Obbligazione Ineos Group 2.5% ( XS2291929573 ) in EUR

Emittente Ineos Group
Prezzo di mercato 100 EUR  ▲ 
Paese  Regno Unito
Codice isin  XS2291929573 ( in EUR )
Tasso d'interesse 2.5% per anno ( pagato 1 volta l'anno)
Scadenza 14/01/2026 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Ineos Holdings XS2291929573 in EUR 2.5%, scaduta


Importo minimo 100 000 EUR
Importo totale 800 000 000 EUR
Descrizione dettagliata Ineos Holdings è una società chimica multinazionale britannica, tra le maggiori al mondo nel settore, con un ampio portfolio di prodotti e attività in diversi ambiti.

The Obbligazione issued by Ineos Group ( United Kingdom ) , in EUR, with the ISIN code XS2291929573, pays a coupon of 2.5% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 14/01/2026







OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
AND LISTING PARTICULARS
IN THE UNITED STATES



INEOS Quattro Finance 2 Plc
800,000,000 21/2% Senior Secured Notes due 2026
$500,000,000 33/8% Senior Secured Notes due 2026
INEOS Quattro Finance 1 Plc
500,000,000 33/4% Senior Notes due 2026
Guaranteed by INEOS Quattro Holdings Limited and certain of its subsidiaries

INEOS Quattro Finance 2 Plc, a public limited company incorporated under the laws of England and Wales (the
"Senior Secured Notes Issuer"), is offering 800,000,000 aggregate principal amount of its euro-denominated 21/2%
Senior Secured Notes due 2026 (the "Euro Senior Secured Notes") and $500,000,000 aggregate principal amount of its
dollar-denominated 33/8% Senior Secured Notes due 2026 (the "Dol ar Senior Secured Notes" or "Dollar Notes" and,
together with the Euro Senior Secured Notes, the "Senior Secured Notes") and INEOS Quattro Finance 1 Plc, a public
limited company incorporated under the laws of England and Wales (the "Senior Notes Issuer" and, together with the
Senior Secured Notes Issuer, the "Issuers") is offering 500,000,000 aggregate principal amount of its euro-denominated
33/4% Senior Notes due 2026 (the "Euro Senior Notes" or "Senior Notes" and, together with the Euro Senior Secured
Notes, the "Euro Notes"and the Senior Notes, together with the Senior Secured Notes, the "Notes" and, collectively such
Notes offerings, the "Offering"). The Issuers will pay interest on the Notes semi-annually in arrears on January 15 and
July 15 of each year, commencing on July 15, 2021.
Prior to January 15, 2023, the Senior Secured Notes Issuer may redeem al or a portion of the Senior Secured
Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and
additional amounts, if any, plus the applicable make-whole premium. In addition, prior to January 15, 2023, the Senior
Secured Notes Issuer may redeem at its option up to 40% of the aggregate principal amount of each of the Euro Senior
Secured Notes and the Dollar Senior Secured Notes with the net proceeds of certain equity offerings at 102.500% of the
principal amount of the Euro Senior Secured Notes or at 103.375% of the principal amount of the Dollar Senior Secured
Notes, as applicable, plus accrued interest, if at least 50% of the Euro Senior Secured Notes or Dollar Senior Secured
Notes, as applicable, remain outstanding. At any time on or after January 15, 2023, the Senior Secured Notes Issuer may
redeem all or a portion of the Senior Secured Notes at the prices specified herein.
Prior to January 15, 2023, the Senior Notes Issuer may redeem all or a portion of the Senior Notes at a
redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional amounts,
if any, plus the applicable make-whole premium. In addition, prior to January 15, 2023, the Senior Notes Issuer may
redeem at its option up to 40% of the aggregate principal amount of the Senior Notes with the net proceeds of certain
equity offerings at 103.750% of the principal amount of the Senior Notes plus accrued interest, if at least 50% of the
Senior Notes remain outstanding. At any time on or after January 15, 2023, the Senior Notes Issuer may redeem all or a
portion of the Senior Notes at the prices specified herein.
Upon the occurrence of certain events constituting a change of control, each Issuer may be required to make an
offer to purchase the Notes for which it is the relevant Issuer at a redemption price equal to 101% of the principal amount




thereof, plus accrued and unpaid interest and additional amounts, if any. In the event of certain developments affecting
taxation, each Issuer may redeem all, but not less than all, of the Notes for which it is the relevant Issuer at a price equal
to at 100% of their principal amount plus accrued interest.
The Senior Secured Notes wil be senior secured obligations of the Senior Secured Notes Issuer and will rank
pari passu in right of payment to all of the Senior Secured Notes Issuer's existing and future senior indebtedness,
including its guarantee of the New Term Loan B Facilities, the Existing Credit Facilities and the Existing Senior Secured
Notes and will rank senior in right of payment to all existing and future indebtedness of the Senior Secured Notes Issuer
that is subordinated in right of payment to the Senior Secured Notes, including its guarantee of the Senior Notes. The
Senior Secured Notes will be effectively senior to any existing and future secured indebtedness of the Senior Secured
Notes Issuer that is unsecured or secured by liens junior to the liens securing the Senior Secured Notes, including the
Senior Secured Notes Issuer's guarantee of the Senior Notes, and will be effectively subordinated to any existing and
future secured indebtedness of the Senior Secured Notes Issuer that is secured by assets that do not secure the Senior
Secured Notes, to the extent of the value of the assets securing such indebtedness.
The Senior Notes will be senior obligations of the Senior Notes Issuer and will rank pari passu in right of
payment to all of the Senior Notes Issuer's existing and future senior indebtedness, and will rank senior in right of
payment to all existing and future indebtedness of the Senior Notes Issuer that is subordinated in right of payment to the
Senior Notes, if any. The Senior Notes will be effectively subordinated to any existing and future secured indebtedness of
the Senior Notes Issuer that is secured by assets that do not secure the Senior Notes or that is secured on a first-priority
basis over property and assets that secure the Senior Notes on a second-priority basis, including its guarantee of the
Senior Secured Notes, New Term Loan B Facilities, the Existing Credit Facilities and the Existing Senior Secured Notes,
to the extent of the value of the assets securing such indebtedness.
The Senior Secured Notes wil be jointly and severally guaranteed (the "Senior Secured Notes Guarantees")
on a senior secured basis (i) on the Issue Date, by INEOS Quattro Holdings Limited (the "Parent"), the Senior Notes
Issuer, INEOS Quattro Financing Limited (the "Company") and certain of the Company's subsidiaries (the "Initial
Subsidiary Guarantors" and, together with the Parent, the Senior Notes Issuer and the Company, the "Initial
Guarantors") and (ii) after the Issue Date (subject to certain approvals and security principles) by certain of the
Company's other subsidiaries (the "Subsequent Guarantors" and, together with the Initial Subsidiary Guarantors, the
"Subsidiary Guarantors" and, together with the Company, the Parent and the Senior Notes Issuer, the "Senior Secured
Notes Guarantors"). The Senior Secured Notes Guarantees will rank pari passu in right of payment with all existing and
future senior indebtedness of each Guarantor, including obligations under the New Term Loan B Facilities, the Existing
Credit Facilities and the Existing Senior Secured Notes, and will rank senior in right of payment to all existing and future
subordinated obligations of such Guarantor, including (other than in the case of the Parent and the Senior Notes Issuer)
its guarantee of the Senior Notes. The Senior Secured Notes Guarantees will be effectively subordinated to any existing
and future secured indebtedness of such Guarantor that is secured by assets that do not secure the Guarantees, to the
extent of the value of the assets securing such indebtedness. The Senior Notes will be jointly and severally guaranteed
(the "Senior Notes Guarantees" and, together with the Senior Secured Notes Guarantees, the "Guarantees") (i) on a
senior basis by the Parent and (ii) on a senior subordinated basis (x) on the Issue Date, by the Company, the Senior
Secured Notes Issuer and the Initial Subsidiary Guarantors and (y) after the Issue Date (subject to certain approvals and
security principles) by the Subsequent Guarantors. In addition, the Guarantees will be subject to contractual and legal
limitations under relevant local laws and may be released under certain circumstances. See "Limitations on the Validity
and Enforceability of the Guarantees and the Collateral and Certain Insolvency Considerations."
With respect to the Initial Senior Secured Notes Collateral, on the Issue Date, and with respect to the
Subsequent Senior Secured Notes Collateral, after the Issue Date (subject to certain approvals and security principles),
the Senior Secured Notes and the Senior Secured Guarantees will be secured on a first-priority basis in accordance with
the Intercreditor Agreement, subject to certain permitted collateral liens, by security interests over certain shares, bank
accounts, intercompany receivables, assets and real property of the Issuers and the Guarantors (together, the "Senior
Secured Notes Collateral"). See "Description of the Senior Secured Notes--Brief Description of the Notes, the
Guarantees and the Security--Security." As of the Issue Date, the Senior Notes will be secured on a second-priority basis
by the shares of the Company and the claims under the intercompany loan from the Senior Notes Issuer to the Company
(the "Senior Notes Proceeds Loan") representing the proceeds of the offering of the Senior Notes (together, the "Senior
Notes Collateral" and, together with the Senior Secured Notes Collateral, the "Collateral"). See "Description of the
Senior Notes--Brief Description of the Notes, the Guarantees and the Security--Security."
This offering memorandum includes more detailed information on the terms of the Notes, the Guarantees and
the security interests as briefly described above, including redemption and repurchase prices, security, covenants and
transfer restrictions, and thus, this offering memorandum should be read as a whole by any prospective purchaser in
making a determination as to whether to invest in the Notes. See "Description of the Senior Secured Notes" and
"Description of the Senior Notes".




There is currently no public market for the Notes. This document constitutes the listing particulars ("Listing
Particulars") in respect of the admission of the Notes to the Official List and to trading on the Euro MTF Market.
Application was made to the Luxembourg Stock Exchange for the approval of this document as Listing Particulars.
Application has been made for the Notes to be admitted to listing on the Official List of the Luxembourg Stock Exchange
and to trading on the Euro MTF Market. The Euro MTF Market is not a regulated market pursuant to the provisions of
Directive 2004/39/EC on markets in financial instruments, as amended. This offering memorandum constitutes a
prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019.

Investing in the Notes involves risks that are described in the "Risk Factors" section beginning on page 57
of this offering memorandum.
Issue price for the Euro Senior Secured Notes: 100.000% plus accrued interest, if any, from January 29, 2021.
Issue price for the Dollar Senior Secured Notes: 100.000% plus accrued interest, if any, from January 29, 2021.
Issue price for the Euro Senior Notes: 100.000% plus accrued interest, if any, from January 29, 2021.

The Notes and the Guarantees 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. Accordingly, the Notes may be offered
only in transactions that are exempt from registration under the Securities Act and the laws of any other relevant
jurisdiction. The Notes are being offered and sold only to (i) qualified institutional buyers ("QIBs") pursuant to
Rule 144A under the Securities Act ("Rule 144A") and (ii) non-U.S. persons outside the United States in reliance on
Regulation S under the Securities Act ("Regulation S"). For further details about eligible offerees and resale restrictions,
see "Notice to Investors."
Delivery of the Dollar Senior Secured Notes was made to investors in book-entry form through The Depository
Trust Company ("DTC") and the Euro Senior Secured Notes and Euro Senior Notes were delivered to investors in
book-entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream"), in each
case, on January 29, 2021. Interests in each global note will be exchangeable for the relevant definitive Notes only in
certain limited circumstances. See "Book-Entry; Delivery and Form."
Joint Global Coordinators
Barclays
BNP Paribas
Citigroup
Goldman Sachs
HSBC
J.P. Morgan
Bank Europe SE
(Euro Notes Joint

(Dollar Notes

(Euro Notes Joint (Euro Notes Joint
Physical
Sole Physical
Physical
Physical
Bookrunner)
Bookrunner)
Bookrunner)
Bookrunner)
Joint Bookrunners
ABN
BofA Securities COMMERZBANK Crédit Agricole CIB
Credit Suisse
Deutsche Bank
AMRO
Fifth Third ICBC ING
IMI--Intesa Sanpaolo
Lloyds Bank
Mizuho Securities
Securities
Corporate Markets
Morgan Stanley
NatWest Markets
Santander
Co-Managers
KBC Bank NV
MUFG

The date of these Listing Particulars is March 10, 2021.




TABLE OF CONTENTS
IMPORTANT INFORMATION .................................................................................................................................. ii
CERTAIN DEFINITIONS ................................... . . . . ................................................................................................ x
PRESENTATION OF FINANCIAL AND OTHER INFORMATION.................................................................... xvii
EXCHANGE RATE INFORMATION ................................................................................................................... xxix
FORWARD-LOOKING STATEMENTS . . . . . .......................... ............................................................................ xxx
TAX CONSIDERATIONS ..................................................................................................................................... xxxii
TRADEMARKS AND TRADE NAMES . . . . . .......................... ......................................................................... xxxii
HISTORICAL AND CURRENT MARKET AND INDUSTRY DATA ............................................................... xxxii
SUMMARY ................................................................................................................................................................... 1
THE OFFERING ......................................................................................................................................................... 23
SUMMARY HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL AND OTHER
INFORMATION ................................................... .............................................................................................. 33
RISK FACTORS ......................................................................................................................................................... 45
THE TRANSACTIONS . .......................................................................................................................................... 102
USE OF PROCEEDS ............................................... ................................................................................................ 105
CAPITALIZATION ................................................................................................................................................ . 107
SELECTED HISTORICAL FINANCIAL INFORMATION OF THE STYROLUTION BUSINESS .................... 109
SELECTED HISTORICAL FINANCIAL INFORMATION OF INOVYN ............ . . . . ........................................ 111
SELECTED HISTORICAL FINANCIAL INFORMATION OF BP PETROCHEMICALS ................................. . 114
OPERATING AND FINANCIAL REVIEW AND PROSPECTS .................. . . . . . . . . . ....................................... 116
INDUSTRY AND MARKET OVERVIEW ............................................................................................................ . 162
BUSINESS . . . . . . . . . . . .......................................................................................................................................... 214
MANAGEMENT . . . . . . . ...................................................................................................................................... . 280
PRINCIPAL SHAREHOLDERS ............................................................................................................................ . 286
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . ........................................ 287
DESCRIPTION OF OTHER INDEBTEDNESS ............................. ........................................................................ 290
DESCRIPTION OF THE SENIOR SECURED NOTES .................... . ................................................................... 327
DESCRIPTION OF THE SENIOR NOTES . . . ..................................................................................................... . 447
BOOK-ENTRY, DELIVERY AND FORM ................................. ............................................................................ 558
LIMITATIONS ON THE VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND THE
COLLATERAL AND CERTAIN INSOLVENCY CONSIDERATIONS .............. . ....................................... 563
CERTAIN TAX CONSIDERATIONS . . . . . . . ...................... ................................................................................ 643
NOTICE TO INVESTORS ................................................................................................................................... . . 648
ERISA CONSIDERATIONS .................................................................................................................................... 652
PLAN OF DISTRIBUTION .................................................................................................................................... . 654
LEGAL MATTERS . . . . ....................................................................................................................................... . . 658
INDEPENDENT AUDITORS ............................. . . . . . . ...................................................................................... . 658
WHERE YOU CAN FIND MORE INFORMATION .......................................................................................... .... 659
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS .................................................................... 660
LISTING AND GENERAL INFORMATION ............................... .......................................................................... 670
GLOSSARY OF SELECTED TERMS .................................................................................................................... G-1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION ...................... PF-1
INDEX TO FINANCIAL INFORMATION . . . .......................... ............................................................................ F-1
i




IMPORTANT INFORMATION
As used in this offering memorandum, unless the context otherwise requires, references to the "Issuers" are to
INEOS Quattro Finance 2 Plc and INEOS Quattro Finance 1 Plc, collectively, references to the "Parent" are to INEOS
Quattro Holdings Limited (formerly known as INEOS Styrolution Holding Limited), references to the "Company" are to
INEOS Quattro Financing Limited (formerly known as INEOS Styrolution Financing Limited), a direct subsidiary of the
Parent, references to "we," "us," "our" and the "Group" are to the Parent and its consolidated subsidiaries after giving
effect to the Acquisitions and standalone references to either "2017", "2018" and "2019" relate to the calendar year from
January 1 to December 31 of said year unless otherwise stated.
You should rely only on the information contained in this offering memorandum. We have not, and Barclays
Bank PLC; Barclays Capital, Inc.; BNP Paribas; Citigroup Global Markets Inc.; Citigroup Global Markets Limited;
Goldman Sachs Bank Europe SE; HSBC Bank PLC; J.P. Morgan Securities PLC; ABN AMRO Bank N.V.; ABN
AMRO Securities (USA) LLC; Banco Santander, S.A.; BofA Securities, Inc.; Commerzbank Aktiengesellschaft;
Commerz Markets LLC; Crédit Agricole Corporate and Investment Bank; Credit Suisse Securities (Europe) Limited;
Deutsche Bank AG, London Branch; Fifth Third Securities, Inc.; ICBC Standard Bank Plc; ING Bank N.V., London
Branch; Intesa Sanpaolo S.p.A.; KBC Bank NV; Lloyds Bank Corporate Markets plc; Merrill Lynch International;
Mizuho International plc; Mizuho Securities USA LLC; Morgan Stanley & Co. International plc; MUFG Securities
EMEA plc; MUFG Securities Americas Inc.; NatWest Markets Plc; NatWest Markets Securities Inc. and Santander
Investment Securities Inc. (the "Initial Purchasers") have not, authorized anyone to provide you with information that is
different from the information contained herein. If anyone provides you with different or inconsistent information, you
should not rely on it. You should assume that the information appearing in this offering memorandum is accurate only as
of the date on the front cover of this offering memorandum. Our business, financial condition, results of operations and
prospects may have changed since that date.
This offering memorandum is not an offer to sell, or a solicitation of an offer to buy, any Notes by any person in
any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. No action has been, or
will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose. By
purchasing Notes, you will be deemed to have made the acknowledgments, representations, warranties and agreements
described under the heading "Notice to Investors" 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.
None of the Initial Purchasers, the Trustees, the Security Agent, the Paying Agents, the Registrars or the
Transfer Agents or their affiliates makes any 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 should be relied upon as, a promise or representation by the above persons as to the past or future.
You must comply with all applicable laws and regulations in force in any applicable jurisdiction and you must
obtain any consent, approval or permission required by you for the purchase, offer or sale of the Notes under the laws and
regulations in force in the jurisdiction to which you are subject or in which you make such purchase, offer or sale, and
neither we nor the Initial Purchasers or their affiliates will have any responsibility therefor.
Neither we, the Initial Purchasers, the Trustees, the Security Agent or their agents or affiliates are making any
representation to any purchaser of the Notes regarding the legality of an investment in the Notes by such purchaser under
any legal investment or similar laws or regulations. You should not consider any information in this offering
memorandum to be legal, business, tax, regulatory or any other advice. You should consult your own attorney, business
advisor and tax advisor for legal, business and tax advice regarding an investment in the Notes.
The Notes and the related Guarantees have not been and will not be registered under the Securities Act or the
securities laws of any state 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) except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. The Notes and the related Guarantees are being offered
and sold outside the United States to non-U.S. persons in reliance on Regulation S and within the United States to QIBs
in reliance on Rule 144A. Prospective purchasers are hereby notified that the sellers of the Notes may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
We have prepared this offering memorandum solely for use in connection with the offer of the Notes to
qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons (within the meaning of
Regulation S under the Securities Act) outside the United States under Regulation S under the Securities Act.
ii




This offering memorandum is based on information provided by us and by other sources that we believe are
reliable. We cannot assure you that information included herein is accurate or complete. This offering memorandum
summarizes certain documents and other information and we refer you to them for a more complete understanding of the
discussions in this offering memorandum. We will make copies of certain documents available to you upon request. In
making an investment decision, you must rely on your own examination of our company, the terms of the Offering and
the Notes, including the merits and risks involved.
By purchasing the Notes, you will be deemed to have acknowledged that you have reviewed this offering
memorandum and have had an opportunity to request, and have received, all additional information that you need from
us. You should understand that you may be required to bear the financial risks of your investment for an indefinite period
of time.
The information contained under the caption "Exchange Rate Information" includes extracts from information
and data publicly released by official and other sources. While we accept responsibility for accurately summarizing the
information concerning exchange rate information, we accept no further responsibility in respect of such information.
The information set out in relation to sections of this offering memorandum describing clearing and settlement
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 DTC, Euroclear or Clearstream currently in effect. Neither we,
the Initial Purchasers, the Trustees or their affiliates or agents will, nor will any of our agents, have responsibility for the
performance of the respective obligations of DTC, Euroclear and Clearstream or their respective participants under the
rules and procedures governing their operations, nor any responsibility or liability for any aspect of the records relating
to, or payments made on account of, book-entry interests held through the facilities of any clearing system or for
maintaining, supervising or reviewing any records relating to these book-entry interests. Investors wishing to use these
clearing systems are advised to confirm the continued applicability of their rules, regulations and procedures. The
information described in this paragraph that has been sourced from third parties has been accurately reproduced and as
far as the Issuers are aware, and are able to ascertain from published information, no facts have been omitted that would
render the reproduced information inaccurate or misleading.
We reserve the right to withdraw the Offering at any time and we and the Initial Purchasers reserve the right to
reject any commitment to subscribe for the Notes in whole or in part and to allot to any prospective purchaser less than
the full amount of Notes sought by such purchaser. The Initial Purchasers and certain related entities may acquire for
their own account a portion of the Notes. See "Plan of Distribution."
None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission or any
other regulatory authority has approved or disapproved these securities, nor has any of the foregoing authorities passed
upon or endorsed the merits of the Offering or the accuracy or adequacy of this offering memorandum. Any
representation to the contrary is a criminal offense.
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 applicable securities laws of any other jurisdiction pursuant to registration or
exemption therefrom.

STABILIZATION
IN CONNECTION WITH THE OFFERING, BARCLAYS BANK PLC (THE "EURO SENIOR SECURED
NOTES STABILIZING MANAGER" AND THE "EURO SENIOR NOTES STABILIZING MANAGER") AND
CITIGROUP GLOBAL MARKETS INC. (THE "DOLLAR SENIOR SECURED NOTES STABILIZING
MANAGER") (THE EURO SENIOR SECURED NOTES STABILIZING MANAGER, THE EURO SENIOR NOTES
STABILIZING MANAGER AND THE DOLLAR SENIOR SECURED NOTES STABILIZING MANAGER, THE
"STABILIZING MANAGERS") (OR PERSONS ACTING ON BEHALF OF THE RESPECTIVE STABILIZING
MANAGERS) MAY OVER ALLOT 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, STABILIZATION 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 RELEVANT SERIES OF NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME,
BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE
RELEVANT SERIES OF NOTES (THE "ISSUE DATE") AND 60 DAYS AFTER THE DATE OF THE
iii




ALLOTMENT OF THE RELEVANT SERIES OF NOTES. ANY STABILIZATION ACTION OR OVER
ALLOTMENT MUST BE CONDUCTED BY ANY STABILIZING MANAGER (OR PERSONS ACTING ON ITS
BEHALF) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

NOTICE TO U.S. INVESTORS
Each purchaser of the Notes will be deemed to have made the representations, warranties and acknowledgments
that are described in this offering memorandum under the caption "Notice to Investors."
The Notes and the Guarantees 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. In the United States, the Offering
is being made only to "qualified institutional buyers" (as defined in Rule 144A). Prospective purchasers that are qualified
institutional buyers are hereby notified that the Initial Purchasers of the Notes may be relying on an exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. Outside the United States, the Offering is being
made to non-U.S. persons in offshore transactions (each as defined in Regulation S). For a description of certain further
restrictions on resale or transfer of the Notes, see "Notice to 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 EEA 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 EEA. For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID
II"); (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution Directive"),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a "qualified investor" as defined in the EU Prospectus Regulation. Consequently, no key information document
required by Regulation (EU) 1286/2014 (as amended, the "EU 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 EU PRIIPs
Regulation.
This Offering Memorandum has been prepared on the basis that any offer of Notes in any Member State of the
EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") from
the requirement to publish a prospectus for offers of Notes. This Offering Memorandum is not a prospectus for the
purposes of the Prospectus Regulation and any relevant implementing measure in each member state of the EEA. No
prospectus is required in accordance with the Prospectus Regulation for this issue of Notes.

NOTICE TO U.K. 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 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 ("EUWA"); or (ii) a customer within the meaning
of the provisions of the Financial Services and Markets Act 2000 (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 (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation.
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
iv




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. This offering memorandum
has been prepared on the basis that any offer of the securities in the United Kingdom will be made pursuant to an
exemption under the under the UK Prospectus Regulation from a requirement to publish a prospectus for offers of
securities. This offering memorandum is not a prospectus for the purpose of the UK Prospectus Regulation.
In the United Kingdom, this offering memorandum is being distributed only to and is directed only at:
(a) persons who are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the "Order"), (b) high net worth companies, unincorporated
associations and other bodies within the categories described in Article 49(2)(a) to (d) of the Order and (c) any other
persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the
FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). Any person who is not a relevant
person should not act or rely on this document or any of its contents. Any investment or investment activity to which this
offering memorandum relates is available only to relevant persons and will be engaged in only with relevant persons.
Each Initial Purchaser: (a) has only communicated or caused to be communicated and wil only communicate or cause to
be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the
FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the
FSMA does not apply to the Issuers or any Guarantor and (b) has complied and will comply with all applicable
provisions of the FSMA in respect of anything done by it in relation to any Notes in, from or otherwise involving the
United Kingdom.

NOTICE TO BELGIAN INVESTORS
This offering memorandum relates to a private placement of the Notes and does not constitute an offer or
solicitation to the public in Belgium to subscribe for or acquire the Notes. The Notes may be offered in Belgium solely to
qualified investors within the meaning of the EU Prospectus Regulation and the Belgian Act of 11 July 2018 on the
public offering of investment instruments and the admission of investment instruments to trading on a regulated market
(the "Belgian Prospectus Act"), as such term is defined therein, and/or on the basis of any other exemption as referred to
in Article 1, paragraph 4 of the EU Prospectus Regulation.
The Offering has not been and will not be notified to, and this offering memorandum has not been, and will not
be, notified to, or approved by, the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële
Diensten en Markten/Autorité des Services et Marchés Financiers) pursuant to the Belgian laws and regulations
applicable to the public offering of notes.
The Offering, and any materials relating to the Offering, may not be advertised to, the Notes are not intended to
be offered, sold or otherwise made available to, and neither this offering memorandum nor any other information
circular, brochure or similar documents may be distributed, directly or indirectly, to, and the Notes should not be offered,
sold or otherwise made available in Belgium to (i) any other person located and/or resident in Belgium other than in
circumstances which do not constitute an offer to the public in Belgium pursuant to the Prospectus Regulation and the
Belgian Prospectus Act or (ii) any person qualifying as a consumer (consument / consommateur) within the meaning of
the Belgian economic law code (Wetboek van economisch recht/Code de droit économique), as amended from time to
time (the "Belgian Code of Economic Law").

NOTICE TO CANADIAN INVESTORS
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this offering memorandum (including any amendment thereto) contains a misrepresentation,
v




provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by
the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions
of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal
advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Initial
Purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of
interest in connection with the Offering.

NOTICE TO FRENCH INVESTORS
This offering memorandum has not been prepared in the context of a public offering of financial securities in
France within the meaning of the EU Prospectus Regulation and, therefore, has not been approved by, or registered or
filed with the Autorité des marchés financiers (the French financial markets authority ("AMF")) and does not require a
prospectus to be submitted for approval to the AMF.
Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in France (offre au
public de titres financiers) (other than to qualified investors and/or a restricted circle of investors acting for their own
account), and neither this offering memorandum nor any offering or marketing materials relating to the Notes may be
made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in France
(other than to qualified investors and/or a restricted circle of investors acting for their own account).
The Notes may only be offered or sold in France to: (i) a restricted circle of investors acting for their own
account (cercle restreint d'investisseurs agissant pour compte propre) in accordance with Articles L. 411-2 and D. 411-4
of the French Code monétaire et financier and/or to qualified investors (investisseurs qualifiés) as defined by Article 2(e)
of the EU Prospectus Regulation. Prospective investors are informed that: (i) this offering memorandum has not been and
will not be submitted for clearance to the AMF; (ii) in compliance with Article L.411-2 of the French Code monétaire et
financier, the restricted circle of investors subscribing for the Notes should be acting for its own account and (iii) the
direct and indirect distribution or sale to the public of the Notes acquired by them and the qualified investors may only be
made in compliance with Articles L. 411-1, L. 411-2, L. 412-1, L. 621-8 to L. 621-8-2 of the French Code monétaire et
financier and applicable regulations thereunder.
Investors in France and persons into whose possession offering materials come must inform themselves about,
and observe, any such restrictions.

NOTICE TO HONG KONG INVESTORS
The Notes may not be offered or sold in Hong Kong by means of any document, any Notes other than (a) to
"professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and
any rules made under the SFO; or (b) in other circumstances which do not result in the document being a "prospectus" as
defined in the Companies (Winding Up and Miscellaneous Provisions Ordinance (Cap. 32) of Hong Kong (the
"C(WUMP)O") or which do not constitute an offer to the public within the meaning of the C(WUMP)O; and
No advertisement, invitation or document relating to the Notes may be issued or may be in the possession of any
person for the purposes 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 of Hong Kong (except if permitted to do so under the securities
laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside
Hong Kong or only to "professional investors" as defined in the SFO and any rules made under the SFO.

NOTICE TO ITALIAN INVESTORS
The offering of the Notes has not been registered with the Commissione Nazionale per la Società e la Borsa
("CONSOB") pursuant to Italian securities legislation and, accordingly, no Notes may be offered, sold or delivered, nor
vi




may copies of this offering memorandum or of any other document relating to the Notes be distributed in the Republic of
Italy, except: (i) to qualified investors (investitori qualificati), as defined pursuant to Article 2 of Regulation (EU)
No. 1129 of 14 June 2017 (the "Prospectus Regulation"), Article 100 of Legislative Decree No. 58 of 24 February 1998,
as amended (the "Financial Services Act") and the implementing CONSOB regulations, including CONSOB Regulation
No. 11971 of May 14, 1999, as amended; or (ii) in any other circumstances which are exempted from the rules on public
offerings pursuant to Article 1 of the Prospectus Regulation and any other applicable Italian laws and regulations.
Any offer, sale or delivery of the Notes or distribution of copies of these Listing Particulars or any other
document relating to the Notes in the Republic of Italy under paragraph (i) or (ii) above must: (a) be made by an
investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in
accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018 (as amended from
time to time) and Legislative Decree No. 385 of 1 September 1993, as amended (the "Banking Act") and any other
applicable laws or regulations; (b) comply with all relevant Italian securities, tax, exchange control and any other
applicable laws and regulations and any other applicable requirement or limitation that may be imposed from time to
time by CONSOB, the Bank of Italy (including the reporting requirements, where applicable, pursuant to Article 129 of
the Banking Act and the implementing guidelines of the Bank of Italy, issued on 25 August 2015 (as amended on
10 August 2016 and as further amended from time to time) or and/or any other Italian authority; and (c) in compliance
with any other applicable laws and regulations or requirement imposed by CONSOB or the Bank of Italy or any other
Italian authority.

NOTICE TO KOREAN INVESTORS
A registration statement for the offering and sale of the Notes has not been and will not be filed under the
Financial Investment Services and Capital Markets Act of Korea. Accordingly, the Notes may not be offered, sold or
delivered, directly or indirectly, in Korea or to, or for the account or benefit of, any Korean resident (as such term is
defined in the Foreign Exchange Transaction Law of Korea), except as otherwise permitted under applicable Korean laws
and regulations.

NOTICE TO MEXICAN INVESTORS
The Notes have not been and will not be registered with the National Securities Registry (Registro Nacional de
Valores) maintained by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de
Valores, "CNBV"), and may not be offered, sold, traded publicly, or otherwise be the subject of brokerage activities in
Mexico, except as provided by the private placement exemption set forth under Article 8 of the Mexican Securities
Market Law (Ley del Mercado de Valores), pursuant to which the Notes may be offered in Mexico exclusively to
institutional and qualified investors. The information contained in this offering memorandum is the exclusive
responsibility of the Issuers and has not been reviewed or authorized by the CNBV. In making an investment decision, all
investors, including any Mexican investors, who may acquire Notes from time to time, must rely on their own
examination of the Issuers and the Guarantors, the terms of the Offering and this offering memorandum, including the
merits and risks involved.

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 June 29, 2007 No. 75 (the "Norwegian Securities
Trading Act") or the EU Prospectus Regulation, as implemented in Norway in accordance with Section 7-1 of the
Norwegian Securities Trading Act, 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 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 and the EU Prospectus Regulation.
vii