Obligation Loxam Groupe 3.5% ( XS1591779399 ) en EUR

Loxam Groupe

100 % ▲

France

XS1591779399 ( en EUR )

3.5% par an ( paiement annuel )

14/04/2022 - Obligation échue

Prospectus brochure de l'obligation Loxam XS1591779399 en EUR 3.5%, échue

100 000 EUR

300 000 000 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 XS1591779399, paye un coupon de 3.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/04/2022

1,296.6

OFFERING MEMORANDUM

NOT FOR GENERAL CIRCULATION

IN THE UNITED STATES

300,000,000 3.500% Senior Secured Notes due 2022
300,000,000 4.250% Senior Secured Notes due 2024
250,000,000 6.000% Senior Subordinated Notes due 2025
We ("Loxam," the "Issuer" or the "Company") are a limited liability company (société par actions simplifiée) formed under French law. We are offering (i)
300,000,000 principal amount of our 3.500% senior secured notes due 2022 (the "2022 Senior Secured Notes") (ii) 300,000,000 principal amount of our 4.250% senior secured
notes due 2024 (the "2024 Senior Secured Notes" and together with the 2022 Senior Secured Notes, the "Senior Secured Notes") and (iii) 250,000,000 principal amount of our
6.000% senior subordinated notes due 2025 (the "Senior Subordinated Notes" and, together with the Senior Secured Notes, the "Notes").
The 2022 Senior Secured Notes will mature on April 15, 2022. We will pay interest on the 2022 Senior Secured Notes semi-annually on each January 15 and July
15, commencing July 15, 2017, at a rate of 3.500% per annum. The 2022 Senior Secured Notes will not initially be guaranteed and will be secured by security interests with 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 and by a first priority security interest over our Lavendon shares. We may redeem all or part of the 2022 Senior Secured Notes at any time on or after April 15, 2019 at the
redemption prices described in this offering memorandum. At any time prior to April 15, 2019 we may redeem all or part of the 2022 Senior Secured 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 April 15, 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 2022 Senior Secured Notes at a redemption price of 103% of
the principal amount of the 2022 Senior Secured Notes redeemed. In addition, at any time prior to April 15, 2019 we may also redeem up to 45% of the 2022 Senior Secured Notes
with the net proceeds from certain equity offerings. Upon certain events constituting a change of control and a specified rating decline (in each case as defined in the offering
memorandum), we may be required to make an offer to purchase the 2022 Senior Secured Notes at a price equal to 101% of the principal amount thereof. In the event of certain
developments affecting taxation, we may redeem all, but not less than all, of the 2022 Senior Secured Notes.
The 2024 Senior Secured Notes will mature on April 15, 2024. We will pay interest on the 2024 Senior Secured Notes semi-annually on each January 15 and July
15, commencing July 15, 2017, at a rate of 4.250% per annum. The 2024 Senior Secured Notes will not initially be guaranteed and will be secured by security interests with 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 and by a first priority security interest over our Lavendon shares. We may redeem all or part of the 2024 Senior Secured Notes at any time on or after April 15, 2020 at the
redemption prices described in this offering memorandum. At any time prior to April 15, 2020 we may redeem all or part of the 2024 Senior Secured 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 April 15, 2020, 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 2024 Senior Secured Notes at a redemption price of 103% of
the principal amount of the 2024 Senior Secured Notes redeemed. In addition, at any time prior to April 15, 2020 we may also redeem up to 45% of the 2024 Senior Secured Notes
with the net proceeds from certain equity offerings. Upon certain events constituting a change of control and a specified rating decline (in each case as defined in the offering
memorandum), we may be required to make an offer to purchase the 2024 Senior Secured Notes at a price equal to 101% of the principal amount thereof. In the event of certain
developments affecting taxation, we may redeem all, but not less than all, of the 2024 Senior Secured Notes.
The Senior Subordinated Notes will mature on April 15, 2025. We will pay interest on the Senior Subordinated Notes semi-annually on each April 15 and October
15, commencing October 15, 2017, at a rate of 6.000% per annum. The Senior Subordinated Notes will initially not be guaranteed and will be expressly subordinated in right of
payment to indebtedness incurred under our Revolving Credit Facility (as defined herein), the 2014 Senior Secured Notes (as defined herein), the 2016 Senior Secured Notes (as
defined herein), the Senior Secured Notes and other future senior debt. We may redeem all or part of the Senior Subordinated Notes at any time on or after April 15, 2020 at the
redemption prices described in this offering memorandum. At any time prior to April 15, 2020 we may redeem all or part of the Senior Subordinated Notes at a redemption price
equal to 100% of their principal amount plus the applicable premium described in this offering memorandum. In addition, at any time prior to April 15, 2020 we may also redeem
up to 45% of the Senior Subordinated Notes with the net proceeds from certain equity offerings. Upon certain events constituting a change of control and a specified rating decline
(in each case as defined in the offering memorandum), we may be required to make an offer to purchase the Senior Subordinated Notes at a price equal to 101% of the principal
amount thereof. In the event of certain developments affecting taxation, we may redeem all, but not less than all, of the Senior Subordinated Notes.
This offering memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on Prospectuses for Securities, as amended.
Application has been 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 27.
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any other jurisdiction, and may
not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act. In the United States, the offering is being made only to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in compliance with
Rule 144A under the Securities Act. You are hereby notified that the initial purchasers of the Notes may be relying on the exemption from the provisions of Section 5 of
the Securities Act provided by Rule 144A thereunder. Outside the United States, the offering is being made in reliance on Regulation S under the Securities Act. See
"Notice to Investors" and "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions.

Price for the 2022 Senior Secured Notes: 100%
Price for the 2024 Senior Secured Notes: 100%
Price for the Senior Subordinated Notes: 100%
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"), has been made on or about April 4, 2017.
Joint Bookrunners
Deutsche
Crédit Agricole
Société
Bank
Natixis
CIB
Générale

The date of this offering memorandum is March 29, 2017.

TABLE OF CONTENTS
NOTICE TO INVESTORS .................................................................................................................................................................. i
STABILIZATION ............................................................................................................................................................................. iii
AVAILABLE INFORMATION ......................................................................................................................................................... v
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .............................................................................................. v
FORWARD-LOOKING STATEMENTS ........................................................................................................................................ xii
EXCHANGE RATE INFORMATION ........................................................................................................................................... xiii
SUMMARY ........................................................................................................................................................................................ 1
THE OFFERING .............................................................................................................................................................................. 12
SUMMARY CONSOLIDATED FINANCIAL INFORMATION ................................................................................................... 17
RISK FACTORS .............................................................................................................................................................................. 27
USE OF PROCEEDS ....................................................................................................................................................................... 56
CAPITALIZATION ......................................................................................................................................................................... 57
THE ACQUISITIONS ...................................................................................................................................................................... 59
THE LAVENDON GROUP ............................................................................................................................................................. 63
SELECTED CONSOLIDATED FINANCIAL INFORMATION FOR LOXAM ........................................................................... 67
SELECTED CONSOLIDATED FINANCIAL INFORMATION FOR LAVENDON .................................................................... 69
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION ............................................... 71
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR
LOXAM ............................................................................................................................................................................................ 77
INDUSTRY ...................................................................................................................................................................................... 96
BUSINESS ..................................................................................................................................................................................... 105
MANAGEMENT ............................................................................................................................................................................ 120
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ............................................................................................... 123
DESCRIPTION OF CERTAIN INDEBTEDNESS ........................................................................................................................ 124
DESCRIPTION OF THE 2022 SENIOR SECURED NOTES ....................................................................................................... 145
DESCRIPTION OF THE 2024 SENIOR SECURED NOTES ....................................................................................................... 202
DESCRIPTION OF THE SENIOR SUBORDINATED NOTES ................................................................................................... 259
BOOK-ENTRY, DELIVERY AND FORM ................................................................................................................................... 312
TAXATION .................................................................................................................................................................................... 316
PLAN OF DISTRIBUTION ........................................................................................................................................................... 320
TRANSFER RESTRICTIONS ....................................................................................................................................................... 323
LEGAL MATTERS ........................................................................................................................................................................ 326
STATUTORY AUDITORS ............................................................................................................................................................ 326
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES .......................................................................................... 326
GENERAL INFORMATION ......................................................................................................................................................... 328
INDEX TO THE FINANCIAL STATEMENTS ............................................................................................................................. F-1
LOXAM IFRS FINANCIAL STATEMENTS ................................................................................................................................ F-2
LAVENDON GROUP IFRS FINANCIAL STATEMENTS ........................................................................................................ F-83

This offering memorandum may only be used where it is legal to sell these Notes 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 purchasers are not responsible for your compliance with any of
the foregoing legal requirements. See "Plan of Distribution."
None of us, the initial purchasers or any of our or the initial purchasers' respective representatives are making an offer
to sell the Notes in any jurisdiction except where 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 purchasers 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 purchasers with respect to the Company or the Notes as to the past or the future.
By purchasing the Notes, you will be deemed to have acknowledged that you have reviewed this 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 purchasers 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 have been 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 purchasers also reserve the
right to reject any offer to purchase the Notes in whole or in part for any reason or no reason and to allot to any prospective
purchaser less than the full amount of the Notes sought by it. The initial purchasers and certain of their 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 purchasers of the Notes may be relying on an exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. Outside the United States, the offering is being made in
offshore transactions (as defined in Regulation S).
Neither the U.S. Securities and Exchange Commission (the ``SEC''), any state securities commission nor any non-U.S.
securities authority has approved or disapproved of these securities or determined that this 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 "Member State"), each initial purchaser has represented and agreed that 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 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 purchasers
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 any initial
purchasers 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 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 Directive 2010/73/EU), and includes any relevant implementing measure in
the relevant individual Member States.
Notice to certain European investors
France
Each 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)
(the "AMF"). Consequently, the Notes have not been offered or sold and will not be offered or sold, directly or indirectly, to the
iii

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) investment services providers authorized to engage in 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)
neither this offering memorandum nor any other offering material relating to the Notes has been or will 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
Each initial purchaser has represented and agreed that:
(a)
it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by it in connection with
the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the
Issuer; and
(b)
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to the Notes in, from or otherwise involving the United Kingdom.
Notice to investors in other jurisdictions
The distribution of this 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 purchasers to inform themselves about, and to observe, any such restrictions.

iv

AVAILABLE INFORMATION
Each purchaser of Notes from the initial purchasers will be furnished with a copy of this offering memorandum and, to
the extent provided to the initial purchasers 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, references to "$," "U.S.$" and "U.S. dollars" are to the United
States dollar, the official currency of the United States, and references to "pounds sterling" or "£" are to the British pound sterling,
the official currency of the United Kingdom.
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 7.375% Senior Subordinated
Notes due 2020 issued on January 24, 2013 and redeemed in May 2016;

·
"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 Subordinated Indenture" are to the indenture governing the 2014 Senior Subordinated 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 Notes" are to the 250 million principal amount of 7.000% senior subordinated notes
due 2022 issued on July 23, 2014;

·
"2016 Indenture" are to the indenture governing the 2016 Senior Secured Notes;

·
"2016 Senior Secured Notes" are to the 250 million principal amount of 3.500% senior secured notes due 2023
issued on May 3, 2016;

·
"2022 Senior Secured Indenture" are to the indenture governing the 2022 Senior Secured Notes offered hereby;

·
"2024 Senior Secured Indenture" are to the indenture governing the 2024 Senior Secured Notes offered hereby;

·
"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;

v

·
"Bridge Facility Agreement" are to the bridge facility agreement entered into on February 10, 2017 among
Loxam S.A.S., as borrower, Deutsche Bank AG, London Branch, Crédit Agricole Corporate and Investment
Bank, Natixis and Société Générale Corporate & Investment Banking, as arrangers, Deutsche Bank AG, London
Branch, as agent and Wilmington Trust (London) Limited as security agent, relating to a senior secured facility of
up to an aggregate amount of 795 million comprised of a revolving bridge facility in an aggregate amount of up
to 80 million and a term bridge facility in an aggregate amount of up to 795 million in connection with the
Lavendon Acquisition;

·
"EBITDA" are to profit from ordinary operations plus depreciation and amortization of fixed assets;

·
"Existing Indentures" are to the 2014 Indentures and the 2016 Indenture;

·
"Free cash flow" are to EBITDA less net capital expenditures, finance income and expense, income taxes
(expenses payable), 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 the Senior Secured Notes" and "Description
of the Senior Subordinated Notes";

·
"Gross book value" are to the total acquisition cost of the fleet equipment;

·
"Gross debt" or "total debt" are to loans and debt owed to credit institutions, bonds, lease liabilities, bank
overdrafts and other financial debt, plus accrued interest on debt, less capitalized debt issuance costs;

·
"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;

·
"Hune Group" are to Hune Rental S.L., a Spanish company, and its subsidiaries Hune Locations SAS (France),
Hune Aluguer Lda (Portugal) and its minority shareholding interests in Hune Specialized International Company
(Saudi Arabia) and Gruas y Equipos Hune SAS (Colombia);

·
"Hune Group Acquisition" are to our acquisition of Hune Group, completed on February 6, 2017 through our
purchase of 100% of the share capital and voting rights of Hune Group;

·
"IFRS" are to the International Financial Reporting Standards as adopted by the European Union;

·
"Indenture" or "Indentures" are to the 2022 Senior Secured Indenture, the 2024 Senior Secured Indenture and/or
the Senior Subordinated Indenture, as the context requires;

·
"Intercreditor Agreement" are to the intercreditor agreement which was dated July 23, 2014, and amended and
restated on December 29, 2016, entered into among, the Issuer, Wilmington Trust, National Association, as
Trustee, Wilmington Trust (London) Limited as security agent for the 2014 Senior Secured Notes, Natixis S.A. as
senior agent and security agent for the lenders and the financial institutions listed therein as the lenders under the
Revolving Credit Facility, and acceded to by Wilmington Trust, National Association, as trustee for the 2016
Senior Secured Notes, on or about May 3, 2016, as further amended, restated or otherwise modified or varied
from time to time and to which the Trustee will accede on or about the Issue Date;

·
"Issue Date" are to April 4, 2017;

·
"Lavendon" are to Lavendon Group plc;

·
"Lavendon Acquisition" are to our acquisition of Lavendon Group plc through a recommended all-cash offer to
purchase the entire issued and to be issued share capital of Lavendon followed by a compulsory acquisition
pursuant to sections 974 to 991 of the Companies Act 2006;

·
"Lavendon Revolving Credit Facility" are to the multicurrency revolving credit facility dated August 29, 2014,
entered into, among others, Lavendon, HSBC Bank plc and HSBC Corporate Trustee Company (UK) Limited in
relation to an initial 60 million and £50 million credit agreement, as amended and restated from time to time;

·
"Lavendon US Private Placements" are to the Lavendon's 60 million 4.89% series A senior secured notes due
July 1, 2019, 17.5 million 2.54% series B senior secured notes due August 31, 2021 and 17.5 million 2.92%
series C senior secured notes due August 29, 2024;

vi

·
"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 of 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 75 million senior revolving credit facility dated February 28, 2017 by,
among others, the Company, Deutsche Bank AG, London Branch, Crédit Agricole Corporate and Investment
Bank, Natixis and Société Générale Corporate and Investment Banking;

·
"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 as described in
"Description of Certain Indebtedness--Revolving Credit Facility--Security";

·
"Offer" are to our offer to acquire the entire issued and to be issued share capital of Lavendon by way of a
takeover offer within the meaning of Part 28 of the Companies Act of 2006 for £2.70 per share in cash or total
consideration of £465.5 million (approximately 536.4 million based on the exchange rate as of March 20, 2017),
announced on January 18, 2017;

·
"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 Senior Secured Indenture, the
2016 Indenture and the Senior Secured Indentures;

·
"Senior Secured Collateral" are to our "Loxam" trademark and 100% of the share capital of two of our
subsidiaries, Loxam Module and Loxam Power;
· "Senior Secured Indentures" are to the 2022 Senior Secured Indenture and the 2024 Senior Secured Indenture;
· "Senior Subordinated Indenture" are to the indenture governing the Senior Subordinated Notes offered hereby;
· "Senior Secured Security" are to the Senior Secured Collateral and, upon issue of the Senior Secured Notes and
until their redemption in full, the shares that we hold in Lavendon;
·
"Squeeze-Out" are to our compulsory acquisition pursuant to sections 974 to 991 of the Companies Act 2006, on
the same terms as the Offer, of the remaining Lavendon shares that were not voluntarily tendered in the Offer;

·
"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, 2015 and 2016, 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
vii

(a member of Deloitte Touche Tohmatsu Limited) (together, our "Auditors"). A free English language translation of their audit
reports thereon is included elsewhere in this offering memorandum.
Lavendon Financial Information
Audited financial statements for Lavendon as of and for the year ended December 31, 2016 which are included in this
offering memorandum were prepared in accordance with IFRS. Lavendon's audited financial statements have been audited by
their statutory auditors, PricewaterhouseCoopers LLP for the year ended December 31, 2015 and Deloitte LLP for the year ended
December 31, 2016. The audit report of Deloitte LLP with respect to the financial statements for the year ended December 31,
2016 is included elsewhere in this offering memorandum.
The discussion of Lavendon's results of operations refers to indicators relating to its "underlying business," which
exclude charges for amortization of intellectual property and intangibles recognized on acquisitions, and certain exceptional items.
Lavendon defines exceptional items to be those that, by virtue of their nature, size or frequency, warrant separate disclosure in the
financial statements in order to better understand its underlying performance. Such exceptional items include, but are not limited
to, costs of reorganization and restructuring, impairment of non-current assets, significant one-off financing costs and significant
one-off claims. The measures described below do not comply with IFRS, see " Non-IFRS Financial Measures." Lavendon
presents these non-IFRS measures because it believes that they and similar measures are widely used by certain investors as
supplemental measures of performance and liquidity. Lavendon's underlying results, for example, facilitate comparison with prior
periods and the understanding of its financial performance These non-IFRS measures may not be comparable to other similarly
titled measures of other companies and may have limitations as analytical tools. They also reflect an important aspect of the way
in which operating targets are defined and performance is monitored by Lavendon management.
Lavendon also provides certain information on the basis of "constant exchange rates." This means that percentage
changes are calculated by comparing (i) figures for the specified year, using foreign currency revenues and expenses converted to
pounds sterling on the basis of the exchange rate for the prior year (using the average rate for income statement items and the
closing rate for balance sheet items), with (ii) the actual prior year figures. For purposes of these presentations, the following 2015
exchange rates were used for 2016 figures provided at "constant exchange rates:"

Year 2015 (against the Average rate Closing rate
pound sterling)
Euro
1.3768
1.3570
U.S. dollar*
1.5284
1.4802
UAE Dirham
5.6127
5.4355
Saudi Riyal
5.7306
5.5540
Qatari Riyal
5.5598
5.3856
Bahraini Dinar
0.5725
0.5544
Omani Riyal
0.5866
0.5679

* The pound sterling/U.S.dollar exchange rate is used by Lavendon in the presentation of its financial information as a
proxy for various Middle East currencies that are pegged to the U.S. dollar, to facilitate the presentation and comparability of
financial information relating to its operations in the Middle East. In practice, Lavendon accounts for its operations in the
applicable local currencies and converts its results to pounds sterling using the applicable foreign exchange rates.
Unless otherwise indicated, amounts expressed both in pounds sterling and in euros were converted at a period-end
fixed exchange rate of 0.85618 per pound sterling at December 31, 2016 and 0.85305 per pound sterling at February 28, 2017,
and at an average exchange rate of 0.85713 per pound sterling for results of operations for the two months ended at February 28,
2017.
References in the discussion of Lavendon's financial position and results of operations under "The Lavendon Group"
to:
"Underlying EBITDA" are to Lavendon's earnings before interest, taxation, depreciation and amortization but
excluding exceptional items, meaning exceptional operating expenses that Lavendon does not consider representative of its
underlying operations; EBITDA should not be considered an alternative to net profit as an indicator of Lavendon's operating
performance or any other measures of performance derived in accordance with IFRS. A reconciliation from profit to Underlying
EBITDA is presented below:
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