Obbligazione Verisure Holding 5.703% ( XS2288976710 ) in SEK

Emittente Verisure Holding
Prezzo di mercato refresh price now   100 SEK  ⇌ 
Paese  Svezia
Codice isin  XS2288976710 ( in SEK )
Tasso d'interesse 5.703% per anno ( pagato 4 volte l'anno)
Scadenza 14/02/2029



Prospetto opuscolo dell'obbligazione Verisure Midholding XS2288976710 en SEK 5.703%, scadenza 14/02/2029


Importo minimo 1 250 000 SEK
Importo totale 1 500 000 000 SEK
Coupon successivo 17/11/2025 ( In 90 giorni )
Descrizione dettagliata Verisure Midholding è la società di gestione del gruppo Verisure, responsabile della strategia e delle operazioni a livello internazionale.

The Obbligazione issued by Verisure Holding ( Sweden ) , in SEK, with the ISIN code XS2288976710, pays a coupon of 5.703% per year.
The coupons are paid 4 times per year and the Obbligazione maturity is 14/02/2029







OFFERING MEMORANDUM


NOT FOR GENERAL DISTRIBUTION

IN THE UNITED STATES

Verisure Holding AB (publ)
1,150,000,000 3¼% Senior Secured Notes due 2027
Verisure Midholding AB (publ)
1,175,000,000 5¼% Senior Notes due 2029
SEK 1,500,000,000 Floating Rate Senior Notes due 2029
Verisure Holding AB (publ) (the "Senior Secured Notes Issuer"), a public limited liability company existing under the laws of Sweden, is
offering (the "Senior Secured Notes Offering") 1,150.0 million aggregate principal amount of its 3¼% Senior Secured Notes due 2027 (the
"Senior Secured Notes"). Verisure Midholding AB (publ) (the "Senior Notes Issuer" and, together with the Senior Secured Notes Issuer, the
"Issuers"), a public limited liability company existing under the laws of Sweden, is of ering (the "Senior Notes Offering," and, together with
the Senior Secured Notes Offering, the "Offering") 1,175.0 million aggregate principal amount of its 5¼% Senior Notes due 2029 (the
"Euro Senior Notes") and SEK 1,500.0 million aggregate principal amount of its Floating Rate Senior Notes due 2029 (the "SEK Senior
Notes" and, together with the Euro Senior Notes, the "Senior Notes" and, together with the Senior Secured Notes, the "Notes").
The Senior Secured Notes will be issued under an indenture (the "Senior Secured Notes Indenture") to be dated as of January 25, 2021
(the "Issue Date"), among, inter alios, the Senior Secured Notes Issuer, the Senior Secured Note Guarantors (as defined below), Citibank,
N.A., London Branch, as trustee for the Senior Secured Notes (the "Senior Secured Notes Trustee") and Wilmington Trust (London) Limited,
as security agent (the "Security Agent"). The Senior Notes will be issued under an indenture (the "Senior Notes Indenture") to be dated as
of the Issue Date, among, inter alios, the Senior Notes Issuer, the Senior Note Guarantors (as defined below), Citibank, N.A., London
Branch, as trustee for the Senior Notes (the "Senior Notes Trustee" and, together with the Senior Secured Notes Trustee, the "Trustee")
and the Security Agent.
The Senior Secured Notes will bear interest at a rate of 3.250% per annum, payable semi-annually in arrears on February 15 and August
15 of each year, commencing on August 15, 2021. The Senior Secured Notes will mature on February 15, 2027. Prior to February 15, 2023,
the Senior Secured Notes Issuer will be entitled at its option to redeem all or part of the Senior Secured Notes at a price equal to 100% of
the principal amount thereof plus a "make-whole" premium. In addition, prior to February 15, 2023, the Senior Secured Notes Issuer may
redeem at its option up to 40% of the original principal amount of the Senior Secured Notes with the net proceeds from certain equity
offerings at the redemption price set forth in this offering memorandum, provided that at least 50% of the original principal amount of the
Senior Secured Notes remains outstanding. Prior to February 15, 2023, during each 12-month period commencing on the Issue Date, the
Senior Secured Notes Issuer may redeem up to 10% of the original aggregate principal amount of the Senior Secured Notes at its option,
from time to time, at a redemption price equal to 103% of the principal amount of the Senior Secured Notes redeemed, plus accrued and
unpaid interest and additional amounts, if any. At any time on or after February 15, 2023, the Senior Secured Notes Issuer may redeem all
or part of the Senior Secured Notes at the redemption prices set forth in this offering memorandum. In addition, the Senior Secured Notes
Issuer may redeem all, but not part, of the Senior Secured Notes at a price equal to 100% of the principal amount, plus accrued and unpaid
interest and additional amounts, if any, upon the occurrence of certain changes in applicable tax law. If a change of control occurs, each
holder of the Senior Secured Notes may require the Senior Secured Notes Issuer to repurchase all or a portion of its Senior Secured Notes
at 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to but excluding the date of
purchase.
The SEK Senior Notes will bear interest 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 February 15, May 15, August 15 and November 15, of each year commencing on May 15,
2021. The SEK Senior Notes will mature on February 15, 2029. Prior to February 15, 2024, the Senior Notes Issuer will be entitled, at its
option, to redeem all or part of the SEK Senior Notes at a price equal to 100% of the principal amount thereof plus a "make whole" premium.
In addition, prior to February 15, 2024, the Senior Notes Issuer may redeem at its option up to 40% of the original principal amount of the
SEK Senior Notes with the net proceeds from certain equity offerings at the redemption price set forth in this offering memorandum, provided
that at least 50% of the original principal amount of the SEK Senior Notes remains outstanding. Prior to February 15, 2024, during each 12-
month period commencing on the Issue Date, the Senior Notes Issuer may redeem up to 10% of the original aggregate principal amount of
the SEK Senior Notes at its option, from time to time, at a redemption price equal to 103% of the principal amount of the SEK Senior Notes
redeemed, plus accrued and unpaid interest and additional amounts, if any. At any time on or after February 15, 2024, the Senior Notes
Issuer may redeem all or part of the SEK Senior Notes at the redemption prices set forth in this offering memorandum. In addition, the
Senior Notes Issuer may redeem all, but not part, of the SEK Senior Notes at a price equal to 100% of the principal amount, plus accrued
and unpaid interest and additional amounts, if any, upon the occurrence of certain changes in applicable tax law. If a change of control
occurs, each holder of the SEK Senior Notes may require the Senior Notes Issuer to repurchase all or a portion of its SEK Senior Notes at
101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to but excluding the date of purchase.
The Euro Senior Notes will bear interest at a rate of 5.250% per annum, payable semi-annually in arrears on February 15 and August 15
of each year, commencing on August 15, 2021. The Euro Senior Notes will mature on February 15, 2029. Prior to February 15, 2024, the
Senior Notes Issuer will be entitled at its option to redeem all or part of the Euro Senior Notes at a price equal to 100% of the principal
amount thereof plus a "make-whole" premium. In addition, prior to February 15, 2024, the Senior Notes Issuer may redeem at its option up
to 40% of the original principal amount of the Euro Senior Notes with the net proceeds from certain equity offerings at the redemption price
set forth in this offering memorandum, provided that at least 50% of the original principal amount of the Euro Senior Notes remains
outstanding. Prior to February 15, 2024, during each 12-month period commencing on the Issue Date, the Senior Notes Issuer may redeem
up to 10% of the original aggregate principal amount of the Euro Senior Notes at its option, from time to time, at a redemption price equal
to 103% of the principal amount of the Euro Senior Notes redeemed, plus accrued and unpaid interest and additional amounts, if any. At
any time on or after February 15, 2024, the Senior Notes Issuer may redeem all or part of the Euro Senior Notes at the redemption prices
set forth in this offering memorandum.
In addition, the Senior Notes Issuer may redeem all, but not part, of the Euro Senior Notes at a price equal to 100% of the principal amount,
plus accrued and unpaid interest and additional amounts, if any, upon the occurrence of certain changes in applicable tax law. If a change
of control occurs, each holder of the Senior Notes may require the Senior Notes Issuer to repurchase all or a portion of its Senior Notes at
101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to but excluding the date of purchase.



The Senior Secured Notes will be senior secured obligations of the Senior Secured Notes Issuer. On the Issue Date, the Senior Secured
Notes will be guaranteed (the "Senior Secured Note Guarantees") on a senior basis by Senior Notes Issuer, ESML SD Iberia
Holding, S.A.U., Securitas Direct España, S.A.U., Securitas Direct AB (publ), Securitas Direct Sverige AB, Verisure Sverige AB, Securitas
Direct Portugal, Unipessoal Lda., Verisure Holding AS, Verisure AS, Verisure, Verisure International AB, Verisure A/S and Verisure Sàrl
(collectively, the "Senior Secured Note Guarantors"). The Senior Secured Note Guarantors also guarantee the obligations under the Existing
Senior Secured Notes Indentures, the 2020 Senior Facilities Agreement and the New Senior Facilities Agreement (each as defined herein).
On the Issue Date, the Senior Secured Notes will be secured by first priority security interests in the Senior Secured Notes Closing Collateral
(as defined herein). Within 30 business days of the Issue Date, subject to extension under the circumstances described herein (the
"Post-Closing Date"), the Senior Secured Notes will be secured by first-priority security interests in the Senior Secured Notes Post-Closing
Collateral (as defined herein, and together with the Senior Secured Notes Closing Collateral, the "Senior Secured Notes Collateral"). The
Senior Secured Notes Collateral also secures, or will secure, the obligations under the Existing Senior Secured Notes Indentures, the 2020
Senior Facilities Agreement and the New Senior Facilities Agreement on a first-priority basis. The validity and enforceability of the Senior
Secured Note Guarantees and the Senior Secured Notes Collateral will be subject to the limitations described in "Insolvency Considerations
and Limitations on Validity and Enforceability of the Guarantees and the Collateral."
The Senior Notes will be senior obligations of the Senior Notes Issuer and will be guaranteed (the "Senior Note Guarantees" and, together
with the Senior Secured Note Guarantees, the "Guarantees") on the Issue Date on a senior subordinated basis by the Senior Secured
Notes Issuer, ESML SD Iberia Holding, S.A.U., Securitas Direct España, S.A.U., Securitas Direct AB (publ), Securitas Direct Sverige AB,
Verisure Sverige AB, Securitas Direct Portugal, Unipessoal Lda., Verisure Holding AS, Verisure AS, Verisure, Verisure International AB,
Verisure A/S and Verisure Sàrl (collectively, the "Senior Note Guarantors" and, together with the Senior Secured Note Guarantors, the
"Guarantors"). On the Issue Date, the Senior Notes will be secured by a second-priority pledge over the Senior Notes Collateral (as defined
herein). The Senior Notes Collateral also secures, or will secure, the obligations under the Senior Secured Notes Indenture, the Existing
Senior Secured Notes Indentures, the 2020 Senior Facilities Agreement and the New Senior Facilities Agreement on a first-priority basis.
The validity and enforceability of the Senior Note Guarantees and the Senior Notes Collateral will be subject to the limitations described in
"Insolvency Considerations and Limitations on Validity and Enforceability of the Guarantees and the Collateral."
Application has been made to list the Notes on the Securities Official List of the Luxembourg Stock Exchange (the "Exchange").
See "Risk Factors" beginning on page 39 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 (as defined in Regulation S under the U.S. Securities Act ("Regulation S")) except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. 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.
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 Senior Secured Notes: 100.000% ("issue price") plus accrued interest, if any, from the Issue Date
Offering price for the Euro Senior Notes: 100.000% ("issue price") plus accrued interest, if any, from the Issue Date
Offering price for the SEK Senior Notes: 100.000% ("issue price") plus accrued 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 Senior Secured Notes and the Euro Senior Notes
will initially be issued in denominations of 100,000 and integral multiples of 1,000 in excess thereof; provided that the Senior Secured
Notes and the Euro Senior Notes may only be transferred in amounts of 100,000 and integral multiples of 1,000 in excess thereof. The
SEK Senior 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 SEK Senior 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.
Senior Secured Notes Offering
Joint Global Coordinators and Joint Bookrunners
J.P. Morgan
BofA Securities
Deutsche Bank
Goldman Sachs
Morgan Stanley
Nomura
Bank Europe SE
(Sole Physical Bookrunner)


Joint Bookrunners
Barclays
BNP
CaixaBank
Citigroup
Crédit
Credit Suisse
Nordea
Santander
PARIBAS
Agricole CIB

Euro Senior Notes Offering
Joint Global Coordinators and Joint Bookrunners
Goldman Sachs
BofA Securities
Deutsche Bank
J.P. Morgan
Morgan Stanley
Nomura
Bank Europe SE
(Sole Physical Bookrunner)








Joint Bookrunners
Barclays
BNP
CaixaBank
Citigroup
Crédit
Credit Suisse
Nordea
Santander
PARIBAS
Agricole CIB

SEK Senior Notes Offering
Joint Global Coordinators and Joint Bookrunners
Goldman Sachs
BofA Securities
Deutsche Bank
J.P. Morgan
Morgan Stanley
Nomura
Bank Europe SE
(Joint Physical Bookrunner)


Joint Bookrunners
Nordea
Barclays
BNP
CaixaBank
Citigroup
Crédit
Credit
Santander
PARIBAS
Agricole
Suisse
(Joint
CIB
Physical
Bookrunner)

The date of this offering memorandum is March 23, 2021.







IMPORTANT INFORMATION
This offering memorandum has been prepared by the Issuers solely for use in connection with the proposed
offering of the Notes.
Each of the Senior Secured Notes Issuer and the Senior Notes 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 al 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 al 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.
BofA Securities Europe SA, Deutsche Bank Aktiengesel achaft, Goldman Sachs Bank Europe SE, J.P. Morgan
AG, Morgan Stanley & Co. International plc, Nomura International plc, Barclays Bank PLC, BNP Paribas,
CaixaBank, S.A., Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, Credit
Suisse Securities, Sociedad de Valores, S.A., Nordea Bank Abp and Banco Santander, S.A (each an "Initial
Purchaser" and collectively, the "Initial Purchasers") or any employee of the Initial Purchasers has authorized
the contents or circulation of this offering memorandum and does not assume any responsibility for, and wil 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 Issuers, 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 Issuers, 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 Issuers and the Guarantors accept responsibility for the accurate
extraction and summarization of such information and data, the Issuers 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 Senior Notes,"
"Description of Senior Secured 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 Issuers accept responsibility for accurately summarizing the information concerning Euroclear and
Clearstream, they accept no further responsibility in respect of such information.
The Senior Secured Notes Issuer reserves the right to withdraw the Senior Secured Notes Offering and the
Senior Notes Issuer reserves the right to withdraw the Senior Notes Offering at any time. The Issuers are making
the Offering subject to the terms described in this offering memorandum and the purchase agreement (the
"Purchase Agreement") relating to the Notes to be entered into, inter alios, between the Issuers and the Initial
Purchasers. The Issuers and the Initial Purchasers may reject any offer to purchase the Notes in whole or in
part, sel less than the entire principal amount of the Notes offered hereby or al ocate to any purchaser less than
all of the Notes for which it has subscribed.
The Initial Purchasers and their respective directors, affiliates, advisors and representatives 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 shal be relied upon as, a promise or representation by the Initial Purchasers or their
respective directors, affiliates, advisors or representatives as to the past or the future. The Issuers and the
Guarantors have furnished the information contained in this offering memorandum.
In connection with this new issue of Notes, the Initial Purchasers do not act for or provide services, including
providing any advice, in relation to this new issue of Notes to any person other than the Issuers. The Initial
Purchasers wil not regard any person other than the Issuers, including actual or prospective holders of the
Notes, as their client in relation to this new issue of Notes. Accordingly, the Initial Purchasers wil not be
responsible to anyone other than the Issuers for providing the protections (regulatory or otherwise) afforded to
its clients.
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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 Issuers 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 or their respective directors, affiliates, advisors or representatives in
connection with your investigation of the accuracy of this information or your decision whether to invest in the
Notes. In accordance with normal and accepted market practice, neither the Trustee, the Security Agent, the
Paying Agent (as defined below), the Registrar (as defined below), nor the Transfer Agent (as defined below)
is responsible for the contents of this offering memorandum or expresses any opinion as to the merits of the
Notes under this offering memorandum.
In making an investment decision, you must rely solely on the information contained in this offering
memorandum and your own examination of the Issuers and the Guarantors and their respective subsidiaries
and the terms of the Offering, including the merits and risks involved. In addition, none of the Issuers, the
Guarantors, their respective directors, subsidiaries and affiliates, the Initial Purchasers and none of any of their
respective directors, affiliates, advisors 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 al laws applicable in any jurisdiction
in which you buy, offer or sel the Notes or possess or distribute this offering memorandum, and you must obtain
all applicable consents and approvals; none of the Issuers, the Guarantors, their respective subsidiaries and
affiliates, the Initial Purchasers or their respective directors, affiliates, advisors or representatives 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 wil be effected through records maintained by Euroclear and Clearstream, respectively, and their
respective participants. The Notes wil 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 list the Notes on the Securities Official List of the Luxembourg Stock Exchange
(the "Exchange"), without admission to trading on one of the securities markets operated by the Exchange or
any other market.
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 Investors in the European Economic Area
This offering memorandum has been prepared on the basis that all offers of the Notes will be made pursuant to
an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of the
Notes. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or
superseded), and includes any relevant implementing measure in each member state ("EU Member State") of
the European Economic Area (the "EEA").
Accordingly, any person making or intending to make any offer within the EEA of the Notes should only do so
in circumstances in which no obligation arises for us or the Initial Purchasers to produce a prospectus for such
offer. Neither we nor the Initial Purchasers have authorized, nor do authorize, the making of any offer of Notes
through any financial intermediary, other than offers made by the Initial Purchasers, which constitute the final
placement of the Notes contemplated in this offering memorandum.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold
or otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU
(as amended, "MiFID II"); (i ) a customer within the meaning of Directive 2016/97/EU (as amended, the
"Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in
ii


point (10) of Article 4(1) of MiFID II; or (i i) not a "qualified investor" as defined in the Prospectus Regulation.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or sel ing 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.
For the purposes of this section, the expression an "offer of notes to the public" in relation to any Notes in any
EU Member State means the communication in any form and by any means of sufficient information on the
terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe
the Notes, as the same may be varied in that EU Member State by any measure implementing the Prospectus
Regulation in that EU Member State.
Professional investors and ECPs (as defined below) only target market: Solely for the purposes of each
manufacturer's approval process of the Notes, 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 ("ECPs") and professional clients
only, each as defined in MiFID II; and (ii) al channels for distribution of the Notes to ECPs and professional
clients are appropriate. Any person subsequently offering, sel ing or recommending the Notes (a "distributor")
should take into consideration the manufacturer's target market assessment; however, and without prejudice to
our obligations in accordance with MiFID II, 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 manufacturer's target
market assessment) and determining appropriate distribution channels.
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 Prospectus Regulation 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 Prospectus Regulation.
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 desarrol a parcialmente la 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 EU Member State 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 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 no. 486/99, of
13 November, republished by Law no. 35/2018, of 20 July, which has implemented MiFID II into Portuguese
national law and last amended Law no. 50/2020, of 25 August (the "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 wil hold the Notes through a permanent establishment in Portugal
(each a "Portuguese Investor") to the extent that the Portuguese Investors are deemed professional investors
i i


(investidores profissionais) (each a "Portuguese Professional Investor") under paragraphs 1 and 4 of article 30
of the PSC.
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, (i ) 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"), (i i) 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 lawful y be made in accordance with
the Order or Section 21 of the FSMA (all such persons together being referred to as "relevant persons").
This offering memorandum has been prepared on the basis that any offer of the Notes in the UK will be made
pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA (the "UK Prospectus Regulation") from a requirement to publish a prospectus for offers of Notes. This
offering memorandum is not a prospectus for the purpose of the UK Prospectus Regulation.
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 United Kingdom (the "UK"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the
"EUWA"); (i ) a customer within the meaning of the provisions of the FSMA and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or (i i) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK
has been prepared and, therefore, offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
UK MiFIR product governance / Professional investors and ECPs only target market: 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 only eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU)
No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK
MiFIR"); and (ii) al channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, sel ing or recommending the Notes (a "distributor") should take
into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") 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.
Notice to Swiss Investors
The offering of the Notes in Switzerland is exempt from the requirement to prepare and publish a prospectus
under the Swiss Financial Services Act ("FinSA") because the Notes have a minimum denomination of
CHF 100,000 (or equivalent in another currency) or more, and further because the Notes qualify as money
market instruments.
The Notes have not been and wil not be listed or admitted to trading on a trading venue (i.e. exchange or
multilateral trading facility) in Switzerland. This offering memorandum does not constitute a prospectus pursuant
to the FinSA, and no such prospectus has been or wil be prepared for or in connection with the offering of the
Notes.
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, approved or registered this offering memorandum or wil examine, approve or register this
iv


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 Regulation 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 portefeuil e 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 wil 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.
Notice to Danish Investors
This offering memorandum is not a prospectus and has not been filed with or approved by the Danish Financial
Supervisory Authority (Finanstilsynet) or any other regulatory authority in Denmark. The Notes have not been
offered or sold and may not be offered, sold, or delivered directly or indirectly in Denmark, unless in compliance
with, as applicable, the Danish Capital Markets Act (Consolidated Act No. 1767 of 27 November 2020 as
amended and supplemented from time to time (lov om kapitalmarkeder)) and the executive orders
(bekendtgørelser) issued thereunder, and in compliance with the Prospectus Regulation
(Regulation 2017/1129/EU) and in compliance with Executive Order No. 1580 of 17 December 2018 on Investor
Protection in connection with Securities Trading, as amended from time to time, issued pursuant to the Danish
Financial Business Act (lov om finansiel virksomhed).
Notice Regarding U.S. Securities Laws
THE NOTES OFFERED PURSUANT TO THIS OFFERING MEMORANDUM HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT, AND ARE BEING OFFERED AND SOLD ONLY
TO: (1) QUALIFIED INSTITUTIONAL BUYERS ("QIBs") WITHIN THE MEANING OF RULE 144A UNDER THE
U.S. SECURITIES ACT OR (2) NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" AS DEFINED IN, AND IN ACCORDANCE WITH, REGULATION S. THE TERM "U.S.
PERSON" HAS THE MEANING GIVEN TO IT IN REGULATION S.
ANY PERSON WHO PURCHASES OR ACQUIRES THE NOTES WILL BE DEEMED TO HAVE
REPRESENTED, WARRANTED AND AGREED, BY ACCEPTING DELIVERY OF THIS OFFERING
MEMORANDUM OR DELIVERY OF THE NOTES, THAT IT IS (A) A QIB, OR (B) A PERSON WHO IS NOT A
U.S. PERSON AND PURCHASING OR ACQUIRING THE NOTES OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 903 OF REGULATION S IN AN "OFFSHORE TRANSACTION" AS DEFINED IN
REGULATION S.
IN ADDITION, UNTIL 40 DAYS AFTER THE LATTER OF THE ISSUE DATE AND THE DATE ON WHICH THE
NOTES WERE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN
REGULATION S), AN OFFER OR SALE OF THE NOTES WITHIN THE UNITED STATES BY A
BROKER/DEALER (WHETHER OR NOT PARTICIPATING IN THE OFFERING OF THE NOTES) MAY
VIOLATE THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR
SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT.
v


Stabilization
IN CONNECTION WITH THIS OFFERING, J.P. MORGAN AG, WITH REGARD TO THE SENIOR SECURED
NOTES, AND GOLDMAN SACHS BANK EUROPE SE, WITH REGARD TO THE SENIOR NOTES
(TOGETHER, THE "STABILIZING MANAGERS"), OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGERS), MAY OVER-ALLOT THE NOTES DURING THE STABILIZATION PERIOD 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, STABILIZATION ACTION MAY
NOT NECESSARILY OCCUR. 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 30 CALENDAR DAYS
AFTER THE DATE ON WHICH THE ISSUERS RECEIVED THE PROCEEDS OF THE ISSUE, OR NO LATER
THAN 60 CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES, WHICHEVER IS
EARLIER. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
STABILIZING MANAGERS (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGERS) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
vi


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 Iberia (Spain and Portugal);

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;

compliance with regulations regarding the use of personal customer data;

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-sel ing new
products to our current subscribers;

increasing operating costs and inflation risks and 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;

disruption as a result of COVID-19;

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;
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Document Outline