Obbligazione Arrowcrest Global PLC 5.125% ( XS1486544254 ) in GBP

Emittente Arrowcrest Global PLC
Prezzo di mercato 100 GBP  ▲ 
Paese  Regno Unito
Codice isin  XS1486544254 ( in GBP )
Tasso d'interesse 5.125% per anno ( pagato 2 volte l'anno)
Scadenza 15/09/2024 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione Arrow Global Finance PLC XS1486544254 in GBP 5.125%, scaduta


Importo minimo 100 000 GBP
Importo totale 320 000 000 GBP
Descrizione dettagliata Arrow Global Finance PLC č una societą di gestione di crediti in sofferenza con sede nel Regno Unito, operante principalmente nel Regno Unito, Spagna, Italia e Portogallo.

The Obbligazione issued by Arrowcrest Global PLC ( United Kingdom ) , in GBP, with the ISIN code XS1486544254, pays a coupon of 5.125% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/09/2024







Listing Particulars
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
Guaranteed on a senior secured basis by Arrow Global Guernsey Holdings Limited and certain of its
subsidiaries
285,000,000 Senior Secured Floating Rate Notes due 2026
Interest payable on March 1, June 1, September 1 and December 1
£100,000,000 5.125% Senior Secured Notes due 2024
Interest payable on March 15 and September 15
Arrow Global Finance plc (the Issuer), a public limited company incorporated under the laws of England and Wales, is hereby offering (the Offering)
285,000,000 Senior Secured Floating Rate Notes due 2026 (the Euro Notes) and £100,000,000 5.125% Senior Secured Notes due 2024 (the Additional
Sterling Notes, and, together with the Euro Notes, the Offered Notes).
The Additional Sterling Notes will be issued as additional notes under an indenture dated September 9, 2016 (the 2024 Indenture) pursuant to which the Issuer
issued £220,000,000 aggregate principal amount of its 5.125% Senior Secured Notes due 2024 (the Original 2024 Notes, and, together with the Additional
Sterling Notes, the 2024 Notes). The Additional Sterling Notes will be a part of the same series as the Issuer's Original 2024 Notes and will be treated as a single
class for all purposes of the 2024 Indenture, including, without limitation, with respect to waivers, amendments, redemptions and offers to purchase, except as
otherwise specified, and will be fully fungible with the Original 2024 Notes.
The Issuer is a finance subsidiary of Arrow Global Guernsey Holdings Limited (AGGHL), which in turn is a subsidiary of Arrow Global Group PLC (AGG). The net
proceeds of the Offering, together with cash on hand, will be used to (i) redeem the Issuer's 230,000,000 Senior Secured Floating Rate Notes due 2023 (the
2023 Notes) and pay the related make-whole cost, (ii) pay the purchase price for the Parr acquisition (as defined below) and the Proposed Europa Investimenti
acquisition (as defined below) and (iii) partially repay drawings under the Arrow Global Revolving Credit Facility (as defined below). The offerings of the Euro
Notes and the Additional Sterling Notes are not conditional on one another.
Interest will be paid on the Euro Notes quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2018. The Euro
Notes will bear interest at a rate per annum equal to the three-month Euro Inter-bank Offered Rate (EURIBOR) plus 3.75% per year, reset quarterly, provided that
EURIBOR shall never be less than 0%. The Euro Notes will mature on March 1, 2026.
Interest will be paid on the Additional Sterling Notes semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2018.
The Issuer may redeem some or all of the Euro Notes on or after March 1, 2020 at the redemption prices set out in these Listing Particulars (this Offering
Memorandum). Prior to March 1, 2020, the Issuer may redeem, at its option, some or all of the Euro Notes at a redemption price equal to 100% of the principal
amount thereof, plus accrued and unpaid interest, if any, plus the applicable "make-whole" premium, as described in this Offering Memorandum. Prior to March 1,
2020, the Issuer may redeem up to 40% of the aggregate principal amount of the Euro Notes using the net cash proceeds from certain equity offerings at a price
equal to 103.750% of the principal amount thereof, plus accrued and unpaid interest, if any, if at least 60% of the originally issued aggregate principal amount of the
Euro Notes remains outstanding. Additionally, the Issuer may redeem all, but not less than all, of the Euro Notes in the event of certain developments affecting
taxation. Upon the occurrence of certain events constituting a Change of Control, as defined herein, the Issuer may be required to make an offer to repurchase all of
the Euro Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any.
The Issuer may redeem some or all of the 2024 Notes, including the Additional Sterling Notes, on or after September 15, 2019 at the redemption prices set out in
this Offering Memorandum. Prior to September 15, 2019, the Issuer may redeem, at its option, some or all of the 2024 Notes, including the Additional Sterling
Notes, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus the applicable "make-whole" premium,
as described in this Offering Memorandum. Prior to September 15, 2019, the Issuer may redeem up to 40% of the aggregate principal amount of the 2024 Notes,
including the Additional Sterling Notes, using the net cash proceeds from certain equity offerings at a price equal to 105.125% of the principal amount thereof,
plus accrued and unpaid interest, if any, if at least 60% of the originally issued aggregate principal amount of the 2024 Notes, including the Additional Sterling
Notes, remains outstanding. Additionally, the Issuer may redeem all, but not less than all, of the 2024 Notes, including the Additional Sterling Notes, in the event
of certain developments affecting taxation. Upon the occurrence of certain events constituting a Change of Control, as defined herein, the Issuer may be required
to make an offer to repurchase all the Additional Sterling Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any.
The Offered Notes will be the general obligations of the Issuer 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 Offered Notes, will be pari passu in right of payment among themselves and with all existing and future indebtedness of
the Issuer that is not expressly subordinated in right of payment to the Offered Notes, will be effectively senior to all existing and future indebtedness of the Issuer
and its subsidiaries that is unsecured or secured by liens junior to the liens securing the Offered Notes, will be effectively subordinated to all existing and future
indebtedness of the Issuer and its subsidiaries that is secured by liens senior to the liens securing the Offered Notes, or secured by property and assets that do
not secure the Offered Notes, to the extent of the value of the property and assets securing such indebtedness, and will be effectively subordinated to all
obligations of the subsidiaries of the Issuer that do not guarantee the Offered Notes.
From the Issue Date, the Offered Notes will be guaranteed (the Guarantees) on a senior basis by AGGHL, its subsidiary Arrow Global Investments Holdings
Limited (AGIHL) (together, the Parent Guarantors) and certain other subsidiaries of AGGHL (the Subsidiary Guarantors and, together with the Parent
Guarantors, the Guarantors). The Offered Notes will not be guaranteed by AGG.
From the Issue Date, the Offered Notes will be secured by substantially all of the assets of the Issuer and the Guarantors (other than the Portuguese Guarantors
as defined below) (the Collateral), including first-priority security interests in the shares of the Issuer, AGIHL and the Subsidiary Guarantors (other than the
Portuguese Guarantors), as described in "Description of the Euro Notes--Security" and "Description of the Additional Sterling Notes--Security." The Collateral
also secures our obligations under the Issuer's Original 2024 Notes, the Issuer's 400,000,000 Senior Secured Floating Rate Notes due 2025 (the 2025 Notes,
and, together with the Original 2024 Notes, the Existing Notes), and the Arrow Global Revolving Credit Facility, and may also secure additional debt in the future.
Pursuant to the terms of the Intercreditor Agreement, any liabilities in respect of obligations under the Arrow Global Revolving Credit Facility and certain hedging
obligations that are secured by assets that also secure our obligations under the Offered Notes and the Guarantees will receive priority with respect to any
proceeds received upon any enforcement action over any such assets. The Collateral may be released in circumstances described in "Description of the Euro
Notes--Security" and "Description of the Additional Sterling Notes--Security." In the event of enforcement of the Collateral, the holders of the Offered Notes will
receive proceeds from the Collateral only after the lenders under the Arrow Global Revolving Credit Facility and counterparties to certain hedging obligations
have been repaid in full. See "Description of the Euro Notes--Security" and "Description of the Additional Sterling Notes--Security."
This Offering Memorandum constitutes a prospectus for the purpose of part IV of the Luxembourg law dated July 10, 2005 on prospectuses for securities, as
amended, and for the purpose of the rules and regulations of the Luxembourg Stock Exchange.
There is currently no public market for the Offered Notes. Application has been made for listing particulars to be approved by the Luxembourg Stock Exchange and
for the Euro Notes and the Additional Sterling Notes to be admitted to the Official List of the Luxembourg Stock Exchange and to be admitted for trading on the
Euro MTF Market thereof. The Original 2024 Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on its Euro MTF Market,
but there can be no assurance that the Offered Notes offered hereby will be listed and admitted to trading on the Euro MTF Market. The Euro MTF Market of the
Luxembourg Stock Exchange is not a regulated market pursuant to the provisions of Directive 2004/39/EC on markets in financial instruments.
Investing in the Offered Notes involves a high degree of risk. See "Risk Factors" beginning on page 41.
Issue Price for the Euro Notes: 100% plus accrued interest, if any, from and including the Issue Date
Issue Price for the Additional Sterling Notes: 99.5% plus accrued interest, if any, from and including the Issue Date
The Offered Notes and the Guarantees have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the U.S.
Securities Act), or the laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. In the United States, the Offering is being
made only to qualified institutional buyers (QIBs) within the meaning of Rule 144A under the U.S. Securities Act (Rule 144A) in compliance with Rule 144A.
Prospective purchasers of the Offered Notes that are QIBs 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, the Offering is being made in reliance on Regulation S under the
U.S. Securities Act (Regulation S). For additional information about eligible offerees and transfer restrictions, see "Transfer Restrictions."
The Additional Sterling Notes will be issued in registered form in minimum denominations of £100,000 and integral multiples of £1,000 in excess thereof. The
Euro Notes will be issued in registered form in minimum denominations of 100,000 and integral multiples of 1,000 in excess thereof. The Offered Notes will be
represented by one or more global notes and we expect to deliver the Offered Notes in book-entry form through Euroclear Bank SA/NV (Euroclear) and
Clearstream Banking, S.A. (Clearstream) on or about March 15, 2018. See "Book-Entry; Delivery and Form."
Joint Physical Bookrunners and Joint Global Coordinators
for the Euro Notes
for the Additional Sterling Notes
J.P. Morgan
HSBC
HSBC
J.P. Morgan
Joint Bookrunners
ABN AMRO
DNB Markets
Lloyds Bank
NatWest Markets
Listing Particulars dated March 15, 2018


TABLE OF CONTENTS
Important Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
Use of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xi
Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xvii
Market and Industry Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xxiv
Exchange Rate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xxv
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Summary Historical Consolidated Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . .
29
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
Selected Historical Consolidated Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . .
94
Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
152
Regulation and Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
186
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
206
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
214
Certain Relationships and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
215
Description of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
216
Description of the Euro Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
230
Description of the Additional Sterling Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
305
Book-Entry; Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
378
Certain Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
383
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
389
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
392
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
396
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
400
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
400
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
401
Service of Process and Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
402
Limitations on Validity and Enforceability of Guarantees and Security and Certain Insolvency
Law Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
403
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
418
Index to Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i


IMPORTANT INFORMATION
In this Offering Memorandum:
·
Issuer refers to Arrow Global Finance plc, a public limited company incorporated under the laws
of England and Wales; and
·
Parent Guarantors refer to Arrow Global Guernsey Holdings Limited, a non-cellular company
limited by shares incorporated under the laws of Guernsey (AGGHL), and Arrow Global
Investments Holdings Limited, a private limited company incorporated under the laws of England
and Wales (AGIHL). AGGHL owns 100% of the shares of AGIHL, which in turn holds 100% of the
shares of the Issuer.
The ultimate parent company of the Parent Guarantors, their respective subsidiaries and the Issuer is
Arrow Global Group PLC (AGG), a public limited company incorporated under the laws of England
and Wales whose shares are listed on the London Stock Exchange. The Issuer, the Parent Guarantors
and the Subsidiary Guarantors are wholly owned by AGG and are fully consolidated in the financial
statements of AGG. AGG is neither a guarantor of the Offered Notes or the Existing Notes nor
otherwise subject to the Indenture or the Existing Indentures. See "Summary--Corporate and
Financing Structure" for a diagram depicting the simplified corporate structure of AGG and its
consolidated subsidiaries (collectively, the Consolidated Group). AGG's registered office is located at
Belvedere, 12 Booth Street, Manchester M2 4AW. AGG's telephone number is +44 800 130 0169.
Except where the context otherwise requires or it is otherwise indicated, AGGHL and its consolidated
subsidiaries are referred to collectively as the AGGHL Group, and the Consolidated Group, we, us
and our refer to AGG and its consolidated subsidiaries. In "Description of the Euro Notes,"
"Description of the Additional Sterling Notes" and "Description of Other Indebtedness," AGGHL is
referred to as the Company.
In making an investment decision, prospective investors must rely on their own examination of the
Consolidated Group and the terms of the Offering, including the merits and risks involved. In addition,
neither we, nor J.P. Morgan Securities plc, HSBC Bank plc, ABN AMRO Bank N.V., DNB Markets, a
division of DNB Bank ASA, The Royal Bank of Scotland plc (trading as NatWest Markets) and Lloyds
Bank plc (the Initial Purchasers) nor any of our or their respective representatives is making any
representation to you regarding the legality of an investment in the Offered Notes, and you should not
construe anything in this Offering Memorandum as legal, business or tax advice. You should consult
your own advisors as to legal, tax, business, financial and related aspects of an investment in the
Offered Notes. You must comply with all laws applicable in any jurisdiction in which you buy, offer or
sell the Offered Notes or possess or distribute this Offering Memorandum, 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.
We accept responsibility for the information contained in this Offering Memorandum. To the best of
our knowledge and belief, the information contained in this Offering Memorandum with regard to us
and our subsidiaries and the Offered Notes is in accordance with the facts and does not omit anything
likely to affect the import of such information. The information contained in this Offering Memorandum
is as of the date hereof. Neither the delivery of this Offering Memorandum at any time after the date of
publication nor any subsequent commitment to purchase the Offered Notes shall, under any
circumstances, create an implication that there has been no change in the information set forth in this
Offering Memorandum or in our business since the date of this Offering Memorandum.
The Initial Purchasers, the Trustee, the Security Agent and the agents 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 and each of the Initial
Purchasers and their respective affiliates or agents accordingly disclaims all and any liability whether
arising in tort or contract or otherwise, which it might otherwise have in respect of this Offering
Memorandum or any such information.
The information contained in this Offering Memorandum has been furnished by us and other sources
we believe to be reliable. This Offering Memorandum contains summaries, believed to be accurate, of
some of the terms of specific documents, but reference is made to the actual documents, copies of
which will be made available upon request, for the complete information contained in those
ii


documents. You should contact us or the Initial Purchasers with any questions about the Offering or if
you require additional information to verify the information contained in this Offering Memorandum. All
summaries are qualified in their entirety by this reference. Copies of such documents and other
information relating to the issuance of the Offered Notes and the Guarantees will be available at the
specified offices of the listing agent in Luxembourg. See "Listing and General Information."
By receiving this Offering Memorandum, you acknowledge that you have not relied on the Initial
Purchasers in connection with your investigation of the accuracy of this information or your decision
whether to invest in the Offered Notes.
No person is authorized in connection with any offering made by this Offering Memorandum to give
any information or to make any representation not contained in this Offering Memorandum and, if
given or made, any other information or representation must not be relied upon as having been
authorized by the Issuer, the Guarantors or the Initial Purchasers. The information contained in this
Offering Memorandum is accurate as of the date hereof. Neither the delivery of this Offering
Memorandum at any time nor any subsequent commitment to purchase the Offered Notes and the
Guarantees shall, under any circumstances, create any implication that there has been no change in
the information set forth in this Offering Memorandum or in the business of the Issuer or the
Guarantors since the date of this Offering Memorandum.
The Offered Notes and the Guarantees are subject to restrictions on transferability and resale and may
not be transferred or resold, except as permitted under the U.S. Securities Act and applicable state
securities laws, pursuant to registration or exemption therefrom. So long as the Offered Notes are
listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF
Market, the Offered Notes will otherwise be freely transferable and negotiable. As a prospective
investor, you should be aware that you may be required to bear the financial risks of this investment
for an indefinite period of time. See "Plan of Distribution" and "Transfer Restrictions."
AGGHL is not licensed or registered in Guernsey by the Guernsey Financial Services Commission (the
GFSC) or registered or authorized by the GFSC as a collective investment scheme, and the GFSC has
not and will not approve the content or dissemination of this Offering Memorandum or any other
document relating to or in connection with the Offered Notes and the Guarantees. Pursuant to the
Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended (the POI Law), AGGHL shall
not, in any documents issued by it, make any statements, promises or forecasts that it knows to be
misleading, false or deceptive in a material particular, or dishonestly conceal any material facts, or
recklessly make (dishonestly or otherwise) a statement, promise or forecast that is misleading, false or
deceptive in a material particular.
Failure to comply with the foregoing requirements of the POI Law is a criminal offense and may render
the directors of AGGHL liable to prosecution. Further, any contract agreed with an investor in
contravention of the POI Law may be unenforceable and the investor may be entitled to a return of
any monies paid.
The Offered Notes and the Guarantees may not be offered directly to the public in or from within the
Bailiwick of Guernsey other than by persons regulated under the POI Law or to persons regulated
under any of Guernsey's financial services regulatory laws including, without limitation, a person
licensed under the POI Law and in each case provided that the offeror and the offering documents
comply with the requirements of the POI Law and all applicable rules, regulations and guidance notes
issued by the GFSC.
We intend to list the Offered Notes on the Official List of the Luxembourg Stock Exchange for trading
on the Euro MTF Market, and have submitted this Offering Memorandum to the competent authority in
connection with the listing application. 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. 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 in respect of the Guarantors. We may also be
required to update the information in this Offering Memorandum to reflect changes in our business,
financial condition or results of operations and prospects. We cannot guarantee that our application
for admission of the Offered Notes to trading on the Euro MTF Market and to list the Offered Notes on
the Official List of the Luxembourg Stock Exchange will be approved and settlement of the Offered
Notes is not conditioned on obtaining this listing.
iii


We and the Initial Purchasers reserve the right to reject all or a part of any offer to purchase the
Offered Notes, for any reason. We and the Initial Purchasers also reserve the right to sell less than all
the Offered Notes offered by this Offering Memorandum or to sell to any purchaser less than the
amount of Notes it has offered to purchase.
This Offering Memorandum contains references to credit ratings. A credit rating is not a
recommendation to buy, sell or hold the Offered Notes or any other securities, and does not comment
on the adequacy of market price or the suitability of any security for a particular investor. A credit
rating may be subject to revision, suspension or withdrawal at any time by the relevant credit rating
agency. Neither the rating agency nor the Issuer is obligated to provide the holders of the Offered
Notes with any notice of any revision, suspension or withdrawal of any rating. The credit ratings
referred to in this Offering Memorandum have been issued by Standard & Poor's Credit Market
Services Europe Limited (S&P), which is established in the European Union and is registered under
Regulation (EC) No. 1060/2009 of the European Parliament and of the Council of 16 September 2009
on credit rating agencies.
This Offering Memorandum is confidential and has been prepared by us solely for use in connection
with the Offering. The distribution of this Offering Memorandum and the offer and sale of the Offered
Notes and the Guarantees are restricted by law in some jurisdictions. This Offering Memorandum
does not constitute an offer to sell or an invitation to subscribe for or purchase any of the Offered
Notes and the Guarantees in any jurisdiction in which such offer or invitation is not authorized or to
any person to whom it is unlawful to make such an offer or invitation. Each prospective offeree or
purchaser of the Offered Notes and the Guarantees must comply with all applicable laws and
regulations in force in any jurisdiction in which it purchases, offers or sells the Offered Notes and the
Guarantees or possesses or distributes this Offering Memorandum, and must obtain any consent,
approval or permission required under any regulations in force in any jurisdiction to which it is subject
or in which it makes such purchases, offers or sales, and neither the Issuer nor the Initial Purchasers
shall have any responsibility thereof. See "Important Information--Notice to prospective U.S.
Investors," "Important Information--Notice to Certain European Investors," "Plan of Distribution" and
"Transfer Restrictions."
Investing in the Offered Notes involves a high degree of risk. See "Risk Factors" beginning on
page 41.
TAX CONSIDERATIONS
Prospective purchasers of the Offered Notes are advised to consult their own tax advisors as to the
consequences of purchasing, holding and disposing of the Offered Notes, including, without
limitation, the application of U.S. federal tax laws to their particular situations, as well as any
consequences to them under the laws of any other taxing jurisdiction, and the consequences of
purchasing the Offered Notes at a price other than the initial issue price. See "Certain Tax
Considerations."
STABILIZATION OF THE EURO NOTES
IN CONNECTION WITH THE ISSUE OF THE EURO NOTES, J.P. MORGAN SECURITIES PLC
(THE EURO STABILIZING MANAGER) (OR PERSONS ACTING ON BEHALF OF THE EURO
STABILIZING MANAGER) MAY OVER-ALLOT EURO NOTES OR EFFECT TRANSACTIONS WITH
A VIEW TO SUPPORTING THE MARKET PRICE OF THE EURO NOTES AT A LEVEL HIGHER
THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILIZATION MAY NOT
NECESSARILY OCCUR. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE
ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE
EURO NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO
LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE EURO NOTES AND
60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE EURO NOTES.
STABILIZATION OF THE ADDITIONAL STERLING NOTES
IN CONNECTION WITH THE ISSUE OF THE ADDITIONAL STERLING NOTES, HSBC BANK PLC
(THE STERLING STABILIZING MANAGER) (OR PERSONS ACTING ON BEHALF OF THE
STERLING STABILIZING MANAGER) MAY OVER-ALLOT STERLING NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE ADDITIONAL
iv


STERLING NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER,
HOWEVER,
STABILIZATION
MAY
NOT
NECCESARILY
OCCUR.
ANY
STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE ADDITIONAL STERLING NOTES
IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE ADDITIONAL STERLING NOTES AND
60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE ADDITIONAL STERLING NOTES.
NOTICE TO PROSPECTIVE U.S. INVESTORS
Each purchaser of the Offered Notes will be deemed to have made the representations, warranties
and acknowledgements that are described in this Offering Memorandum under "Transfer
Restrictions."
The Offered Notes and the Guarantees have not been and will not be registered under the U.S.
Securities Act or with the U.S. Securities and Exchange Commission (the SEC) or any other securities
regulatory authority of any state or other jurisdiction in the United States and may not be offered or
sold in the United States, except to QIBs within the meaning of Rule 144A, in reliance on the
exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A.
Prospective investors are hereby notified that sellers of the Offered Notes may be relying on the
exemption from the registration requirements of Section 5 of the U.S. Securities Act provided by Rule
144A. The Offered Notes may be offered and sold outside the United States in reliance on Regulation
S. For a description of certain restrictions on transfers of the Offered Notes, see "Transfer
Restrictions."
The securities offered hereby have not been reviewed or recommended by any U.S. federal or state
securities commission or regulatory authority. Furthermore, the foregoing authorities have not passed
upon the merits of the Offering or confirmed the accuracy or determined the adequacy of this Offering
Memorandum. Any representation to the contrary is a criminal offense under the laws of the United
States.
NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
This Offering Memorandum has been prepared on the basis that all offers of Notes will be made
pursuant to an exemption under the Prospectus Directive, as amended, as implemented in Member
States of the European Economic Area (EEA), from the requirement to produce a prospectus for offers
of the Offered Notes. Accordingly, any person making or intending to make any offer within the EEA of
the Offered Notes that are subject of the Offering contemplated in this Offering Memorandum must
only do so in circumstances in which no obligation arises for the Issuer, any of the Guarantors or the
Initial Purchasers to produce a prospectus for such offer. Neither the Issuer nor any Guarantor nor the
Initial Purchasers have authorized, nor do they authorize, the making of any offer of the Offered Notes
through any financial intermediary, other than offers made by the Initial Purchasers, which constitute
the final placement of the Offered Notes contemplated in this Offering Memorandum. The expression
Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including Directive
2010/73/EU, to the extent implemented in the Relevant Member State) and includes any relevant
implementing measure in the Relevant Member State.
In relation to each Member State of the EEA that has implemented the Prospectus Directive (each, a
Relevant Member State), with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the Relevant Implementation Date), no offer has been
made and no offer will be made of the Offered Notes to the public in that Relevant Member State prior
to the publication of a prospectus in relation to the Offered Notes that has been approved by the
competent authority in that Relevant Member State or, where appropriate, approved in another
Relevant Member State and notified to the competent authority in that Relevant Member State, all in
accordance with the Prospectus Directive, except that, with effect from and including the Relevant
Implementation Date, an offer of the Offered Notes may be made to the public in that Relevant
Member State at any time:
(i)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
v


(ii) to fewer than 150 natural or legal persons (other than "qualified investors" as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, 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 3(2) of the Prospectus Directive,
provided that no such offer of Notes shall result in a requirement for the publication by the Issuer, any
Guarantor or the Initial Purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any
Offered Notes in any Relevant Member State means the communication in any form and by any
means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to
enable an investor to decide to purchase or subscribe for the Offered Notes, as such expression may
be varied in the Relevant Member State by any measure implementing the Prospectus Directive in that
Relevant Member State.
Each subscriber for or purchaser of the Offered Notes in the Offering located within a Relevant
Member State will be deemed to have represented, acknowledged and agreed that it is a "qualified
investor" within the meaning of Article 2(1)(e) of the Prospectus Directive. The Issuer, any Guarantor,
the Initial Purchasers and their respective affiliates, and others will rely upon the truth and accuracy of
the foregoing representation, acknowledgement and agreement. Notwithstanding the above, a person
who is not a qualified investor and who has notified the Initial Purchasers of such fact in writing may,
with the consent of the Initial Purchasers, be permitted to subscribe for or purchase the Offered Notes
in the Offering.
The Offered 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); (ii) a customer within the meaning of
Directive 2002/92/EC (as amended, the Insurance Mediation Directive), where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Directive. Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended the PRIIPs Regulation) for offering or selling
the Offered Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Offered Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
Professional Investors and ECPs only target market
Solely for the purposes of the manufacturers' product approval process, the target market assessment
in respect of the Offered Notes has led the manufacturers to the conclusion that: (i) the target market
for the Offered Notes is eligible counterparties and professional clients only, each as defined in MiFID
II; and (ii) all channels for distribution of the Offered Notes to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the Offered Notes
(a distributor) should take into consideration the manufacturers' target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Offered Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
United Kingdom
This Offering Memorandum is for distribution only to persons who (i) have professional experience in
matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order), (ii) are
persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations,
etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom (the UK) or (iv) are persons
to whom an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any
Offered Notes may otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as relevant persons). This Offering Memorandum is directed only
at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
Any investment or investment activity to which this Offering Memorandum relates is available only to
relevant persons and will be engaged in only with relevant persons.
vi


The Netherlands
Each Initial Purchaser has represented and agreed that any Offered Notes will only be offered in The
Netherlands to Qualified Investors (as defined in the Prospectus Directive), unless such offer is made
in accordance with the Dutch Financial Supervision Act (Wet op het financieel toezicht).
vii


FORWARD-LOOKING STATEMENTS
This Offering Memorandum includes forward-looking statements. When used in this document, the
words "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "targeted,"
"intend," "may," "plan," "potential," "predict," "project," "should" or "will" and similar expressions, as
they relate to us, our management or third parties, identify forward-looking statements.
Forward-looking statements include statements regarding our business strategy, financial condition,
results of operations and market data, as well as any other statements that are not historical facts.
These statements reflect beliefs of our management, as well as assumptions made by our
management and information currently available to us. By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors because they relate to events and
depend on circumstances that may or may not occur in the future. Although we believe that these
beliefs and assumptions are reasonable, these statements are subject to numerous factors, risks and
uncertainties that could cause actual outcomes and results to be materially different from those
projected, and we therefore caution you that forward-looking statements are not guarantees of future
performance. These factors, risks and uncertainties expressly qualify all subsequent oral and written
forward-looking statements attributable to us or persons acting on our behalf and include, among
others, the following:
·
changes in our customers' financial circumstances, including becoming subject to personal
insolvency procedures, and other factors affecting the ability of our customers to pay their debts,
whether resulting from changes in the economic environment in the markets in which we operate,
including, among other factors, as a result of a withdrawal of the UK from the EU, or otherwise;
·
failure to comply with applicable legislation, regulation or codes of conduct of the debt purchase
market and the broader consumer credit and consumer mortgage servicing industries, or
changes to the regulatory environment in the jurisdictions in which we currently operate or may in
the future operate, including by reason of a withdrawal of the UK from the EU;
·
constraints on our ability to obtain, share and retain customer data under privacy, data protection
and related laws;
·
deterioration in the value of the debt portfolios we have purchased or the inability to collect
sufficient amounts on our current and future debt portfolios and future purchases;
·
failure of statistical models and analytical tools to accurately project remaining cash flow from our
debt portfolios;
·
an insufficient supply of debt portfolios available to purchase, or our inability to obtain sufficient
funding to purchase further available debt portfolios;
·
our clients' unwillingness to renew debt collection contracts with us or our inability to win new
debt contracts, replace terminated forward flow agreements or manage our commitments under
our forward flow agreements;
·
our clients' unwillingness to outsource debt collection to us or sell debt portfolios to us;
·
inability to compete on the basis of price or the loss of competitive advantages;
·
failure, inaccuracy or loss of access to our data analytics systems, IT systems or proprietary
customer profiles, or our competitors' development of comparable tools;
·
loss of key relationships with vendors of debt portfolios, third-party debt collection agencies and
other business partners;
·
failure by our third-party suppliers and partners to adequately perform or comply with applicable
laws and regulations;
·
inability to manage our growth and maintain effective operations in line with growth;
·
security breaches, interruptions in technology, increased technology costs or an inability to
successfully anticipate, manage or adopt technological advances within our industry;
·
seasonal purchase and business patterns;
·
negative attention and news regarding the debt collection industry and individual debt collectors;
viii


·
failure to retain senior management and other key employees;
·
effects on our results from our inability to obtain account documents for some of the accounts
that we purchase;
·
purchase of portfolios containing accounts that are not eligible to be collected or are subject to
limitations and requirements imposed by parties selling the portfolios to us;
·
revaluation of our purchased loan portfolios;
·
inability to meet financial and other reporting requirements or implement effective internal control
and portfolio pricing standards;
·
failure by us, and/or our DCAs, to service underlying accounts in our debt portfolios;
·
operational errors in our collection process;
·
examinations and challenges by tax authorities and ongoing risks of litigation;
·
inability to complete, integrate effectively and realize the benefits of current or potential future
acquisitions and business combinations, including achieving any anticipated synergies;
·
failure by us, and/or third parties, to protect proprietary processes and systems;
·
purchase of portfolios pursuant to pre-determined fixed arrangements at higher prices than
desired;
·
fluctuations in foreign exchange rates and rising interest rates;
·
exposure to unexpected risk and potential losses through derivative transactions;
·
risks related to the servicing and financing of our debt and any future debt that we may incur;
·
risks related to the restrictive covenants under the terms of the agreements governing our
indebtedness, which limit our operating flexibility; and
·
other risks associated with our capital structure, our indebtedness, the Offered Notes, the
Guarantees, the Collateral and the Offering.
See "Risk Factors" for further details.
The foregoing factors and other factors described under "Risk Factors" should not be construed as
exhaustive. We do not assume any obligation, and do not intend, to update any forward-looking
statements and disclaim any obligation to update our view of any risks or uncertainties described
herein or to publicly announce the result of any revisions to the forward-looking statements made in
this Offering Memorandum, except as required by law.
We urge you to read carefully the sections of this Offering Memorandum entitled "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of Operations," "Industry"
and "Business" for a more detailed discussion of the factors that could affect our future performance,
our industry and the markets in which we operate. In light of these risks, uncertainties and
assumptions, the forward-looking events described in this Offering Memorandum may not be accurate
or occur at all. Accordingly, prospective investors should not place undue reliance on these
forward-looking statements, which speak only as of the date on which the statements were made. In
addition, from time to time we and our representatives, acting in respect of information provided by
us, have made or may make forward-looking statements orally or in writing. These forward-looking
statements may be included in, but are not limited to, press releases (including on our website),
reports to our security holders and other communications. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, there can be no assurance that such
expectations will prove to be correct.
In addition, this Offering Memorandum contains information concerning our industry generally, which
is forward-looking in nature and based on a variety of assumptions regarding the ways in which our
industry will develop. We have based these assumptions on information currently available to us,
including through the market research and industry reports referred to in this Offering Memorandum.
Although we believe that this information is reliable, we have not independently verified and cannot
guarantee its accuracy or completeness. If any one or more of these assumptions turn out to be
incorrect, actual market results may differ from those predicted. While we do not know what impact
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Document Outline