Obbligazione CrediReal S.A.B. de C.V. 9.5% ( USP32466AA50 ) in USD

Emittente CrediReal S.A.B. de C.V.
Prezzo di mercato refresh price now   100 USD  ▲ 
Paese  Messico
Codice isin  USP32466AA50 ( in USD )
Tasso d'interesse 9.5% per anno ( pagato 2 volte l'anno)
Scadenza 06/02/2026



Prospetto opuscolo dell'obbligazione Crédito Real S.A.B de C.V. Sociedad Financiera de Objeto Múltiple Entidad Reg USP32466AA50 en USD 9.5%, scadenza 06/02/2026


Importo minimo 200 000 USD
Importo totale 400 000 000 USD
Cusip P32466AA5
Standard & Poor's ( S&P ) rating BB- ( Non-investment grade speculative )
Moody's rating N/A
Coupon successivo 07/02/2026 ( In 54 giorni )
Descrizione dettagliata Crèdito Real S.A.B. de C.V. Sociedad Financiera de Objeto Múltiple Entidad Regulada è una società finanziaria messicana soggetta a regolamentazione.

The Obbligazione issued by CrediReal S.A.B. de C.V. ( Mexico ) , in USD, with the ISIN code USP32466AA50, pays a coupon of 9.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 06/02/2026
The Obbligazione issued by CrediReal S.A.B. de C.V. ( Mexico ) , in USD, with the ISIN code USP32466AA50, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







LISTING PARTICULARS


US$400,000,000
Crédito Real, S.A.B. de C.V., Sociedad Financiera de Objeto
Múltiple, Entidad No Regulada
(incorporated under the laws of Mexico)
9.500% Senior Notes Due 2026





We are offering US$400,000,000 aggregate principal amount of our 9.500% senior notes due 2026 (the "notes"). We will pay interest on the notes semi-annually on February 7 and
August 7 of each year, beginning on August 7, 2019. The notes will mature on February 7, 2026. We may redeem the notes, in whole or in part, at any time on or after February 7, 2023,
at the applicable redemption prices set forth in this offering memorandum, plus accrued and unpaid interest, if any, to the date of redemption and additional amounts thereon. Prior to
February 7, 2023, we may also redeem the notes, in whole or in part, at a redemption price based on a "make-whole" premium plus accrued and unpaid interest, if any, and additional
amounts thereon, to the date of redemption. In addition, at any time on or prior to February 7, 2022, we may redeem up to 35% of the notes at a redemption price equal to 109.500% of
their principal amount, plus accrued and unpaid interest, if any, and additional amounts thereon, if any, to the date of redemption, using the proceeds of certain equity sales. Furthermore,
if tax laws currently in effect are modified and the change results in higher withholding taxes in respect of interest and interest-like payments on the notes, we may redeem the notes in
whole, but not in part, at 100% of their principal amount, plus accrued and unpaid interest, if any, and additional amounts thereon, if any, to the date of redemption. If a change of control
triggering event as described in this offering memorandum under the heading "Description of the Notes--Change of Control Triggering Event" occurs, we will be required to offer to
purchase the notes from the holders. There is no sinking fund for the notes.
The notes will be unconditionally guaranteed by certain of our subsidiaries, jointly and severally, on a senior unsecured basis. The notes and the subsidiary guarantees will be our and
our subsidiary guarantors' senior unsecured general obligations (subject to certain obligations for which preferential treatment is given under applicable laws, including tax, labor and
social security) and will rank equally in right of payment with all of our and our subsidiary guarantors' existing and future senior unsecured indebtedness. The notes will rank effectively
junior in right of payment to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The notes will be structurally
subordinated to debt obligations of our subsidiaries that are not guarantors of the notes.
We intend to use the net proceeds from this offering to (i) purchase all of our outstanding 7.500% senior notes due 2019 (the "2019 Senior Notes") pursuant to the terms of the
indenture governing the 2019 Senior Notes, (ii) repay in full the principal of, interest on, and other amounts due under the Barclays Facility (as defined below) and certain other
outstanding credit facilities, (iii) pay fees and expenses incurred in connection with this offering, and (iv) the remainder, for general corporate purposes.
No public market currently exists for the notes. Application has been made to admit the notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on the
Euro MTF Market of the Luxembourg Stock Exchange. This offering memorandum constitutes a prospectus for the purposes of Part IV of the Luxembourg law on prospectus securities
dated July 10, 2005, as amended.
Investing in the notes involves risks. See "Risk Factors" beginning on page 30 of this offering memorandum.





Offering Price: 100.000% plus accrued interest, if any, from February 7, 2019.





THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE MEXICAN NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE
VALORES, OR "RNV") MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE
VALORES, OR "CNBV"), AND, THEREFORE, MAY NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO. THE NOTES MAY BE OFFERED AND SOLD IN
MEXICO TO INVESTORS IN MEXICO THAT QUALIFY AS AN INSTITUTIONAL INVESTOR ("INVERSIONISTA INSTITUCIONAL") OR AN ACCREDITED
INVESTOR ("INVERSIONISTA CALIFICADO") SOLELY, PURSUANT TO THE PRIVATE OFFERING EXEMPTION SET FORTH IN ARTICLE 8 OF THE
MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). WE WILL NOTIFY THE CNBV OF THE TERMS AND CONDITIONS OF THIS
OFFERING OF THE NOTES OUTSIDE OF MEXICO. SUCH NOTICE WILL BE SUBMITTED TO THE CNBV TO COMPLY WITH ARTICLE 7, SECOND
PARAGRAPH, OF THE MEXICAN SECURITIES MARKET LAW AND REGULATIONS THEREUNDER, FOR INFORMATIONAL PURPOSES ONLY. THE
DELIVERY TO, AND RECEIPT BY, THE CNBV OF SUCH NOTICE DOES NOT CONSTITUTE OR IMPLY A CERTIFICATION AS TO THE INVESTMENT
QUALITY OF THE NOTES, OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET
FORTH IN THIS OFFERING MEMORANDUM. THIS OFFERING MEMORANDUM IS SOLELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR
AUTHORIZED BY THE CNBV. THE ACQUISITION OF THE NOTES BY AN INVESTOR WHO IS A RESIDENT OF MEXICO WILL BE MADE UNDER ITS OWN
RESPONSIBILITY.





The notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, (the "Securities Act"), any state securities laws, or the securities laws of any
other jurisdiction and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")), except in transactions
exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered and sold in the United States only to qualified institutional
buyers ("QIBs") in compliance with Rule 144A under the Securities Act ("Rule 144A") and to persons other than U.S. persons outside the United States in compliance with Regulation
S. Prospective purchasers that are QIBs are hereby notified that the seller of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A. For a description of eligible offerees and certain restrictions on transfer of the notes, see "Transfer Restrictions."
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 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 Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a
customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information
document required by Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company ("DTC") for the accounts of its direct and indirect participants,
including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme, Luxembourg ("Clearstream") on or about February
7, 2019.
Joint Bookrunners
Morgan Stanley
Barclays
Citigroup
Goldman Sachs & Co. LLC

The date of this offering memorandum is February 7, 2019.





TABLE OF CONTENTS
Page
NOTICE TO INVESTORS ........................................................................................................................................... ii
INFORMATION FOR INVESTORS IN CERTAIN COUNTRIES ............................................................................iii
AVAILABLE INFORMATION .................................................................................................................................. iv
FORWARD-LOOKING STATEMENTS .................................................................................................................... vi
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION ..................................................... ix
SUMMARY .................................................................................................................................................................. 1
RISK FACTORS ......................................................................................................................................................... 30
USE OF PROCEEDS .................................................................................................................................................. 49
EXCHANGE RATES .................................................................................................................................................. 50
CAPITALIZATION .................................................................................................................................................... 52
SELECTED FINANCIAL INFORMATION .............................................................................................................. 53
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ...................................................................................................................................................... 59
SELECTED STATISTICAL INFORMATION .......................................................................................................... 90
THE MEXICAN PAYROLL LENDING, SME LOANS, GROUP LOANS AND AUTO FINANCING
MARKETS AND UNITED STATES AUTO FINANCING MARKET .................................................................. 104
BUSINESS ................................................................................................................................................................ 113
MANAGEMENT ...................................................................................................................................................... 137
SUPERVISION AND REGULATION OF THE MEXICAN FINANCIAL INDUSTRY ....................................... 144
PRINCIPAL SHAREHOLDERS .............................................................................................................................. 149
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ........................................................ 150
DESCRIPTION OF THE NOTES ............................................................................................................................. 153
BOOK-ENTRY, DELIVERY AND FORM ............................................................................................................. 202
TAXATION .............................................................................................................................................................. 206
PLAN OF DISTRIBUTION ...................................................................................................................................... 212
TRANSFER RESTRICTIONS .................................................................................................................................. 219
ENFORCEMENT OF CIVIL LIABILITIES ............................................................................................................ 221
LEGAL MATTERS .................................................................................................................................................. 223
INDEPENDENT AUDITORS .................................................................................................................................. 224
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... F-1
ANNEX A - SUMMARY OF CERTAIN SIGNIFICANT DIFFERENCES BETWEEN SOFOM GAAP
AND U.S. GAAP....................................................................................................................................................... A-1







You should rely only on the information contained in this offering memorandum. Neither we nor the
initial purchasers have authorized any other person to provide you with information that is different from or
additional to that contained in this offering memorandum, and neither we nor the initial purchasers take
responsibility for any other information that others may give you. You should assume that the information in
this offering memorandum is accurate only as of the date on the front cover of this offering memorandum,
regardless of time of delivery of this offering memorandum or any sale of the notes. Our business, financial
condition, results of operations and prospects may change after the date on the front cover of this offering
memorandum. This document may only be used where it is legal to offer and sell the notes. Neither we nor
any of the initial purchasers are making an offer to sell or seeking offers to buy the notes in any jurisdiction
where such an offer or sale is not permitted.
Unless otherwise specified or the context requires, references in this offering memorandum to "Crédito Real,"
"the Issuer," "the Company," "we," "us," "our" or any similar terms, refer to Crédito Real, S.A.B. de C.V., Sociedad
Financiera de Objeto Múltiple, Entidad No Regulada.
i





Except as otherwise indicated, all references to "Subsidiary Guarantors" are to our subsidiaries Crédito Real,
S.A., a corporation organized and existing under the laws of the Republic of Panama, and Creal Nómina S.A. de
C.V., a corporation organized and existing under the laws of Mexico that will provide a note guarantee on the Issue
Date (as defined below).
NOTICE TO INVESTORS
We are relying on an exemption from registration under the Securities Act for offers and sales of securities that
do not involve a public offering. 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 state securities laws pursuant to
registration or exemption therefrom. By purchasing the notes, you will be deemed to have made the
acknowledgements, representations, warranties and agreements described under the heading "Transfer Restrictions"
in this offering memorandum. You should understand that you will be required to bear the financial risks of your
investment for an indefinite period of time.
Neither the CNBV nor the U.S. Securities and Exchange Commission (the "SEC"), nor any state or other
foreign securities commission or regulatory authority, has approved or disapproved the offering of the notes
nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy,
adequacy or completeness of this offering memorandum. Any representation to the contrary is a criminal
offense.
This offering memorandum is based on information provided by us and by other sources that we believe are
reliable. We and the initial purchasers cannot assure you that this information is accurate or complete. This offering
memorandum summarizes certain documents and other information and we refer you to such documents and other
information for a more complete understanding of what we discuss in this offering memorandum. In making an
investment decision, you must rely on your own examination of our company and of the terms of this offering and
the notes, including the merits and risks involved.
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
memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or
future.
Neither we nor the initial purchasers are making any representation to any purchaser of the notes regarding the
legality of an investment in the notes by such purchaser under any legal investment or similar laws or regulations.
You should not consider any information in this offering memorandum to be legal, business or tax advice. You
should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding any
investment in the notes.
We accept responsibility for the information contained in this offering memorandum. To the best of our
knowledge and belief (and we have taken all reasonable care to ensure that), the information contained in this
offering memorandum is in accordance with the facts and does not omit any material information. You should
assume that the information contained in this offering memorandum is accurate only as of the date on the front cover
of this offering memorandum.
We reserve the right to withdraw this offering of the notes at any time, and we and the initial purchasers reserve
the right to reject any commitment to subscribe for the notes in whole or in part and to allot to any prospective
investor less than the full amount of notes sought by that investor. The initial purchasers and certain related entities
may acquire for their own account a portion of the notes.
You must comply with all applicable laws and regulations in force in your jurisdiction and you must obtain any
consent, approval or permission required by you for the purchase, offer or sale of the notes under the laws and
regulations in force in your jurisdiction to which you are subject or in which you make such purchase, offer or sale,
and neither we nor any of the initial purchasers will have any responsibility therefor.
ii





INFORMATION FOR INVESTORS IN CERTAIN COUNTRIES
For information for investors in certain countries, see "Plan of Distribution" and "Transfer Restrictions."

iii





AVAILABLE INFORMATION
Clearing System
The notes have been accepted for clearance through Euroclear and Clearstream. In addition, application has
been made to have the notes accepted for trading in book-entry form by DTC. For the Rule 144A notes, the ISIN
number is US22550GAA04, the CUSIP number is 22550G AA0 and the common code is 194980965. For the
Regulation S Notes, the ISIN number is USP32466AA50, the CUSIP number is P32466 AA5 and the common code
is 194980973.
Rule 144 Information
We are not subject to the information requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "Exchange Act"). To permit compliance with Rule 144A under the Securities Act in connection with resales of
notes, we will be required under the indenture under which the notes are issued (the "Indenture"), upon the request
of a holder of Rule 144A notes or Regulation S notes (during the restricted period, as defined in the legend included
under "Transfer Restrictions"), to furnish to such holder and any prospective purchaser designated by such holder
the information required to be delivered under Rule 144A(d)(4) under the Securities Act, unless we either furnish
information to the SEC in accordance with Rule 12g3-2(b) under the Exchange Act or furnish information to the
SEC pursuant to Section 13 or 15(d) of the Exchange Act.
Any such request may be made to us in writing at our main office (See "--Principal Executive Offices").
Principal Executive Offices
The address of our principal executive offices, which is the business address of our Board of Directors, is
Avenida Insurgentes Sur No. 730, 20th Floor, Colonia del Valle Norte, Delegación Benito Juárez, 03103, Mexico
City, Mexico, Attention: Investor Relations.
Subsidiary Guarantors
The registered address for CREAL Nómina, S.A. de C.V. is Avenida Insurgentes Sur No. 730, 20th Floor,
Colonia del Valle Norte, Delegación Benito Juárez, 03103, Mexico City, Mexico. The registered address for Crédito
Real, S.A. is Calle 37, Avenida Perú, Edif Manuel Enrique, local 1, Calidonia a un costado del hotel Ávila, Ciudad
de Panamá, República de Panamá. The Subsidiary Guarantors are primarily engaged in the business of granting
consumer loans.
Available Documentation
For so long as the notes are listed and admitted to trading on the Official List of the Luxembourg Stock
Exchange and to trading on the Euro MTF Market of the Luxembourg Stock Exchange, copies of the following
items will be available in physical form at the address identified in the immediately preceding paragraph:
this offering memorandum;
a copy of our current by-laws (estatutos sociales);
our audited consolidated financial statements;
a copy of the Indenture; and
any other documents relating to the offering of the notes referred to herein.
The Indenture will further require that we furnish to the Trustee (as defined under "Description of the Notes--
General") all notices of meetings of the holders of notes and other reports and communications that are generally
made available to holders of the notes. At our written request, the Trustee will be required under the Indenture to
iv





mail these notices, reports and communications received by it from us to all record holders of the notes promptly
upon receipt. See "Description of the Notes."
We will make available to the holders of the notes, at the corporate trust office of the Trustee at our sole
expense, copies of the Indenture as well as this offering memorandum, and copies in English of our annual audited
consolidated financial statements and our quarterly unaudited consolidated financial statements. Information will
also be available at the office of the Luxembourg Listing Agent (as defined under "Description of the Notes--
General").
Listing
Application has been made to admit the notes to listing in the Official List of the Luxembourg Stock Exchange
and to trading on the Euro MTF of the Luxembourg Stock Exchange, in accordance with its rules. This offering
memorandum forms, in all material respects, the listing memorandum for admission to the Luxembourg Stock
Exchange. We will be required to comply with any undertakings given by us from time to time to the Luxembourg
Stock Exchange in connection with the notes, and to furnish all such information as the rules of the Luxembourg
Stock Exchange may require in connection with the listing of the notes.
Authorization
The proposed offering of the notes was approved by our Board of Directors on January 10, 2019.
No Material Adverse Change
Other than as disclosed in this offering memorandum, there has been no material adverse change in our
prospects since December 31, 2017, and there has been no significant change in our financial or trading position
since December 31, 2017.
No Material Litigation
See "Business--Litigation."
Company Registration
We are duly registered before the Public Registry of Commerce of Mexico City (Registro Público de Comercio
de la Ciudad de México), under number 170,184.
v





FORWARD-LOOKING STATEMENTS
Certain statements contained in this offering memorandum relating to our plans, forecasts and expectations
regarding future events, strategies and projections are forward-looking statements. Examples of such forward-
looking statements include, but are not limited to: (i) statements regarding our results of operations and financial
position; (ii) statements of plans, objectives or goals, including those related to our operations; and (iii) statements of
assumptions underlying such statements. Words such as "anticipate," "assume," "believe," "can," "consider,"
"continue," "could," "estimate," "expect," "foresee," "intend," "may," "might," "plan," "potential," "predict,"
"project," "seeks," "shall," "should," "strategy," "target," "will," "would," or the negative of these terms, and other
similar terms are used in this offering memorandum to identify such forward-looking statements. Forward-looking
statements included in this offering memorandum are based on our current expectations and projections related to
future events and trends which affect or would affect our business, the economy and other future conditions.
Forward-looking statements include risks, uncertainties, changes in circumstances that are difficult to predict
and assumptions, since these refer to future events and, therefore, do not represent any guarantee of future results.
Therefore, our financial condition and operating income, strategies, competitive position and market environment
may significantly differ from our estimates, in view of a number of factors, including, but not limited to:
general economic conditions in the countries in which we conduct our business and globally, and any
significant economic, political or social instability and other developments in those countries, and globally;
our ability to implement our operating strategy and business plan;
our ability to freely determine the interest rates we charge to our clients (including changes in relevant laws
and regulations, or judicial rulings that may result in the imposition of maximum limits on the interest rates
and fees and commissions for other services we charge our customers);
our ability to attract new customers, maintain our existing customers (in particular, significant customers),
and expand our business;
our level of capitalization and reserves;
our level of outstanding indebtedness, our ability to comply with the provisions set forth in our debt
instruments and make timely payments therein, and our ability to obtain new debt;
changes to or termination of our agreements and relationships with our loan distributors;
changes to the relationships our distributors have with government agencies and unions;
our ability to collect on our loans;
changes in the currency exchange rates, including the peso/U.S. dollar exchange rate;
increases in defaults by our customers, as well as any increase in our allowance for loan losses;
credit risks, market risks and any other risks related to financing activities;
competition in the Mexican markets for payroll loans, group loans, small business loans ("SME loans"),
mortgage loans and used car loans;
negative perception of our business by investors and authorities;
availability of funds and related funding costs;
the stability of global credit markets;
vi





changes in the economy that alter the demand for consumer goods, consequently affecting offer and
demand for our products and services;
loss of reputation of our brands;
inflation, devaluation of the peso and interest rate fluctuations in Mexico and other countries in which we
conduct our business;
risks inherent in international operations;
interruptions or failures in our technology systems;
difficulties, uncertainties, liabilities and regulations related to mergers, acquisitions or joint ventures;
trade barriers, including tariffs or import taxes and changes in existing trade policies or changes to, or
withdrawals from, free trade agreements, including the United States Mexico Canada Agreement
("USMCA"), to which Mexico is a party and which has been renegotiated recently, replacing the North
American Free Trade Agreement ("NAFTA");
changes in the policies of central banks and/or Mexico's or foreign governments, including policies related
to convertibility or transferability;
changes to accounting principles, laws, regulations, taxation and governmental policies related to our
activities, including, but not limited to, usury, consumer and financial services users protection laws,
austerity measures imposed by governments in the countries where we operate (such as job cuts,
reorganization of agencies or maximum limits on salaries for government employees);
loss of key personnel;
terrorist and organized criminal activities as well as geopolitical events;
adverse administrative or legal proceedings;
our clients' ability to pay their loans and the stability of their sources of income;
potential volatility in the foreign currency exchange market;
decreases in our credit ratings;
potential acquisitions, mergers or joint ventures;
voting interests of our majority shareholders;
declarations of insolvency, bankruptcy or becoming subject to "concurso mercantil," "quiebra" or similar
proceedings; and
other developments, factors or trends affecting our financial condition and our operating income, including
the risk factors presented under "Risk Factors" in this offering memorandum.
Therefore, our actual performance may be adversely affected and may significantly differ from the expectations
set forth in these forward-looking statements, which do not represent a guarantee of our future performance. In view
of these uncertainties, you must not rely on the estimates and forward-looking statements included in this offering
memorandum to make an investment decision.

vii





Forward-looking statements included herein are made only as of the date of this offering memorandum. Except
as required by law, we do not undertake any obligation to update any forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events or
circumstances.

viii





PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
Financial Information
This offering memorandum contains our audited consolidated financial statements as of December 31, 2015,
2016, and 2017 and for the years then ended, together with the notes thereto (which we refer to as the "audited
financial statements"), and our unaudited condensed consolidated interim financial statements as of September 30,
2018 and for the nine months ended September 30, 2017 and 2018, together with the notes thereto (which we refer
to as the "interim financial statements"). The audited financial statements and the interim financial statements are
referred to herein jointly as the "financial statements".
We are a non-regulated multipurpose financial entity (sociedad financiera de objeto múltiple, or "Sofom,"
entidad no regulada, or "Sofom E.N.R."), organized and operating under the General Law of Auxiliary Credit
Organizations and Credit Activities (Ley General de Organizaciones y Actividades Auxiliares del Crédito or
"LGOAC"), among others. We are under the supervision of and subject to the general provisions issued by the
CNBV in connection with prevention of transactions with illegal funds. Additionally, we are also subject to the
general provisions issued by the CNBV regarding accounting, external auditors, and external audit services.
Pursuant to article 78, 3rd paragraph of the General Provisions Applicable to Securities Issuers and other Securities
Market Participants (Disposiciones de carácter general aplicables a las emisoras de valores y otros participantes
del mercado de valores), the Company, as a Sofom that issues securities (other than debt instruments), has to
prepare and audit its financial statements under the accounting and audit criteria applicable to the regulated Sofomes
prescribed in article 87-D, section V of the LGOAC, established by the CNBV, which are contained in the General
Provisions Applicable to Public Bonded Warehouses, Exchange Houses, Credit Unions and Regulated Multipurpose
Financial Institutions and General Provisions Applicable to Credit Institutions (Disposiciones de carácter general
aplicables a los almacenes generales de despósito, casas de cambio, uniones de crédito y sociedades financieras de
objeto múltiple reguladas and Disposiciones de carácter general aplicables a las instituciones de crédito,
collectively "Sofom GAAP"). Sofom GAAP adheres to Mexican Financial Reporting Standards, which are
individually referred to as Financial Reporting Standards (Normas de Información Financiera), as established by the
Mexican Financial Reporting Standards Board (Consejo Mexicano de Normas de Información Financiera, A.C.),
modified in certain aspects based on the judgment of the CNBV in order to take into consideration the specialized
operations of financial institutions.
Sofom GAAP differs in certain significant respects from accounting principles generally accepted in the United
States ("U.S. GAAP"). See "Annex A--Summary of Certain Significant Differences Between Sofom GAAP and
U.S. GAAP" for a description of certain differences between Sofom GAAP and U.S. GAAP as they relate to us. We
are not providing any reconciliation to U.S. GAAP of the financial statements or other financial information in this
offering memorandum. We cannot assure you that a reconciliation would not identify material quantitative
differences between the financial statements or other financial information as prepared on the basis of Sofom GAAP
if such information were to be prepared on the basis of U.S. GAAP or any other accounting principles.
In connection with external auditors and external audit services, we are subject to the General Provisions
Applicable to Entities and Issuers Supervised by the CNBV that engage the Services for External Auditing of Basic
Financial Statements (Disposiciones de Carácter general aplicables a las entidades y emisoras supervisadas por la
comisión nacional bancaria y de valores que contraten servicios de auditoría externa de estados financieros
básicos, or "CUAE") issued by the CNBV on April 26, 2018 and in effect since August 1, 2018. Some of the most
important features and innovations of the CUAE include (i) uniform requirements applicable to financial entities and
other issuers subject to the regulations of the CNBV; (ii) new requirements in connection with the experience and
independence of the external auditors, such as at least ten years of experience in auditing assignments or duties to
provide audit services to issuers, and the decrease in the threshold to determine if an issuer is an important client of
the auditor from 20% to 10% of the auditor's annual revenue; (iii) the creation of a quality control system with the
specific requirements described on the CUAE; (iv) new reporting requirements for auditors with respect to certain
events affecting issuers, such as the obligation of auditors to report to the CNBV about any irregularities that might
jeopardize the company's solvency, liquidity or stability, and reduced deadlines to comply with the reporting
obligations of the external auditors; and (v) the obligation to draw up and implement an action plan to attend to the
observations made by the external auditors.
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Document Outline