Obbligazione Puma Energy Group 5% ( XS1751117604 ) in USD

Puma Energy Group

98.84 USD ▲

Singapore

XS1751117604 ( in USD )

5% per anno ( pagato 2 volte l'anno)

23/01/2026 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Puma Energy Holdings XS1751117604 in USD 5%, scaduta

Puma Energy Holdings è una società globale di energia midstream che opera in oltre 40 paesi, focalizzandosi su attività di stoccaggio, trasporto e distribuzione di prodotti petroliferi.

The Obbligazione issued by Puma Energy Group ( Singapore ) , in USD, with the ISIN code XS1751117604, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 23/01/2026

O F F E R I N G M E M O R A N D U M
N O T F O R G E N E R A L C I R C U L A T I O N I N
T H E U N I T E D S T A T E S O F A M E R I C A
13JAN201408461746
Puma International Financing S.A.
$750,000,000
5.00% Senior Notes due 2026
Puma International Financing S.A., a public limited liability company (soci´
et´
e anonyme) organized and existing under the laws of
the Grand Duchy of Luxembourg (the ``Issuer''), is offering (the ``Offering'') $750,000,000 aggregate principal amount of its 5.00%
Senior Notes due 2026 (the ``Notes''). The Issuer is an indirect wholly owned subsidiary of Puma Energy Holdings Pte. Ltd., a
private company limited by shares incorporated and existing under the laws of Singapore (the ``Company''). We will pay interest on
the Notes semi-annually in arrears on January 24 and July 24 of each year, commencing on July 24, 2018. The Notes will mature
on January 24, 2026.
We may redeem some or all of the Notes on or after January 24, 2021, at the redemption prices set forth in this offering
memorandum (the ``Offering Memorandum''). Prior to January 24, 2021, we may redeem, at our option, some or all of the Notes
at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if
any, plus a ``make whole'' premium. Prior to January 24, 2021, we may also redeem up to 40% of the aggregate principal amount
of the Notes using the proceeds from certain equity offerings. Additionally, we may redeem all, but not less than all, of the Notes in
the event of certain developments affecting taxation. Upon the occurrence of certain events constituting a change of control, we will
be required to offer to repurchase the Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest and additional amounts, if any. See ``Description of Notes.''
The Notes will be senior indebtedness of the Issuer and will be fully and unconditionally guaranteed on a senior basis by the
Company (the ``Company Guarantee''). The Notes and the Company Guarantee will rank equal in right of payment to any of the
Issuer's and the Company's respective existing and future indebtedness that is not subordinated in right of payment to the Notes
and the Company Guarantee, respectively. The Notes and the Company Guarantee will be effectively subordinated to any of the
Issuer's and the Company's respective existing and future secured indebtedness to the extent of the value of the assets securing
such indebtedness. The Notes and the Company Guarantee will be structurally subordinated to any existing and future
indebtedness of the Company's subsidiaries (other than the Issuer) that do not guarantee the Notes. The laws of Singapore may
limit the enforceability of the Company Guarantee. See ``Risk Factors--Risks related to the Notes.''
This Offering Memorandum includes information on the terms of the Notes and the Company Guarantee, including redemption and
repurchase prices, covenants and transfer restrictions.
We have applied to have the Notes admitted to listing on the Official List of the Luxembourg Stock Exchange and to be admitted to
trading on the Euro MTF market of the Luxembourg Stock Exchange (the ``Euro MTF Market''). The Euro MTF Market is not a
regulated market within the meaning of Article 1(13) of Directive 2004/39/EC. This offering memorandum constitutes a prospectus
for purposes of Part IV of the Luxembourg law on prospectus for securities dated July 10, 2005, as amended.
Investing in the Notes involves a high degree of risk. See ``Risk Factors'' beginning on
page 24.
The Notes will be issued in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. We expect that
the Notes will be issued in the form of one or more global notes. We expect that the Notes will be delivered in book-entry form
through Euroclear Bank SA/NV (``Euroclear'') and Clearstream Banking S.A. (``Clearstream'') on or about January 24, 2018 (the
``Issue Date''). See ``Book-entry; Delivery and Form.''
Price for the Notes: 100.00% plus accrued interest, if any, from the Issue Date.
The Notes and the Company Guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the ``Securities Act''), or the securities laws of any other jurisdiction. The Notes may not be offered or sold within
the United States or to, or for the account of U.S. persons, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. In the United States, this Offering is being made only to
``qualified institutional buyers'' (as defined under Rule 144A under the Securities Act (``Rule 144A''). Outside of the United
States, this Offering is being made to certain non-U.S. persons in offshore transactions in reliance on Regulation S under
the Securities Act (``Regulation S''). You are hereby notified that sellers of the Notes may be relying on the exemption from
the provisions of Section 5 of the Securities Act provided by Rule 144A. See ``Plan of Distribution'' and ``Transfer
Restrictions'' for additional information about eligible offerees and resale restrictions.
The date of this Offering Memorandum is January 31, 2018.

TABLE OF CONTENTS
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
SUMMARY CORPORATE AND FINANCING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111
MANAGEMENT AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
143
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
152
RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
154
REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
177
BOOK-ENTRY; DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
240
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
245
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
253
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
255
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
258
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
258
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . .
259
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
261
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
262
GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
264
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i

IMPORTANT INFORMATION
We have prepared this Offering Memorandum based on information obtained from sources we
believe to be reliable. Summaries of documents contained in this Offering Memorandum may not
be complete. None of Merrill Lynch International, Emirates NBD Bank P.J.S.C., ING Bank N.V.,
London Branch, MUFG Securities EMEA plc, Natixis or Soci´
et´
e G´
en´
erale (together, the ``Initial
Purchasers'') represent that the information herein is complete. The information in this Offering
Memorandum is current only as of the date on the cover page hereof, and our business or financial
condition and other information in this Offering Memorandum may change after that date.
Information in this Offering Memorandum is not legal, tax or business advice; accordingly, you
should consult your own legal, tax and business advisors regarding an investment in the Notes.
Neither the Issuer nor the Company nor any of the Initial Purchasers has authorized anyone to
provide you with any information or represent anything about us, our financial results or this
Offering that is not contained in this Offering Memorandum. If given or made, any such other
information or representation should not be relied upon as having been authorized by the
Company, the Issuer or the Initial Purchasers. Neither the Issuer nor the Company nor any of the
Initial Purchasers is making an offering of the Notes in any jurisdiction where this Offering is not
permitted.
We are offering the Notes (and the Company Guarantee) in reliance on an exemption from
registration under the Securities Act for an offer and sale of securities that does not involve a public
offering. If you purchase the Notes, you will be deemed to have made certain acknowledgments,
representations and warranties as detailed under ``Transfer Restrictions.'' As such, the Notes (and
the Company Guarantee) have not been registered under the Securities Act and may not be offered
or sold in the United States or to, or for the account of U.S. persons unless the Notes (and the
Company Guarantee) are registered under the Securities Act, or an exemption from the registration
requirements of the Securities Act is available. See ``Plan of Distribution'' and ``Transfer
Restrictions.'' Investors should be aware that they may be required to bear the financial risks of this
investment for an indefinite period of time. Prospective purchasers are hereby notified that the seller
of any security may be relying on the exemption from the provisions of Section 5 of the Securities
Act provided by Rule 144A under the Securities Act. We do not make any representation to you that
the Notes are a legal investment for you. No action has been, or will be, taken to permit a public
offering in any jurisdiction where action would be required for that purpose.
We accept responsibility for the information contained in this Offering Memorandum. We have made
all reasonable inquiries and confirm to the best of our knowledge, information and belief that the
information contained in this Offering Memorandum with regard to us and our subsidiaries and
affiliates and the Notes is true and accurate in all material respects, that the opinions and intentions
expressed in this Offering Memorandum are honestly held and that we are not aware of any other
facts, the omission of which would make this Offering Memorandum or any statement contained
herein misleading in any material respect. However, the information set out in relation to sections of
this Offering Memorandum describing clearing arrangements, including the section entitled
``Book-Entry; Delivery and Form,'' is subject to any change in or reinterpretation of the rules,
regulations and procedures of Euroclear Bank SA/NV (``Euroclear'') and Clearstream Banking S.A.
(``Clearstream''), currently in effect. While we accept responsibility for accurately summarizing the
information concerning Euroclear and Clearstream, and as far as we are aware, and able to
ascertain, no facts have been omitted which would render this information inaccurate or misleading,
we accept no further responsibility in respect of such information.
We have prepared this Offering Memorandum solely for use in connection with the offer of the
Notes to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons (within the
meaning of Regulation S) outside the United States in compliance with Regulation S as described
in this Offering Memorandum. This Offering Memorandum is personal to each offeree and does not
constitute an offer to any other person or to the public generally to subscribe for or otherwise
acquire securities. Distribution of this Offering Memorandum to any other person other than the
prospective investor and any person retained to advise such prospective investor with respect to its
purchase is unauthorized, and any disclosure of any of its contents, without our prior written
consent, is prohibited. Each prospective investor, by accepting delivery of this Offering
Memorandum, agrees to the foregoing, to hold the information contained in this Offering
Memorandum and the transactions contemplated hereby in confidence and to make no
ii

photocopies of this Offering Memorandum or any documents referred to in this Offering
Memorandum.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this Offering Memorandum. Nothing contained in this
Offering Memorandum is, or shall be relied upon as, a promise or representation by the Initial
Purchasers as to the past or future.
Each prospective investor will receive 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 request from us for review, and that you have received, all additional
information 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, prospective investors must rely on their own examination of us
and the terms of the Offering, including the merits and risks involved. In addition, neither we nor the
Initial Purchasers nor any of our or their respective 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 or tax advice. You should consult your own advisors
as to legal, tax, business, financial and related aspects of an investment in the Notes. You must
comply with all applicable laws, rules and regulations in force in any jurisdiction in which you
purchase, offers or sell the Notes and must obtain any consent, approval or permission required by
you for the purchase, offer or sale by you of the Notes under the laws and regulations in force in
any jurisdiction to which you are subject or in which you make such purchases, offers or sales.
Neither we nor the Initial Purchasers shall have any responsibility for any of the foregoing legal
requirements.
None of the U.S. Securities and Exchange Commission (the ``SEC''), any state securities
commission or any other regulatory authority, has approved or disapproved the Notes nor have any
of the foregoing authorities passed upon or endorsed the merits of this Offering or the accuracy or
adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offense.
We have applied to have the Notes listed on the Official List and traded on the Euro MTF Market,
which is not a regulated market within the meaning of Directive 2004/93/EC on markets in financial
instruments. We cannot guarantee that our application to the Luxembourg Stock Exchange for
approval of this document, or for the Notes to be admitted for trading on the Euro MTF Market, will
be approved as of the settlement date for the Notes or at any time thereafter, and settlement of the
Notes is not conditioned on obtaining this listing.
The Notes are subject to restrictions on transferability and resale and may not be transferred or
resold except as permitted under the Securities Act and the applicable securities laws of any other
jurisdiction pursuant to registration or exemption therefrom. As a prospective purchaser, you should
be aware that you may be required to bear the financial risks of this investment for an indefinite
period of time. Please refer to the sections in this Offering Memorandum entitled ``Plan of
Distribution'' and ``Transfer Restrictions.''
By purchasing the Notes, you will be deemed to have made the acknowledgments, representations,
warranties and agreements described under the heading ``Transfer Restrictions'' in this Offering
Memorandum. You should understand that you may be required to bear the financial risks of your
investment for an indefinite period of time.
We reserve the right to withdraw the offering of the Notes at any time and we and the Initial
Purchasers may reject all or a part of any offer to purchase the Notes in whole or in part, sell less
than the entire principal amount of the Notes offered hereby or allocate to any purchaser less than
all of the Notes for which it has subscribed.
iii

STABILIZATION
IN CONNECTION WITH THIS OFFERING, MERRILL LYNCH INTERNATIONAL (THE
``STABILIZING MANAGER'') (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, OVER ALLOT NOTES
OR EFFECT TRANSACTIONS WITH A VIEW TO STABILIZING OR MAINTAINING 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 WILL
UNDERTAKE ANY SUCH STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF
COMMENCED, MAY BEGIN ON OR AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE
OF THE FINAL TERMS OF THE OFFER OF THE NOTES AND MAY BE ENDED AT ANY TIME,
BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE DATE
ON WHICH THE ISSUER RECEIVED THE PROCEEDS OF THE ISSUE AND 60 CALENDAR
DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES.
NOTICE TO PROSPECTIVE INVESTORS
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 PROSPECTIVE INVESTORS IN THE UNITED STATES
Neither the SEC nor any U.S. state securities commission has approved or disapproved of these
Notes or determined if this Offering Memorandum is truthful or complete. Any representation to the
contrary is a criminal offense.
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgments that are described in this Offering Memorandum under ``Transfer Restrictions.''
The Notes (and the Company Guarantee) have not been and will not be registered under the
Securities Act or the securities laws of any state of the United States and are subject to certain
restrictions on transfer. Prospective purchasers are hereby notified that the seller of any Note may
be relying on the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A. For a description of certain further restrictions on resale or transfer of the Notes, see
``Transfer Restrictions.'' 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 Note to the public. The Notes are subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under the
Securities Act and the applicable state securities laws pursuant to registration or exemption
therefrom. As a prospective purchaser, you should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. Please refer to the sections in this
Offering Memorandum entitled ``Plan of Distribution'' and ``Transfer Restrictions.''
NOTICE TO PROSPECTIVE INVESTORS IN THE GRAND DUCHY OF LUXEMBOURG
This Offering Memorandum has not been approved by and will not be submitted for approval to the
Commission de Surveillance du Secteur Financier (the ``CSSF,'' i.e. the Luxembourg financial
services authority), or a competent authority of another EU Member State for notification to the
CSSF, for the purposes of public offering or sale of the Notes in the Grand Duchy of Luxembourg.
Accordingly, the Notes may not be offered or sold to the public in the Grand Duchy of Luxembourg,
directly or indirectly, and neither this Offering Memorandum nor any other circular, prospectus, form
of application, advertisement, communication or other material may be distributed, or otherwise
made available in, from, or published in, the Grand Duchy of Luxembourg except for the sole
purpose of the admission to trading of the Notes on the Euro MTF Market and to listing of the
Notes on the Official List of the Luxembourg Stock Exchange and except in circumstances which
do not constitute a public offer of securities to the public.
iv

NOTICE TO PROSPECTIVE INVESTORS IN HONG KONG
The Notes may not be offered or sold by means of any document other than (i) to ``professional
investors'' within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong
Kong) and any rules made thereunder or (ii) in other circumstances which do not result in the
document being a ``prospectus'' within the meaning of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) or which do not constitute an
offer to the public within the meaning of that Ordinance. No advertisement, invitation or document
relating to the Notes of such series may be issued or may be in the possession of any person for
the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or
the contents of which are likely to be accessed or read by, the public in Hong Kong (except if
permitted to do so under the laws of Hong Kong) other than with respect to Notes of such series
which are or are intended to be disposed of only to persons outside Hong Kong or only to
``professional investors'' within the meaning of the Securities and Futures Ordinance (Cap. 571,
Laws of Hong Kong) and any rules made thereunder.
NOTICE TO PROSPECTIVE INVESTORS IN SINGAPORE
This Offering Memorandum has not been and will not be registered as a prospectus with the
Monetary Authority of Singapore and the Notes will be offered pursuant to exemptions under the
Securities and Futures Act, Chapter 289 of Singapore (the ``SFA''). Accordingly, this Offering
Memorandum or any other document or material in connection with the offer or sale, or invitation
for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes
be offered or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore other than (i) to an institutional investor under
Section 274 of the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant
to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or
(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision
of the SFA.
Where the Notes are subscribed for or purchased under Section 275 of the SFA by a relevant
person which is:
(1) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the
sole business of which is to hold investments and the entire share capital of which is owned by
one or more individuals, each of whom is an accredited investor; or
(2) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239 (1) of the SFA) of that corporation or the beneficiaries' rights
and interest (howsoever described) in that trust shall not be transferred within six months after that
corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the
SFA except:
(a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or
to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of
the SFA;
(b) where no consideration is or will be given for the transfer;
(c) where the transfer is by operation of law;
(d) as specified in Section 276(7) of the SFA; or
(e) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares
and Debentures) Regulations 2005 of Singapore.
NOTICE TO PROSPECTIVE INVESTORS IN SWEDEN
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. lagen
(1991:980) om handel med finansiella instrument) nor any other Swedish enactment. Neither the
Swedish Financial Supervisory Authority (Sw. Finansinspektionen) nor any other Swedish public
body has examined, approved or registered this Offering Memorandum or will examine, approve or
v

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 PROSPECTIVE INVESTORS IN SWITZERLAND
The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from
Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or
regulated trading facility in Switzerland. Neither this Offering Memorandum nor any other offering or
marketing material relating to the Notes constitutes a prospectus as such term is understood
pursuant to article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus
within the meaning of the listing rules of the SIX Swiss Exchange or the rules of any other stock
exchange or regulated trading facility in Switzerland, and neither this Offering Memorandum nor any
other offering or marketing material relating to the Notes may be publicly distributed or otherwise
made publicly available in Switzerland.
NOTICE TO PROSPECTIVE INVESTORS IN JAPAN
The notes have not been and will not be registered under the Financial Instruments and Exchange
Act of Japan (Act No. 25 of 1948, as amended, the ``FIEA'') and are subject to the Act on Special
Measures Concerning Taxation of Japan, Act No. 26 of 1957, including the cabinet orders and
ministerial ordinances thereunder, as amended (the ``Special Taxation Measures Act''). The notes
may not be offered or sold in Japan or to, or for the benefit of, any person resident in Japan, or to
others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, a person
resident in Japan, for Japanese securities law purposes (including any corporation or other entity
organized under the laws of Japan) except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the FIEA and any other applicable laws,
regulations and governmental guidelines of Japan. In addition, the notes may not, as part of the
initial distribution by the Initial Purchasers at any time be directly or indirectly offered or sold to, or
for the benefit of, any person other than a gross recipient (as defined below) or to others for
re-offering or resale, directly or indirectly, to, or for the benefit of, any person other than a gross
recipient, except as specifically permitted under the Special Taxation Measures Act. A ``gross
recipient'' for this purpose means (i) a beneficial owner that is, for Japanese tax purposes, neither
an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan
or a non-Japanese corporation that in either case is a person having a special relationship with
Teva Japan as described in Article 6, Paragraph (4) of the Special Taxation Measures Act (a
``specially related party''), (ii) a Japanese financial institution designated in Article 3-2-2,
Paragraph (28) of the Cabinet Order (Cabinet Order No. 43 of 1957, as amended), relating to the
Special Taxation Measures Act (the ``Cabinet Order'') that will hold the notes for its own proprietary
account or (iii) an individual resident of Japan or a Japanese corporation whose receipt of interest
on the notes will be made through a payment handling agent in Japan as defined in Article 2-2,
Paragraph (2) of the Cabinet Order.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This Offering Memorandum is for distribution only to, and is only directed at, persons who (i) are
outside the United Kingdom, (ii) are investment professionals, being persons having professional
experience in matters relating to investments and who fall within the definition set out in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended, (the ``Financial Promotion Order''), (iii) are persons falling within Article 49(2)(a) to (d)
(high net worth companies, unincorporated associations, partnerships or high value trusts, etc.) of
the Financial Promotion Order 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
as amended (``FSMA'')) in connection with the issue or sale of any Notes may otherwise lawfully be
communicated (all such persons together being referred to as ``relevant persons''). 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
document relates is available only to relevant persons and will be engaged in only with relevant
persons.
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Any person who receives this Offering Memorandum but does not fall within one of the preceding
categories of relevant person should return it immediately to the Issuer. This Offering Memorandum
does not constitute a prospectus for the Prospectus Rules and is therefore not an approved
prospectus for the purposes of, and as defined by, section 85 of FSMA. This Offering Memorandum
has not been approved by the Financial Conduct Authority or any other competent authority on the
grounds that the Notes are being offered solely to ``qualified investors'' as defined in section 86(7)
of FSMA and therefore the offer of Notes is not subject to the obligation to publish a prospectus
under section 85 of FSMA.
MIFID II PRODUCT GOVERNANCE
Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the
Notes is eligible counterparties and professional clients only, each as defined in
Directive 2014/65/EU (as amended, ``MiFID II''); and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering,
selling or recommending the 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 Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution
channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area
(``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 MiFID II; or (ii) a customer within the meaning of
Directive 2002/92/EC (as amended, the ``Insurance Mediation Directive''), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the ``Prospectus
Directive''). Consequently no key information document required by Regulation (EU) No 1286/2014
(as amended, the ``PRIIPs Regulation'') for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPS Regulation.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN
THE NOTES.
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NOTE ON DEFINED TERMS USED IN THIS OFFERING MEMORANDUM
In this Offering Memorandum, unless otherwise indicated or the context requires otherwise, the
following terms have the following meanings assigned to them. In particular, capitalized terms set
forth and used in ``Description of Notes'' may have different meanings. In addition, capitalized terms
referring to geographic regions defined in ``Presentation of Financial and Other Data--Certain
Source-Dependent Definitions'' and used in ``Industry Overview'' may have different meanings from
the meanings ordinarily given to such terms and used elsewhere in the Offering Memorandum, and
may also have different meaning from the meanings given to such geographic regions in
``Management's Discussion and Analysis of Financial Condition and Results of Operation'' and our
financial statements included elsewhere in this Offering Memorandum.
Also see ``Glossary of Technical Terms'' in this Offering Memorandum for definitions of certain
technical terms used in this Offering Memorandum.
``2015 Facility B'' . . . . . . . . . . . . . .
The $390 million revolving loan facility under the 2015 RCF
Agreement
``2015 Facility C'' . . . . . . . . . . . . . .
The $360 million term loan facility under the 2015 RCF
Agreement
``2015 RCF Agreement'' . . . . . . . . .
The $1,250 million credit facilities agreement entered into on
May 11, 2015 (as amended and restated on May 4, 2016),
between, amongst others, the Issuer, Natixis and various
other lenders
``2016 Facility B'' . . . . . . . . . . . . . .
The $355 million revolving loan facility under the 2016 RCF
Agreement
``2016 RCF Agreement'' . . . . . . . . .
The $800 million credit facilities agreement entered into on
May 4, 2016 and as amended on May 9, 2017, between,
amongst others, the Issuer, Co¨
operatieve Rabobank UA and
various other lenders
``2017 Facility'' . . . . . . . . . . . . . . . .
The $400 million revolving loan facility under the 2017 RCF
Agreement
``2017 RCF Agreement'' . . . . . . . . .
The $400 million revolving loan facility agreement entered
into on May 4, 2017, between, among others, the Issuer,
Co¨
operatieve Rabobank UA and various other lenders
``2021 Senior Notes'' . . . . . . . . . . .
The 6.75% $1 billion Senior Notes due 2021 issued by the
Issuer in January 2014, of which $410 million principal
amount presently remain outstanding, which will be
redeemed in full as part of the Transactions
``2022 Euro Notes'' . . . . . . . . . . . .
The 4.5% EUR 200 million notes due 2022 issued by the
Issuer in October 2014
``2024 Senior Notes'' . . . . . . . . . . .
The 5.125% $600 million Senior Notes due 2024 issued by
the Issuer in October 2017
``Africa'' . . . . . . . . . . . . . . . . . . . . .
As used in ``Management's Discussion and Analysis of
Financial Condition and Results of Operation,'' refers to the
following countries of operation: Angola, Benin, Botswana,
the Republic of the Congo, Democratic Republic of the
Congo, Ghana, Ivory Coast, Lesotho, Malawi, Mozambique,
Namibia, Nigeria, Senegal, South Africa, Swaziland,
Tanzania, Togo, Zambia and Zimbabwe
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``Americas'' . . . . . . . . . . . . . . . . . .
As used in ``Management's Discussion and Analysis of
Financial Condition and Results of Operation,'' refers to the
following countries of operation: Belize, Chile, Colombia,
Cuba, Paraguay, El Salvador, Guatemala, Honduras,
Nicaragua, Panama, Peru, Puerto Rico and the U.S. Virgin
Islands
``Asia Pacific'' . . . . . . . . . . . . . . . .
As used in ``Management's Discussion and Analysis of
Financial Condition and Results of Operation,'' refers to the
following countries of operation: United Arab Emirates,
Myanmar, Papua New Guinea, Pakistan, Indonesia, New
Zealand, Vietnam, Malaysia and Australia
``Australia Facility Agreement'' . . . .
The AUD 340 million facility agreement entered into on
July 31, 2015, between, amongst others, the Issuer, Puma
Energy (Australia) Pty Ltd, Australia and New Zealand
Banking Group Limited and various other lenders
``Australian Facility A'' . . . . . . . . . .
The AUD 275 million term loan facility under the Australia
Facility Agreement
``Australian Facility B'' . . . . . . . . . .
The AUD 65 million revolving loan facility under the Australia
Facility Agreement
``Banco do Brasil Facility'' . . . . . . .
The $45 million term loan facility under the Banco do Brasil
Facility Agreement
``Banco do Brasil Facility
Agreement'' . . . . . . . . . . . . . . . .
The $45 million term loan facility agreement entered into on
April 13, 2015, between, among others, the Issuer and
Banco do Brasil S.A., London Branch
``Bank of China Facility'' . . . . . . . .
The $75 million term loan facility under the Bank of China
Facility Agreement
``Bank of China Facility
Agreement'' . . . . . . . . . . . . . . . .
The $75 million term loan facility agreement entered into on
March 17, 2015, between the Issuer and Bank of China
Limited, Luxembourg Branch
``Central America'' . . . . . . . . . . . . .
As used in ``Management's Discussion and Analysis of
Financial Condition and Results of Operation,'' refers to the
following countries of operation: Belize, El Salvador,
Guatemala, Honduras, Nicaragua, Panama
``Club Facility'' . . . . . . . . . . . . . . . .
The $350 million term facility entered into under the Club
Facility Agreement
``Club Facility Agreement'' . . . . . . .
The $350 million term facility agreement entered into on
September 14, 2017 between, among others, the Issuer,
Industrial and Commercial Bank of China, London Branch,
and various other lenders
``Cochan'' . . . . . . . . . . . . . . . . . . .
Cochan Holdings LLC
``Company'' . . . . . . . . . . . . . . . . . .
Puma Energy Holdings Pte. Ltd., a private company limited
by shares, incorporated and existing under the Laws of
Singapore
``Company Guarantee'' . . . . . . . . .
The guarantee to be provided by the Company in favor of
the noteholders under the Indenture
``Delta Lloyd Facility'' . . . . . . . . . .
The $100 million facility under the Delta Lloyd Facility
Agreement
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