Obligation Loxam Groupe 3.5% ( XS1401324972 ) en EUR

Loxam Groupe

100 % ▼

France

XS1401324972 ( en EUR )

3.5% par an ( paiement semestriel )

02/05/2023 - Obligation échue

Prospectus brochure de l'obligation Loxam XS1401324972 en EUR 3.5%, échue

100 000 EUR

250 000 000 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 XS1401324972, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/05/2023

NOT FOR GENERAL CIRCULATION
OFFERING MEMORANDUM

IN THE UNITED STATES

250,000,000 3.500% Senior Secured Notes due 2023
We ("Loxam," the "Issuer" or the "Company") are a limited liability company (société par actions simplifiée)
formed under French law. We are offering 250,000,000 principal amount of our 3.500% senior secured notes due 2023 (the
"Notes").
The Notes will mature on May 3, 2023. We will pay interest on the Notes semi-annually on each March 15 and
September 15, commencing September 15, 2016, at a rate of 3.500% per annum. The Notes will not initially be guaranteed
and will be secured by a second-ranking security interest with a first priority under the Intercreditor Agreement (as defined
herein) 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 Notes at any time on or after May 3, 2019 at the redemption prices described in this
offering memorandum. At any time prior to May 3, 2019 we may redeem all or part of the Notes at a redemption price equal
to 100% of their principal amount plus the applicable premium described in this offering memorandum. At any time prior to
May 3, 2019 during each 12-month period commencing on the Issue Date (as defined herein), we may redeem up to 10% of
the aggregate principal amount of the Notes at a redemption price of 103% of the principal amount of the Notes redeemed. In
addition, at any time prior to May 3, 2019 we may also redeem up to 45% of the 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 offering memorandum), we may be required to make an offer to purchase the 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 Notes.
This offering memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005
on Prospectuses for Securities, as amended. Application will be 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 offering memorandum 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 16.
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
purchaser 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 Notes: 100.00%

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"), will be made on or about May 3, 2016.
Sole Bookrunner

Deutsche Bank

The date of this offering memorandum is April 21, 2016.

TABLE OF CONTENTS
NOTICE TO INVESTORS .................................................................................................................................................................. i
STABILIZATION ............................................................................................................................................................................. iii
AVAILABLE INFORMATION ......................................................................................................................................................... v
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .............................................................................................. v
FORWARD-LOOKING STATEMENTS ......................................................................................................................................... ix
EXCHANGE RATE INFORMATION .............................................................................................................................................. x
SUMMARY ........................................................................................................................................................................................ 1
THE OFFERING ................................................................................................................................................................................ 9
SUMMARY CONSOLIDATED FINANCIAL INFORMATION ................................................................................................... 12
RISK FACTORS .............................................................................................................................................................................. 16
USE OF PROCEEDS ....................................................................................................................................................................... 41
CAPITALIZATION ......................................................................................................................................................................... 42
SELECTED CONSOLIDATED FINANCIAL INFORMATION .................................................................................................... 44
UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION ........................................................................ 46
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .... 48
INDUSTRY ...................................................................................................................................................................................... 68
BUSINESS ....................................................................................................................................................................................... 72
MANAGEMENT .............................................................................................................................................................................. 87
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ................................................................................................. 90
DESCRIPTION OF CERTAIN INDEBTEDNESS .......................................................................................................................... 91
DESCRIPTION OF NOTES ........................................................................................................................................................... 109
BOOK-ENTRY, DELIVERY AND FORM ................................................................................................................................... 163
TAXATION .................................................................................................................................................................................... 167
PLAN OF DISTRIBUTION ........................................................................................................................................................... 171
TRANSFER RESTRICTIONS ....................................................................................................................................................... 174
LEGAL MATTERS ........................................................................................................................................................................ 177
STATUTORY AUDITORS ............................................................................................................................................................ 177
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES .......................................................................................... 177
GENERAL INFORMATION ......................................................................................................................................................... 179
INDEX TO THE FINANCIAL STATEMENTS ............................................................................................................................. F-1

This offering memorandum 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 offering memorandum may only be accurate on the
date of this offering memorandum.

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 offering memorandum 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
offering memorandum as a whole misleading in any material respect. Subject to the following paragraphs, we accept
responsibility for the information contained in this offering memorandum.
We are providing this offering memorandum only to prospective purchasers of the Notes. You should read this offering
memorandum before making a decision whether to purchase any Notes. You must not use this offering memorandum for any
other purpose or disclose any information in this offering memorandum to any other person.
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 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 offering
memorandum. 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 offering memorandum. We and the initial purchaser are not responsible for your compliance with any of
the foregoing legal requirements. See "Plan of Distribution."
None of us, the initial purchaser or any of our or the initial purchaser's respective representatives are making an offer to
sell the Notes in any jurisdiction except where such 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 offering memorandum. You should understand that you will be required to bear the financial risks of your investment for an
indefinite period of time.
This offering memorandum is based on information provided by us and by other sources that we believe are reliable.
The initial purchaser named in this offering memorandum, 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 offering memorandum is, or shall be relied upon as, a promise or representation by the
initial purchaser 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 offering memorandum
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 offering memorandum to provide any information or to make any
representations other than those contained in this offering memorandum. 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 offering memorandum.
The information contained in this offering memorandum speaks 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 forth in this offering memorandum
or in our business since the date of this offering memorandum.
None of us, the initial purchaser, the Trustee, the Security Agent, the Paying Agent, the Registrar, the Transfer Agent or
any of our or the initial purchaser's 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 offering memorandum 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 purchaser with any questions about this offering or if you require additional information
to verify the information contained in this offering memorandum.
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 offering memorandum is truthful or complete.
Any representation to the contrary is a criminal offense.
i

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 offering memorandum or purchasing any Note, you will be
deemed to have represented and agreed to all of the provisions contained in those sections of this offering memorandum.
The Notes will be issued in the form of one or more global notes, all of which will be 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 purchaser 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 purchaser and certain of its related entities may acquire,
for their own accounts, a portion of the Notes.

ii

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 purchaser 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 offering memorandum is accurate or
complete. Any representation to the contrary is a criminal offense.
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"), the 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 it has not made and will not
make an offer of Notes which are the subject of the offering contemplated by this offering memorandum 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 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 initial purchaser
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 result in a requirement for the publication by the Issuer or the initial
purchaser of 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 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
The initial purchaser 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 any Notes 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)
iii

(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 offering memorandum 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 offering memorandum 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 offering memorandum 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
(iii)
the direct and indirect distribution or sale to the public of the Notes acquired by those investors to whom
offers and sales of the Notes may be made as described above 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
The 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 offering memorandum and the offer and sale or resale of the Notes may be restricted by law in
certain jurisdictions. Persons into whose possession this offering memorandum (or any part hereof) comes are required by us and
the initial purchaser to inform themselves about, and to observe, any such restrictions.

iv

AVAILABLE INFORMATION
Each purchaser of Notes from the initial purchaser will be furnished with a copy of this offering memorandum and, to
the extent provided to the initial purchaser by us, any related amendment or supplement to this offering memorandum. 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 offering memorandum 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 offering
memorandum. See "General Information."

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Defined Terms and Conventions
In this offering memorandum, "we," "us," "our" and "our group" refer to Loxam S.A.S. and its consolidated
subsidiaries, unless the context otherwise requires, and the "Company" and "Issuer" refer to Loxam S.A.S.
In this offering memorandum, 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 offering memorandum to:
· "2013 Senior Subordinated Notes" are to the 300 million principal amount of outstanding 7.375% Senior
Subordinated Notes due 2020 issued on January 24, 2013;

· "2014 Indentures" are to the 2014 Senior Secured Indenture and the 2014 Senior Subordinated Indenture;

· "2014 Notes" are to the 2014 Senior Secured Notes and the 2014 Senior Subordinated Notes;
· "2014 Senior Secured Indenture" are to the indenture governing the 2014 Senior Secured Notes;
· "2014 Senior Secured Notes" are to the 410 million principal amount of 4.875% senior secured notes due 2021
issued on July 23, 2014;

· "2014 Senior Subordinated Indenture" are to the indenture governing the 2014 Senior Subordinated Notes;
· "2014 Senior Subordinated Notes" are to the 250 million principal amount of 7.000% senior subordinated notes
due 2022 issued on July 23, 2014;
· "Auditors" are to our statutory auditors, KPMG Audit (a division of KPMG SA) and Constantin Associés (a
member of Deloitte Touche Tohmatsu Limited);
· "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 profit from ordinary operations plus depreciation and amortization of fixed assets;
· "Free cash flow" are to EBITDA less net capital expenditures, finance income and expense, income 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 section "Description of Notes";
· "Gross book value" are to the total acquisition cost of the fleet equipment;
· "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;

v

· "Hertz Equipment Acquisition" are to our acquisition of Hertz Equipment Rental Company's French and Spanish
businesses, completed on October 30, 2015 through our purchase of 100% of the share capital and voting rights
of Hertz Equipement France and Hertz Alquiler de Maquinaria, respectively;
· "IFRS" are to the International Financial Reporting Standards as adopted by the European Union;
· "Indenture" are to the indenture governing the Notes offered hereby;
· "Intercreditor Agreement" are to the intercreditor agreement which was entered into on July 23, 2014 among the
Issuer, Wilmington Trust, National Association, as trustee for the 2014 Notes, Wilmington Trust (London)
Limited as security agent for the 2014 Senior Secured Notes and the Notes, Natixis S.A. as senior agent and
security agent for the lenders and the financial institutions listed therein as the lenders under the Revolving Credit
Facility, and to which the Trustee will accede on or about the Issue Date;
· "Issue Date" are to May 3, 2016;
· "Like-for-like" are to changes in revenue 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 fleet equipment less the accumulated depreciation such
equipment;
· "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);
· "Revolving Credit Facility" are to the 50 million senior revolving credit facility dated July 18, 2014 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;
· "Revolving Credit Facility Collateral" are to the collateral granted to secure the 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--Revolving Credit Facility--Security";
· "Organic" or "constant scope" are to changes in revenue 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" are, as the context requires, either to Natixis S.A. as security agent under the Revolving Credit
Facility or to Wilmington Trust (London) Limited as security agent under the 2014 Indentures and the Indenture;
· "Senior Secured Collateral" are to our "Loxam" trademark and 100% of the share capital of two of our
subsidiaries, Loxam Module and Loxam Power;
· "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;
· "Trustee" are to Wilmington Trust, National Association as trustee for the Notes; 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 offering memorandum 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 offering memorandum 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, 2013, 2014 and 2015, an English language
translation of which is included in this offering memorandum, were prepared in accordance with IFRS. Our audited financial
statements have been audited by our statutory auditors, KPMG Audit (a division of KPMG SA) and Constantin Associés (a
vi

member of Deloitte Touche Tohmatsu Limited) (together, our "Auditors"). A free English language translation of their audit
report thereon is included elsewhere in this offering memorandum.
Rounding adjustments have been made in calculating some of the financial and other information included in this
offering memorandum. As a result, figures shown as totals in some tables may not be exact arithmetic aggregations of the figures
that precede them.

Unaudited Consolidated Pro Forma Financial Information

On October 30, 2015, we acquired the French and Spanish businesses of Hertz Equipment Rental Company. The results
of operations of these businesses for November and December 2015 are included in our 2015 consolidated income statement. In
this offering memorandum, we present certain unaudited consolidated financial information on a pro forma basis, as if the Hertz
Equipment Acquisition had occurred on January 1, 2015. The unaudited consolidated pro forma financial information for the year
ended December 31, 2015 has been prepared for illustrative purposes only and does not purport to represent what our actual
results of operations would have been if the Hertz Equipment Acquisition had occurred on January 1, 2015, nor does it purport to
be indicative of our future results of operations or financial position. Such unaudited consolidated pro forma financial information
consists only of unaudited consolidated pro forma income statement information, and we have not prepared, nor do we present in
this offering memorandum, unaudited consolidated pro forma balance sheet or statement of cash flow information.

The unaudited consolidated pro forma financial information set forth in this offering memorandum is based on available
information and certain assumptions and estimates that we believe are reasonable and may differ materially from the actual
amounts that would have been achieved had the Hertz Equipment Acquisition occurred on January 1, 2015. See "Unaudited
Consolidated Pro Forma Financial Information."

The unaudited consolidated pro forma financial information does not include all the information required for financial
statements under IFRS, and should be read in conjunction with our consolidated audited financial statements and the notes thereto
included elsewhere in this offering memorandum. Except as otherwise noted, the unaudited consolidated pro forma financial
information does not give effect to the Notes offered hereby.
The unaudited consolidated pro forma financial information has not been prepared in accordance with Article 11 of
Regulation S-X under the Securities Act, the Prospectus Directive or any generally accepted accounting standards. The unaudited
consolidated pro forma financial information has been prepared in accordance with the basis of preparation described in
"Unaudited Consolidated Pro Forma Financial Information."
Non-IFRS Financial Measures
This offering memorandum contains measures and ratios that do not comply with IFRS, including EBITDA, free cash
flow and net debt, among others. We present these non-IFRS measures because we believe that they and similar measures are
widely used by certain investors as supplemental measures of performance and liquidity. These non-IFRS measures may not be
comparable to other similarly titled measures of other companies and may have limitations as analytical tools.

Non-IFRS measures and ratios such as EBITDA, free cash flow and net debt are not measurements of our performance
or liquidity under IFRS and should not be considered to be alternatives to operating income or any other performance measures
derived in accordance with IFRS. 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 IFRS.
As Adjusted Financial Data

We present in this offering memorandum certain as adjusted financial data that are based on certain unaudited
consolidated pro forma financial information, as adjusted to give effect to issuance of the Notes offered hereby, including the
application of the net proceeds of the Notes as set forth under "Use of Proceeds," as of December 31, 2015. See "Summary
Consolidated Financial Information--Unaudited pro forma financial information." The as adjusted financial data has not been
prepared in accordance with the requirements of Regulation S-X of the Securities Act, the Prospectus Directive or any generally
accepted accounting standards. Neither the assumptions underlying the related adjustments nor the resulting as adjusted financial
data have been audited or reviewed in accordance with any generally accepted auditing standards.
Use of Industry and Market Data in this Offering Memorandum
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 offering memorandum 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
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
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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 purchaser have
verified that data independently. We and the initial purchaser 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 purchaser 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 Offering Memorandum
Certain information provided in this offering memorandum 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 offering memorandum 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 offering memorandum 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.

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