Obligation Loxam Groupe 4.875% ( XS1089828450 ) en EUR

Loxam Groupe

100 % ▼

France

XS1089828450 ( en EUR )

4.875% par an ( paiement semestriel )

23/07/2021 - Obligation échue

Prospectus brochure de l'obligation Loxam XS1089828450 en EUR 4.875%, échue

100 000 EUR

299 300 000 EUR

Loxam est un leader européen de la location d'équipements et de matériels pour le BTP, l'industrie et les services.

L'Obligation émise par Loxam Groupe ( France ) , en EUR, avec le code ISIN XS1089828450, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/07/2021

LISTING PROSPECTUS

NOT FOR GENERAL CIRCULATION

IN THE UNITED STATES

410,000,000 4.875% Senior Secured Notes due 2021
250,000,000 7.000% Senior Subordinated Notes due 2022
We are a limited liability company (société par actions simplifiée) formed under French law. We are offering 410,000,000
principal amount of our 4.875% Senior Secured Notes due 2021 (the "senior secured notes") and 250,000,000 principal amount of our
7.000% Senior Subordinated Notes due 2022 (the "senior subordinated notes" and, together with the senior secured notes, the "notes").
The senior secured notes will mature on July 23, 2021. We will pay interest on the senior secured notes semi-annually on
each June 15 and December 15, commencing December 15, 2014, at a rate of 4.875% per annum. The senior secured notes will not
initially be guaranteed and will be secured by a first-priority security interest in our "Loxam" trademark and 100% of the share capital
of two of our subsidiaries, Loxam Module and Loxam Power. We may redeem all or part of the senior secured notes at any time on or
after July 23, 2017 at the redemption prices described in this listing prospectus. At any time prior to July 23, 2017 we may redeem all or
part of the senior secured notes at a redemption price equal to 100% of their principal amount plus the applicable premium described in
this listing prospectus. At any time prior to July 23, 2017 during each 12-month period commencing on the issue date, we may redeem
up to 10% of the aggregate principal amount of the senior secured notes at a redemption price of 103% of the principal amount of the
senior secured notes redeemed. In addition, at any time prior to July 23, 2017 we may also redeem up to 45% of the senior secured
notes with the net proceeds from certain equity offerings. Upon certain events constituting a change of control and a specified rating
decline (in each case as defined in the listing prospectus), we may be required to make an offer to purchase the senior secured notes at a
price equal to 101% of the principal amount thereof. In the event of certain developments affecting taxation, we may redeem all, but not
less than all, of the senior secured notes.
The senior subordinated notes will mature on July 23, 2022. We will pay interest on the senior subordinated notes semi-
annually on each June 15 and December 15, commencing December 15, 2014, at a rate of 7.000% per annum. The senior subordinated
notes will initially not be guaranteed and will be expressly subordinated in right of payment to indebtedness incurred under our New
Revolving Credit Facility (as defined herein) and the senior secured notes. We may redeem all or part of the senior subordinated notes
at any time on or after July 23, 2017 at the redemption prices described in this listing prospectus. At any time prior to July 23, 2017 we
may redeem all or part of the senior subordinated notes at a redemption price equal to 100% of their principal amount plus the
applicable premium described in this listing prospectus. In addition, at any time prior to July 23, 2017, we may also redeem up to 45%
of the senior subordinated notes with the net proceeds from certain equity offerings. Upon certain events constituting a change of
control and a specified rating decline (in each case as defined in the listing prospectus), we may be required to make an offer to
purchase the senior subordinated notes at a price equal to 101% of the principal amount thereof. In the event of certain developments
affecting taxation, we may redeem all, but not less than all, of the senior subordinated notes.
This listing prospectus constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on Prospectuses
for Securities, as amended. Application was made to admit the notes to listing on the Official List of the Luxembourg Stock Exchange
and to trading on the Euro MTF market ("Euro MTF").
This listing prospectus includes information on the terms of the notes, including redemption prices, covenants and transfer
restrictions.

Investing in the notes involves a high degree of risk. See "Risk Factors" beginning on page 17.
The notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the
laws of any other jurisdiction, and may not be offered or sold within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the offering is being
made only to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A
under the Securities Act. You are hereby notified that the initial purchasers of the notes may be relying on the exemption from
the provisions of Section 5 of the Securities Act provided by Rule 144A thereunder. Outside the United States, the offering is
being made in reliance on Regulation S under the Securities Act. See "Notice to Investors" and "Transfer Restrictions" for
additional information about eligible offerees and transfer restrictions.

Price for the senior secured notes: 100.00%
Price for the senior subordinated notes: 100.00%
in each case plus accrued interest, if any, from the issue date.

Delivery of the notes in book-entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking,
société anonyme, Luxembourg ("Clearstream"), was made on July 23, 2014.
Joint Bookrunners

Deutsche Bank
BNP PARIBAS
Crédit Agricole CIB
Credit Suisse
Natixis
Société Générale
The date of this listing prospectus is August 27, 2014.

TABLE OF CONTENTS

NOTICE TO INVESTORS ....................................................................................................................................................... ii
STABILIZATION .................................................................................................................................................................... iii
NOTICE TO NEW HAMPSHIRE RESIDENTS ..................................................................................................................... iv
AVAILABLE INFORMATION ............................................................................................................................................... v
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .................................................................................... vi
FORWARD-LOOKING STATEMENTS ................................................................................................................................ ix
EXCHANGE RATE INFORMATION .................................................................................................................................... x
SUMMARY .............................................................................................................................................................................. 1
THE OFFERING ...................................................................................................................................................................... 8
SUMMARY CONSOLIDATED FINANCIAL INFORMATION ........................................................................................... 12
RISK FACTORS ...................................................................................................................................................................... 16
DESCRIPTION OF THE ISSUER ...........................................................................................................................................
41
USE OF PROCEEDS ...............................................................................................................................................................
44
CAPITALIZATION .................................................................................................................................................................
45
SELECTED CONSOLIDATED FINANCIAL INFORMATION ............................................................................................
46
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .....................................................................................................................................................................
48
INDUSTRY ..............................................................................................................................................................................
70
BUSINESS ...............................................................................................................................................................................
73
MANAGEMENT ......................................................................................................................................................................
87
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS .........................................................................................
90
DESCRIPTION OF CERTAIN INDEBTEDNESS ..................................................................................................................
91
DESCRIPTION OF SENIOR SECURED NOTES ..................................................................................................................
109
DESCRIPTION OF SENIOR SUBORDINATED NOTES .....................................................................................................
165
BOOK-ENTRY, DELIVERY AND FORM .............................................................................................................................
218
TAXATION ..............................................................................................................................................................................
222
PLAN OF DISTRIBUTION .....................................................................................................................................................
226
TRANSFER RESTRICTIONS .................................................................................................................................................
229
LEGAL MATTERS ..................................................................................................................................................................
232
STATUTORY AUDITORS ......................................................................................................................................................
232
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES ....................................................................................
232
GENERAL INFORMATION ...................................................................................................................................................
234
INDEX TO THE FINANCIAL STATEMENTS ...................................................................................................................... F-1

This listing prospectus may only be used where it is legal to sell these securities and may only be used for the
purposes for which it has been published. The information in this listing prospectus may only be accurate on the date of
this listing prospectus.

i

NOTICE TO INVESTORS
We, having made all reasonable inquiries, confirm to the best of our knowledge, information and belief that the
information contained in this listing prospectus with respect to us and our consolidated subsidiaries and affiliates taken as a whole
and the notes offered hereby is true and accurate in all material respects and is not misleading, that the opinions and intentions
expressed in this document are honestly held and that there are no other facts the omission of which would make this listing
prospectus as a whole misleading in any material respect. Subject to the following paragraphs, we accept responsibility for the
information contained in this listing prospectus.
We are providing this listing prospectus only to prospective purchasers of the notes. You should read this listing
prospectus before making a decision whether to purchase any notes. You must not use this listing prospectus for any other purpose
or disclose any information in this listing prospectus to any other person.
This listing prospectus does not constitute an offer to sell or an invitation to subscribe for or purchase any of the notes
in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such an offer
or invitation. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required
for that purpose. Accordingly, the notes may not be offered or sold, directly or indirectly, and this listing prospectus may not be
distributed, in any jurisdiction except in accordance with the legal requirements applicable to such jurisdiction. You must comply
with all laws that apply to you in any place in which you buy, offer or sell any notes or possess this listing prospectus. You must
also obtain any consents or approvals that you need in order to purchase, offer or sell any notes or possess or distribute this listing
prospectus. We and the initial purchasers are not responsible for your compliance with any of the foregoing legal requirements.
See "Plan of Distribution."
None of us, the initial purchasers or any of our or the initial purchasers' respective representatives are making an offer
to sell the notes in any jurisdiction except where an offer or sale is permitted. We are relying on exemptions from registration
under the Securities Act for offers and sales of securities that do not involve a public offering. By purchasing notes, you will be
deemed to have made the acknowledgments, representations, warranties and agreements set forth under "Transfer Restrictions" in
this listing prospectus. You should understand that you will be required to bear the financial risks of your investment for an
indefinite period of time.
This listing prospectus is based on information provided by us and by other sources that we believe are reliable. The
initial purchasers named in this listing prospectus, the Trustee, the Security Agent, the Paying Agent, the Registrar and the
Transfer Agent make no representation or warranty, express or implied, as to the accuracy or completeness of such information,
and nothing contained in this listing prospectus is, or shall be relied upon as, a promise or representation by the initial purchasers
with respect to the Company or the notes as to the past or the future.
By purchasing the notes, you will be deemed to have acknowledged that you have reviewed this listing prospectus and
have had an opportunity to request, and have received all additional information that you need from us. No person has been
authorized in connection with any offering made by this listing prospectus to provide any information or to make any
representations other than those contained in this listing prospectus. You should carefully evaluate the information provided by the
company in light of the total mix of information available to you, recognizing that the company can provide no assurance as to the
reliability of any information not contained in this listing prospectus.
The information contained in this listing prospectus speaks as of the date hereof. Neither the delivery of this listing
prospectus at any time after the date of publication nor any subsequent commitment to purchase the notes shall, under any
circumstances, create an implication that there has been no change in the information set forth in this listing prospectus or in our
business since the date of this listing prospectus.
None of us, the initial purchasers, the Trustee, the Security Agent, the Paying Agent, the Registrar, the Transfer Agent
or any of our or the initial purchasers' respective representatives are making any representation to you regarding the legality of an
investment in the notes by you under any legal, investment or similar laws or regulations. You should not consider any
information in this listing prospectus to be legal, financial, business, tax or other advice. You should consult your own attorney,
business advisor and tax advisor for legal, financial, business and tax and related aspects of an investment in the notes. You are
responsible for making your own examination of the Company and our business and your own assessment of the merits and risks
of investing in the notes.
You should contact the initial purchasers with any questions about this offering or if you require additional information
to verify the information contained in this listing prospectus.
Neither the U.S. Securities and Exchange Commission (the "Commission" or the "SEC") nor any state securities
commission has approved or disapproved of these securities or determined if this listing prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
ii

This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom
or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The notes are only
available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only
with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In addition, the notes are subject to restrictions on transferability and resale, which are described under the captions
"Plan of Distribution" and "Transfer Restrictions." By possessing this listing prospectus or purchasing any note, you will be
deemed to have represented and agreed to all of the provisions contained in that section of this listing prospectus.
The notes were issued in the form of one or more global notes, all of which were deposited with or on behalf of,
Euroclear and Clearstream. Beneficial interests in the global notes will be shown on, and transfers of beneficial interests in the
global notes will be effected only through, records maintained by Euroclear and Clearstream or their respective participants. See
"Book-Entry, Delivery and Form."
We will not, nor will any of our agents, have responsibility for the performance of the obligations of Euroclear and
Clearstream or their respective participants under the rules and procedures governing their operations, nor will we or our agents
have 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.
We reserve the right to withdraw this offering of the notes at any time. We and the initial purchasers also reserve the
right to reject any offer to purchase the notes in whole or in part for any reason or no reason and to allot to any prospective
purchaser less than the full amount of the notes sought by it. The initial purchasers and certain of their respective related entities
may acquire, for their own accounts, a portion of the notes.
STABILIZATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AG, LONDON BRANCH (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) 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, THERE IS NO ASSURANCE
THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL
UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON
WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF
BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER
THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY
STABILIZATION ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING MANAGER (OR
PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND RULES.

Notice relating to the U.S. Securities Act
The notes 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 except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. In the United States, the offering of the notes is being made only
to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act). 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 in offshore
transactions (as defined in Regulation S).
Neither the U.S. Securities and Exchange Commission (the ``SEC''), any state securities commission nor any non-U.S.
securities authority has approved or disapproved of these securities or determined that this listing prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
iii

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS
BEEN FILED UNDER CHAPTER 421-B ("RSA 412 B") OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE
STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT
ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
Notice to investors in the European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive
(each, a "Relevant Member State"), each initial purchaser has represented and agreed that with effect from and including the date
on which the Prospectus Directive (as defined below) is implemented in that Relevant Member State (the "Relevant
Implementation Date") it has not made and will not make an offer of notes which are the subject of the offering contemplated by
this listing prospectus to the public in that Relevant Member State other than offers:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD
Amending Directive (as defined below), 150, natural or legal persons (other than qualified investors as
defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the
prior consent of the relevant initial purchaser nominated by the Issuer for any such offer; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of notes shall require the Issuer or any initial purchaser to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the
offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied
in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and
the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
Notice to certain European investors
France
Each of the initial purchasers has represented and agreed that it has not offered or sold and will not offer or sell, directly
or indirectly, any notes to the public in France and it has not distributed or caused to be distributed and will not distribute or cause
to be distributed to the public in France, within the meaning of Article L.411-1 of the French Code Monétaire et Financier and
Title I of Book II of the Règlement Général of the Autorité des Marchés Financiers (the French financial markets authority) (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), and neither this listing prospectus nor any offering or marketing materials relating to the notes must be made
available or distributed in any way that would constitute, directly or indirectly, an offer to the public in France.
This listing prospectus or any other offering material relating to the notes and such offers, sales and distributions have
been and will be made in France only to (a) persons providing investment services relating to portfolio management for the
account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and
(b) qualified investors (investisseurs qualifiés), other than individuals, as defined in, and in accordance with, Articles L.411-2 and
D.411-1 of the French Code monétaire et financier.
Prospective investors are informed that:
(i)
this listing prospectus has not been and will not be submitted for clearance to the AMF;
(ii)
in compliance with Articles L.411-2 and D.411-1 of the French Code Monétaire et Financier, any qualified
investors subscribing for the notes should be acting for their own account; and
iv

(iii)
the direct and indirect distribution or sale to the public of the notes acquired by them may only be made in
compliance with Articles L.411-1 to L.411-4, L.412-1 and L.621-8 to L.621-8-3 of the French Code
Monétaire et Financier and applicable regulations thereunder.

United Kingdom
Each initial purchaser has represented and agreed that:
(a)
it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by it in connection with
the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to the
Issuer; and
(b)
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to the notes in, from or otherwise involving the United Kingdom.
Notice to investors in other jurisdictions
The distribution of this listing prospectus and the offer and sale or resale of the notes may be restricted by law in certain
jurisdictions. Persons into whose possession this listing prospectus (or any part hereof) comes are required by us and the initial
purchasers to inform themselves about, and to observe, any such restrictions.
AVAILABLE INFORMATION
Each purchaser of notes from the initial purchasers will be furnished with a copy of this listing prospectus and, to the
extent provided to the initial purchasers by us, any related amendment or supplement to this listing prospectus. So long as any
notes are outstanding and are "restricted securities" within the meaning of Rule 144 under the Securities Act, we will, upon
request, furnish to any holder or beneficial owner of the notes the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with resales of the notes if, at the
time of the request, we are neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g 3-2(b) thereunder. Any such request should be
directed to the Company at 89, avenue de la Grande Armée, 75219 Paris Cedex 16, France, Attention: Director of Finance and
Administration. Telephone: +33 1 58 44 04 00.
Additionally, so long as any of the notes are listed on the Luxembourg Stock Exchange and its rules so require, copies
of these filings, this listing prospectus and other information relating to such issuance of notes will be available in the specified
offices of the listing agent in Luxembourg at the address listed on the inside of the back cover of this listing prospectus. See
"General Information."

v

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Defined Terms and Conventions
In this listing prospectus, references to "euros" or "" are to the euro, the official currency of the European Union
member states participating in the European Monetary Union and references to "$," "U.S.$" and "U.S. dollars" are to the United
States dollar, the official currency of the United States.
In addition, unless indicated otherwise, or the context otherwise requires, references in this listing prospectus to:
·
"Adjusted EBITDA" are to EBITDA plus certain costs that we do not consider to be representative of the results
of our ongoing business operations, particularly costs associated with putting in place new financings (see
"Management's Discussion and Analysis of Financial Condition and Results of Operations" for a more complete
definition);
·
"Bilateral credit facilities" are to the senior unsecured loans borrowed by us and certain of our subsidiaries under
various credit lines and instruments;
·
"EBITDA" are to operating income plus depreciation of fixed assets;
· "Existing Notes" are to our 300 million principal amount of outstanding 7.375% Senior Subordinated Notes due
2020 issued on January 24, 2013;
·
"French GAAP" are to generally accepted accounting principles in France;
· "Free cash flow" are to EBITDA less net capital expenditures, finance income and expense, taxes (excluding
deferred taxes), capital gains on fleet disposals and certain other income and expenses and changes in working
capital. This definition is used for presentation of financial information only and does not correspond to the term
Consolidated Cash Flow used in the sections "Description of the Senior Secured Notes" and "Description of the
Senior Subordinated Notes";
·
"Gross book value" are to the total acquisition cost of the equipment in our fleet;
· "Gross debt" are to loans and debt owed to credit institutions, bonds, lease liabilities, bank overdrafts and other
financial debt, plus accrued interest on debt;
· "Indenture" or "Indentures" are to the Senior Secured Indenture and/or the Senior Subordinated Indenture, as the
context requires;
· "Intercreditor Agreement" are to the intercreditor agreement to be entered into on or about the date the notes are
issued among the Issuer, Wilmington Trust, National Association, as Trustee, Wilmington Trust (London)
Limited as security agent for the Senior Secured Notes, Natixis S.A. as senior agent and security agent for the
lenders and the financial institutions listed therein as the lenders under the New Revolving Credit Facility;
·
"Like-for-like" are to changes in revenues for the period indicated compared to the prior comparable period,
excluding changes in the scope of consolidation and the impact of changes in exchange rates, if any;
·
"Net book value" are to the total acquisition cost of the equipment in our fleet less the accumulated depreciation
of those assets;
·
"Net capital expenditures" are to capital expenditures net of disposals of fixed assets;
· "Net debt" are to gross debt less cash and cash equivalents (cash plus marketable investment securities);
· "New Revolving Credit Facility" are to the 50 million senior revolving credit facility to be entered into on or
about the date the notes are issued by, among others, the Company, BNP Paribas, Caisse Régionale de Crédit
Agricole Mutuel de Paris et d'Ile de France, Crédit Suisse International, Deutsche Bank AG, London Branch,
Natixis and Société Générale Corporate & Investment Bank;
·
"New Revolving Credit Facility Collateral" are to the collateral granted to secure the New Revolving Credit
Facility pursuant to the French law framework "Dailly" receivables security assignment agreement and the
French law bank account pledge agreement to be entered into on or about the date the notes are issued and more
particularly described in "Description of Certain Indebtedness--New Revolving Credit Facility--Security";
·
"Old Intercreditor Agreement" are to the intercreditor agreement entered into on January 24, 2013 with, among
others, the Trustee, Natixis as senior agent and the financial institutions listed therein as the lenders under our
syndicated credit facilities and under certain of our bilateral credit facilities;
vi

· "Old Revolving Credit Facility" are to the 75 million senior revolving credit facility that is part of our
syndicated credit facilities, as amended on December 21, 2012;
·
"Organic" or "constant scope" are to changes in revenues for the period indicated compared to the prior
comparable period, excluding changes in the scope of consolidation;
·
"Replacement value" are to the estimated replacement cost of the rental fleet based on the price of equipment
assumed for purposes of preparing our internal budget as of the date indicated;
·
"Security Agent" means, as the context requires, either Natixis S.A. as security agent under the New Revolving
Credit Facility or Wilmington Trust (London) Limited as security agent under the Senior Secured Indenture;
·
"Senior Secured Indenture" are to the indenture governing the senior secured notes offered hereby;
·
"Senior Subordinated Indenture" are to the indenture governing the senior subordinated notes offered hereby;
· "Syndicated credit facilities" are to our senior secured credit facilities entered into with a syndicate of banks and
Natixis as agent and collateral agent, which we amended on December 21, 2012; and
·
"Utilization rate" are to the number of days that our equipment is actually rented in a given period divided by the
number of business days in such period, weighted on the basis of our reference rental value of the equipment.
This listing prospectus contains references to some of our owned or licensed trademarks, trade names and service
marks, which we refer to as our brands. All of the product names and logos included in this listing prospectus are either registered
trademarks of ours or of our licensors.
Loxam Financial Information
Our audited financial statements as of and for the years ended December 31, 2011, 2012 and 2013, English language
translations of which are included in this listing prospectus, were prepared in accordance with French generally accepted
accounting principles ("French GAAP"). Our audited financial statements have been audited by our statutory auditors, KPMG
Audit (a division of KPMG SA) and Constantin Associés (a member of Deloitte Touche Tohmatsu Limited) (together, our
"Auditors"). Free English language translations of their audit reports are included elsewhere in this listing prospectus.
Our unaudited interim condensed consolidated financial statements as of and for the three-month period ended
March 31, 2014, with unaudited comparable information for the three-month period ended March 31, 2013, were prepared in
accordance with French GAAP. An English language translation of the interim condensed consolidated financial statements is
included elsewhere in this listing prospectus, together with a free English language translation of the review report (examen limité)
thereon from our statutory auditors.
This review report indicates that as these unaudited condensed consolidated interim financial statements as of and for
the three-month period ended March 31, 2014 are the first unaudited interim consolidated financial statements reviewed by the
Auditors for a three-month period ended March 31, the comparative information for the three-month period ended March 31, 2013
has neither been audited nor reviewed.
Rounding adjustments have been made in calculating some of the financial and other information included in this
listing prospectus. As a result, figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that
precede them.
Non-GAAP Financial Measures
This listing prospectus contains measures and ratios that do not comply with generally accepted accounting principles
("GAAP"), including EBITDA, Adjusted EBITDA, free cash flow and net debt, among others. We present these non-GAAP
measures because we believe that they and similar measures are widely used by certain investors as supplemental measures of
performance and liquidity. These non-GAAP measures may not be comparable to other similarly titled measures of other
companies and may have limitations as analytical tools.

Non-GAAP measures and ratios such as EBITDA, Adjusted EBITDA, free cash flow and net debt are not
measurements of our performance or liquidity under French GAAP and should not be considered to be alternatives to operating
income or any other performance measures derived in accordance with French GAAP. Furthermore, they should not be considered
to be alternatives to cash flows from operating, investing or financing activities as a measure of our liquidity as derived in
accordance with French GAAP.
Use of Industry and Market Data in this Listing Prospectus
Unless otherwise expressly indicated or noted below, all information regarding markets, market size, market share,
market position, growth rates and other industry data pertaining to our business contained in this listing prospectus are based on
estimates prepared by us based on certain assumptions and our knowledge of the industry in which we operate, as well as data
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from various market research publications, publicly available information and industry publications, including reports published
by various third party sources. Industry publications generally state that the information they contain has been obtained from
sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We have not
independently verified such data.
We use a combination of data provided by the European Rental Association, KHL Group, DLR Federation Nationale
and Euroconstruct, among others.
In many cases, there is no readily available external information (whether from trade associations, government bodies
or other organizations) to validate market related analysis and estimates, requiring us to rely on our own internally developed
estimates regarding the industry in which we operate, our position in the industry, our market share and the market shares of
various industry participants based on experience, our own investigation of market conditions and our review of industry
publications, including information made available to the public by our competitors. While we have examined and relied upon
certain market or other industry data from external sources as the basis for our estimates, neither we nor the initial purchasers have
verified that data independently. We and the initial purchasers cannot assure you of the accuracy and completeness of, and take no
responsibility for, such data. Similarly, while we believe our internal estimates to be reasonable, these estimates have not been
verified by any independent source and we and the initial purchasers cannot assure you as to their accuracy. Our estimates involve
risks and uncertainties and are subject to change based on various factors, including those discussed under "Forward-Looking
Statements" and "Risk Factors."
Other Information in this Listing Prospectus
Certain information provided in this listing prospectus has been sourced from third parties. We confirm that such third-
party information has been accurately reproduced and that, so far as we are aware and are able to ascertain from information
published by such third parties, no facts have been omitted which would render the third-party information reproduced herein
inaccurate or misleading.
The information set out in relation to sections of this listing prospectus describing clearing and settlement
arrangements, including the section entitled "Book-Entry, Delivery and Form," is subject to any change or reinterpretation of the
rules, regulations and procedures of Euroclear or Clearstream currently in effect. While we accept responsibility for accurately
summarizing the information concerning Euroclear and Clearstream, we accept no further responsibility in respect of such
information. In addition, this listing prospectus contains summaries believed to be accurate with respect to certain documents, but
reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such
reference. Copies of documents referred to herein will be made available to prospective investors upon request.
Use of Certain Terminology

As used in this listing prospectus, except as otherwise indicated or the context otherwise implies, references to "we,"
"us," "Loxam" or "Company" are to Loxam S.A.S. and its consolidated subsidiaries.

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FORWARD-LOOKING STATEMENTS
This listing prospectus includes "forward-looking statements" within the meaning of the U.S. federal securities laws,
which involve risks and uncertainties, including, without limitation, certain statements regarding management's expectations as to
our expectations regarding our business, growth, future financial condition, results of operations and prospects and other
statements made in the sections entitled "Summary," "Business" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." You can identify forward-looking statements because they contain words such as "believe,"
"expect," "may," "should," "seek," "intend," "plan," "estimate," or "anticipate" or similar expressions that relate to our strategy,
plans or intentions. These forward-looking statements are subject to risks and uncertainties that may change at any time, and,
therefore, our actual results may differ materially from those that we expected. We have based these forward-looking statements
on our current views and assumptions about future events. While we believe that our assumptions are reasonable, we caution that
it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could
affect our actual results. We cannot assure you that future results will be achieved. All forward-looking statements are based upon
information available to us on the date of this listing prospectus.
Important factors that could cause actual results to differ materially from our expectations ("cautionary statements") are
disclosed under "Risk Factors" and elsewhere in this listing prospectus, including, without limitation, in conjunction with the
forward-looking statements included in this listing prospectus. All forward-looking information in this listing prospectus and
subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified
in their entirety by the cautionary statements. Some of the factors that we believe could affect our actual results include:
· declines in construction and civil engineering activities, or a downturn in the economy in general;
· unfavorable conditions or disruptions in the capital and credit markets;
· the effects of competition;
·
increases in the cost of equipment for our rental fleet;
· our ability to obtain additional capital as required;
·
our ability to forecast trends accurately;
· execution of our organic and external growth strategy;
·
the loss of core senior management or other key personnel;
· our ability to collect amounts due from customers;
·
our dependence on equipment manufacturers to obtain adequate rental equipment on a timely basis;
·
increases in the cost of maintaining and repairing our rental fleet;
· residual value risk upon disposition of fleet equipment;
· disruptions in our information technology system or the implementation of new platforms;
· compliance with laws and regulations, including those relating to environmental, health and safety matters;
· our significant amount of outstanding debt and our ability to incur substantially more debt in the future;
· the restrictive covenants in our debt agreements;
·
our ability to generate the cash required to service our indebtedness;
· our success at managing the foregoing risks; and
·
other risks and uncertainties described in this listing prospectus.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise. We caution you that the foregoing list of important factors may not contain all of the material factors
that are important to our business. In addition, in light of these risks, uncertainties and assumptions, the forward-looking events
discussed in this listing prospectus might not occur. When considering forward-looking statements, you should keep in mind the
risk factors and other cautionary statements included in this listing prospectus, including those described in the section entitled
"Risk Factors."

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