Obligation Mobilix Finance SAS 5.5% ( XS1512670412 ) en EUR

Mobilix Finance SAS

100 % ▼

France

XS1512670412 ( en EUR )

5.5% par an ( paiement semestriel )

14/11/2024 - Obligation échue

Prospectus brochure de l'obligation Mobilux Finance SAS XS1512670412 en EUR 5.5%, échue

100 000 EUR

380 000 000 EUR

Mobilux Finance SAS est une société de financement spécialisée dans le crédit aux professionnels, proposant des solutions de financement pour l'acquisition de matériels, véhicules et autres biens professionnels.

L'obligation française XS1512670412 émise par Mobilux Finance SAS, d'une valeur nominale totale de 380 000 000 EUR, avec un coupon de 5,5% payable deux fois par an et arrivant à échéance le 14 novembre 2024, a été intégralement remboursée à son prix nominal de 100%, avec un placement minimum de 100 000 EUR.

OFFERING CIRCULAR
NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES
380,000,000 51/2% Senior Secured Notes due 2024
Mobilux Finance SAS (the Issuer), a private limited liability company (société par actions simplifiée) incorporated under the laws of France
issued and sold (the Offering) 380,000,000 aggregate principal amount of 5 1/2% Senior Secured Notes due 2024 (the Notes) on November 10,
2016 (the Issue Date). The Notes were issued as part of the financing for the proposed acquisition (the Acquisition) of 100% of the issued share
capital of Décomeubles Partners SAS (the Target) by Mobilux Acquisition SAS (Bidco), which is beneficially owned by investment funds or limited
partnerships managed or advised by Clayton, Dubilier & Rice, LLC and WM Holding GmbH. BUT SAS is wholly-owned by the Target, which, from
and after the date of the completion of the Acquisition (the Completion Date), which is expected to be on or about the date of this Offering
Circular, will be wholly-owned by Bidco. The Issuer is wholly-owned by Bidco.
The Notes will bear interest at a rate of 5.50% and will mature on November 15, 2024. Interest on the Notes will be paid semi-annually in
arrears on May 15 and November 15 of each year, commencing on May 15, 2017.
The Issuer may redeem the Notes in whole or in part at any time on or after November 15, 2019, in each case, at the redemption prices set
out in this offering circular (the Offering Circular). Prior to November 15, 2019, the Issuer will be entitled to redeem all or part of the Notes at a
redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, plus a "make-
whole" premium, as described in this Offering Circular. Prior to November 15, 2019, the Issuer may also redeem up to 40% of the aggregate
principal amount of the Notes with the net proceeds from certain equity offerings at the redemption price equal to 105.50% of the principal amount
of the Notes redeemed plus accrued and unpaid interest and additional amounts, if any, provided that at least 50% of the original principal amount
of the Notes remains outstanding after the redemption. Prior to November 15, 2019, the Issuer may on one or more occasions redeem up to 10%
of the Notes during each twelve month period commencing on the Issue Date (as defined below) at a redemption price of 103% of the aggregate
principal amount thereof plus accrued and unpaid interest and additional amounts, if any. Additionally, the Issuer may redeem all, but not less
than all of the Notes at a price equal to their principal amount plus accrued and unpaid interest and additional amounts, if any, upon the
occurrence of certain changes in applicable tax law. Upon the occurrence of certain events constituting a change of control, each holder of the
Notes may require the Issuer to repurchase all or a portion of its Notes at 101% of the principal amount thereof, plus accrued and unpaid interest
and additional amounts, if any, to the date of the repurchase. However, a change of control will be deemed not to have occurred if specified
consolidated leverage ratios are not exceeded in connection with such event.
The Notes are senior obligations of the Issuer, guaranteed (the Guarantees and, each, a Guarantee) on a senior basis by Mobilux 2 SAS
(Parent Guarantor) and Bidco (together, the Issue Date Guarantors) and are of the Completion Date secured by the Completion Date Collateral
(as defined herein). In addition, on the earlier of (i) the date on which such entity accedes to the Super Senior Revolving Credit Facility Agreement
(as defined herein) and (ii) the 90th day following the Completion Date, the Notes will also be guaranteed on a senior secured basis by the Target,
BUT SAS, BUT International SAS and Cogesem SAS (together, the Subsidiary Guarantors, and together with the Issue Date Guarantors, the
Guarantors) and secured by the Post-Completion Collateral (as defined herein). The Notes will rank pari passu in right of payment with all of the
Issuer's existing and future senior indebtedness that is not expressly subordinated in right of payment to the Notes, including indebtedness
incurred under the Super Senior Revolving Credit Facility. The property and assets that will secure the Notes and the Guarantees will also secure
the Super Senior Revolving Credit Facility (as defined herein) and certain priority hedging obligations (the Super Senior Obligations) on a first-
ranking basis. In the event of enforcement of the security interests over the Collateral (as defined herein), the Super Senior Obligations and certain
other indebtedness permitted under the Indenture (as defined herein) to be incurred on a priority basis will be repaid with the proceeds from the
enforcement of the Collateral in priority to the Notes. The validity and enforceability of the Guarantees and the security interests and the liability of
each Guarantor will be subject to the limitations described in "Limitations on Validity and Enforceability of Guarantees and Security and Certain
Insolvency Law Considerations". The Collateral and the Guarantees may be released in certain circumstances.
There is currently no public market for the Notes. Application will be made to list the Notes on the Official List of the Luxembourg Stock
Exchange for trading on the Euro MTF Market of the Luxembourg Stock Exchange (the Euro MTF Market). There are no assurances that the
Notes will be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market. The Euro MTF Market
of the Luxembourg Stock Exchange is not a regulated market pursuant to the provisions of Directive 2004/39/EC on markets in financial
instruments.
An investment in the Notes involves a high degree of risk.
Please see "Risk Factors" beginning on page 25.
Price for the Notes: 100.00%, plus accrued interest, if any, from the Issue Date
The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act, or the laws of any other jurisdiction,
and they 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 U.S. Securities Act. In the United States, the Offering is being made only to investors who the seller reasonably
believes to be qualified institutional buyers (QIBs) within the meaning of Rule 144A in compliance with Rule 144A under the U.S. Securities Act.
You are hereby notified that the Initial Purchaser of the Notes may be relying on the exemption from certain provisions of the U.S. Securities Act
provided by Rule 144A thereunder. Outside the United States, the Offering is being made to certain persons in offshore transactions in reliance on
Regulation S. For additional information about eligible offerees and transfer restrictions, please see "Notice to Investors".
The Notes are issued in the form of one or more Global Notes in registered form, which were delivered in book-entry form through a common
depositary of Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme (Clearstream).
Joint Bookrunners
Goldman Sachs International
Bank of America Merrill Lynch
Barclays
BNP PARIBAS
Deutsche Bank
ING
RBC Capital Markets
The date of this Offering Circular is November 17, 2016

IMPORTANT INFORMATION
In making an investment decision regarding the Notes and the Guarantees offered by this
Offering Circular, you must rely on your own examination of the Issuer and the terms of this Offering,
including the merits and risks involved. This Offering Circular relates to the offering of the Notes on the
Issue Date. The Offering is being made on the basis of this Offering Circular only. Any decision to
purchase the Notes and the Guarantees in the Offering must be based on the information contained in
this Offering Circular.
The Issuer accepts responsibility for the information in this Offering Circular. We have prepared
this Offering Circular solely for use in connection with this Offering and for application of the Notes for
listing on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market.
You may not distribute this Offering Circular or make photocopies of it without our prior written
consent other than to people you have retained to advise you in connection with this Offering.
You are not to construe the contents of this Offering Circular as investment, legal or tax advice.
You should consult your own counsel, accountants and other advisors as to legal, tax, business,
financial and related aspects of a purchase of the Notes and the Guarantees. You are responsible for
making your own examination of the Notes and the Issuer and your own assessment of the merits and
risks of investing in the Notes and the Guarantees. None of the Issuer, the Guarantors or any of the
Initial Purchasers is making any representation to you regarding the legality of an investment in the
Notes and the Guarantees by you under appropriate legal investment or similar laws.
To the best of our knowledge and belief, having taken all reasonable care to ensure such is the
case, the information contained in this Offering Circular is in accordance with the facts and contains
no omission likely to affect its import. The information contained in this Offering Circular has been
furnished by the Issuer and other sources we believe to be reliable. This Offering Circular contains
summaries, believed to be accurate, of some of the terms of specific documents, but reference is
made to the actual documents, copies of which will be made available upon request, for the complete
information contained in those documents. You should contact the Issuer or the Initial Purchasers with
any questions about this Offering or if you require additional information to verify the information
contained in this Offering Circular. All summaries are qualified in their entirety by this reference.
Copies of such documents and other information relating to the issuance of the Notes and the
Guarantees will be available at the specified offices of the listing agent in Luxembourg. See "Listing
and General Information".
The Initial Purchasers will provide prospective investors with a copy of this Offering Circular and
any related amendments or supplements. By receiving this Offering Circular, you acknowledge that
you have not relied on the Initial Purchasers in connection with your investigation of the accuracy of
this information or your decision whether or not to invest in the Notes and the Guarantees.
The information set out in those sections of this Offering Circular describing clearing and
settlement is subject to any change or reinterpretation of the rules, regulations and procedures of
Euroclear and Clearstream currently in effect. Investors wishing to use these clearing systems are
advised to confirm the continued applicability of their rules, regulations and procedures. None of the
Issuer or the Guarantors will 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 such book-entry interests.
No person is authorized in connection with any offering made by this Offering Circular to give any
information or to make any representation not contained in this Offering Circular and, if given or made,
any other information or representation must not be relied upon as having been authorized by the
Issuer, the Guarantors or the Initial Purchasers. The information contained in this Offering Circular is
accurate as of the date hereof. Neither the delivery of this Offering Circular at any time nor any
subsequent commitment to purchase the Notes or the Guarantees shall, under any circumstances,
create any implication that there has been no change in the information set forth in this Offering
Circular or in the business of the Issuer or the Guarantors since the date of this Offering Circular.
i

The Initial Purchasers make no representation or warranty, express or implied, as to, and assume
no responsibility for, the accuracy or completeness of the information contained in this Offering
Circular. Nothing contained in this Offering Circular is, or shall be relied upon as, a promise or
representation by the Initial Purchasers as to the past or the future. The Issuer and the Guarantors
have furnished the information contained in this Offering Circular.
The Notes and the Guarantees are subject to restrictions on transferability and resale and may
not be transferred or resold except as permitted under the U.S. Securities Act and applicable
securities laws. You should be aware that you may be required to bear the financial risks of this
investment for an indefinite period of time. See "Plan of Distribution" and "Notice to Investors".
It is intended that the Notes will be listed on the Official List of the Luxembourg Stock Exchange
for trading on the Euro MTF Market, and the Issuer has submitted this Offering Circular to the
competent authority in connection with the listing application. In the course of any review by the
competent authority, the Issuer may be requested to make changes to the financial and other
information included in this Offering Circular. Comments by the competent authority may require
significant modification or reformulation of information contained in this Offering Circular or may
require the inclusion of additional information, including financial information in respect of the
Guarantors. The Issuer may also be required to update the information in this Offering Circular to
reflect changes in our business, financial condition or results of operations and prospects. We cannot
guarantee that our application for admission of the Notes to trading on the Euro MTF Market and to
list the Notes on the Official List of the Luxembourg Stock Exchange will be approved as of the
settlement date for the Notes or any date thereafter, and settlement of the Notes is not conditioned on
obtaining this listing.
The Issuer reserves the right to withdraw this Offering at any time. The Issuer is making this
Offering subject to the terms described in this Offering Circular and the purchase agreement relating
to the Notes (the Purchase Agreement). The Issuer and the Initial Purchasers each reserve the right
to reject any commitment to subscribe for the Notes in whole or in part and to allot to any prospective
investor less than the full amount of the Notes sought by such investor. The Initial Purchasers and
certain of their related entities may acquire, for their own accounts, a portion of the Notes.
The distribution of this Offering Circular and the offer and sale of the Notes and the Guarantees
are restricted by law in some jurisdictions. This Offering Circular does not constitute an offer to sell or
an invitation to subscribe for or purchase any of the Notes and the Guarantees 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. Each prospective offeree or purchaser of the Notes and the Guarantees must
comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers
or sells the Notes and the Guarantees or possesses or distributes this Offering Circular, and must
obtain any consent, approval or permission required under any regulations in force in any jurisdiction
to which it is subject or in which it makes such purchases, offers or sales, and neither the Issuer nor
the Initial Purchasers shall have any responsibility thereof. See "Notice to Certain Investors", "Plan of
Distribution", and "Notice to Investors".
Investing in the Notes involves a high degree of risk. Please see "Risk Factors" beginning on
page 25.
ALTERNATE SETTLEMENT CYCLE
We expect that delivery of the Notes will be made against payment on the Notes on or about the
date specified on the cover page of this Offering Circular, which will be ten business days (as such
term is used for purposes of Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended (the
U.S. Exchange Act) following the date of pricing of the Notes (this settlement cycle is being referred to
as "T+10"). Trades in the secondary market generally are required to settle in three business days
unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to
trade the Notes on the date of this Offering Circular or the following ten business days will be required
to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.
Purchasers of the Notes who wish to make such trades should consult their own advisors.
ii

STABILIZATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, GOLDMAN SACHS INTERNATIONAL (THE
STABILIZING MANAGER) (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER OR
STABILIZING MANAGERS) MAY OVER-ALLOT THE 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 A 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.
NOTICE TO CERTAIN INVESTORS
General
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. The distribution of this offering
memorandum and the offer or sale of the Notes may be restricted by law in certain jurisdictions.
Persons into whose possession this offering memorandum comes are required to inform themselves
about and to observe any such restrictions.
No action has been taken in any jurisdiction that would permit a public offering of the Notes. No
offer or sale of the Notes may be made in any jurisdiction except in compliance with the applicable
laws thereof. 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.
For a description of certain restrictions relating to the offer and sale of the Notes, see "Plan of
Distribution". The Issuer accepts no liability for any violation by any person, whether or not a
prospective purchaser of the Notes, of any such restrictions.
France
This Offering Circular has not been prepared and is not being distributed 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 French Autorité des
Marchés Financiers (the AMF) and therefore has not been approved by, registered or filed with the
AMF. Consequently, the Notes are not being, nor will they be, offered, directly or indirectly, to the
public in France and this Offering Circular has not been and will not be released, issued or distributed
or caused to be released, issued or distributed to the public in France or used in connection with any
offer for subscription or sale of the Notes to the public in France. The Notes may only be offered or
sold in the France pursuant to Article L.411-2-II of the French Code monétaire et financier to:
(i) authorized providers of 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); and/or (ii) qualified investors (investisseurs qualifiés) or a limited group of investors
(cercle restreint d'investisseurs) as defined in and in accordance with Articles L.411-2, D.411-1 and
D.411-4 of the French Code monétaire et financier. Qualified investors or a limited group of investors
may only participate in the Offering for their own account in accordance with the provisions of
Articles D.411-1, D.411-4, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier. No
direct or indirect distribution, transfer or sale of the Notes so acquired shall be made to the public in
France other than in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the
French Code monétaire et financier.
United Kingdom
This document is only being distributed to and is only directed at (a) persons who are outside the
United Kingdom, or (b) investment professionals falling within Article 19(5) of the Financial Services
iii

and Market Act 2000 (Financial Promotion) Order 2005, as amended (the Order) or (c) high net worth
entities falling within Article 49 of the Order, and (d) other persons to whom it may otherwise lawfully
be communicated (all such persons together being referred to as relevant persons). Any investment
or investment activity to which this document relates is available only to relevant persons in the United
Kingdom. Any person who is not a relevant person should not act or rely on this Offering Circular or
any of its contents. The Notes are not being offered to the public in the United Kingdom.
Luxembourg
This Offering Circular constitutes a prospectus for the purpose of part IV of the Luxembourg act of
10 July 2005 on prospectuses for securities, as amended (the Luxembourg Prospectus Act).
This Offering Circular has not been approved by, and will not be submitted for approval to, the
Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for
purposes of public offering or sale in Luxembourg (Luxembourg). Accordingly, the Notes may not be
offered or sold to the public in Luxembourg, directly or indirectly, and neither this Offering Circular nor
any other circular, prospectus, form of application, advertisement, communication or other material
may be distributed, or otherwise made available in or from, or published in Luxembourg, except for
the sole purpose of the listing on the Official List of the Luxembourg Stock Exchange and admission
to trading of the Notes on the Euro MTF Market and except in circumstances which do not constitute
an offer of securities to the public which benefits from an exemption to or constitutes a transaction not
subject to, the requirement to publish a prospectus in accordance with the Luxembourg Prospectus
Act as amended and the relevant circulars issued by the Luxembourg Financial Services Authority
(Commission de Surveillance du Secteur Financier).
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
General
The Issuer was incorporated on July 25, 2016. It does not have any business operations or
material assets or liabilities other than those incurred in connection with its incorporation and the
Transactions; as a result, there is no financial information regarding the Issuer presented in this
Offering Circular. We do not intend to report the Issuer's financial statements in the future.
This Offering Circular includes the English translation of the audited consolidated financial
statements of the Target and its subsidiaries as of and for the years ended June 30, 2014, 2015 and
2016. The audited consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European Union. The audited
consolidated financial statements were originally issued in French.
The audited consolidated financial statements of the Target and its subsidiaries as of and for the
years ended June 30, 2014, 2015 and 2016 have been audited by PricewaterhouseCoopers Audit and
Ernst & Young et Autres statutory auditors, as stated in their reports, English translations of which are
included elsewhere in this Offering Circular.
Attached as Appendix A to this Offering Circular is the English version of the interim consolidated
financial statements of Yvrai Distribution Équipement du Foyer and its consolidated subsidiaries as of
and for the five month periods ended May 31, 2016 and May 31, 2015. The interim consolidated
financial statements Yvrai Distribution Équipement du Foyer have been prepared in accordance with
IFRS as adopted by the European Union. The interim consolidated financial statements were originally
issued in English and have not been audited, but have been subject to a limited review by KPMG S.A.
and Cabinet Cottin, the statutory auditors of Yvrai Distribution Équipement du Foyer, as stated in their
report which is included in Appendix A to this Offering Circular.
Pro Forma Financial Information
We present in this Offering Circular certain financial information on an as adjusted basis to give
pro forma effect to the Transactions. See "Summary--Summary Historical Consolidated Financial
iv

Information and Other Financial and Operating Data", "The Transactions" and "Capitalization". The pro
forma financial data is based on historical financial information of the Target and its subsidiaries, as
adjusted to reflect certain effects of the Transactions on the net debt and cash interest expense as of
and for the year ended June 30, 2016 as if the Transactions had occurred (i) on June 30, 2016 for
purposes of the calculation of the net debt position of the Target and its subsidiaries and (ii) on July 1,
2015 for purposes of the calculation of interest expense. This information has been prepared for
illustrative purposes only and does not purport to project our results or financial position at any future
date. This information has not been prepared in accordance with the requirements of Regulation S-X
of the Securities Act, the EU Prospectus Directive or any generally accepted accounting standards.
Neither the assumptions underlying the pro forma adjustments nor the resulting as adjusted financial
information have been audited or reviewed in accordance with any generally accepted auditing
standards.
Estimated Combined Adjusted EBITDA
We also present in this Offering Circular Estimated Combined Adjusted EBITDA for the year
ended June 30, 2016 as an additional measure of our operating performance to provide an indicative
illustration of how the Yvrai Acquisition would have contributed to our results of operations had the
Yvrai Acquisition occurred on July 1, 2015. Estimated Combined Adjusted EBITDA has been prepared
for illustrative purposes only, is inherently subject to risks and uncertainties and does not represent
what our actual results would have been had the Yvrai Acquisition occurred on July 1, 2015, nor does
it purport to project our Adjusted EBITDA at any future date. The presentation of Estimated Combined
Adjusted EBITDA is based upon a number of significant assumptions and estimates, which we believe
are reasonable and have set out in "Summary--Summary Historical Consolidated Financial Information
and Other Financial and Operating Data". There can be no assurance, however, that we will
successfully integrate the operations associated with the Yvrai Acquisition, or that our estimates and
assumptions are or will prove accurate in all material respects. Estimated Combined Adjusted EBITDA
has not been prepared in accordance with the requirements of Regulation S-X of the Securities Act,
the EU Prospectus Directive or any generally accepted accounting standards.
Certain information used to calculate Estimated Combined Adjusted EBITDA has been derived
from the Yvrai Group's interim consolidated financial statements as of and for the five months ended
May 31, 2016 and May 31, 2015, which were consolidated in accordance with IFRS. In addition, the
EBITDA calculations for the Yvrai Group and the Target are for different periods. As such, the EBITDA
for the Yvrai Group and the Target are not comparable to one another. See "Presentation of Financial
and Other Information". For this purpose, the Yvrai Group Adjusted EBITDA has been adjusted for
annual administration and logistic fees paid under its former ownership prior to the Yvrai Acquisition
and which are no longer payable. These administration and logistic fees have therefore been added
back for the purposes of calculating Estimated Combined Adjusted EBITDA to reflect the impact of the
Yvrai Acquisition.
Other Non-IFRS Financial and Operating Information
Throughout this Offering Circular we include references to Adjusted EBITDA, Estimated
Combined Adjusted EBITDA, Like-for-like Sales and Free Cash Flow. These are not measures
specifically defined under IFRS or any other internationally accepted accounting principles, and you
should not consider such items as an alternative to the applicable IFRS measures. We believe that the
presentation of these measures enhances an investor's understanding of the financial performance of
our ongoing operations.
Our non-IFRS measures are defined by us as follows:
·
"EBITDA" represents operating profit before depreciation, amortization and impairment and
other operating income and expense (as reported in consolidated financial statements).
·
"Adjusted EBITDA" represents operating profit before depreciation, amortization and
impairment and other operating income and expense (as reported in consolidated financial
statements) before one-off items, service cost and management fees.
v

·
"Yvrai Group Adjusted EBITDA" represents operating profit before depreciation, amortization
and impairment and other operating income and expense (as reported in consolidated
financial statements) before administration fees paid to its previous shareholders and logistic
fees in connection with its distribution center.
·
"Estimated Combined Adjusted EBITDA" represents Adjusted EBITDA adjusted to illustrate
the impact of the Yvrai Acquisition on Adjusted EBITDA of Décomeubles Partners SAS and its
subsidiaries as if it had occurred at the beginning of the relevant period and giving effect to
certain expected cost savings for the Yvrai Group.
·
"Like-for-like Sales" represents the amount of sales generated by a constant number of
stores from one year to the next (which uses an assumption of 160 constant stores for the
year ended June 30, 2014 as compared to the year ended June 30, 2013, 173 constant
stores for the year ended June 30, 2015 as compared to the year ended June 30, 2014, 167
constant stores for the year ended June 30, 2016 as compared to the year ended June 30,
2015). Like-for-like Sales is not a measure defined by IFRS, and our methodology for
determining Like-for-like Sales may not be comparable to the methodology used by other
companies in determining their Like-for-like Sales. The amount of Like-for-like Sales is not
necessarily indicative of our future revenue or earnings.
·
"Free Cash Flow" represents net cash flows provided by operating activities less net cash
flows used in investing activities.
·
"Pro Forma Free Cash Flow" represents Adjusted EBITDA less maintenance capital
expenditures and central capital expenditures and changes in working capital.
Even though these measures are used by management to assess ongoing operating
performance and even though these measures are commonly used by investors, they have important
limitations as analytical tools and you should not consider them in isolation or as substitutes for
analysis of our results as reported under IFRS. For example, Adjusted EBITDA and Estimated
Combined Adjusted EBITDA:
·
exclude certain tax payments that may represent a reduction in cash available to us;
·
do not reflect any cash capital expenditure requirements for the assets being depreciated
and amortized that may have to be replaced in the future;
·
do not reflect changes in, or cash requirements for, our working capital needs;
·
do not reflect the significant financial expense, or the cash requirements necessary to service
interest payments, on our debts;
·
do not reflect the impact of earnings or changes resulting from certain matters we consider
not to be indicative of our ongoing operations; and
·
other companies may calculate these measures differently than we do, limiting their
usefulness as comparative measures.
Because of these limitations, investors should not place any undue reliance on these non-IFRS
measures and financial indicators and should not consider these as: (a) an alternative to operating
income or net income as determined in accordance with IFRS, or as a measure of operating
performance; (b) an alternative to cash flows from operating, investing or financing activities, as
determined in accordance with IFRS, or as a measure of our ability to meet cash needs; or (c) an
alternative to any other measure of performance under IFRS. You should compensate for these
limitations by relying primarily on our IFRS results and using these non-IFRS measures only
supplementally to evaluate our performance. For further information regarding the calculation of
Adjusted EBITDA, Estimated Combined Adjusted EBITDA and Free Cash Flow or for a reconciliation
to the related IFRS measure of each of these measures, see the "Summary--Summary Historical
Consolidated Financial Information and Other Financial and Operating Data".
The financial information and financial statements included in this Offering Circular are presented
in euro.
The financial information and financial statements included in this Offering Circular are not
intended to comply with the applicable accounting requirements of the U.S. Securities Act and the
vi

related rules and regulations of the Securities Exchange Commission (the SEC) which would apply if
the Notes or the Guarantees were registered with the SEC.
Certain numerical figures included in this Offering Circular have been rounded. Discrepancies in
tables between totals and the sums of the amounts listed may occur due to such rounding.
MARKET AND INDUSTRY DATA
We obtained market data and certain industry data and forecasts included in this Offering Circular
from internal company surveys, market research, consultant surveys, publicly available information,
reports of governmental agencies and industry publications and surveys. Primary sources for
third-party industry data and forecasts included the National Institute of Statistics and Economic
Studies of France (INSEE), l'Institut de Promotion et d'Etudes de l'Ameublement (IPEA), the
International Monetary Fund (IMF), the LSA, a French retail and marketing magazine (LSA), Côte
Clients, the Organization for Economic Co-operation and Development (the OECD), Observatoire
Cetelem and l'Association Française des Sociétés Financières (ASF France) and other reports
including a commissioned industry report. The statements in this Offering Circular relating to market
data and certain industry data and forecasts are each according to such sources, including the
commissioned industry report, or our own internal surveys and estimates. Industry surveys,
publications, consultant surveys and forecasts generally state that the information contained therein
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 any of the data from
third-party sources, nor have we ascertained the underlying economic assumptions relied upon
therein. Similarly, internal surveys, industry forecasts and market research, which we believe to be
reliable based upon our management's knowledge of the industry, have not been independently
verified. Market data and statistics are inherently predictive and subject to uncertainty and not
necessarily reflective of actual market conditions. Such statistics are based on market research, which
itself is based on sampling and subjective judgments by both the researchers and the respondents,
including judgments about what types of products and transactions should be included in the relevant
market. We do, however, accept responsibility for the correct reproduction of this information.
Statements as to our market position are based on recently available data. While we are not aware of
any misstatements regarding our industry data presented herein, our estimates involve risks and
uncertainties and are subject to change based on various factors, including those discussed under
the heading "Risk Factors" appearing elsewhere in this Offering Circular.
TRADEMARKS AND TRADE NAMES
We own or have rights to certain trademarks or trade names that we use in conjunction with the
operation of our businesses. Each trademark, trade name or service mark of any other company
appearing in this Offering Circular belongs to its holder.
TAX CONSIDERATIONS
Prospective investors in 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 in the Offering. See "Certain Tax Considerations".
FORWARD-LOOKING STATEMENTS
This Offering Circular includes forward-looking statements. When used in this document, the
words "anticipate", "believe", "estimate", "forecast", "expect", "intend", "plan" and "project" and
similar expressions, as they relate to us, our management or third parties, identify forward-looking
statements. Forward-looking statements include statements regarding our business strategy, financial
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condition, results of operations and market data, as well as any other statements that are not historical
facts. These statements reflect beliefs of our management, as well as assumptions made by our
management and information currently available to us. Although we believe that these beliefs and
assumptions are reasonable, these statements are subject to numerous factors, risks and
uncertainties that could cause actual outcomes and results to be materially different from those
projected. These factors, risks and uncertainties expressly qualify all subsequent oral and written
forward-looking statements attributable to us or persons acting on our behalf and include, in addition
to those listed under "Risk Factors" and elsewhere in this Offering Circular, the following:
·
the impact on our sales, profits and cash flow resulting from general economic conditions,
consumer confidence and spending patterns;
·
market demand and industry conditions;
·
our ability to control our franchisees;
·
our ability to accurately anticipate and manage consumer demand and inventory;
·
our ability to successfully introduce new products;
·
our ability to secure adequate and timely supply of merchandise from suppliers;
·
our ability to maintain good relationships with our suppliers;
·
the cost of providing consumer financing solutions and their availability to our customers;
·
impact of changes in credit and debt and provider requirements;
·
fluctuations in our quarterly results and our ability to generate higher sales during peak
promotional periods;
·
the highly competitive nature of the industry in which we operate;
·
our ability to retain customers;
·
our store expansion strategy may not be successful;
·
difficulties regarding the integration of stores acquired from our franchisees, such as the
Yvrai Acquisition;
·
our ability to grow our e-commerce platform;
·
our ability to protect our reputation and value associated with our name and brand;
·
our ability to avoid operational problems and product defects and, if such issues were to
arise, to rectify them quickly;
·
our ability to renew or replace our store leases or enter into leases for new stores on
favorable terms and the availability of suitable lease space for our stores;
·
a disruption in our information technology systems;
·
the theft or misappropriation of funds, products or consumer data;
·
our ability to successfully retain and hire key management;
·
our ability to reduce our cost base in case of downturn;
·
the potential reassessment by tax authorities which could result in future tax liabilities;
·
the fact that our principal shareholders, the Sponsors, may have interests that conflict with
ours;
·
our ability to take advantage of purchasing and other synergies resulting from our anticipated
purchasing arrangements with XXXLutz Group, a group related to WM Holding GmbH, one of
our Sponsors;
·
our ability to generate sufficient cash, raise sufficient capital or refinance our debt at or before
maturity to meet both our debt service and capital investment requirements;
·
our exposure to currency fluctuations;
·
our substantial leverage and ability to meet significant debt service obligations; and
viii

·
the other factors discussed in more detail under "Risk Factors".
The foregoing factors and others described under "Risk Factors" should not be construed as
exhaustive. We do not assume any obligation to update any forward-looking statements and disclaim
any obligation to update our view of any risks or uncertainties described herein or to publicly
announce the result of any revisions to the forward-looking statements made in this Offering Circular,
except as required by law.
In addition, this Offering Circular contains information concerning our industry and our market
and business segments generally, which is forward-looking in nature and is based on a variety of
assumptions regarding the ways in which our industry, our market and business segments will
develop. We have based these assumptions on information currently available to us, including
through the market research and industry reports referred to in this Offering Circular. Although we
believe that this information is reliable, we have not independently verified and cannot guarantee its
accuracy or completeness. If any one or more of these assumptions turn out to be incorrect, actual
market results may differ from those predicted. While we do not know what impact any such
differences may have on our business, if there are such differences, they could have a material
adverse effect on our future results of operations and financial condition, and the trading price of the
Notes.
ix