Obligation Swissport Global Ltd 9.75% ( XS1644605179 ) en EUR

Swissport Global Ltd

100 % ⇌

Suisse

XS1644605179 ( en EUR )

9.75% par an ( paiement annuel )

15/12/2022 - Obligation échue

Prospectus brochure de l'obligation Swissport International Ltd XS1644605179 en EUR 9.75%, échue

100 000 EUR

264 644 000 EUR

Swissport International Ltd. est un fournisseur mondial de services de manutention au sol pour les compagnies aériennes, opérant dans plus de 300 aéroports dans le monde, offrant des services tels que l'assistance passagers, la manutention des bagages, la gestion des cargaisons et la maintenance des aéronefs.

L'Obligation émise par Swissport Global Ltd ( Suisse ) , en EUR, avec le code ISIN XS1644605179, paye un coupon de 9.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/12/2022

LISTING PARTICULARS
SWISSPORT FINANCING S.À R.L.
363,522,000 6.750% Senior Secured Notes due 2021
264,644,000 9.750% Senior Notes due 2022
These listing particulars (the "Listing Particulars") relate to the issuance of 363,522,000 in principal
amount of 6.750% Senior Secured Notes due 2021 (the "New Senior Secured Notes") and 264,644,000 in
principal amount of 9.750% Senior Notes due 2022 (the "New Senior Notes," and together with the New
Secured Notes, the "New Notes"), each issued by Swissport Financing S.a` r.l. (the "New Issuer"). The New
Notes will be issued in connection with an exchange (the "Exchange Offer") by Swissport Investments S.A.
("Swissport Investments" or the "Existing Issuer") of its (A) 6.750% Senior Secured Notes due 2021 with an
original aggregate principal amount of 400,000,000 (the "Existing Senior Secured Notes") for New Senior
Secured Notes, and (B) 9.750% Senior Notes due 2022 with an original aggregate principal amount of
290,000,000 (the "Existing Senior Notes," and together with the Existing Senior Secured Notes, the "Existing
Notes") for New Senior Notes. The New Notes will be issued in minimum denominations of 100,000 and
integral multiples of 1,000 in excess thereof.
An investment in the New Notes involves a high degree of risk. See "Risk Factors"
beginning on page 28 of these Listing Particulars.
The New Issuer has applied for the New Notes to be listed on the Official List of the Luxembourg Stock
Exchange and admitted to trading on the Euro MTF Market.
The New Issuer has not registered the New Notes or the guarantees of the New Notes described herein (the
"New Guarantees," and together with the New Notes, the "New Securities") under the U.S. Securities Act of
1933, as amended (the "U.S Securities Act"), or the securities laws of any other jurisdiction. The New Securities
may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Exchange Offer has
been made only to, and the New Securities are being offered and will be issued only to, eligible holders of
Existing Notes ("Eligible Holders") (i) in the United States, "qualified institutional buyers" ("QIBs") in private
transactions in reliance upon the exemption from the registration requirements of the U.S. Securities Act
provided by Section 4(a)(2) thereof or (ii) outside the United States, persons other than "U.S. persons," as that
term is defined in Rule 902 of Regulation S under the U.S. Securities Act, in offshore transactions in reliance
upon Regulation S. The Exchange Offer shall not give rise to or require a prospectus in a Member State of the
European Economic Area ("EEA") which has implemented Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU, and any relevant implementing measure in a relevant member state, the
"Prospectus Directive").
None of the Exchange Offer, the New Notes or the New Guarantees has been recommended or approved by
the U.S. Securities and Exchange Commission (the "SEC") or any other federal or state securities commission or
regulatory authority, nor has any commission or regulatory authority passed upon the accuracy or adequacy of
these Listing Particulars. Any representation to the contrary is a criminal offense.
Joint Global Coordinators, Joint Bookrunners and Dealer Managers
Barclays
J.P. Morgan
The date of these Listing Particulars is August 11, 2017.

CONTENTS
Page
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Summary of the New Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Summary Consolidated Historical Financial, Operational and Pro Forma Data . . . . . . . . . . . . . . . . . . . . . . .
20
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
Selected Historical Consolidated and Pro Forma Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
Unaudited Pro Forma Condensed Combined Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . .
70
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
138
Certain Relationships and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
Description of Certain Financing Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
140
Description of the New Senior Secured Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
152
Description of the New Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
213
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
270
Certain Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
275
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
280
The Dealer Managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
282
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
283
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
286
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
287
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
288
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
289
Enforcement of Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
296
Limitations on Validity and Enforceability of the New Guarantees, the New Senior Secured Notes Security
and certain Insolvency Law Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
309
Index to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i

IMPORTANT INFORMATION
You should rely only on the information contained in these Listing Particulars. None of the Existing
Issuer, the Existing Notes Trustee, the Trustee, the New Issuer, the New Guarantors (as defined below), or
Barclays Bank PLC or J.P. Morgan Securities plc (collectively, the "Dealer Managers") have authorized
anyone to provide prospective investors with any information or represent anything about the Existing
Issuer, the New Issuer, the New Guarantors, the Dealer Managers or the Exchange Offer that is not
contained in these Listing Particulars, and you should not rely on any such information. None of the
Existing Issuer, the New Issuer, the New Guarantors or the Dealer Managers are making an offer of the
New Notes in any jurisdiction where such an offer would not be permitted. The information in these
Listing Particulars is current only as of the date on the cover, and our business or financial condition and
other information in these Listing Particulars may change after that date.
The New Securities have not been and will not be registered under the U.S. Securities Act, and the
Exchange Offer has been made only (i) to QIBs, in private transactions in reliance upon the exemption from the
registration requirements of the U.S. Securities Act provided by Section 4(a)(2) thereof, or (ii) to persons other
than "U.S. persons," as that term is defined in Rule 902 of Regulation S under the U.S. Securities Act, in
offshore transactions in reliance upon Regulation S. The Exchange Offer shall not give rise to or require a
prospectus in an EEA Member State which has implemented the Prospectus Directive. Holders or beneficial
owners of Existing Notes who have certified that they are eligible to participate in the Exchange Offer
pursuant to the foregoing conditions are referred to as "Eligible Holders." The New Notes 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 other applicable securities laws, pursuant to registration or exemption
therefrom. Investors should be aware that they may be required to bear the financial risks of this
investment for an indefinite period of time. See "Notice to Investors."
These Listing Particulars have been prepared by the Existing Issuer, the New Issuer and the New Guarantors
solely for application for listing on the Official List of the Luxembourg Stock Exchange and admission to trading
on the Euro MTF Market. These Listing Particulars do not constitute an offer to the public generally to subscribe
for or otherwise acquire the New Notes.
In addition, none of the Existing Issuer, the Existing Notes Trustee, the Trustee, the New Issuer, the New
Guarantors, the Dealer Managers, nor any of its or their respective representatives is making any representation
to you regarding the legality of an investment in the New Notes, and you should not construe anything in these
Listing Particulars as legal, business or tax advice. You should consult your own legal, tax and business advisors
regarding an investment in the New Notes. You are responsible for making your own examination of the New
Issuer and your own assessment of the merits and risks of investing in the New Notes. You must comply with all
laws applicable in any jurisdiction (and obtain all applicable consents and approvals) in which you buy, offer or
sell the New Notes or possess or distribute these Listing Particulars. None of the Existing Issuer, the Existing
Notes Trustee, the Trustee, the New Issuer, the New Guarantors or the Dealer Managers shall have any
responsibility for any of the foregoing legal requirements.
The information contained in these Listing Particulars has been furnished by the Existing Issuer and the
New Issuer and other sources they believe to be reliable. These Listing Particulars contain 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 Existing Issuer, the New Issuer or the Dealer Managers if you require additional information
to verify the information contained in these Listing Particulars. All summaries are qualified in their entirety by
this reference.
By receiving these Listing Particulars, you acknowledge that you have not relied on the Dealer Managers,
the Existing Notes Trustee or the Trustee in connection with your investigation of the accuracy of this
information or your decision as to whether or not to invest in the New Notes.
The information set out in those sections of these Listing Particulars describing clearing and settlement is
subject to any change or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream,
Luxembourg currently in effect. Investors wishing to use this clearing system are advised to confirm the
continued applicability of its rules, regulations and procedures. While each of the Existing Issuer and the New
Issuer accepts responsibility for accurately summarizing the information concerning Euroclear and Clearstream,
Luxembourg, it will not have any responsibility or liability for any aspect of the records relating to, or payments
ii

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 these Listing Particulars to give any
information or to make any representation not contained in these Listing Particulars and, if given or made, any
other information or representation must not be relied upon as having been authorized by the New Issuer, the
Existing Issuer, the Existing Notes Trustee, the Trustee, the New Guarantors or the Dealer Managers. The
information contained in these Listing Particulars is accurate as of the date hereof. Neither the delivery of these
Listing Particulars at any time nor any commitment to tender Existing Notes in the Exchange Offer shall, under
any circumstances, create any implication that there has been no change in the information set forth in these
Listing Particulars or in the New Issuer's business since the date of these Listing Particulars.
The Existing Issuer and the New Issuer each accept responsibility for the information contained in these
Listing Particulars. Each of the Existing Issuer and the New Issuer has made all reasonable inquiries and
confirmed to the best of its knowledge, information and belief that the information contained in these Listing
Particulars is true and accurate in all material respects, that the opinions and intentions expressed in these Listing
Particulars are honestly held, and neither the Existing Issuer nor the New Issuer is aware of any facts the
omission of which would make these Listing Particulars or any statement contained herein misleading in any
material respect.
The information contained under the heading "Exchange Rate Information" includes extracts from
information and data publicly released by official and other sources. While each of the New Issuer and the
Existing Issuer accepts responsibility for accurately summarizing the information concerning exchange rate
information, it accepts no further responsibility in respect of such information.
The Dealer Managers, the Existing Notes Trustee and the Trustee make no representation or warranty,
express or implied, as to, and assume no responsibility for, the accuracy or completeness of the information
contained in these Listing Particulars. Nothing contained in these Listing Particulars is, or shall be relied upon as,
a promise or representation by the Dealer Managers, the Existing Notes Trustee or the Trustee as to the past or
the future.
Neither the Existing Notes Trustee nor the Trustee provide the Eligible Holders with any legal, business, tax
or other advice in connection with these Listing Particulars.
No dealer, salesperson or other person has been authorized to give any information or to make any
representation or warranty not contained in these Listing Particulars and, if given or made, such information or
representation or warranty may not be relied upon as having been authorized by the Existing Issuer and the New
Issuer, the Existing Notes Trustee, the Trustee or the Dealer Managers.
Neither the Existing Notes Trustee nor the Trustee (or their respective affiliates, directors, officers,
employees and agents) has separately verified the information contained herein and neither the Existing Notes
Trustee nor the Trustee (or their affiliates, directors, officers, employees or agents) makes any representations,
warranties, undertakings or recommendations whatsoever (express or implied) regarding these Listing Particulars
or the Exchange Offer and none of such persons accepts any liability or responsibility as to the accuracy or
completeness of the information contained in these Listing Particulars or any other information provided by the
Existing Issuer and the New Issuer in connection with or in relation to the Exchange Offer.
Neither the Existing Notes Trustee nor the Trustee shall have any liability whatsoever to the Existing Issuer
and the New Issuer, the Eligible Holders or any other party in respect of any matter relating to these Listing
Particulars. Neither the Existing Notes Trustee nor the Trustee makes any representation that all relevant
information has been disclosed to Eligible Holders in these Listing Particulars.
None of the SEC, any state securities commission or any other regulatory authority has approved or
disapproved of the New Securities, nor have any of the foregoing authorities passed upon or endorsed the merits
of the Exchange Offer or the accuracy or adequacy of these Listing Particulars. Any representation to the
contrary is a criminal offence in the United States and could be a criminal offense in other countries.
The New Notes 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 "Notice to
Investors."
iii

The distribution of these Listing Particulars and the Exchange Offer are restricted by law in some
jurisdictions. These Listing Particulars do not constitute an offer to sell or an invitation to tender, subscribe for or
purchase any of the Existing Notes or New 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. Each prospective investor
must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or
sells the Existing Notes or New Notes or possesses or distributes these Listing Particulars, 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 none of the New Issuer, the Existing Issuer or the Dealer
Managers shall have any responsibility therefor. See "Notice to Investors."
SELLING RESTRICTIONS
THE NEW SECURITIES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY
JURISDICTION. BY ACCEPTING DELIVERY OF THESE LISTING PARTICULARS, YOU AGREE
NOT TO OFFER, SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY
NOTES TO THE PUBLIC.
United States
The Exchange Offer has been made in the United States in reliance upon an exemption from registration
under the U.S. Securities Act for an offer and sale of the New Notes which does not involve a public offering. In
making your purchase, you will be deemed to have made certain acknowledgments, representations, warranties
and agreements that are described in these Listing Particulars. See "Notice to Investors."
The Exchange Offer has been made only to, and the New Securities are being offered and will be issued
only to, Eligible Holders of Existing Notes that are (i) QIBs in private transactions in reliance upon the
exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) thereof, or
(ii) persons other than "U.S. persons," as that term is defined in Rule 902 of Regulation S under the U.S.
Securities Act, in offshore transactions in reliance upon Regulation S.
The New Securities described in these Listing Particulars have not been registered with, recommended by or
approved by the SEC, any state securities commission in the United States or any other securities commission or
regulatory authority, nor has the SEC, any state securities commission in the United States or any such securities
commission or authority passed upon the accuracy or adequacy of these Listing Particulars. Any representation to
the contrary is a criminal offence.
European Economic Area
These Listing Particulars have been prepared on the basis that all offers of the New Notes will be made
pursuant to an exemption under Article 3 of the Prospectus Directive (as defined below), as implemented in
member states of the EEA, from the requirement to produce a prospectus for offers of the New Notes.
Accordingly, any person making or intending to make any offer within the EEA of the New Notes should only do
so in circumstances in which no obligation arises for us or any of the Dealer Managers to produce a prospectus
for such offer. Neither the New Issuer nor the Dealer Managers have authorized, nor do we authorize, the making
of any offer of New Notes through any financial intermediary, other than offers made by the Dealer Managers,
which constitute the final placement of the New Notes contemplated in these Listing Particulars.
Each of the Dealer Managers has represented and agreed that in addition to what is set out above, in relation
to each Relevant Member State of the EEA that has implemented the Prospectus Directive (each, a "Relevant
Member State"), with effect from and including the date on which the Prospectus Directive 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 these Listing Particulars to the public in that Relevant Member State other than:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive),
subject to obtaining the prior consent of the relevant Dealer Manager or Dealer Managers nominated by
the New Issuer for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
iv

provided that no such offer of Notes shall require the New Issuer or any New Guarantor to publish a
prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this restriction, the expression an "offer of Notes to the public" in relation to the New
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 New Notes to be offered so as to enable an investor to decide to
purchase or subscribe the New Notes, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State. The expression "Prospectus Directive" means
Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant
implementing measure in the Relevant Member State.
Each subscriber for, or purchaser of, the New Notes in the offering located within a member state of the
EEA will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the
meaning of Article 2(1)(e) of the Prospectus Directive. We, each Dealer Manager and their affiliates, and others
will rely upon the truth and accuracy of the foregoing representation, acknowledgment and agreement.
Belgium
The New Notes are not intended to be offered, sold to or otherwise made available to and should not be
offered, sold or otherwise made available in Belgium to any "consumer" (consument/consommateur) within the
meaning of the Belgian Code of Economic Law (Wetboek economisch recht/Code de droit economique) of
February 28, 2013, as amended from time to time.
Grand Duchy of Luxembourg
These Listing Particulars constitute a prospectus to be approved by the Luxembourg Stock Exchange for the
purpose of part IV of the Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended (the
"Luxembourg Prospectus Law"), and for the purpose of the rules and regulations of the Luxembourg Stock
Exchange. The terms and conditions of these Listing Particulars have however 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 the Grand-Duchy of Luxembourg ("Luxembourg").
Accordingly, the New Notes may not be offered or sold to the public in Luxembourg, directly or indirectly, and
neither these Listing Particulars 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 in circumstances which, pursuant to the Luxembourg Prospectus Law, constitutes (i) an
offer of securities which benefits from an exemption to or (ii) a transaction not subject to, the requirement to
publish a prospectus in accordance with the Luxembourg Prospectus Law.
The Netherlands
Each Dealer Manager has represented and agreed that any New Notes will only be offered in the
Netherlands to qualified investors (as defined in the Prospectus Directive (as defined under "--European
Economic Area" above).
Switzerland
These Listing Particulars, as well as any other material relating to the New Notes which are the subject of
the offering contemplated by these Listing Particulars, do not constitute an issue prospectus pursuant to article
652a and/or article 1156 of the Swiss Code of Obligations and may not comply with the Directive for Notes of
Foreign Borrowers of the Swiss Bankers Association. The New Notes will neither be publicly offered nor listed
on the SIX Swiss Exchange Ltd., or any other Swiss stock exchange or regulated trading facility and, therefore,
the documents relating to the New Notes, including, but not limited to, these Listing Particulars, do not claim to
comply with the disclosure standards of the Swiss Code of Obligations and the listing rules of SIX Swiss
Exchange Ltd. and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange Ltd
or the listing rules of any other Swiss stock exchange or regulated trading facility. Neither these Listing
Particulars nor any other material relating to the New Notes may be publicly distributed or otherwise made
publicly available in Switzerland. The New Notes are being offered in Switzerland by way of a private placement
to a limited number of selected investors only, without any public advertisement and only to investors who do
not purchase the New Notes with the intention to distribute them to the public. The investors will be individually
approached directly from time to time. Neither these Listing Particulars nor any other offering or marketing
v

material relating to the offering or the New Notes have been or will be filed with or approved by any Swiss
regulatory authority. These Listing Particulars, as well as any other material relating to the New Notes, may only
be used by those investors to whom it has been handed out in connection with the offering described herein and
may neither directly nor indirectly be distributed or made available to other persons without the New Issuer's
express consent. These Listing Particulars, as well as any other material relating to the New Notes, may not be
used in connection with any other offer and shall in particular not be copied and/or distributed to the public in (or
from) Switzerland.
United Kingdom
In the United Kingdom, each Dealer Manager has represented and agreed that: (a) (i) it is a person whose
ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of its business, and (ii) it has not offered or sold and will not offer or sell the New Notes other
than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will
acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where
the issue of the New Notes would otherwise constitute a contravention of Section 19 of Financial Services and
Markets Act 2000 (the "FSMA") by the New Issuer; (b) 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 FSMA) received by it in connection with the issue or sale of the
New Notes in circumstances in which Section 21(1) of the FSMA does not apply to the New Issuer; and (c) it has
complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in
relation to the New Notes in, from or otherwise involving the United Kingdom.
vi

CERTAIN DEFINITIONS
·
"Adjusted Swissport EBITDA" means Swissport EBITDA minus the portion contributed by our
Unrestricted Subsidiaries to Swissport EBITDA.
·
"Amended and Restated Credit Agreement" refers to the amended and restated Credit Agreement to be
entered into prior to the Settlement Date, among, inter alios, the New Primary Obligor, the New Parent
Guarantor, Swissport International Ltd. and Swissport Group (USA) LLC as borrowers, and Barclays Bank
PLC as agent and security agent, as described under "Description of Certain Financing Arrangements."
·
"Clearstream, Luxembourg" means Clearstream Banking, société anonyme.
·
"Collateral" has the meaning ascribed to it under the "Description of the New Senior Secured Notes."
·
"Contract Renewal Rate" means, in any given period, the total aggregate revenue of all contracts
successfully renewed as a percentage of the total aggregate revenue of all contracts coming up for renewal
over such period.
·
"Credit Agreement" refers to the credit agreement dated January 20, 2016, among, inter alios, the Existing
Primary Obligor, the Swissport Parent Entity, Swissport International Ltd. and Swissport Group (USA) LLC
as borrowers, and Barclays Bank PLC as agent and security agent.
·
"Dealer Managers" means Barclays Bank PLC and J.P. Morgan Securities plc.
·
"DSO" refers to day sales outstanding, which is the measure of the average number of days after a sale has
been made until the revenue associated with that sale is collected.
·
"EBITDA" means earnings before interest, tax, depreciation and amortization.
·
"EEA" means European Economic Area.
·
"Eligible Holders" has the meaning set forth on the cover page to these Listing Particulars.
·
"Euroclear" means Euroclear Bank SA/NV.
·
"Euro MTF Market" means the Euro MTF Market of the Luxembourg Stock Exchange.
·
"Exchange Offer" has the meaning set forth on the cover page to these Listing Particulars.
·
"Existing Guarantors" means the Existing Parent Guarantor and the Existing Subsidiary Guarantors.
·
"Existing Indentures" means the Existing Senior Secured Notes Indenture and the Existing Senior Notes
Indenture.
·
"Existing Issuer" means Swissport Investments S.A., a société anonyme organized under the laws of the
Grand Duchy of Luxembourg.
·
"Existing Notes" means the Existing Senior Secured Notes and the Existing Senior Notes.
·
"Existing Notes Guarantors" refers to Swissport Group S.à r.l. and those subsidiaries of Swissport
Investments S.A. that currently guarantee the Existing Notes.
·
"Existing Notes Trustee" means U.S. Bank Trustees Limited as trustee under each of the Existing
Indentures.
·
"Existing Parent Guarantor" means Swissport Group S.à r.l., a société à responsibilité limitée organized
under the laws of the Grand Duchy of Luxembourg, in its capacity as parent guarantor of the Existing Notes.
·
"Existing Primary Obligor" means Swissport Investments S.A., a société anonyme organized under the
laws of the Grand Duchy of Luxembourg.
·
"Existing Senior Secured Notes" means the 400,000,000 6.750% Senior Secured Notes issued by the
Existing Issuer on December 14, 2015, all of which remained outstanding as of the commencement of the
Exchange Offer.
·
"Existing Senior Secured Noteholders" means holders of Existing Senior Secured Notes.
·
"Existing Senior Secured Notes Indenture" means the indenture dated December 14, 2015, governing the
Existing Senior Secured Notes.
·
"Existing Subsidiary Guarantors" mean Aguila 2 S.à r.l., Swissport Cargo Services Belgium NV,
Swissport Brazil Ltda., Swissport Canada Inc., Swissport Canada Fuel Services Inc., Swissport Canada
vii

Handling Inc., Swissport Canada Deicing Inc., Aguila Bid AG, Swissport Group Services GmbH, Swissport
International Ltd., Swissport Cargo Services Deutschland GmbH, Swissport Germany Holding GmbH,
Swissport Handling S.A.U., Swissport Holding Spain, S.L., Swissport Ireland Limited, Cargo Service
Center de México S.A. de C.V., Swissport Mexico Holding, S. de R.L. de C.V., Swissport Amsterdam B.V.,
Swissport Cargo Services The Netherlands B.V., Swissport Holding B.V., Cargo Service Center East Africa
B.V., Swissport Nederland B.V., Swissport Trinidad and Tobago Ltd., Flightcare Multiservices UK Limited,
Servisair Group Ltd, Swissport GB Limited, Swissport Cargo Services UK Ltd., Swissport Fuelling Ltd.,
Swissport Ltd., Swissport UK Holding Limited, Servisair Americas LLC, Servisair Fuel Leasing
Corporation, Swissport Cargo Services Inc., Swissport Cargo Holdings Inc., Swissport Fueling Inc.,
Swissport North America Holdings, Inc., Swissport Holdings Inc., Swissport North America Inc., Swissport
SA Fuel Services, LLC, Swissport SA, LLC, Swissport SA USA, LLC, Swissport USA Inc., Swissport
Group (USA) LLC and Swissport Kenya Limited.
·
"Existing Senior Notes" means the 290,000,000 9.750% Senior Notes issued by the Existing Issuer on
December 14, 2015, 280,500,000 of which remained outstanding as of the commencement of the Exchange
Offer.
·
"Existing Senior Noteholders" means holders of Existing Senior Notes.
·
"Existing Senior Notes Indenture" means the indenture dated December 14, 2015, governing the Existing
Senior Notes.
·
"FATCA" means:
(a) sections 1471 to 1474 of the U.S. Internal Revenue Code and the Treasury regulations and official
guidance issued thereunder, each as amended from time to time ("U.S. FATCA");
(b) any inter-governmental agreement between the United States and any other jurisdiction entered into in
connection with U.S. FATCA (an "IGA");
(c) any treaty, law, regulation or official guidance enacted, issued or amended in any jurisdiction which
facilitates the implementation of U.S. FATCA or an IGA ("Implementing Law"); and
(d) any agreement entered into with the U.S. Internal Revenue Service, the U.S. government or any
governmental or tax authority in any other jurisdiction in connection with U.S. FATCA, an IGA or any
Implementing Law.
·
"FSMA" means the United Kingdom's Financial Services and Markets Act 2000.
·
"HNA Acquisition" means the acquisition of Aguila 2 S.A. (now Aguila 2 S.à r.l.) by the Existing Issuer,
an indirect subsidiary of HNA Group, on February 10, 2016.
·
"HNA Acquisition Target" means Aguila 2 S.A. (now Aguila 2 S.à r.l.), a company organized under the
laws of the Grand Duchy of Luxembourg.
·
"HNA Group" refers to HNA Group Co., Ltd., a company organized under the laws of the People's
Republic of China.
·
"IFRS" means International Financial Reporting Standards as adopted by the European Union.
·
"Intercreditor Agreement" refers to the intercreditor agreement dated January 20, 2016, among, inter
alios, the Existing Issuer, the Swissport Parent Entity, Swissport Group (USA) LLC, U.S. Bank Trustees
Limited as Existing Notes Trustee, and Barclays Bank PLC as security agent and administrative agent, as
described under "Description of Certain Financing Arrangements," which will be amended and restated on
or about the Settlement Date as part of the Transactions.
·
"Listing Particulars" means these Listing Particulars.
·
"Net Contract Wins" means, in any given period, the total aggregate annualized revenue of all contracts
successfully won over such period, less the total aggregate annualized revenue of all contracts lost during
such period.
·
"New Guarantees" collectively refers to the New Senior Secured Notes Parent Guarantee, the New Senior
Secured Notes Subsidiary Guarantees, the New Senior Notes Parent Guarantee and the New Senior Notes
Subsidiary Guarantees to be issued by the New Guarantors guaranteeing the New Notes.
·
"New Guarantors" means the New Parent Guarantor and the New Subsidiary Guarantors.
·
"New Indentures" collectively refers to the New Senior Secured Notes Indenture and the New Senior Notes
Indenture
viii

·
"New Issuer" means Swissport Financing S.à r.l. (formerly Aguila 3 S.A.), a société à responsibilité limitée
organized under the laws of the Grand Duchy of Luxembourg.
·
"New Notes" has the meaning set forth on the cover page to these Listing Particulars.
·
"New Parent Guarantor" refers to Swissport Holding International S.à r.l., a société à responsibilité
limitée organized under the laws of the Grand Duchy of Luxembourg, which is the direct parent company of
the New Issuer.
·
"New Primary Obligor" means Swissport Financing S.à r.l. (formerly Aguila 3 S.A.), a société à
responsibilité limitée organized under the laws of the Grand Duchy of Luxembourg.
·
"New Senior Secured Notes" has the meaning set forth on the cover page to these Listing Particulars.
·
"New Senior Secured Notes Guarantees" refers to the guarantees issued by the New Guarantors
guaranteeing the New Senior Secured Notes.
·
"New Senior Secured Notes Indenture" means the indenture governing the New Senior Secured Notes.
·
"New Senior Secured Notes Parent Guarantee" refers to the guarantee provided on a senior basis by the
New Parent Guarantor in relation to the New Senior Secured Notes.
·
"New Senior Secured Notes Subsidiary Guarantees" refers to the guarantees provided on a senior basis
by the New Subsidiary Guarantors.
·
"New Subsidiary Guarantees" refers to the guarantees given by the New Subsidiary Guarantors in respect
of the New Notes.
·
"New Subsidiary Guarantors" refers the Existing Subsidiary Guarantors, excluding Aguila 2 S.à r.l. and
Swissport Brazil Ltda.
·
"New Senior Notes" has the meaning set forth on the cover page to these Listing Particulars.
·
"New Senior Notes Guarantees" refers to the guarantees issued by the New Guarantors guaranteeing the
New Senior Notes.
·
"New Senior Notes Indenture" means the indenture governing the New Senior Notes.
·
"New Senior Notes Parent Guarantee" refers to the guarantee provided on a senior subordinated basis by
the New Parent Guarantor in relation to the New Senior Notes.
·
"New Senior Notes Subsidiary Guarantees" refers to the guarantees provided on a senior subordinated
basis by the New Subsidiary Guarantors in relation to the New Senior Notes.
·
"Non-Eligible Holders" has the meaning set forth on the cover page to these Listing Particulars.
·
"OECD" means the Organization for Economic Co-operation and Development.
·
"Principal Paying Agent" refers to Elavon Financial Services DAC, UK Branch.
·
"Registrar" refers to Elavon Financial Services DAC, a company incorporated under the laws of the
Republic of Ireland.
·
"Revolving Credit Facility" refers to the senior secured revolving credit facility available under the Credit
Agreement.
·
"SEC" means the U.S. Securities and Exchange Commission.
·
"Security Agent" refers to Barclays Bank PLC, as security agent under the New Senior Secured Notes
Indenture.
·
"Security Documents" has the meaning ascribed to it under the "Description of the New Senior Secured Notes."
·
"Senior Facilities" refers to the Term Loan B Facility and the Revolving Credit Facility.
·
"Sponsor Facility" means the facility agreement dated January 26, 2016 and made between, amongst
others, HNA Aviation (Hong Kong) Ground Handling Holdings Co., Limited as borrower and Industrial and
Commercial Bank of China Limited, Yangpu Branch as agent and security agent.
·
"Sponsor Facility Liens" means the pledges over the share capital of the Existing Parent Guarantor, the
Existing Issuer and the HNA Acquisition Target dated January 27, 2016.
ix