Obligation Rede Ouro São Luiz 4.5% ( USL7915TAA09 ) en USD

Rede Ouro São Luiz

100 % ▲

Bresil

USL7915TAA09 ( en USD )

4.5% par an ( paiement semestriel )

21/01/2030

Prospectus brochure de l'obligation Rede Dor Sao Luiz USL7915TAA09 en USD 4.5%, échéance 21/01/2030

200 000 USD

1 200 000 000 USD

L7915TAA0

BB ( Spéculatif )

N/A

22/01/2027 ( Dans 180 jours )

Rede D'Or São Luiz est un grand réseau privé d'hôpitaux et de services de santé au Brésil, offrant une large gamme de soins médicaux.

L'Obligation émise par Rede Ouro São Luiz ( Bresil ) , en USD, avec le code ISIN USL7915TAA09, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/01/2030
L'Obligation émise par Rede Ouro São Luiz ( Bresil ) , en USD, avec le code ISIN USL7915TAA09, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

OFFERING MEMORANDUM
U.S.$350,000,000

Rede D'Or Finance
(incorporated in the Grand Duchy of Luxembourg)
4.500% Notes due 2030
Unconditionally and irrevocably guaranteed by
Rede D'Or São Luiz S.A.
(incorporated in the Federative Republic of Brazil)

Rede D'Or Finance, or the Issuer, a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of
Luxembourg, having its registered office at 48, Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg
Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B221035, is offering U.S.$350,000,000 million in aggregate principal
amount of its 4.500% senior notes due January 22, 2030 pursuant to this offering, or the new notes. The new notes will be additional notes issued under the indenture, dated as
of January 22, 2020, pursuant to which the issuer initially issued U.S.$850,000,000 aggregate principal amount of 4.500% notes due 2030, or the initial notes. The new notes
will have terms and conditions identical to the initial notes, other than the issue date and issue price, and will constitute part of the same series as, and vote together as a single
class with, the initial notes. The new notes and the initial notes will share the same ISIN, CUSIP and Common Code numbers and be fungible, except that the new notes offered
and sold in offshore transactions under Regulation S shall be issued and maintained under temporary ISIN, CUSIP and Common Code numbers during a 40-day distribution
compliance period commencing on their issue date. References to the "notes" refer to the new notes and the initial notes collectively, unless the context otherwise requires. The
notes will be unconditionally and irrevocably guaranteed by Rede D'Or São Luiz S.A., or the Guarantor or Rede D'Or, a corporation (sociedade anônima) incorporated under
the laws of the Federative Republic of Brazil.

The notes will bear interest at the rate of 4.500% per annum. Interest on the notes is payable semi-annually in arrears on January 22 and July 22 of each year, commencing
on July 22, 2020. The notes will mature on January 22, 2030.

The notes will be unsecured and unsubordinated obligations of the Issuer, ranking equal in right of payment with all other existing and future unsecured and unsubordinated
debt of the Issuer. The guarantee will be an unsecured and unsubordinated obligation of the Guarantor, ranking equal in right of payment with all of its other existing and future
unsecured and unsubordinated debt.

The Issuer may, at its option, redeem the notes, in whole or in part, at any time, prior to October 22, 2029 (which is the date that is three months prior to the maturity of
the notes), at any time, at the redemption prices set forth in this offering memorandum, plus accrued and unpaid interest and additional amounts, if any, to but excluding the
redemption date. If the redemption date of the notes is on or after October 22, 2029, the redemption price will equal 100.000% of the principal amount of the notes, plus accrued
and unpaid interest and additional amounts, if any, to, but excluding the redemption date. In addition, prior to January 22, 2023, the Issuer may redeem up to 35% of the notes
from the proceeds of certain equity offerings. The notes may also be redeemed by the Issuer or Rede D'Or, in whole but not in part, at 100.000% of their principal amount plus
accrued interest and additional amounts, if any, at any time upon the occurrence of specified tax events, as set forth in this offering memorandum. See "Description of the New
Notes--Redemption." If a specified change of control event as described herein occurs, unless the Issuer or Rede D'Or has exercised its option to redeem the notes, the Issuer
will be required to offer to purchase the notes at 101% of the principal amount of the notes, plus accrued interest and unpaid interest and additional amounts.

Application has been made to the Luxembourg Stock Exchange for the new notes to be admitted to the Official List of the Luxembourg Stock Exchange and to be admitted
to trading on the Luxembourg Stock Exchange's Euro MTF market. The Euro MTF market is not a regulated market but is a multilateral trading facility for the purposes of the
Markets in Financial Instruments Directive II (Directive 2014/65/EU). The Euro MTF market falls within the scope of Regulation (EC) 596/2014 on market abuse and the
related Directive 2014/57/EU on criminal sanctions for market abuse. This offering memorandum constitutes a prospectus for the purposes of Part IV of the Luxembourg law
dated July 16, 2019 on prospectuses for securities (the "Luxembourg Prospectus Law").
Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities' commission has approved or disapproved of these securities or determined
whether this offering memorandum is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in the new notes involves risks. See "Risk Factors" beginning on page 30.

The new notes and the guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or the Securities Act, or any state securities
laws and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act, or Regulation S), except in transactions exempt
from, or not subject to, the registration requirements of the Securities Act. Accordingly, the new notes are being offered and sold only to persons reasonably believed to be
qualified institutional buyers in accordance with Rule 144A under the Securities Act, or Rule 144A, and outside the United States in accordance with Regulation S. Prospective
purchasers that are reasonably believed to be qualified institutional buyers are hereby notified that the seller of the notes may be relying on the exemption from the provisions
of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfer of the notes, see "Transfer Restrictions."

Price: 100.784% plus accrued interest, from, and including, January 22, 2020 to, but excluding, February 13, 2020

Delivery of the new notes is expected to be made to investors in book-entry form through The Depository Trust Company, or DTC, for the accounts of its direct and
indirect participants, including Euroclear Bank S.A./N.V., or Euroclear, and Clearstream Banking, société anonyme, or Clearstream, on or about February 13, 2020.

Global Coordinators and Joint Bookrunners

BofA Securities
Itaú BBA
J.P. Morgan

Joint Bookrunners

Bradesco BBI
BTG Pactual
Santander
The date of this offering memorandum is February 13, 2020.

TABLE OF CONTENTS
Presentation of Financial and Other Information ........................................................................................................... 1
Forward-Looking Statements ........................................................................................................................................ 5
Summary........................................................................................................................................................................ 7
The Offering ................................................................................................................................................................ 22
Summary Financial Information .................................................................................................................................. 27
Risk Factors ................................................................................................................................................................. 30
Exchange Rates ........................................................................................................................................................... 56
Use of Proceeds ........................................................................................................................................................... 57
The Issuer .................................................................................................................................................................... 58
Capitalization ............................................................................................................................................................... 59
Selected Financial Information .................................................................................................................................... 60
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 66
Industry ...................................................................................................................................................................... 102
Business ..................................................................................................................................................................... 107
Management .............................................................................................................................................................. 138
Principal Shareholders ............................................................................................................................................... 146
Related Party Transactions ........................................................................................................................................ 148
Description of the New Notes .................................................................................................................................... 150
Taxation ..................................................................................................................................................................... 170
Certain ERISA and Related Considerations .............................................................................................................. 178
Plan of Distribution ................................................................................................................................................... 180
Transfer Restrictions .................................................................................................................................................. 188
Enforcement of Judgments ........................................................................................................................................ 192
Legal Matters ............................................................................................................................................................. 198
Independent Auditors ................................................................................................................................................ 199
Listing and General Information................................................................................................................................ 200
Index to Financial Statements .................................................................................................................................... F-1

In this offering memorandum, the term "Issuer" refers to Rede D'Or Finance. In this offering memorandum,
except where the context requires otherwise, the terms "Rede D'Or" or "Guarantor" mean Rede D'Or São Luiz S.A.,
a corporation (sociedade anônima) incorporated under the laws of the Federative Republic of Brazil, on an individual
basis, and the terms "we," "us," and "our" mean Rede D'Or together with its consolidated subsidiaries.
In this offering memorandum, the term "Initial Purchasers" refers collectively to BofA Securities, Inc., Banco
Bradesco BBI S.A., Banco BTG Pactual S.A. Cayman Branch, Itau BBA USA Securities, Inc., J.P. Morgan
Securities LLC and Santander Investment Securities Inc.
In addition, the term "Brazil" refers to the Federative Republic of Brazil and the phrase "Brazilian
government" refers to the federal government of Brazil. The term "Central Bank" refers to the Central Bank of Brazil.
All references to "real," "reais" or "R$" are to the Brazilian real, the official currency of Brazil and all references to
"U.S. dollar," "U.S. dollars" or "US$" are to U.S. dollars, the official currency of the United States. Unless otherwise
stated, all numbers included in this offering memorandum are expressed in Brazilian reais. This offering memorandum
contains translations of various Brazilian real amounts into U.S. dollars at specified rates solely for your convenience.
You should not construe these translations as representations by us that the Brazilian real amounts actually represent
these U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated or at any other rate. Unless
otherwise indicated, we have converted the Brazilian real amounts using a rate of R$4.1644, which was the selling
exchange rate for U.S. dollars as of September 30, 2019, as published by the Central Bank on its electronic information
system, SISBACEN. In addition, reference to "2018" refers to the year ended December 31, 2018, reference to "2017"
refers to the year ended December 31, 2017 and reference to "2016" refers to the year ended December 31, 2016.

i

We and the Initial Purchasers have not authorized anyone to provide any information other than that
contained in this offering memorandum prepared by us. We and the Initial Purchasers take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. You
should assume that the information in this offering memorandum is accurate only as of the date on the front
cover of this offering memorandum, regardless of time of delivery of this offering memorandum or any sale of
the new notes. Our business, financial condition, results of operations and prospects may change after the date
on the front cover of this offering memorandum. Neither we nor the Initial Purchasers are making an offer to
sell the new notes in any jurisdiction where the offer or sale is not permitted.
We and the Issuer, having made all reasonable inquiries, confirm that the information contained in
this offering memorandum with regard to them and us is true and accurate in all material respects, that the
opinions and intentions expressed in this offering memorandum are honestly held, and that there are no other
facts the omission of which would make this offering memorandum as a whole or any of such information or
the expression of any such opinions or intentions misleading in any material respect. We and the Issuer accept
responsibility accordingly.

We are relying on exemptions from registration under the Securities Act for offers and sales of securities that
do not involve a public offering. The new notes offered are subject to restrictions on transferability and resale and
may not be transferred or resold in the United States, except as permitted under the Securities Act and applicable U.S.
state securities laws pursuant to registration or exemption from them. By purchasing the new notes, you will be deemed
to have made the acknowledgements, representations, warranties and agreements described under the heading
"Transfer Restrictions." You should understand that you may be required to bear the financial risks of your investment
in the new notes for an indefinite period of time.
The Issuer has applied to have the new notes admitted to listing on the Official List of the Luxembourg Stock
Exchange and to be admitted to trading on the Luxembourg Stock Exchange's Euro MTF Market. The Luxembourg
Stock Exchange's Euro MTF Market takes no responsibility for the contents of this offering memorandum, makes no
representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this offering memorandum.
We have prepared this offering memorandum for use solely in connection with the proposed offering of the
new notes outside of Brazil. This offering memorandum does not constitute an offer to any other person other than
the offeree to whom it has been delivered or to the public in general to acquire the new notes. Each offeree, by
accepting delivery of this offering memorandum, agrees to the foregoing.
Neither this offering memorandum nor any other information supplied in connection with the new notes
should be considered as a recommendation by us or any of the Initial Purchasers that any recipient of this offering
memorandum or any other information supplied in connection with the new notes should subscribe for or purchase
any new notes. Each investor contemplating subscribing for or purchasing any new notes should make its own
independent investigation of our financial condition and affairs, and its own appraisal of our creditworthiness. This
offering memorandum does not constitute an offer of, or an invitation by or on behalf of us, any Initial Purchaser or
the Trustee (as defined herein) to subscribe to, or purchase, any of the new notes in any jurisdiction where such offer
is not permitted. The distribution of this offering memorandum and the offering of the new notes in certain jurisdictions
may be restricted by law. Persons into whose possession this offering memorandum comes are required by us, each
of the Initial Purchasers and the Trustee to inform themselves about and to observe any such restrictions. None of us,
nor any Initial Purchaser represents that this offering memorandum may be lawfully distributed, or that any new notes
may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction,
or pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any such distribution
or offering. In particular, no action has been taken by us or any Initial Purchaser that is intended to permit a public
offering of any new notes or distribution of this offering memorandum in any jurisdiction where action for that purpose
is required. Accordingly, no new notes may be offered or sold, directly or indirectly, and neither this offering
memorandum nor any advertisement or other offering material may be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with any applicable laws and regulations.
ii

We have prepared this offering memorandum solely for use in connection with the proposed offering of the
new notes, and it may only be used for that purpose. The Issuer and the Initial Purchasers reserve the right to reject
any offer to purchase, in whole or in part, for any reason, or to sell less than all of the new notes offered by this offering
memorandum.
This offering memorandum summarizes certain documents and other information and we refer you to them
for a more complete understanding of what we discuss in this offering memorandum. In making an investment decision,
you must rely on your own examination of our company and the terms of this offering and the new notes, including
the merits and risks involved.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this offering memorandum. Nothing contained in this offering
memorandum is, or shall be relied upon as, a promise or representation by us or the Initial Purchasers as to the past or
the future.
We and the Initial Purchasers are not making any representation to any purchaser of the new notes regarding
the legality of an investment in the new notes under any investment law or similar laws or regulations. You should
not consider any information in this offering memorandum to be advice whether legal, business, accounting or tax.
You should consult your own attorney or other professional for any legal, business, accounting or tax advice regarding
an investment in the new notes.
You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase,
offer or sell the new notes or possess or distribute this offering memorandum and must obtain any consent, approval
or permission required for your purchase, offer or sale of the new notes under the laws and regulations in force in any
jurisdiction to which you are subject or in which you make such purchases, offers or sales. None of us, the Issuer, the
Initial Purchasers, or its affiliates will have any responsibility therefor.
This offering memorandum has been prepared on the basis that any offer of new notes in any Member State
of the European Economic Area (the "EEA") or the United Kingdom ("UK") will be made pursuant to an exemption
under the Prospectus Regulation from the requirement to publish a prospectus for offers of notes. The expression
"Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or superseded).
Prohibition of Sales to EEA and UK Retail Investors: The new 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 or 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 (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the
meaning of Directive (EU) 2016/97, 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 invest 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 selling the new notes or otherwise making them available to retail investors in the EEA or the UK has been
prepared and therefore offering or selling the new notes or otherwise making them available to any retail investor in
the EEA or the UK may be unlawful under the PRIIPs Regulation.
Each person in a Member State of the EEA or the UK who receives any communication in respect of, or who
acquires any new notes under, the offers to the public contemplated in this offering memorandum, or to whom the
new notes are otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed to
and with each Initial Purchaser and the Issuer that it and any person on whose behalf it acquires new notes is not a
"Retail Investor" (as defined above).
References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as
they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended) or have
been implemented in UK domestic law, as appropriate.
In connection with the offering of the new notes, the Initial Purchasers (the "Stabilising Manager(s)") (or
persons acting on their behalf) may over allot new notes or effect transactions with a view to supporting the market
price of the notes during the stabilisation period at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date of adequate public
iii

disclosure of the terms of the offer of the new notes and, if begun, may cease at any time, but it must end no later than
30 calendar days after the date on which the Issuer received the proceeds of the issue, or no later than 60 calendar days
after the date of allotment of the new notes, whichever is earlier. Any stabilisation action or over allotment must be
conducted by the relevant Stabilising Manager(s) (or persons acting on their behalf) in accordance with all applicable
laws and rules.

Notice to Investors within Brazil
THE NEW NOTES (AND THE RELATED GUARANTEE) HAVE NOT BEEN, AND WILL NOT
BE, REGISTERED WITH THE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (COMISSÃO
DE VALORES MOBILIÁRIOS), OR THE CVM. THE NEW NOTES (AND THE RELATED GUARANTEE)
MAY NOT BE OFFERED OR SOLD IN BRAZIL, EXCEPT IN CIRCUMSTANCES THAT DO NOT
CONSTITUTE A PUBLIC OFFERING OR UNAUTHORIZED DISTRIBUTION UNDER BRAZILIAN
LAWS AND REGULATIONS. THE NEW NOTES (AND THE RELATED GUARANTEE) ARE NOT BEING
OFFERED IN BRAZIL. DOCUMENTS RELATING TO THE OFFERING OF THE NEW NOTES, AS
WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN
BRAZIL, NOR BE USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OR SALE OF THE
NEW NOTES TO THE PUBLIC IN BRAZIL.

Notice to Investors within Luxembourg
The terms and conditions relating to this offering memorandum have not been approved by and will not be
submitted for approval to the Luxembourg Financial Sector Supervisory Authority (Commission de Surveillance du
Secteur Financier) for purposes of public offering or sale in Luxembourg. Accordingly, the new notes may not be
offered or sold to the public in Luxembourg, directly or indirectly, and neither this offering memorandum, the
indenture nor any other circular, prospectus, form of application, advertisement or other material related to such offer
may be distributed, or otherwise be made available in or from, or published in, Luxembourg except in circumstances
where the offer benefits from an exemption to or constitutes a transaction otherwise not subject to the requirement to
publish a prospectus, in accordance with Regulation (EU) 2017/1129 and the Luxembourg law of July 16, 2019 on
prospectuses for securities and except for the sole purpose of the listing of the new notes on the Official List of the
Luxembourg Stock Exchange and their admission to trading on the Luxembourg Stock exchange's Euro MTF market.

Additional Information
While any new notes remain outstanding, the Issuer and the Guarantor will make available, upon request, to
any holder and any prospective purchaser of new notes the information required pursuant to Rule 144A(d)(4)(i) under
the Securities Act, during any period in which the Issuer and the Guarantor (1) is not subject to, and in compliance
with, Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or (2)
becomes exempt from such reporting requirements pursuant to, and in compliance with, Rule 12g3-2(b) of the
Exchange Act (as amended from time to time and including any successor provision).
iv

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements and Other Financial Information
We maintain our books and records in Brazilian reais, the functional currency of our operations in Brazil and
the presentation currency for our financial statements.
The financial information contained in this offering memorandum is derived from our accounting records
and our (i) unaudited interim consolidated financial statements as of September 30, 2019 and for the nine months
ended September 30, 2019 and 2018, or the Interim Financial Statements and (ii) audited consolidated financial
statements as of and for the years ended December 31, 2018, 2017 and 2016, or the Year End Financial Statements.
The Year End Financial Statements were prepared in accordance with International Financial Reporting
Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB, and in accordance with
the accounting practices adopted in Brazil, or Brazilian GAAP. Brazilian GAAP includes:
· Brazilian Law No. 6,404, dated December 15, 1976, as amended, or the Brazilian Corporate Law; and
· the accounting pronouncements, standards, guidelines and interpretations issued by the Brazilian
Accounting Pronouncements Committee (Comitê de Pronunciamentos Contábeis), or CPC, and
approved by the CVM and by the Brazilian Federal Accounting Council (Conselho Federal de
Contabilidade CFC).
The Interim Financial Statements were prepared in accordance with the International Accounting Standards,
or IAS, IAS 34 Interim Financial Reporting as issued by the IASB, and CPC 21 (R1) Interim Financial Reporting.
Our financial statements included elsewhere in this offering memorandum present information on both a
consolidated and individual basis. Despite the inclusion in this offering memorandum of individual financial
information as part of the financial statements included herein, unless otherwise indicated, the financial information
included elsewhere in this offering memorandum is presented solely on a consolidated basis.
Our Hospitals
In this offering memorandum, unless otherwise indicated, any reference to our hospitals refers to hospitals
operated by us, including hospitals that we operate through sale and leaseback arrangements and also those in which
we hold only a non-controlling interest accounted for using the equity pick-up method in our financial statements, as
distinguishable from hospitals for which we solely provide administrative services. Accordingly, unless otherwise
indicated, all operational data regarding our hospitals set forth in this offering memorandum refers to this portfolio.
As of September 30, 2019, we had 45 hospitals, seven of which we operated pursuant to sale and leaseback
arrangements and excluding one hospital under administration. Prior to January 1, 2019, sale and leaseback
arrangements were not recorded on our balance sheet. However, after the implementation of IFRS 16 Leases, which
became effective on January 1, 2019, these sale and leaseback arrangements are now recognized as assets and
liabilities on our balance sheet (for more information, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Recent IFRS Pronouncements"). For additional information regarding our
portfolio of hospitals, see "Business--Our Health Care Facilities" and "Business--Property and Equipment--Health
Care Facilities" and notes 8 and 9 of the Interim Financial Statements.
Certain Non-GAAP Measures
The body of generally accepted accounting principles is commonly referred to as "GAAP." Our management
believes that the presentation of certain non-GAAP measures provides additional useful information to investors
regarding our performance and trends related to our results of operations. Accordingly, we believe that when non-
GAAP financial information is viewed with GAAP financial information, investors are provided with a more
meaningful understanding of our ongoing operating performance and financial results. For this reason, we are
including in this offering memorandum information regarding our EBITDA, EBITDAR, EBITDAR Margin, Gross
Debt and Net Debt and certain other metrics based on or derived from these measures.

EBITDA, EBITDAR, EBITDAR Margin, Gross Debt and Net Debt are not calculated in accordance with
Brazilian GAAP or IFRS, and our use of these terms may vary from the use of similarly-titled measures by other
companies due to potential inconsistences in the method of calculation and differences due to items subject to
interpretation. We use non-GAAP measures from period to period on a company-wide basis, as described below. Even
though the non-GAAP measures are used by management to assess our financial position, financial results and
liquidity and these types of measures are commonly used by investors, they have important limitations as analytical
tools, and you should not consider them in isolation or as substitutes for analysis of our financial position or results of
operations as reported under IFRS or GAAP.
EBITDA
We calculate EBITDA, in accordance with CVM Instruction No. 527 of October 4, 2012, or CVM Instruction
No. 527, as net income for the period plus net financial income (expenses), depreciation and amortization cost and
expenses, and income tax and social contribution. EBITDA does not have a standardized meaning and is not a
recognized measure under Brazilian GAAP or IFRS. We believe EBITDA provides additional information to
understand our financial condition and results of operations because it permits an analysis of our results of operations
excluding the effects of our capital structure, tax impacts and other non-operating results. EBITDA also allows for a
better comparison between our results and the results of other companies in our sector because it excludes the results
of financial and tax strategies of each company. EBITDA presents limitations that may impair its use as a measure of
our profitability because it does not take into account certain costs of doing business that may significantly affect our
profits, such as financial expenses, taxes, depreciation, capital expenditures and other related expenses. EBITDA
should not be considered by itself or as a substitute for net income, operating income or cash flow from operations or
other measures of operating performance, liquidity or ability to pay or the basis for dividends distribution. Our
definition of EBITDA may differ from those used by other companies. For a reconciliation from our profits for the
period to EBITDA, see "Selected Financial Information--Reconciliation of Non-GAAP Measures."
We also calculate EBITDA in connection with our obligations under certain of our financial instruments.
However, the calculation of our EBITDA for covenants purposes may differ from those presented in this offering
memorandum. For more information on how we calculate our EBITDA in connection with these financing instruments,
see "Management's Discussion and Analysis of Financial Condition and Results of Operations--Indebtedness--Debt
Securities--Financial Covenants" and "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Indebtedness--Loan Agreements--International Finance Corporation."
EBITDAR
We calculate EBITDAR as EBITDA, as adjusted to add back rent costs, including for real property that we
lease to operate certain of our hospitals and other facilities as well as for leased machinery and equipment. For
additional information regarding our leased properties, see "Business--Property and Equipment" and Note 9 to our
Interim Financial Statements. We believe EBITDAR is a useful metric because it isolates the effects of financing costs
in general and, in so doing, enhances comparability across periods. In particular, we believe EBITDAR facilitates
greater comparability across periods because it eliminates the impact of certain lease expenses incurred prior to
January 1, 2019 recorded under "cost of services provided" or "other operating expenses, net" which now, pursuant
to the implementation of IFRS 16 as of January 1, 2019, are considered "financial expenses" corresponding to the
interest expense on our lease liability over the lease period and, therefore, excluded in our calculation of EBITDA.
EBITDAR does not have a standardized meaning and is not a recognized measure under Brazilian GAAP or IFRS.
For additional information regarding our implementation of IFRS 16, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Recent IFRS Pronouncements" and Note 2.1 to the Interim Financial
Statements. EBITDAR should not be considered by itself or as a substitute for net income, operating income or cash
flow from operations or other measures of operating performance, liquidity or ability to pay or the basis for dividends
distribution. Our definition of EBITDAR may differ from those used by other companies. For a reconciliation from
our profits for the period to EBITDAR, see "Selected Financial Information--Reconciliation of Non-GAAP Measures."
EBITDAR Margin
Our EBITDAR Margin is calculated as EBITDAR divided by net revenue. EBITDAR Margin does not have
a standardized meaning and is not a recognized measure under Brazilian GAAP or IFRS, and may not be comparable
with measures with similar names presented by other companies. EBITDAR Margin should not be considered by itself
2

or as a substitute for net income, operating income or cash flow from operations or other measures of operating
performance, liquidity or ability to pay or the basis for dividends distribution. For a reconciliation from our profits for
the period to EBITDAR, see "Selected Financial Information--Reconciliation of Non-GAAP Measures."
Gross Debt and Net Debt
We calculate Gross Debt as the sum of loans, financing and debentures, and the net balance of derivative
financial instruments (consisting of current and noncurrent assets and liabilities used to hedge our foreign currency
debt) recorded as both current and noncurrent on our balance sheet. We calculate Net Debt as Gross Debt, less amounts
recorded as cash, cash equivalents and current marketable securities. Gross Debt and Net Debt are not recognized
measures under Brazilian GAAP or IFRS, have no standard meaning and may not be comparable with measures with
similar names presented by other companies. Gross Debt and Net Debt do not represent indebtedness for the periods
indicated and are not indicators of our financial condition, liquidity or ability to service our debt. Our definition of
Gross Debt and Net Debt may differ from those used by other companies.
We also calculate Net Debt in connection with our obligations under certain of our financial instruments.
However, the calculation of our Net Debt for covenants purposes may differ from those presented in this offering
memorandum. For more information on how we calculate our Net Debt in connection with these financing instruments,
see "Management's Discussion and Analysis of Financial Condition and Results of Operations--Indebtedness--Debt
Securities--Financial Covenants" and "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Indebtedness--Loan Agreements--International Finance Corporation."
Translation to U.S. Dollars
Solely for the convenience of the reader, we have translated certain amounts contained in this offering
memorandum from Brazilian reais into U.S. dollars. Unless otherwise indicated, the rate used to translate such
amounts was R$4.1644 to US$1.00 (subject to rounding adjustments), which was the selling exchange rate in effect
as of September 30, 2019, as published by the Central Bank on its electronic information system, SISBACEN. The
U.S. dollar equivalent information presented in this offering memorandum is provided solely for convenience of
investors and should not be construed as implying that the amounts in Brazilian reais represent, or could have been or
could be converted into, U.S. dollars at such rates or at any other rate. Exchange rates for the Brazilian real can be
highly volatile. As of February 7, 2020, the exchange rate for the Brazilian real against the U.S. dollar was R$4.308
per US$1.00, representing a depreciation of 3.4% compared to September 30, 2019.
Market Share and Other Market Information
The information on the market and competitive position in our operating market used throughout this offering
memorandum, including market forecasts, was obtained from market research, publicly available information and
industry publications. We have made these statements on the basis of information from third-party sources that we
believe are reliable, such as the Brazilian Ministry of Health (Ministério da Saúde), the Brazilian National Regulatory
Agency for Private Health Insurance and Plans (Agência Nacional de Saúde Suplementar), or ANS, the Brazilian
Sanitary Surveillance Agency (Agência Nacional de Vigilância Sanitária), or ANVISA, the Brazilian National
Registry of Health Facilities (Cadastro Nacional de Estabelecimentos de Saúde), or CNES, the Brazilian Institute of
Studies for Private Health Insurance and Plans (Instituto de Estudos de Saúde Suplementar), or IESS, the Brazilian
Association of Private Hospitals (Associação Nacional de Hospitais Privados), or ANAHP, the World Health
Organization, or WHO, the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e
Estatística), or IBGE, the Brazilian National Economic and Social Development Bank (Banco Nacional de
Desenvolvimento Econômico e Social), or BNDES, the Central Bank, the CVM, the Organization for Economic Co-
operation and Development (Organização para a Cooperação e Desenvolvimento Econômico), or OECD, and the
Getulio Vargas Foundation (Fundação Getulio Vargas), or FGV. We confirm that where information has been sourced
from a third party, such information has been accurately reproduced and that as far as the Issuer is aware and is able
to ascertain from information published by that third party, no facts have been omitted which would render such
information inaccurate or misleading.
3

Rounding
We have made rounding adjustments to certain figures and percentages included in this offering
memorandum. Accordingly, numerical figures presented as totals in some tables may not be an exact arithmetic
aggregation of the figures that precede them.
4

FORWARD-LOOKING STATEMENTS
This offering memorandum contains estimates and forward-looking statements subject to risks and
uncertainties, generally set forth in "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business." Some of the matters discussed concerning our business,
financial condition, results of operations, liquidity and prospects include estimates and forward-looking statements
within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Our estimates and forward-looking statements are mainly based on our current expectations as of the date of this
offering memorandum and estimates on future events and trends that affect or may affect our business, financial
condition, results of operations, liquidity and prospects. They are made in light of information currently available to
us and are not guarantees of future performance. Although we believe that these estimates and forward-looking
statements are based upon assumptions that we believe to be reasonable in all material respects, they are subject to
several risks, uncertainties and assumptions and are made in light of information currently available to us.
Our estimates and forward-looking statements may be affected by the following factors, among others:
· an increase in competition in the private health care market in Brazil and our ability to maintain
competitive prices for our services in line with those of our current competitors, as well as those that
may be charged by future new competitors;
· our ability to maintain satisfactory commercial relationships with private health plan providers;
· our ability to maintain good relationships with independent physicians who refer patients to our
facilities;
· our ability to retain key employees and continuously expand our workforce;
· need for constant investment in technology and equipment renewal;
· our ability to successfully execute our business and growth strategies, including our ability to identify
and capitalize on opportunities to expand our business, through the development of new hospitals, or
through acquisition;
· our ability to effectively integrate new acquisitions into our operations in the future;
· potential liabilities arising from the acquisitions we carried out that were not identified prior to the
dates of acquisition;
· our level of indebtedness and other financial obligations;
· our ability to obtain financing when necessary on reasonable terms and conditions in order to fund our
projects and acquisition plans;
· our ability to protect ourselves against cybersecurity incidents;
· our ability to protect personal data and adhere to the data privacy legislation;
· general economic, political, demographic and business conditions in Brazil, particularly in the regions
where we operate, and their impact on the industry in which we operate;
· fluctuations in inflation, interest rates, currency exchange rates and levels of employment in Brazil;
· the effect of international financial and economic conditions on the Brazilian economy;
· government interventions resulting in changes to the economy, applicable taxes and tariffs, inflation,
exchange rates, interest rates, regulatory environment and market liquidity;
5