Obbligazione Verisure Holding AB 5.75% ( XS1720019394 ) in SEK

Verisure Holding AB

100 SEK ▼

Svezia

XS1720019394 ( in SEK )

5.75% per anno ( pagato 4 volte l'anno)

30/11/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Verisure Midholding AB XS1720019394 in SEK 5.75%, scaduta

1 250 000 SEK

1 650 000 000 SEK

Verisure Midholding AB è la società madre del gruppo Verisure, operante nel settore della sicurezza domestica e aziendale, fornendo servizi di allarme, sorveglianza e teleassistenza.

The Obbligazione issued by Verisure Holding AB ( Sweden ) , in SEK, with the ISIN code XS1720019394, pays a coupon of 5.75% per year.
The coupons are paid 4 times per year and the Obbligazione maturity is 30/11/2023

OFFERING MEMORANDUM

NOT FOR GENERAL DISTRIBUTION

IN THE UNITED STATES

Verisure Midholding AB (publ)
1,145,000,000 (equivalent) Senior Notes
980,000,000 53/4% Senior Notes due 2023
SEK 1,650,000,000 Floating Rate Senior Notes due 2023
Verisure Midholding AB (publ) (the "Issuer"), a public limited liability company existing under the laws of
Sweden, is offering (the "Offering") 1,145.0 million (equivalent) aggregate principal amount of its Senior Notes,
comprised of 980.0 million aggregate principal amount of its 53/4% Senior Notes due 2023 (the "Euro Notes") and SEK
1,650.0 million aggregate principal amount of its Floating Rate Senior Notes due 2023 (the "SEK Notes" and, together with
the Euro Notes, the "Notes"). The Notes will be issued pursuant to an indenture (the "Indenture") to be dated November 24,
2017 (the "Issue Date"), among, inter alios, the Issuer, the Guarantors (as defined below), and Wilmington Trust, National
Association, as trustee (the "Trustee") and Wilmington Trust (London) Limited as security agent (the "Security Agent").
The Issuer will pay interest on the Euro Notes at a rate of 5.750% per annum, payable semi-annually in arrears on
December 1 and June 1, of each year, commencing on June 1, 2018. The Euro Notes will mature on December 1, 2023.
Prior to December 1, 2019, the Issuer will be entitled, at its option, to redeem all or a portion of the Euro Notes by paying a
"make-whole" premium. In addition, prior to December 1, 2019, the Issuer may redeem at its option up to 40% of the
original principal amount of the Euro Notes with the net proceeds from certain equity offerings at the redemption price set
forth in this offering memorandum, provided that at least 60% of the original principal amount of the Euro Notes remains
outstanding. At any time on or after December 1, 2019, the Issuer may redeem all or part of the Euro Notes at the
redemption prices set forth in this offering memorandum.
The Issuer will pay interest on the SEK Notes at a rate per annum, reset quarterly, equal to three-month STIBOR
(subject to a 0% floor) plus 575 basis points, payable quarterly in arrears on December 1, March 1, June 1 and September 1,
of each year, commencing on March 1, 2018. The SEK Notes will mature on December 1, 2023. Prior to December 1,
2019, the Issuer will be entitled, at its option, to redeem all or a portion of the SEK Notes by paying a "make-whole"
premium. At any time on or after December 1, 2019, the Issuer may redeem all or part of the SEK Notes at the redemption
prices set forth in this offering memorandum.
In addition, the Issuer may redeem all, but not part, of the Notes at a price equal to 100% of the principal amount
upon the occurrence of certain changes in applicable tax law. If a change of control occurs, each holder of the Notes may
require the Issuer to repurchase all or a portion of its Notes at 101% of the principal amount thereof, plus accrued and
unpaid interest and additional amounts, if any.
The Notes will be senior obligations of the Issuer and will be guaranteed (the "Guarantees") on the Issue Date on
a senior subordinated basis by Verisure Holding AB (publ), the direct wholly-owned subsidiary of the Issuer (the "Existing
Senior Secured Notes Issuer") and certain of its subsidiaries (collectively, the "Guarantors") that also guaranteed, or will
guarantee, the Existing Senior Secured Notes and the Senior Credit Facilities (each as defined herein). On the Issue Date,
each series of the Notes will be secured by (i) a second-ranking pledge over the share capital of the Existing Senior Secured
Notes Issuer and (ii) a second-ranking pledge over the receivables owed to the Issuer by the Existing Senior Secured Notes
Issuer in respect of the Private Senior Notes Proceeds Loan (as defined herein) (together, the "Collateral"). The Collateral
also secures the obligations under the Existing Senior Secured Notes and the Senior Credit Facilities on a first-ranking
basis. The validity and enforceability of the Guarantees and the Collateral will be subject to the limitations described in
"Insolvency Considerations and Limitations on Validity and Enforceability of the Guarantees and the Collateral."
There is currently no public market for the Notes. Application has been made to admit the Notes on the Official
List of the Luxembourg Stock Exchange (the "Official List") for trading on the Euro MTF market. There can be no
assurance that the Notes will be listed on the Official List, that such permission to deal in the Notes will be granted or that
such listing will be maintained.
See "Risk Factors" beginning on page 30 for a discussion of certain risks that you should consider in connection with an investment in
the Notes.

The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act") or the securities laws of any state or other jurisdiction 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
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act. The Notes are being offered and sold in the United States only to qualified institutional buyers
("QIBs") in reliance on Rule 144A under the U.S. Securities Act ("Rule 144A"), and to certain non-U.S. persons in
offshore transactions outside the United States in reliance on Regulation S under the U.S. Securities Act.
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 U.S. Securities Act provided by Rule 144A. The Notes and the
Guarantees are not transferable except in accordance with the restrictions described under "Transfer Restrictions."
Offering price for the Euro Notes: 100.000%, plus accrued and unpaid interest, if any, from the Issue Date
Offering price for the SEK Notes: 100.000%, plus accrued and unpaid interest, if any, from the Issue Date
The Notes will be issued in the form of one or more global notes in registered form. The Euro Notes will initially
be issued in denominations of 100,000 and integral multiples of 1,000 in excess thereof; provided that the Euro Notes
may only be transferred in amounts of 100,000 and integral multiples of 1,000 in excess thereof. The SEK Notes will
initially be issued in denominations of SEK 1,250,000 and integral multiples of SEK 10,000 in excess thereof; provided
that the Notes may only be transferred in amounts of SEK 1,250,000 and integral multiples of SEK 10,000 in excess
thereof. We expect the global notes to be delivered through Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking, S.A. ("Clearstream"), on or about the Issue Date.
Offering of Euro-denominated Notes
Joint Global Coordinators and Joint Bookrunners
Goldman Sachs International
BofA Merrill Lynch
(Sole Physical Bookrunner)

Joint Bookrunners
J.P. Morgan
Morgan Stanley
Nomura
Nordea

Offering of SEK-denominated Notes
Goldman Sachs International
Nordea
BofA Merrill Lynch
(Global Coordinator and Joint Physical
(Joint Physical Bookrunner)
(Global Coordinator)
Bookrunner)
Joint Bookrunners
J.P. Morgan
Morgan Stanley
Nomura
The date of this offering memorandum is December 12, 2017

IMPORTANT INFORMATION
This offering memorandum has been prepared by the Issuer solely for use in connection with the proposed
offering of the Notes. This offering memorandum is personal to each offeree and does not constitute an offer to any other
person or to the public generally to subscribe for or otherwise acquire the Notes. This offering memorandum may not be
distributed to any person other than prospective investors and any person retained to advise such prospective investors with
respect to the purchase of the Notes, and any disclosure of the contents of this offering memorandum without our prior
written consent is prohibited. By accepting delivery of this offering memorandum, you agree to the foregoing and you
agree to not make copies of this offering memorandum or any documents referred to in this offering memorandum.
The Issuer, having made all reasonable enquiries, confirms that, to the best of its knowledge, information and
belief (having taken all reasonable care to ensure that such is the case), this offering memorandum contains all information
that is material in the context of the issuance and offering of the Notes and the Guarantees, that the information contained in
this offering memorandum is true and accurate in all material respects and is not misleading in any material respect and that
there are no other facts the omission of which would make this offering memorandum or any such information misleading
in any material respect. The information contained in this offering memorandum is as of the date hereof.
None of Goldman Sachs International, Merrill Lynch International, J.P. Morgan Securities plc, Morgan
Stanley & Co. International plc, Nomura International plc or Nordea Bank AB (publ) (each an "Initial Purchaser" and
together, the "Initial Purchasers") nor any employee of the Initial Purchasers has authorized the contents or circulation of
this offering memorandum and does not assume any responsibility for, and will not accept any liability for, any loss
suffered as a result of, arising out of, or in connection with this document or any of the information or opinions contained in
it.
In making an investment decision, you should rely only on the information contained in this offering
memorandum. None of the Issuer, the Guarantors or any of the Initial Purchasers has authorized anyone to provide you with
information that is different from the information contained herein. If given, any such information should not be relied
upon. None of the Issuer, the Guarantors or any of the Initial Purchasers is making an offer of the Notes in any jurisdiction
where the offering is not permitted. You should not assume that the information contained in this offering memorandum is
accurate as of any date other than the date on the front of this offering memorandum.
Market data and certain industry forecasts and statistics in this offering memorandum have been obtained from
both public and private sources, including market research, publicly available information and industry and consultant
publications. Although the Issuer and the Guarantors accept responsibility for the accurate extraction and summarization of
such information and data, the Issuer and the Guarantors have not in any way independently verified the accuracy of such
information and data and they accept no further responsibility in respect of such information and data. In addition, the
information set out in relation to sections of this offering memorandum describing clearing arrangements, including the
sections entitled "Description of Notes" and "Book-Entry, Delivery and Form," is subject to any change in, or
reinterpretation of the rules, regulations and procedures of Euroclear and Clearstream currently in effect. While the Issuer
accepts responsibility for accurately summarizing the information concerning Euroclear and Clearstream, they accept no
further responsibility in respect of such information.
This offering memorandum constitutes a Prospectus for the purposes of Luxembourg law dated July 10th, 2005 on
Prospectus for Securities, as amended.
The Initial Purchasers and the Trustee, the Transfer Agent, the Calculation Agent, the Registrar and the Paying
Agent (each as defined herein) (together, the "Agents") make no representation or warranty, express or implied, as to, and
assume no responsibility for, 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 or the Trustee or the Agents as to the past or the future. The Issuer and the Guarantors have furnished the
information contained in this offering memorandum.
The Initial Purchasers will provide you with a copy of this offering memorandum and any related amendments or
supplements. By receiving this offering memorandum, you acknowledge that you have had an opportunity to ask questions
of the Issuer and that you have received all answers you deem necessary to verify the accuracy and completeness of the
information contained in this offering memorandum. You also 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 Notes.
In making an investment decision, you must rely solely on the information contained in this offering
memorandum and your own examination of the Issuer and the Guarantors and their respective subsidiaries and the terms of
the Offering of the Notes, including the merits and risks involved. In addition, none of the Issuer, the Guarantors, their
respective subsidiaries and affiliates, the Initial Purchasers, the Trustee or any Agent, and none of any of their respective
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affiliates or representatives, are making any representation to you regarding the legality of an investment in the Notes, and
you should not construe anything in this offering memorandum as legal, business, financial or tax advice. You should
consult your own advisers as to legal, tax, business, financial and related aspects of an investment in the Notes. You must
comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or possess or distribute this
offering memorandum, and you must obtain all applicable consents and approvals; none of the Issuer, the Guarantors, their
respective subsidiaries and affiliates, the Initial Purchasers, the Trustee or any Agent shall have any responsibility for any
of the foregoing legal requirements. The distribution of this offering memorandum and the Offering and sale of the Notes in
certain jurisdictions may be restricted by law. You should refer to "Plan of Distribution" and "Transfer Restrictions."
The Notes will be available in book-entry form only. We expect that the Notes sold pursuant to this offering
memorandum will be issued in the form of one or more global notes. The global notes will be deposited and registered in
the name of a common depositary for Euroclear and Clearstream. Transfers of interests in the global notes will be effected
through records maintained by Euroclear and Clearstream, respectively, and their respective participants. The Notes will
not be issued in definitive registered form except under the circumstances described in the section "Book-Entry, Delivery
and Form."
Application has been made to admit the Notes on the Official List of the Luxembourg Stock Exchange and to
admit them for trading on its Euro MTF Market.
Notice to Investors in the United States
The Notes and the Guarantees have not been registered with, recommended by or approved by the U.S. Securities
and Exchange Commission (the "SEC"), any state securities commission in the United States or any other regulatory
authority, and none of the foregoing authorities have passed upon or endorsed the merits of the Offering or the accuracy or
adequacy of this offering memorandum. Any representation to the contrary could be a criminal offence in certain
jurisdictions.
This Offering is being made in the United States in reliance upon an exemption from registration under the U.S.
Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your purchase, you will
be deemed to have made certain acknowledgments, representations and agreements. See "Transfer Restrictions."
This offering memorandum is being provided (1) to a limited number of investors in the United States that we
reasonably believe to be QIBs under Rule 144A under the U.S. Securities Act solely in connection with their consideration
of the purchase of the Notes and (2) to certain non-U.S. persons outside the United States pursuant to offshore transactions
in reliance on Rule 903 or 904 of Regulation S under the U.S. Securities Act.
You are hereby notified that the seller of any Note may be relying on the exemption from the provisions of
Section 5 of the U.S. Securities Act provided by Rule 144A. Please refer to the sections in this offering memorandum
entitled "Plan of Distribution" and "Transfer Restrictions" for a description of certain further restrictions on offers and
sales of Notes and distribution of this offering memorandum.
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER, SELL,
RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE PUBLIC.
Notice to Swedish Investors
This offering memorandum is not a prospectus and has not been prepared in accordance with the prospectus
requirements provided for in the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med
finansiella instrument) nor any other Swedish enactment. Neither the Swedish Financial Supervisory Authority
(Finansinspektionen) nor any other Swedish public body has examined, approved or registered this offering memorandum
or will examine, approve or register this offering memorandum. Accordingly, this offering memorandum may not be made
available, nor may the Notes otherwise be marketed and offered for sale, in Sweden other than in circumstances that
constitute an exemption from the requirement to prepare a prospectus under the Swedish Financial Instruments Trading
Act.
Notice to Spanish Investors
The Notes may not be sold, offered or distributed in Spain except in accordance with the requirements of the
Royal Legislative Decree 4/2015, of October 23, approving the amended and restated text of the Spanish Securities Market
Law (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de
Valores), as amended and restated, and Royal Decree 1310/2005, of November 4, 2005 on the listing of securities, public
offers and applicable prospectus (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente la
ii

Ley 24/1988, de 28 de julio, del Mercado de Valores en materia de admisión a negociación de valores en mercados
secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), as amended from
time to time (the "Spanish Securities Market Law"). The Notes may not be sold, offered or distributed to persons in Spain,
except in circumstances which do not constitute a public offer (oferta pública) of securities in Spain, within the meaning of
the Spanish Securities Market Law. Neither the Notes, the Offering nor this offering memorandum and its contents have
been approved or registered with the Spanish Securities and Exchange Commission (Comisión Nacional del Mercado de
Valores), and therefore it is not intended for the public offering or sale of Notes in Spain.
Notice to Portuguese Investors
Neither the Offering, nor the Notes have been approved by the Portuguese Securities and Exchange Commission
(Comissão do Mercado de Valores Mobiliários--the "CMVM") or by any other competent authority of another Member
State of the European Union and notified to the CMVM. The Notes may not, directly or indirectly, be offered or sold in
Portugal, and neither can the offering memorandum, any prospectus, form of application, advertisement or other document
or information in Portugal relating to the Notes be distributed or published in Portugal and no action has been or will be
taken in the future that would permit a public offering of any of the Notes in Portugal or for this offering memorandum to be
distributed or published in Portugal. Accordingly, no Notes may be offered, sold or distributed, except under circumstances
that will not be considered as a public offering under article 109 of the Portuguese Securities Code (Código dos Valores
Mobiliários) approved by Decree Law 486/99 of 13 November 1999, as last amended by Law no. 104/2017, of 30 August
2017 ("PSC"). As a result, the Offering, and any material relating to the Offering, is addressed solely to, and may only be
accepted by, any persons or legal entities that are resident in Portugal or that will hold the Notes through a permanent
establishment in Portugal (each a "Portuguese Investor") to the extent that the Portuguese Investors are deemed qualified
investors (investidores qualificados) (each a "Portuguese Qualified Investor") under paragraphs 1 and 2 of article 30 of the
Portuguese Securities Code. Subject to approval, publication and entry into force of new CMVM regulation, the entities
and individuals set out in article 110-A of the Portuguese Securities Code may also be deemed a Portuguese Qualified
Investor for the purposes of the Offering, provided that they are properly registered as qualified investors in accordance
with the CMVM's Regulation.
Notice to U.K. Investors
This offering memorandum is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom, (ii) persons who have professional experience in matters relating to investments and are investment
professionals as defined within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"), (iii) high net worth bodies corporate and any other person falling within Article 49(2)(a) to (d) of the
Order, or (iv) 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 (as amended), or "FSMA"), and any other persons to whom it
may otherwise lawfully be made in accordance with the Order or Section 21 of the FSMA (all such persons together being
referred to as "relevant persons").
Notice to Swiss Investors
This offering memorandum, as well as any other material relating to the Notes which are the subject of the
Offering contemplated by this offering memorandum, do not constitute an issue prospectus pursuant to article 652a and/or
article 1156 of the Swiss Code of Obligations and may not comply with the Directive for Notes of Foreign Borrowers of the
Swiss Bankers Association. The Notes will not be listed on the SIX Swiss Exchange ("SIX" or "SIX Swiss Exchange"),
and, therefore, the documents relating to the Notes, including, but not limited to, this offering memorandum, do not claim to
comply with the disclosure standards of the Swiss Code of Obligations and the listing rules of SIX Swiss Exchange and
corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange. The Notes are being offered in
Switzerland by way of a private placement (i.e. to a limited number of selected investors only), without any public
advertisement and only to investors who do not purchase the Notes with the intention to distribute them to the public. The
investors will be individually approached directly from time to time. This offering memorandum, as well as any other
material relating to the Notes, is personal and confidential and does not constitute an offer to any other person. This offering
memorandum, as well as any other material relating to the Notes, may only be used by those investors to whom it has been
handed out in connection with the Offering described herein and may neither directly nor indirectly be distributed or made
available to other persons without the Issuer's express consent. This offering memorandum, as well as any other material
relating to the Notes, may not be used in connection with any other offer and shall in particular not be copied and/or
distributed to the public in (or from) Switzerland.
Notice to Norwegian Investors
This offering memorandum is not a prospectus and has not been prepared in accordance with the prospectus
requirements provided for in the Norwegian Securities Trading Act of 2007 nor any other Norwegian enactment. Neither
the Norwegian Financial Supervisory Authority (Finanstilsynet) nor any other Norwegian public body has examined,
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approved or registered this offering memorandum or will examine, approve or register this offering memorandum.
Accordingly, this offering memorandum may not be made available, nor may the Notes otherwise be marketed and offered
for sale, in Norway other than in circumstances that constitute an exemption from the requirement to prepare a prospectus
under the Norwegian Securities Trading Act of 2007.
Notice to French Investors
This offering memorandum has 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 Règlement Général de l'Autorité des Marchés Financiers, and has not been approved by,
registered or filed with the Autorité des marchés financiers (the "AMF"), nor any competent authority of another Member
State of the EEA that would have notified its approval to the AMF under the Prospectus Directive as implemented in France
and in any Relevant Member State. Therefore, the Notes may not be, directly or indirectly, offered or caused to be offered
or sold to the public in France (offre au public de titres financiers) and this offering memorandum and any other offering or
marketing material or information relating to the Notes has 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 in any way that would constitute, directly or indirectly, an offer to the public in France.
Offers, sales and distributions have only been and shall only be made in France to qualified investors (investisseurs
qualifiés) acting solely for their own account (agissant pour compte propre) and/or to 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 compte de tiers), all as defined in and in accordance with Articles L.411-1, L.411-2, D.411-1,
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) this offering memorandum has not been and will not be submitted for clearance to the AMF, (b) in compliance with
Articles L.411-2, D.411-1, D.411-4, D.744-1, D.754-1 and D.764.1 of the French Code monétaire et financier, any
qualified investors subscribing for the Notes should be acting for their own account (agissant pour compte propre) 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.
Stabilization
IN CONNECTION WITH THE OFFERING OF THE NOTES, GOLDMAN SACHS INTERNATIONAL
(THE "STABILIZING MANAGER"), OR PERSONS ACTING ON BEHALF OF STABILIZING MANAGER,
MAY OVER-ALLOT THE NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER OR PERSONS
ACTING ON ITS BEHALF WILL UNDERTAKE ANY STABILIZATION ACTION. ANY STABILIZATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE
TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT
MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER DATE ON WHICH THE ISSUER
RECEIVED THE PROCEEDS OF THE NOTES, OR NO LATER THAN 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY THE STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
iv

FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements, including statements about market trends and
our strategy, investments, future operations, industry forecasts, domestic, regional and global economic conditions and
supply and demand levels, competition in our geographies, regulatory framework and levels of leverage and indebtedness.
Forward-looking statements provide our current expectations, intentions or forecasts of future events. Forward-looking
statements include statements about expectations, beliefs, plans, objectives, intentions, assumptions and other statements
that are not statements of historical fact. Words or phrases such as "anticipate," "believe," "continue," "ongoing,"
"estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "target," "seek" or similar words or
phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these
words does not necessarily mean that a statement is not forward-looking.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on
potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the
forward-looking statements. Our actual results could differ materially from those anticipated in our forward-looking
statements for many reasons, including the factors described in the section entitled "Risk Factors" in this offering
memorandum. In addition, even if our actual results are consistent with the forward-looking statements contained in this
offering memorandum, those results or developments may not be indicative of results or developments in subsequent
periods. For example, factors that could cause our actual results to vary from projected future results include, but are not
limited to:
·
our ability to compete effectively in our industry;
·
rapid changes in technology and our ability to successfully manage and address customer expectations;
·
adverse changes in general economic conditions;
·
our ability to retain our existing customers and to acquire new subscribers on a cost effective basis;
·
our exposure in Spain;
·
our ability to compete effectively with bundled products and services that may be offered by certain of our
potential competitors;
·
privacy concerns and potential security breaches;
·
costs associated with potential competition with our former parent or disputes over our primary brand name;
·
costs associated with our continued investment in building our brands;
·
difficulties we may face in increasing our subscriber base or our subscription fees or up-selling new products
to our current subscribers;
·
inability to realize efficiencies and cost savings associated with implementation of our FOG program;
·
increased labor costs in the jurisdictions in which we operate;
·
prolonged disruption of our monitoring centers;
·
product defects or shortfalls in our customer service;
·
possible liability associated with our ability to respond adequately to alarm activations;
·
costs of complying with current or future regulatory requirements;
·
false alarm ordinances introduced by local governments;
·
disruptions in our supply chain;
·
shifts in telecommunications technology;
·
costs arising from our warranty obligations;
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·
insufficient insurance coverage;
·
costs arising from unauthorized use of, or disputes involving, our proprietary technology;
·
our ability to effectively manage our growth into new geographies;
·
our exposure to risks associated with foreign currency fluctuations;
·
increasing operating costs and inflation risks;
·
impairment losses resulting from potential declines in the fair value of our assets;
·
costs arising from legal and arbitration proceedings;
·
our dependence on our experienced senior management team, who would be difficult to replace;
·
market perceptions regarding the instability of the euro and the possible introduction of individual currencies
within the Eurozone;
·
risks associated with our ultimate principal shareholder's interests being inconsistent with our own;
·
our significant leverage, which may make it difficult for us to service our debt and operate our business; and
·
risks associated with our structure and the terms of the Notes and other indebtedness.
These risks and others described under "Risk Factors" are not exhaustive. Other sections of this offering
memorandum describe additional factors that could adversely affect our results of operations, financial condition, liquidity
and the development of the industry or the regulatory regimes under which we operate. New risks can emerge from time to
time, and it is not possible for us to predict all such risks, nor can we assess the impact of all such risks on our business or
the extent to which any risks, or combination of risks and other factors, may cause actual results to differ materially from
those contained in any forward looking statements. Given these risks and uncertainties, you should not rely on forward
looking statements as a prediction of actual results.
Any forward looking statements are only made as of the date of this offering memorandum, and we do not intend,
and do not assume any obligation, to update forward looking statements set forth in this offering memorandum. You should
interpret all subsequent written or oral forward looking statements attributable to us or to persons acting on our behalf as
being qualified by the cautionary statements in this offering memorandum. As a result, you should not place undue reliance
on these forward looking statements.
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements and Other Financial Information
This offering memorandum includes:
·
the audited consolidated financial statements of the Issuer as of and for the years ended December 31, 2015
and 2016 prepared in accordance with International Financial Reporting Standards as adopted by the
European Union ("IFRS"), which have been audited by PricewaterhouseCoopers AB;
·
the audited consolidated financial statements of the Existing Senior Secured Notes Issuer as of and for the
year ended December 31, 2014 prepared in accordance with IFRS which have been audited by
PricewaterhouseCoopers AB; and
·
the unaudited condensed consolidated interim financial statements of the Issuer as of and for the nine months
ended September 30, 2017 and 2016 prepared in accordance with International Accounting Standards 34,
Interim Financial Reporting ("IAS 34");
Beginning in the year ended December 31, 2015, the Group began reporting at the level of the Issuer. There are no
material differences between the consolidated results of operations of Issuer and those of the Existing Senior Secured Notes
Issuer. The differences in the consolidated financial position of the Issuer and the Existing Senior Secured Notes Issuer
relate primarily to the additional indebtedness at the level of the Issuer in the form of the Private Senior Notes, which will
be redeemed in full in connection with the Transactions. All Guarantors are fully consolidated in the Issuer's financial
statements. After giving effect to the Transactions, the principal debt of the Issuer will be the Notes. See "Capitalization".
Unaudited Pro Forma As Adjusted Financial Information
Unaudited Pro Forma As Adjusted Financial Information
We present in this offering memorandum certain financial information of the Group on an as adjusted basis to give
pro forma effect to the Transactions as if they had occurred on (i) October 1, 2016, for the purposes of as adjusted income
statement items for the twelve months ended September 30, 2017, (ii) April 1, 2017, for the purposes of as adjusted income
statement items for the six months ended September 30, 2017, annualized, (iii) July 1, 2017 for the purposes of as adjusted
income statement items for the three months ended September 30, 2017, annualized, and (iv) September 30, 2017, for the
purposes of as adjusted balance sheet items. The historical results of the Issuer and its subsidiaries may not be indicative of
our future results following the consummation of the Transactions. The unaudited pro forma as adjusted financial
information presented has not been prepared in accordance with the requirements of Regulation S-X of the U.S. Securities
Act, the Prospectus Directive or any generally accepted accounting standards. Neither the assumptions underlying the
adjustments nor the resulting as adjusted financial information have been audited or reviewed in accordance with any
generally accepted accounting standards.
Unaudited Pro Forma Financial Information
We further present in this offering memorandum Adjusted Pro Forma EBITDA, which is calculated as Adjusted
EBITDA adjusted for items including: (i) cost associated with our long-term management incentive programs, (ii) the
impact of certain acquisitions, including the purchase of Falck Alarm's portfolios in Norway on December 31, 2016, and
(iii) anticipated incremental cost savings under our "Funding our Growth Together" ("FOG") cost savings program. See
"Summary Consolidated Historical Financial and Other Data," "Risk Factors--Risks Related to Our Business and
Industry--We are subject to increasing operating costs and inflation risk which may adversely affect our earnings, and we
may not be able to successfully implement our comprehensive cost savings program, FOG," "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and "Use of Proceeds." These pro forma and adjusted
numbers have not been and cannot be audited, reviewed or verified by any independent accounting firm. This information
is inherently subject to risks and uncertainties and may not give an accurate or complete picture of our future results of
operations or may not be comparable to our consolidated financial statements or the other financial information included in
this offering memorandum and should not be relied upon when making an investment decision. The historical results of the
Issuer and its subsidiaries may not be indicative of our future results following consummation of the Transactions. The
unaudited pro forma financial data has not been prepared in accordance with the requirements of Regulation S-X of the
U.S. Securities Act, the Prospectus Directive or any generally accepted accounting standards. Neither the assumptions
underlying the pro forma adjustments nor the resulting pro forma financial information have been audited or reviewed in
accordance with any generally accepted accounting standards.
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Constant Currency Information
We present certain of our financial and operating results on a constant currency basis to allow investors to
compare our results of operations and certain operating metrics across periods on a like- for-like basis. Because changes in
foreign currency exchange rates have a non-operating impact on financial and operating measures, we believe that
evaluating these financial and operating measures on a constant currency basis provides an additional and meaningful
assessment of revenue to management. We have removed the effects of FX changes in our discussion of certain operating
and financial metrics by re-translating each period's non-euro denominated results into euro using a constant rate of
exchange, based on the prior period, for each of the applicable currencies. Constant currency growth rates are not indicative
of changes in corresponding cash flow. These non-IFRS measures have limitations as analytical tools, and you should not
consider them in isolation or as a substitute for analysis of our results or any performance measures under IFRS as set forth
in our financial statements, which reflect the impact of FX changes.
Non-IFRS Financial and Operating Information
We have included in this offering memorandum the following financial measures: As used in this offering
memorandum:
·
"Adjusted EBITDA" refers to result for the period adjusted as further described under footnote (4) under
"Summary Consolidated Historical Financial and Other Data";
·
"Adjusted EBITDA margin" refers to Adjusted EBITDA as a percentage of revenue;
·
"Adjusted EBITDA, last quarter annualized" refers to our last quarter of Adjusted EBITDA, multiplied by
four;
·
"Adjusted EBITDA, last two quarters annualized" refers to our last two quarters of Adjusted EBITDA,
multiplied by two;
·
"Adjusted EBITDA from Portfolio Services" refers to Adjusted EBITDA from our Portfolio Services
segment, calculated as further described under footnote (14) under "Summary Consolidated Historical
Financial and Other Data";
·
"Adjusted EBITDA from Portfolio Services, last quarter annualized" refers to our last quarter of Adjusted
EBITDA from Portfolio Services, multiplied by four;
·
"Adjusted EBITDA from Portfolio Services, last two quarters annualized" refers to our last two quarters of
Adjusted EBITDA from Portfolio Services, multiplied by two;
·
"Adjusted EBITDA from Customer Acquisition" refers to Adjusted EBITDA from our Customer Acquisition
segment, calculated as further described under footnote (14) under "Summary Consolidated Historical
Financial and Other Data";
·
"Adjusted Pro Forma EBITDA, last quarter annualized" refers to our last quarter of Adjusted EBITDA,
multiplied by four, as further adjusted by the pro forma calculations described under footnote (23) under
"Summary Consolidated Historical Financial and Other Data";
·
"Adjusted Pro Forma EBITDA, last two quarters annualized" refers to our last two quarters of Adjusted
EBITDA, multiplied by two, as further adjusted by the pro forma calculations described under footnote (22)
under "Summary Consolidated Historical Financial and Other Data";
·
"Revenue, last quarter annualized" refers to our last quarter of revenue multiplied by four; and
·
"Revenue from Portfolio Services, last quarter annualized" refers to our last quarter of revenue from our
Portfolio Services segment, multiplied by four.
Certain financial measures and ratios related thereto in this offering memorandum, including Adjusted EBITDA,
Adjusted EBITDA margin, Adjusted EBITDA, last quarter annualized, Adjusted EBITDA, last two quarters annualized,
Adjusted EBITDA from Portfolio Services, Adjusted EBITDA from Portfolio Services, last quarter annualized, Adjusted
EBITDA from Portfolio Services, last two quarters annualized, Adjusted EBITDA from Customer Acquisition, Adjusted
Pro Forma EBITDA, last quarter annualized, Adjusted Pro forma EBITDA, last two quarters annualized, revenue, last
quarter annualized, and revenue from Portfolio Services, last quarter annualized, are not specifically defined under IFRS or
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