Obligation Garfunkelux Holdings 3 S.A. 7.5% ( XS1263891910 ) en EUR

Garfunkelux Holdings 3 S.A.

100 % ▼

Allemagne

XS1263891910 ( en EUR )

7.5% par an ( paiement semestriel )

31/07/2022 - Obligation échue

Prospectus brochure de l'obligation Garfunkelux Holdco 3 S.A XS1263891910 en EUR 7.5%, échue

100 000 EUR

365 000 000 EUR

Garfunkelux Holdco 3 S.A. est une société holding luxembourgeoise, dont les détails précis concernant ses actifs et activités restent généralement privés.

L'Obligation émise par Garfunkelux Holdings 3 S.A. ( Allemagne ) , en EUR, avec le code ISIN XS1263891910, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/07/2022

Luxembourg Stock Exchange Listing Prospectus
Not for General Distribution
in the United States of America
Garfunkelux Holdco 3 S.A.
(incorporated as a public limited liability company (société anonyme) in the Grand Duchy of Luxembourg ("Luxembourg"), having its registered office at 488,
route de Longwy, L-1940 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 197.551, Luxembourg)
365,000,000 7.500% Senior Secured Notes due 2022
Garfunkelux Holdco 3 S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of Luxembourg (the "Issuer"), is
offering 365.0 million aggregate principal amount of its 7.500% Senior Secured Notes due 2022 (the "Notes"). The Issuer is an entity beneficially owned
principally by funds advised by Permira Funds (as defined herein).
The Notes will mature on August 1, 2022. The Issuer will pay interest on the Notes semi-annually on each February 1 and August 1, commencing February 1,
2016. Prior to August 1, 2018, the Issuer will be entitled, at its option, to redeem all or a portion of the Notes by paying the relevant applicable premium. ln
addition, prior to August 1, 2018, the Issuer may redeem at its option up to 40% of the aggregate principal amount of the Notes with the net proceeds from
certain equity offerings at the redemption price set forth in the Offering Memorandum, provided that at least 60% of the aggregate principal amount of the
Notes remains outstanding. Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an offer to
repurchase all of the Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if
any. In addition, the Issuer may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law.
The Notes will be senior secured obligations of the Issuer and will be guaranteed on a senior basis (the "Note Guarantees"), (i) as of the Issue Date, by
BidCo and (ii) within 60 days of the Completion Date (as defined herein), by Carl Holding GmbH (the "Target") if the Target Merger (as defined herein) has
not become effective within such period. In addition, if the Structure Event occurs, then the Notes will no later than 10 business days thereafter be
guaranteed on a senior basis by the Subsidiary Guarantors (as defined herein). As of the Issue Date, the Notes will be secured, subject to certain agreed
security principles, by the Issue Date Collateral (as defined herein). Within 60 days of the Completion Date (or on such other date as specified herein),
subject to certain agreed security principles, the Notes will also be secured by the Post Completion Date Collateral (as defined herein). If the Structure Event
occurs, then no later than 10 business days thereafter, subject to certain agreed security principles, the Notes will also be secured by the GFKL Group
Collateral (as defined herein). Under the terms of the Intercreditor Agreement (as defined herein), in the event of enforcement of the Collateral (as defined
herein), holders of the Notes will receive proceeds from the Collateral only after the Super Senior Obligations (as defined herein) and certain amounts owed
to the Security Agent, any receiver and certain creditor representatives have been repaid. The Issuer has undertaken to use its commercially reasonable
efforts to complete the Structure Event within 21 months after the Completion Date. However, the failure to complete the Structure Event or provide the
Subsidiary Guarantees and GFKL Group Collateral to the extent the Structure Event does not occur will not be a default under the Indenture.
There is currently no public market for the Notes. We have applied to have the Notes listed on the Official List of the Luxembourg Stock Exchange (the
"LuxSE") and traded on the LuxSE's Euro MTF market (the "Euro MTF Market"), which is not a regulated market within the meaning of Directive 2004/39/EC
on markets in financial instruments. There can be no assurance that the application will be accepted or that there will be a market for the Notes if the
application is accepted.
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 30.
Price for the Notes: 100.000% plus accrued interest, if any, from the Issue Date.
We expect that the Notes will be delivered in book-entry form through Euroclear System ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream") on July 23, 2015 (the "Issue Date").
The Notes and the Note Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), or the laws of any other jurisdiction. The Issuer has not been and will not be registered under the United States Investment
Company Act of 1940, as amended (the "Investment Company Act"), in reliance on the exemption provided by Section 3(c)(7) thereof. The Notes
offered hereby are being offered by the Issuer in the United States to persons who are both Qualified Institutional Buyers ("QIBs") in reliance on
the exemption from registration provided by Rule 144A under the U.S. Securities Act ("Rule 144A") and Qualified Purchasers ("QPs") (as defined
in Section 2(a)(51)(A) of the Investment Company Act) and outside the United States to persons who are neither U.S. persons (as defined in
Regulation S under the U.S. Securities Act ("Regulation S")) nor U.S. residents (as defined for purposes of the Investment Company Act) in
offshore transactions in reliance on Regulation S. You are hereby notified that sellers of the Notes may be relying on the exemption from the
provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See "Notice to Prospective U.S. Investors" and "Transfer Restrictions"
for additional information about eligible offerees and transfer restrictions. The Issuer is a "covered fund" as defined in Section 13 of the Bank
Holding Company Act (the "Volcker Rule"). The Notes may constitute an "ownership interest" within the meaning of the Volcker Rule. See "Risk
Factors--Risks Related to the Notes--The Volcker Rule may negatively affect the liquidity and the value of the Notes" and "Transfer Restrictions."
Joint Bookrunners
Goldman Sachs International
Citigroup
Credit Suisse
ING
Physical Bookrunner
The date of this Listing Prospectus is September 18, 2015.
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IMPORTANT INFORMATION
This Offering Memorandum 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 Offering Memorandum may not be distributed, in any jurisdiction
except in accordance with the legal requirements applicable in 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 Offering
Memorandum. You must also obtain any consents or approvals that you need in order to purchase any Notes.
Neither we nor any of Goldman Sachs International, Citigroup Global Markets Limited, Credit Suisse
Securities (Europe) Limited and ING Bank N.V., London Branch (together, the "Initial Purchasers") are
responsible for your compliance with these legal requirements. See also "Notice to Prospective U.S.
Investors," "Notice to Certain European Investors" and "Plan of Distribution."
You should base your decision to invest in the Notes solely on information contained in this Offering
Memorandum. Neither we nor the Initial Purchasers have authorized anyone to provide you with different
information. In addition, neither we nor the Initial Purchasers nor any of our or their respective representatives
are providing you with any legal, business, tax or other advice in this Offering Memorandum. You should
consult with your own advisors as needed to assist you in making your investment decision and to advise you
whether you are legally permitted to purchase the Notes.
We have made all reasonable inquiries and confirm to the best of our knowledge, information and belief that
the information contained in this Offering Memorandum with regard to us and our subsidiaries and affiliates
and the Notes is true and accurate in all material respects, that the opinions and intentions expressed in this
Offering Memorandum are honestly held and that we are not aware of any other facts, the omission of which
would make this Offering Memorandum or any statement contained herein misleading in any material respect.
This Offering Memorandum contains summaries believed to be accurate with respect to certain documents,
but reference should be made to the actual documents for complete information. All such summaries are
qualified in their entirety by such reference. Copies of certain of the documents referred to herein will be made
available to prospective investors upon request to us.
The Initial Purchasers, the trustee and any other agents acting with respect to the Notes accept no
responsibility for and make no representation or warranty, express or implied, as to the accuracy or
completeness of the information set out in this Offering Memorandum and nothing contained in this Offering
Memorandum is, or should be relied upon as, a promise or representation by the Initial Purchasers, the
trustee, or any other agents acting with respect to the Notes as to the past or the future.
By receiving this Offering Memorandum, you acknowledge that you have not relied on the Initial Purchasers or
their respective directors, affiliates, agents or advisors in connection with your investigation of the accuracy of
this information or your decision whether to invest in the Notes. By purchasing the Notes, you will be deemed
to have acknowledged that you have reviewed this Offering Memorandum and have had an opportunity to
request, and have received all additional information that you need from us. No person is authorized in
connection with any offering made by this Offering Memorandum to give any information or to make any
representation not contained in this Offering Memorandum or any pricing term sheet or supplement and, if
given or made, any other information or representation must not be relied upon as having been authorized by
us or the Initial Purchasers.
The information contained in this Offering Memorandum is as of the date hereof. Neither the delivery of this
Offering Memorandum 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 out in this Offering Memorandum or in our business since the date of this Offering
Memorandum.
The Issuer has prepared this Offering Memorandum solely for use in connection with the offer of the Notes
and the Note Guarantees to persons who are both QIBs under Rule 144A and QPs (within the meaning of the
Investment Company Act) and to investors who are non-U.S. persons (within the meaning of Regulation S)
and non-U.S. residents (as defined for purposes of the Investment Company Act) outside the United States.
You should read this Offering Memorandum before making a decision whether to purchase any Notes. You
agree that you will hold the information contained in this Offering Memorandum and the transactions
contemplated hereby in confidence. You must not use this Offering Memorandum for any other purpose,
make copies of any part of this Offering Memorandum or give a copy of it to any other person; or disclose any
information in this Offering Memorandum or distribute this Offering Memorandum to any other person, other
than persons retained to advise you in connection with the purchase of the Notes.
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By accepting delivery of this Offering Memorandum, you agree to the foregoing restrictions and agree not to
use any information herein for any purpose other than considering an investment in the Notes. This Offering
Memorandum may only be used for the purpose for which it was published. The information contained under
"Exchange Rate Information" includes extracts from information and data publicly released by official and
other sources. While we accept responsibility for accurately summarizing the information concerning
exchange rate information, we accept no further responsibility in respect of such information. The information
set out in relation to sections of this Offering Memorandum describing clearing and settlement arrangements,
including the section entitled "Book-Entry, Delivery and Form," is subject to any change in or reinterpretation
of the rules, regulations and procedures of Euroclear or Clearstream.
We will not, nor will any of our agents or the Initial Purchasers, have responsibility for the performance of the
respective 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.
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 Offering
Memorandum is accurate or complete. Any representation to the contrary is a criminal offense. The Issuer has
applied to list the Notes on the Official List of the Luxembourg Stock Exchange (the "LuxSE") for trading on
the LuxSE's Euro MTF market (the "Euro MTF Market"), and will submit this Offering Memorandum to the
competent authorities in connection with the listing application. This Offering Memorandum constitutes a
prospectus for the purposes of Part IV of the Luxembourg act dated July 10, 2005 on prospectuses for
securities, as amended (the "Luxembourg Prospectus Law"). The Notes will not be offered to the public in
Luxembourg.
The Issuer is offering the Notes and the Guarantors are issuing the Note Guarantees, in reliance on an
exemption from registration under the U.S. Securities Act for an offer and sale of securities that do not involve
a public offering. The Issuer has not been and will not be registered under the Investment Company Act, in
reliance on the exemption provided by Section 3(c)(7) thereof. The Notes are subject to restrictions on
transferability and resale, which are described under "Plan of Distribution" and "Transfer Restrictions." By
possessing this Offering Memorandum or purchasing any Note, you will be deemed to have represented and
agreed to all of the provisions contained in that section of this Offering Memorandum. You should be aware
that you may be required to bear the financial risks of this investment for an indefinite period of time.
Tax Considerations
Prospective purchasers of the Notes are advised to consult their own tax advisors as to the consequences of
purchasing, holding and disposing of the Notes, including, without limitation, the application of U.S. federal tax
laws to their particular situations, as well as any consequences to them under the laws of any other taxing
jurisdiction, and the consequences of purchasing the Notes at a price other than the initial issue price. See
"Taxation."
STABILIZATION
IN CONNECTION WITH THIS OFFERING, GOLDMAN SACHS INTERNATIONAL (THE "STABILIZATION
MANAGER") (OR PERSON(S) ACTING ON BEHALF OF THE STABILIZATION 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 CAN BE NO ASSURANCES THAT THE STABILIZATION MANAGER (OR PERSON(S) ACTING ON
BEHALF OF THE STABILIZATION MANAGER) WILL UNDERTAKE ANY SUCH STABILIZATION ACTION.
SUCH STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON OR AFTER THE DATE OF
ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES AND MAY BE
ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS
AFTER THE ISSUE DATE AND 60 CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES.
ANY STABILIZATION ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY THE STABILIZATION
MANAGER (OR PERSON(S) ACTING ON BEHALF OF THE STABILIZATION MANAGER) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
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 OF THE NEW HAMPSHIRE UNIFORM SECURITIES ACT WITH
THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED
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OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 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 PROVISION OF THIS PARAGRAPH.
NOTICE TO PROSPECTIVE U.S. INVESTORS
The Notes will be sold outside the United States to investors who are both non-U.S. persons pursuant to
Regulation S and non-U.S. residents (as defined for purposes of the Investment Company Act) and within the
United States to persons who are both QIBs and QPs. The Notes and the Note Guarantees have not been
and will not be registered under the U.S. Securities Act and the Notes may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in
a transaction not subject to, registration requirements of the U.S. Securities Act. The Issuer has not been and
will not be registered under the Investment Company Act, in reliance on the exemption provided by
Section 3(c)(7). The Notes shall not be offered, sold or delivered (i) as part of an Initial Purchaser's distribution
at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the Issue
Date, within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to
Rule 144A and each dealer to which Notes have been sold during the distribution compliance period will be
sent a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the
United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the
meanings given to them by Regulation S. See "Transfer Restrictions."
CERTAIN VOLCKER RULE CONSIDERATIONS
The Issuer is relying on an analysis that it does not come within the definition of "investment company" under
the U.S. Investment Company Act because of the exemption provided under Section 3(c)(7) thereunder.
Consequently, the Issuer is considered to be a "covered fund" for purposes of Section 13 of the Bank Holding
Company Act (the "Volcker Rule"). See "Risk Factors--Risks Related to the Notes--The Volcker Rule may
negatively affect the liquidity and the value of the Notes" and "Transfer Restrictions".
NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
This Offering Memorandum has been prepared on the basis that all offers of Notes will be made pursuant to
an exemption under the Prospectus Directive, as amended, as implemented in member states of the
European Economic Area ("EEA"), from the requirement to produce a prospectus for offers of the Notes.
Accordingly, any person making or intending to make any offer within the EEA of the Notes which are subject
of the offering contemplated in this Offering Memorandum must only do so in circumstances in which no
obligation arises for the Issuer, the Guarantors or any of the Initial Purchasers to produce a prospectus for
such offer. Neither the Issuer nor the Guarantors nor any Initial Purchaser has authorized, nor do they
authorize, the making of any offer of the Notes through any financial intermediary, other than offers made by
the Initial Purchasers, which constitute the final placement of the Notes contemplated in this Offering
Memorandum. The expression "Prospectus Directive" means Directive 2003/71/EC of the European
Parliament and of the Council of November 4, 2003 on the prospectus to be published when securities are
offered to the public or admitted to trading and amending Directive 2001/34/EC and amendments thereto
(including the 2010 PD Amending Directive), and includes any relevant implementing measure in the Relevant
Member State (as defined below). The expression "2010 PD Amending Directive" means Directive
2010/73/EU of the European
Parliament and of the Council of November 24, 2010 amending Directives 2003/71/EC on the prospectus to
be published when securities are offered to the public or admitted to trading and 2004/109/EC on the
harmonization of transparency requirements in relation to information about issuers whose securities are
admitted to trading on a regulated market.
In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a
"Relevant Member State"), including each Relevant Member State that has implemented the 2010 PD
Amending Directive, with effect from and including the date on which the Prospectus Directive is implemented
in that Relevant Member State (the "Relevant Implementation Date"), no offer has been made and no offer
will be made of the Notes to the public in that Relevant Member State prior to the publication of a prospectus
in relation to the Notes that has been approved by the competent authority in that Relevant Member State or,
where appropriate, approved in another Relevant Member State and notified to the competent authority in that
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Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and
including the Relevant Implementation Date, an offer of the Notes may be made to the public in that Relevant
Member State at any time to:
(a) "qualified investors" as defined in the Prospectus Directive;
(b) fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive) in any Relevant Member State subject to obtaining the prior consent of the Issuer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such
offer of Notes shall result in a requirement for the publication by the Issuer or any Initial Purchaser of a
prospectus pursuant to Article 3 of the Prospectus Directive or a supplement to the prospectus in
accordance with Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression "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 for the Notes, as such expression may be varied in the Relevant Member State by any measure
implementing the Prospectus Directive in that Relevant Member State.
Each subscriber for or purchaser of the Notes in the offering located within a Relevant Member State will be
deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of
Article 2(1)(e) of the Prospectus Directive. The Issuer, the Guarantors, our legal advisors and others will rely
upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.
Notwithstanding the above, a person who is not a qualified investor and who has notified the Initial Purchasers
of such fact in writing may, with the consent of the Initial Purchasers, be permitted to subscribe for or
purchase the Notes in the Offering.
Belgium
The Notes are not offered, directly or indirectly, to the public in Belgium. The Notes are being offered in
Belgium to qualified investors only, within the meaning of Article 3, §2, a) and 10 of the Belgian law of June 16,
2006 on the public offering of securities and admission of securities to trading on a regulated market
("Belgian Prospectus Law") and/or on the basis of the other exemptions set out in Article 3, §2 of the Belgian
Prospectus Law. Accordingly, these Listing Particulars have not been and will not be notified to, or approved
by, the Belgian banking, finance and insurance commission (Commissie voor het bank-, financie- en
assurantiewezen/Commission bancaire, financiére et des assurances). This Offering cannot be advertised
and these Listing Particulars and any other information, circular, brochure or similar documents may not be
distributed, directly or indirectly, in Belgium other than to said qualified investors or, as the case may be, other
than on the basis of the other exemptions set out in Article 3, §2 of the Belgian Prospectus Law.
France
This Offering Memorandum has not been prepared in the context of a public offering of financial securities 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, or
"AMF"). Consequently, the Notes have not been or will not be, directly or indirectly, offered or sold to the
public in France ("offre au public de titres financiers"), and neither this Offering Memorandum nor any offering
or marketing materials relating to the Notes have been distributed or caused to be distributed and must be
distributed or caused to be distributed to the public in France.
The Notes have only and will only be offered, sold or distributed in France to qualified investors (investisseurs
qualifiés) and/or to 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 le compte de
tiers), all as defined in and in accordance with Articles L.411-1, L.411-2, D.411-1, D.744-1, D.754-1 and
D.764-1 of the French Code monétaire et financier.
Germany
In the Federal Republic of Germany, the Notes may only be offered and sold in accordance with the
provisions of the German Securities Prospectus Act (the "Securities Prospectus Act,"
Wertpapierprospektgesetz or WpPG) and any other applicable German legislation. No application has been
made under German law to offer the Notes to the public in or out of the Federal Republic of Germany. The
Notes are not registered or authorized for distribution under the German Securities Prospectus Act and
accordingly may not be, and are not being, offered or advertised publicly or by public promotion. This Offering
Memorandum is strictly for private use and the offer is only being made to recipients to whom this Offering
Memorandum is personally addressed and does not constitute an offer or advertisement to the public. In
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Germany, the Notes will only be available to, and this Offering Memorandum and any other offering material in
relation to the Notes is directed only at, persons who are qualified investors (qualifizierte Anleger) within the
meaning of Section 2 No. 6 of the German Securities Prospectus Act or who are subject of another exemption
in accordance with Section 3 (2) of the Securities Prospectus Act. Any resale of the Notes in Germany may
only be made in accordance with the Securities Prospectus Act and other applicable laws.
Grand Duchy of Luxembourg
The offering of the Notes should not be considered a public offering of securities in Luxembourg. This Offering
Memorandum may not be reproduced or used for any other purpose than the offering of the Notes nor
provided to any person other than the recipient thereof. The Notes are offered to a limited number of qualified
investors as defined in the Prospectus Directive in all cases under circumstances designed to preclude a
distribution, which would be other than a private placement. All public solicitations are banned and the sale
may not be publicly advertised.
The Notes may not be offered or sold to the public within the territory of Luxembourg unless: (a) a prospectus
has been duly approved by the Commission de surveillance du secteur financier (the "CSSF") pursuant to
Part II of the Luxembourg Prospectus Law, implementing the Directive 2003/71/EC of the European
Parliament and of the Council of November 4, 2003 on the prospectus to be published when securities are
offered to the public or admitted to trading (the "Prospectus Directive"), as amended including through
Directive 2010/73/EU of the European Parliament and of the Council of November 24, 2010, if Luxembourg is
the home Member State as defined under the Luxembourg Prospectus Law; or (b) if Luxembourg is not the
home Member State, the CSSF and the European Securities and Markets Authority have been provided by
the competent authority in the home Member State with a certificate of approval attesting that a prospectus in
relation to the Notes has been drawn up in accordance with the Prospectus Directive and with a copy of the
said prospectus; or (c) the offer of the Notes benefits from an exemption from or constitutes a transaction not
subject to, the requirement to publish a prospectus pursuant to the Luxembourg Prospectus Law.
The Netherlands
The Notes which are the subject of the Offering contemplated by this Offering Memorandum are not and may
not be offered in the Netherlands other than to persons or entities which are qualified investors as defined in
article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht or the "AFS"). Each
purchaser of Notes described in this Offering Memorandum located in the Netherlands will be deemed to have
represented, acknowledged and agreed that it is a qualified investor (gekwalificeerde beleggers) as defined in
section 1:1 of the AFS. For the purposes of this provision, the expression an "offer of Notes to the public" in
relation to any Notes in the Netherlands means to make a sufficiently specific offer addressed to more than
one person as referred to in section 217(1) of Book 6 of the Dutch Civil Code to conclude a contract to
purchase or otherwise acquire the notes, or to issue an invitation to make an offer of the notes.
Norway
This Offering Memorandum has not been and will not be registered with the Norwegian prospectus authority.
Accordingly, this Offering Memorandum may not be made available, nor may the Notes otherwise be
marketed or offered for sale, in Norway other than in circumstances that are exempted from the prospectus
requirements under the Norwegian Securities Trading Act (2007) chapter 7.
Spain
The Notes may not be offered or sold in Spain except in accordance with the requirements of the Spanish
Securities Market Law 24/1988, of July 28 (Ley 24/1988, de 28 de Julio, del Mercado de Valores), as
amended and restated, and Royal Decree 1310/2005, of November 4, on the listing of securities, public offers
and applicable prospectus, as amended (Real Decreto 1310/2005, de 4 de noviembre, por el que se
desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores en materia de admisión a
negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del
folleto exigible a tales efectos) (the "Spanish Securities Market Law"). The Notes may not be sold, offered or
distributed to persons in Spain, except in circumstances which do not constitute a public offer (oferta pública)
of securities in Spain, within the meaning of the Spanish Securities Market Law. Neither the Notes, this
offering nor this Offering Memorandum and its contents have been approved or registered with the Spanish
Securities and Exchange Commission (Comisión Nacional del Mercado de Valores), and therefore it is not
intended for the public offering or sale of the Notes in Spain.
Sweden
This Offering Memorandum is not a prospectus and has not been prepared in accordance with the prospectus
requirements provided for in the Swedish Financial Instruments Trading Act (lagen (1991:980) om handel med
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finansiella instrument) nor any other Swedish enactment. Neither the Swedish Financial Supervisory Authority
(Finansinspektionen) nor any other Swedish public body has examined, approved or registered this Offering
Memorandum or will examine, approve or register this Offering Memorandum. Accordingly, this Offering
Memorandum may not be made available, nor may the Notes, otherwise be marketed and offered for sale, in
Sweden other than in circumstances that constitute an exemption from the requirement to prepare a
prospectus under the Swedish Financial Instruments Trading Act.
United Kingdom
This Offering Memorandum is for distribution only to, and is only directed at, persons who (i) have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the "Financial Promotion Order"),
(ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations,
etc.) of the Financial Promotion Order or (iii) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the issue or sale of any Notes may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). This Offering Memorandum is directed only at relevant
persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this document relates is available only to relevant persons and will be engaged in
only with relevant persons. The Notes are being offered solely to "qualified investors" as defined in the
Prospectus Directive and accordingly the offer of Notes is not subject to the obligation to publish a prospectus
within the meaning of the Prospectus Directive.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD READ
BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.
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FORWARD-LOOKING STATEMENTS
This Offering Memorandum includes forward-looking statements within the meaning of the securities laws of
certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements
other than statements of historical facts contained in this Offering Memorandum, including, without limitation,
those regarding our future financial position and results of operations, our strategy, plans, objectives, goals
and targets, future developments in the markets in which we participate or are seeking to participate or
anticipated regulatory changes in the markets in which we operate or intend to operate. In some cases, you
can identify forward-looking statements by terminology such as "aim," "anticipate," "believe," "continue,"
"could," "estimate," "expect," "forecast," "guidance," "intend," "may," "plan," "potential," "predict," "projected,"
"should," or "will" or the negative of such terms or other comparable terminology.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors
because they relate to events and depend on circumstances that may or may not occur in the future. We
caution you that forward-looking statements are not guarantees of future performance and are based on
numerous assumptions and that our actual results of operations, including our financial condition and liquidity
and the development of the industry in which we operate, may differ materially from (and be more negative
than) those made in, or suggested by, the forward-looking statements contained in this Offering Memorandum.
In addition, even if our results of operations, including our financial condition and liquidity and the
development of the industry in which we operate, are consistent with the forward-looking statements
contained in this Offering Memorandum, those results or developments may not be indicative of results or
developments in subsequent periods. Important risks, uncertainties and other factors that could cause these
differences include, but are not limited to:
·
changes in the economic conditions in the markets in which we operate;
·
our inability to purchase portfolios in sufficient volumes, at appropriate prices or of sufficient quality due
to a lack of supply of such portfolios or lack of funding;
·
reliance on a limited number of clients in key industries and a limited number of key suppliers;
·
our clients' unwillingness to outsource debt collection to us;
·
our inability to compete with businesses that may offer more attractive prices or have greater financing
resources;
·
operational errors in our collection process;
·
negative attention on the debt purchase and collection industry or our operations;
·
our inability to collect the expected amounts on our existing debt portfolios or deterioration in the value of
our existing debt portfolios;
·
changes in our regulatory environment;
·
our inability to correctly assess pricing terms or anticipate reductions in the volume of claims we service;
·
potential contractual obligations to purchase debt at unfavorable terms pursuant to forward flow
agreements or to conduct enforcement activities in limited ways;
·
our inability to secure funding on favorable terms to purchase further debt portfolios;
·
inaccuracies in our statistical models and data;
·
volatility due to the revaluation of our debt portfolios;
·
inaccuracies in our estimates and assumptions;
·
delays in the realization of cash returns on investments;
·
our failure to renew existing contracts;
·
the failure to comply with regulatory requirements and data protection laws by us or by our third-parties
suppliers;
·
our inability to successfully grow and integrate acquisitions;
·
our failure to maintain and develop effective IT security or accurate data analysis systems or anticipate
technological advances;
·
our inability to absorb potential increased technology costs or adapt to technological advances;
·
breach of confidentiality agreements;
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·
reliance on third parties, including lawyers and data providers, who could perform poorly or cease to
provide services;
·
reliance on our senior management team and trained employees;
·
our inability to achieve our strategic goals;
·
potential labor disputes or increases in labor costs;
·
litigation, investigations and proceedings that may have negative impact on our business;
·
the increase of consumer insolvencies;
·
our portfolios including underlying legally defective and/or unenforceable debt documentation;
·
an uneven debt portfolio supply;
·
rising interest rates;
·
the use of ineffective hedging;
·
changes in tax audits, tax regimes and other tax treatments;
·
insufficient resources to meet our reporting requirements or implement effective internal controls;
·
the failure to register under the Investment Company Act;
·
other risks associated with the transaction, our financial profile, the Notes, our structure and the
financing; and
·
other factors discussed or referred to in this Offering Memorandum.
The risks described in the "Risk Factors" section of this Offering Memorandum are not exhaustive. Other
sections of this Offering Memorandum describe additional factors that could adversely affect our business,
financial condition and results of operations. New risks emerge from time to time and it is not possible for us to
predict all such risks; nor can we assess the impact of all such risks on our business or the extent to which
any factor, or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements.
We urge you to read carefully the sections of this Offering Memorandum entitled "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of Operations," "Industry and
Market Data" and "Our Business" for a more detailed discussion of the factors that could affect our future
performance and the markets in which we operate. In light of these risks, uncertainties and assumptions, the
forward-looking events described in this Offering Memorandum may not be accurate or occur at all.
Accordingly, prospective investors should not place undue reliance on these forward-looking statements,
which speak only as of the date on which the statements were made. In addition, from time to time we and our
representatives, acting in respect of information provided by us, have made or may make forward-looking
statements orally or in writing. These forward-looking statements may be included in, but are not limited to,
press releases (including on our website), reports to our security holders and other communications. Although
we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no
assurance that such expectations will prove to be correct.
We undertake no obligation, and do not intend, to update or revise any forward-looking statement or risk
factors, whether as a result of new information, future events or developments or otherwise. All subsequent
written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly
qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this
Offering Memorandum.
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CURRENCY PRESENTATION AND DEFINITIONS
In this Offering Memorandum, all references to "euro," "EUR" or "" are to the single currency of the
participating member states of the European Monetary Union of the Treaty Establishing the
European Community, as amended from time to time and all references to "U.S. dollars,"
"US$" and "$" are to the lawful currency of the United States of America.
Definitions
Unless otherwise specified or the context requires otherwise in this Offering Memorandum:
·
"Acquisition" means the acquisition by BidCo of the sole issued share in the Target and the contribution
by the Seller of the Shareholder Loan to the Target pursuant to the terms of the Acquisition Agreement;
·
"Acquisition Agreement" means the agreement on the sale and purchase of the sole issued share in
Target dated May 17, 2015 between the Seller and BidCo;
·
"BidCo" means Garfunkel Holding GmbH;
·
"BidCo Shareholder Loan" means the loan made pursuant to the BidCo Shareholder Loan Agreement;
·
"BidCo Shareholder Loan Agreement" means the shareholder loan agreement entered into on the
Completion Date between BidCo, as lender, and GFKL Holdco, as borrower, pursuant to which GFKL
Holdco used the proceeds from such shareholder loan agreement to repay the Existing Credit Facility
and cash collateralize certain guarantees of rental agreements;
·
"CAGR" means compound annual growth rate;
·
"Collateral" has the meaning ascribed to it under "Summary--The Offering--Security, Enforcement of
Security";
·
"Completion Date" means June 30, 2015, the date on which the Acquisition was consummated;
·
"Contribution Agreement" means the agreement dated prior to the Completion Date, among the Seller,
as contributor, and Target, as beneficiary, whereby the Shareholder Loan was contributed into the
capital reserve account of Target pursuant to section 272 paragraph 2 number 4 of the German
Commercial Code;
·
"DIG" means Domnowski Inkasso GmbH, an operating subsidiary of GFKL Holdco;
·
"DMA" means Deutsche Multiauskunftei GmbH, an operating subsidiary of GFKL Holdco;
·
"ERC" means estimated remaining collections, which are the future collections projected to be received
on all of our purchase debt portfolios over a 180-month period (except as otherwise specified). ERC is
presented here for illustrative purposes only and is different from the forecasts we use to calculate the
fair value of our purchased debt portfolios as recognized in our consolidated financial statements. The
fair value recognized in our consolidated financial statements is based on our own historical data and
collection forecasts of typically up to 120 months and represents our estimate as to what an exit price
would be in a single transaction referring to the specific debt portfolio. Any references to ERC in this
Offering Memorandum are references to gross ERC (which includes estimated collections in respect of
the principal balance, costs, service costs and fees). See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Key Operating Metrics--Estimated Remaining
Collections ("ERC")";
·
"Executive Board" means the Executive Board of GFKL Holdco;
·
"Existing Credit Facility" means the German law governed credit facility, including both a term loan and
revolving facility, dated September 16, 2014, among, inter alios, GFKL Holdco as the borrower and
certain banks as arrangers and redeemed on the Completion Date;
·
"German Company Conversion" means the conversion of GFKL Holdco into a limited liability company
incorporated under the laws of Germany (Gesellschaft mit beschränkter Haftung or "GmbH") being
registered in the competent commercial register (Handelsregister);
·
"GCG" means GFKL Collections GmbH, formerly known as SNT Inkasso & Forderungsmanagement
GmbH, an operating subsidiary of GFKL Holdco;
·
"GFKL" or "GFKL Group" means GFKL Holdco and its subsidiaries from time to time;
·
"GFKL Group Collateral" has the meaning ascribed to it under "Summary--The Offering--Security,
Enforcement of Security";
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Document Outline

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