of the Notes regarding the legality of an investment in the Notes by such offeree or purchaser under
appropriate investment or similar laws. These Listing Particulars are to be used only for the purposes for which it has
been published.
We obtained the market data used in these Listing Particulars from internal surveys, industry sources and
currently available information. Although we believe that our sources are reliable, you should keep in mind that we have
not independently verified information we have obtained from industry and governmental sources and that information
from our internal surveys has not been verified by any independent sources. See "--Market and industry data".
The contents of our website do not form any part of these Listing Particulars.
We may withdraw this Offering at any time, and we and the Initial Purchasers reserve the right to reject any
offer to purchase the Notes in whole or in part and to sell to any prospective investor less than the full amount of the
Notes sought by such investor. The Initial Purchasers and certain related entities may acquire a portion of the Notes for
their own accounts.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and admit
the Notes to trading on the Euro MTF. The Euro MTF of the Luxembourg Stock Exchange is not a regulated market as
defined by Article 4, paragraph 1, point 21 of MiFID II.
The Notes and the related Notes 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 under the U.S. Securities Act ("Regulation S"))
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act.
i

The Notes and the related Notes Guarantees are being offered and sold to non-U.S. persons outside the United
States in reliance on Regulation S and within the United States to "qualified institutional buyers" ("QIBs") in reliance on
Rule 144A of the U.S. Securities Act ("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 these
Listing Particulars, see "Transfer restrictions".
The Notes and the Notes Guarantees have not been approved or disapproved by the U.S. Securities and
Exchange Commission (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
of the Notes or the accuracy or adequacy of these Listing Particulars. Any representation to the contrary is a
criminal offense in the United States.
The Notes and the related Notes 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.
The information set out in relation to sections of these Listing Particulars describing clearing and settlement
arrangements, including "Description of the Notes" and "Book-entry, delivery and form", is subject to any change in or
reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream currently in effect. While we accept
responsibility for accurately summarizing the information concerning Euroclear and Clearstream, we accept no further
responsibility in respect of such information.
The distribution of these Listing Particulars and the offer and sale of the Notes may be restricted by law in
certain jurisdictions. You must inform yourself about, and observe, any such restrictions. See "--Notice to certain
European investors", "--Notice to Canadian investors", "Plan of distribution" and "Transfer restrictions" elsewhere in
these Listing Particulars. You must comply with all applicable laws and regulations in force in any jurisdiction in which
you purchase, offer or sell the Notes or possess or distribute these Listing Particulars and must obtain any consent,
approval or permission required for your purchase, offer or sale of the Notes under the laws and regulations in force in
any jurisdiction to which you are subject or in which you make such purchases, offers or sales. We are not, and the Initial
Purchasers are not, making an offer to sell the Notes or a solicitation of an offer to buy any of the Notes to any person in
any jurisdiction except where such an offer or solicitation is permitted.
IN CONNECTION WITH THIS OFFERING, BNP PARIBAS (THE "STABILIZING MANAGER")
(OR AFFILIATES 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 AFFILIATES ACTING ON BEHALF OF THE
STABILIZING MANAGER) WILL UNDERTAKE STABILIZING ACTION. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN 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.
Notice to certain European investors
European Economic Area: These Listing Particulars has been prepared on the basis that all offers of the Notes
will be made pursuant to an exemption under the Prospectus Regulation (as defined below), from the requirement to
produce a prospectus for offers of securities. Accordingly, any person making or intending to make any offer within the
European Economic Area ("EEA") or any of its member states ("Member States") of the Notes which are the subject of
the Offering contemplated in these Listing Particulars, should only do so in circumstances in which no obligation arises
for the Issuer or the Initial Purchaser to produce a prospectus for such offer pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. Neither the Issuer nor the
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 Purchaser, which constitute the final offering of the Notes
contemplated in these Listing Particulars. Further, neither the Issuer nor any of the Initial Purchasers has authorized, nor
do they authorize, the making of any offer of securities in circumstances in which an obligation arises for the Issuer or
the Initial Purchasers to publish or supplement a prospectus for the offering of the Notes. In relation to each Member
State, an offer of the Notes to the public may not be made in that Member State other than:
ii

(i)
to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
(ii)
subject to the following paragraph concerning the PRIIPS Regulation, to fewer than 150
natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), as permitted
under the Prospectus Regulation, subject to obtaining the prior consent of the relevant dealer or dealers
nominated by the Issuer for any such offer; or
(iii)
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of Notes shall require the Issuer or the Initial Purchasers to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation.
For the purposes of this restriction, the expression an "offer of the Notes to the public" in relation to any Notes
in any Member State means the communication in any form and by any means of sufficient information on the terms of
the Offering and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes The
expression "Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of
14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a
regulated market, and repealing Directive 2003/71/EC, and includes any relevant level two delegated acts and technical
standards that have been adopted in connection with the Prospectus Regulation.
Each subscriber for, or purchaser of, the Notes located within a Member State will be deemed to have
represented, acknowledged and agreed that it is a qualified investor. We and the Initial Purchasers and their respective
affiliates and others will rely upon the trust and accuracy of the foregoing representation, acknowledgment and
agreement.
United Kingdom: The applicable provisions of the UK Financial Services and Markets Act 2000 (the "FSMA")
must be complied with in respect of anything done in relation to the Notes in, from or otherwise involving the United
Kingdom. These Listing Particulars are 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 FSMA (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, (iii) are outside the United Kingdom, or
(iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21
of the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated (all such
persons together being referred to as "relevant persons"). These Listing Particulars are 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 Regulation.
Spain: Neither the Notes, this Offering nor these Listing Particulars have been approved by or registered with the
Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores). Consequently, the Notes
may not be offered, sold, resold or distributed to persons in Spain, except in circumstances which do not qualify as an offer
of securities to the public in Spain, as defined in Article 2 (d) of the Prospectus Regulation or which is otherwise exempt
from publication of a prospectus under Article 1.4 of the Prospectus Regulation. The Notes will only be offered in Spain
to qualified investors as this term is defined under Article 2 (e) of the Prospectus Regulation.
Austria: This offering has not been and will not be filed with or reviewed by the Austrian Financial Market
Authority (Finanzmarktaufsicht - FMA). the offer may not be made within or cross-border into Austria, except in
circumstances that do not constitute a public offering under the Austrian Capital Market Act (Kapitalmarktgesetz - KMG)
or any other applicable Austrian law. Documents relating to the offer, as well as information contained herein and
therein, may not be supplied to the public in Austria, nor be used in connection with any public offer to the public in
Austria.
Belgium: These Listing Particulars relate to a private placement and does not constitute an offer or solicitation
to the public in Belgium to subscribe for or acquire the Notes. The offer of the Notes has not been and will not be notified
to, and neither these Listing Particulars nor any other materials relating to the offer have been or will 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.
iii

Accordingly, the offer of the Notes may not be advertised, the Notes may not be offered or sold, and these
Listing Particulars and any other materials relating to the offer may not be distributed, directly or indirectly, (i) to any
person located or resident in Belgium other than in circumstances which do not constitute an offer to the public in
Belgium pursuant to the Belgian act of July 11, 2018 on the public offering of investment instruments and the admission
of investment instruments to trading on a regulated exchange or (ii) to any person qualifying as a consumer for the
purpose of Book VI of the Belgian Code of economic law, unless such sale is made in compliance with this act and its
implementing regulation and does not constitute a public offer as described under (i) above.
These Listing Particulars have been provided to the intended recipient exclusively for the purposes of the offer
of the Notes. It may not be used for any other purpose or passed on to any other person in Belgium.
France: These Listing Particulars have not been prepared and is not being distributed in the context of an offer
to the public of financial securities in France within the meaning of Article L.411-1 of the French Code monétaire et
financier and Title 1 of Book II of the Réglement Général de l'Autorité des Marchés Financiers, and has not been
approved by, registered or filed with the Autorité des marchés financiers (the "AMF"). Therefore, the notes may not be,
directly or indirectly, offered or sold to the public in France and these Listing Particulars have not been and will not be
released, issued or distributed or caused to be released, issued or distributed to the public in France or used in connection
with any offer for subscription or sales of the notes to the public in France. Offers, sales and distributions have only been
and shall only be made in France to: (i) providers of 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),
(ii) qualified investors (investisseurs qualifiés) acting for their own account and/or (iii) a limited group of investors
(cercle restreint d'investisseurs) acting solely for their own account, all as defined in and in accordance with
Articles L.411-2, D.411-1 to D.411-4, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier.
Prospective investors are informed that (a) these Listing Particulars have not been and will not be submitted for clearance
to the AMF, (b) in compliance with Articles L.411-2 and D.411-1 through D.411-4 of the French Code monétaire et
financier, any investors subscribing for the notes should be acting for their own account and (c) the direct and indirect
distribution or sale to the public of the notes acquired by them may only be made in compliance with Articles L.411-1,
L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.
Germany: The Offering of the notes is not a public offering in the Federal Republic of Germany. The Notes
may only be offered and sold in the Federal Republic of Germany in accordance with the Prospectus Regulation, the
provisions of the Securities Prospectus Act of the Federal Republic of Germany (Wertpapierprospektgesetz) (the
"German Securities Prospectus Act") and any other applicable German law. The notes must not be distributed within
Germany by way of a public offer, public advertisement or in any similar manner, and these Listing Particulars and any
other document relating to the notes, as well as information contained therein, may not be supplied to the public in
Germany or used in connection with any offer for subscription of notes to the public in Germany. Consequently, in
Germany the notes will only be available to, and these Listing Particulars 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. 3 of the German Securities Prospectus Act in connection with Article 2 lit. e of the Prospectus Regulation or who are
subject of another exemption in accordance with Article 1 of the Prospectus Regulation. Any resale of the notes in
Germany may only be made in accordance with the German Securities Prospectus Act and other applicable laws. These
Listing Particulars have not been and will not be submitted to, nor has it been nor will it be approved by, the German
Federal Financial Supervisory Authority (Bundesanstalt f¨ur Finanzdienstleistungsaufsicht).
Italy: This offering has not been registered with the Commissione Nazionale per le Società e la Borsa, the
Italian Securities Exchange Commission ("CONSOB") pursuant to Italian securities legislation and, accordingly, no
offered notes may be offered, sold or delivered, directly or indirectly, nor may copies of these Listing Particulars or of
any other offering circular, prospectus, form of application, advertisement, other offering material or other information or
document relating to the offered notes be issued, distributed or published in Italy, either on the primary or on the
secondary market, except: (i) to qualified investors (investitori qualificati), as defined by Article 2, paragraph (e) of the
Prospectus Regulation; or (ii) in other circumstances which are exempted from the rules on public offerings pursuant to
Article 1 of the Prospectus Regulation, Article 34-ter of CONSOB Regulation No. 11971 of May 14, 1999, as amended
from time to time ("Regulation No. 11971"), and the applicable Italian laws.
Any offer, sale or delivery of the notes or distribution of copies of these Listing Particulars or any other
document relating to the notes in Italy under (i) or (ii) above must be: (a) made by an investment firm, bank or financial
intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Legislative Decree No.
58 of February 24, 1998, as amended (the "Financial Services Act"), CONSOB Regulation No. 20307 of 15 February
2018, as amended ("Regulation No. 20307") and Legislative Decree No. 385 of September 1, 1993, as amended (the
"Banking Act"); and (b) in compliance with any other applicable laws and regulations or requirement imposed by
iv

CONSOB, the Bank of Italy (including the reporting requirements, where applicable, pursuant to Article 129 of the
Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time) or any other Italian
authority.
Any investor purchasing the notes is solely responsible for ensuring that any offer or resale of the notes by such
investor occurs in compliance with applicable laws and regulations.
Grand Duchy of Luxembourg: These Listing Particulars have not been approved by and will not be submitted
for approval to the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg
("Luxembourg") for the purposes of a public offering or sale, in Luxembourg, of the notes or admission to the official list
of the Luxembourg Stock Exchange ("LxSE") and trading on the LxSE's regulated market of the notes. Accordingly, the
notes may not be offered or sold to the public in Luxembourg, directly or indirectly, or listed or traded on the LxSE's
regulated market, and neither these Listing Particulars nor any other circular, prospectus, form of application,
advertisement or other material may be distributed, or otherwise made available in or from, or published in, Luxembourg
except in circumstances which do not constitute a public offer of securities to the public, subject to prospectus
requirements, in accordance with the applicable Luxembourg Prospectus Law.
The Netherlands: The Notes (including the rights representing an interest in the Notes in global form) which are
the subject of these Listing Particulars, have not been and shall not be offered, sold, transferred or delivered to the public
in the Netherlands, unless in reliance on Article 1(4) of the Prospectus Regulation and provided such offer is made
exclusively to legal entities which are qualified investors (within the meaning of the Prospectus Regulation) in the
Netherlands. The expression an "offer of Notes to the public" in relation to any Notes in the Netherlands means the
announcement or 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 and the expression
"Prospectus Regulation" means Regulation (EU) 2017/1129 (and amendments thereto).
Poland: These Listing Particulars have not been approved by and will not be submitted for approval to the
Polish Financial Supervision Authority (Komisja Nadzoru Finansowego).
These Listing Particulars do not constitute a prospectus within the meaning of Prospectus Regulation, or an
information memorandum within the meaning of the Polish Act of 29 July 2005 on Public Offering, Conditions
Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (ustawa z dnia 29
lipca 2005 o ofercie publicznej i warunkach wprowadzania instrumentów finansowych do zorganizowanego systemu
obrotu oraz o spólkach publicznych) ("Act on Public Offering"). Consequently, the Notes may be offered only as part of
a public offering within the meaning of Prospectus Regulation, based on relevant prospectus exemption, addressed only
to qualified investors (within the meaning of Article 2 (e) of the Prospectus Regulation), i.e. in accordance with the
provisions of Article 1 (4)(a) Prospectus Regulation.
Romania. These Listing Particulars have not been prepared and is not being distributed in the context of a
public offer of securities in Romania within the meaning of Articles 3 and following of Law no. 24/2017 on the issuers of
financial instruments and market operations, as subsequently amended and completed, and Articles 4 and following of
the Regulation of the Romanian Financial Services Authority (the "FSA") no. 5/2018 on the issuers of financial
instruments and market operations, as subsequently amended and completed, and has not been and will not be submitted
for approval to or approved by the FSA as such. The Notes are not and will not be, directly or indirectly, subject to a
public offer of securities or to an admission to trading on a regulated market in Romania, and these Listing Particulars
have not been and will not be in any way released, issued or distributed to the public in Romania or used in connection
with any offer for subscription or sale of the Notes to the public in Romania, except in circumstances which do not
qualify as a public offer of securities in Romania, as defined in Article 2 (d) of the Prospectus Regulation or which are
otherwise exempt from publication of a prospectus under Article 1.4 of the Prospectus Regulation, and the Romanian
applicable legislation.
Notice to Canadian investors
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 these Listing Particulars (including any amendment thereto) contain a misrepresentation,
v

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 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 this offering.

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Certain definitions
Unless otherwise specified or the context requires otherwise, in these Listing Particulars:

"2019 Notes" refers to the 250 million aggregate principal amount 6.875% Senior Secured Notes due
2019 issued by the Issuer on November 8, 2013, which were redeemed in full in 2017;

"2023 Notes" refers to the 285 million aggregate principal amount 3.750% Senior Secured Notes due
2023 issued by the Issuer on September 29, 2016 and 115 million aggregate principal amount 3.750%
Senior Secured Notes due 2023 issued by the Issuer on March 24, 2017, of which 43,150,000 were
redeemed on December 14, 2018 following the offer to repurchase launched by the Issuer subsequent
to the change of control of the Issuer as a result of its acquisition by MINT;

"Average Daily Rate" or "ADR" refers to the quotient of total room revenues for a specified period
divided by total Room Nights sold during that period;

"Belgian Guarantor(s)" refers to the Diegem Entities, Jolly Hotels Belgium S.A, Immo Hotel BCC NV,
Immo Hotel Belfort NV, Immo Hotel Gent NV, Immo Hotel GP NV and Hotel
Exploitatiemaatschappij Diegem N.V.;

"CAGR" refers to compound annual growth rate;

"CIT" refers to corporate income tax;

"Clearstream" refers to Clearstream Banking, société anonyme;

"Collateral" refers to, collectively, the Mortgage Properties and the Share Collateral, as such security
may vary or be replaced from time to time pursuant to the Indenture;

"COVID Related ICO Facilities" refers to the Term Facility Agreement and Sabadell Bilateral Facility
Agreement, collectively;

"Diegem Entities" refers to Immo Hotel Brugge NV, Immo Hotel Diegem NV, Immo Hotel
Mechelen NV, Hotel Exploitatiemaatschappij Diegem N.V. and Immo Hotel Stephanie NV, in each
case, a wholly owned subsidiary of the Issuer organized under the laws of Belgium;

"Diegem Properties" refers to the following hotels, which are located in Belgium and owned by the
Diegem Entities as listed below:
Hotel
Jurisdiction
Company that owns the hotel
of company
NH Stephanie ..................................... Immo Hotel Stephanie NV Belgium
NH Brussels Airport ........................... Immo Hotel Diegem NV Belgium
NH Brugge ......................................... Immo Hotel Brugge NV Belgium
NH Mechelen ..................................... Immo Hotel Mechelen NV Belgium

"Duff & Phelps" refers to Duff & Phelps S.L.U., independent valuation firm located in Madrid, Spain;

"Duff & Phelps Report" refers to the valuation report dated June 3, 2021 produced by Duff & Phelps
regarding the valuation of the Mortgage Properties and the Share Collateral as of December 31, 2020,
an executive summary of which is annexed to these Listing Particulars as Annex A;

"EU" refers to the European Union;

"EU Member State" refers to a member state of the EU;

"Euroclear" refers to Euroclear Bank SA/NV;

"FSMA" refers to the UK Financial Services and Markets Act 2000;

"Guarantors" refers to each of the Guarantors described under "Summary--The Offering--Notes
Guarantees", which will guarantee the Notes;
vii

"Hesperia" refers to Grupo Inversor Hesperia, S.A.;

"IAS 34" refers to International Accounting Standard 34 (Interim Financial Reporting);

"IFRS" refers to International Financial Reporting Standards as adopted by the European Union;

"IIT" refers to individual income tax;

"Indenture" refers to the indenture governing the Notes to be dated the Issue Date by and among, inter
alios, the Issuer, the Guarantors, the Trustee and the Security Agent;

"Intercreditor Agreement" refers to the intercreditor agreement dated November 8, 2013 by and among,
inter alios, the Issuer and the Security Agent, as amended and restated from time to time, including as
amended pursuant to an amendment and accession deed dated September 29, 2016 and as expected to
be further amended pursuant to an amendment and accession deed to be dated within five business days
of the Issue Date;

"Issue Date" refers to the date of original issuance of the Notes;

"Issuer" refers to NH Hotel Group, S.A., and "we", "us", "our" and the "Group" refer to the Issuer and
its consolidated subsidiaries, unless the context otherwise requires;

"LHI Option" refers to the Company's option rights relating to the acquisition of a series of real estate
properties and lease agreements located in Germany, which we sold in the second quarter of 2016 to an
affiliate of Foncières des Murs for a consideration of approximately 48 million;

"M&E" refers to meetings and events;

"MINT" refers to Minor International Public Company Limited, which is the majority shareholder of
the Company as described under "Shareholder";

"Mortgage Properties" refers to the following hotels, which are located in the Netherlands and owned
by the wholly owned subsidiaries of the Issuer or the Issuer as listed below and that will secure the
Notes and the Senior Secured RCF on a pari passu basis:

Hotel
Company that owns the hotel
Jurisdiction
of company
NH Eindhoven Conference Centre
Netherlands
Koningshof ..................................... Koningshof B.V.
NH Noordwijk Conference Centre
Netherlands
Leeuwenhorst ................................. Leeuwenhorst Congres Center B.V.
NH Zoetermeer ................................... Onroerend Goed Beheer Maatschappij Danny Kayelaan
Netherlands
Zoetermeer B.V.
NH Veluwe Conference Centre
Netherlands
Sparrenhorst ................................... De Sparrenhorst B.V.
NH Capelle ......................................... Onroerend Goed Beheer Maatschappij Capelle aan den
Netherlands
IJssel B.V.
NH Naarden ....................................... Onroerend Goed Beheer Maatschappij IJsselmeerweg
Netherlands
Naarden B.V.

"NH Finance, S.A." refers to NH Finance, S.A., a Luxembourg public limited liability company
(société anonyme), formed and existing under Luxembourg law, having its registered office at 1, route
de Trèves, L-2633 Senningerberg and registered with the Luxembourg Register of Commerce and
Companies (Registre de commerce et des sociétés, Luxembourg) under number B 75.694;

"NH Italia" refers to NH Italia S.p.A.;

"NH Italia Shares" refers to the shares of capital stock representing 100% of the share capital of NH
Italia;
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