Obligation Valloré 6.375% ( XS1807435026 ) en EUR

Valloré

100 % ▼

France

XS1807435026 ( en EUR )

6.375% par an ( paiement annuel )

14/10/2023 - Obligation échue

Prospectus brochure de l'obligation Vallourec XS1807435026 en EUR 6.375%, échue

100 000 EUR

400 000 000 EUR

Vallourec est un producteur mondial de tubes sans soudure en acier destinés à des applications dans l'énergie, l'industrie et les autres secteurs.

L'Obligation émise par Valloré ( France ) , en EUR, avec le code ISIN XS1807435026, paye un coupon de 6.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/10/2023

OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION

IN THE UNITED STATES

400,000,000 6.375% Senior Notes due 2023
Vallourec, a French société anonyme, is offering 400,000,000 principal amount of its 6.375% senior notes due
2023 (the "Notes").
The Notes will mature on October 15, 2023. Vallourec will pay interest on the Notes semi-annually on each April
15 and October 15, commencing October 15, 2018, at a rate of 6.375% per annum. Vallourec may redeem all or part of
the Notes at any time on or after October 15, 2020 at the redemption prices described in this offering memorandum. At any
time prior to October 15, 2020, Vallourec may redeem all or part of the Notes at a redemption price equal to 100% of their
principal amount plus the applicable premium described in this offering memorandum. In addition, at any time prior to
October 15, 2020, Vallourec may also redeem up to 40% of the Notes with the net proceeds from certain equity offerings.
Upon certain events constituting a change of control (as defined in this offering memorandum), Vallourec may be required
to make an offer to purchase the Notes at a price equal to 101% of the principal amount thereof. In the event of certain
developments affecting taxation, Vallourec may redeem all, but not less than all, of the Notes.
This offering memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on
Prospectuses for Securities, as amended. Application will be made to admit the Notes to listing on the Official List of the
Luxembourg Stock Exchange and to trading on the Euro MTF market ("Euro MTF").
Investing in the Notes involves a high degree of risk. Prospective investors should read this entire offering
memorandum including, in particular, the information under "Risk Factors" beginning on page 27.
The Notes have not been and will not be 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. Prospective investors 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", "Plan of Distribution" and "Transfer Restrictions"
in this offering memorandum for additional information about eligible offerees and transfer restrictions.
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.
Price for the Notes: 100%
plus accrued interest, if any, from the issue date
Delivery of the Notes in book-entry form through Euroclear France, Euroclear Bank SA/NV ("Euroclear") and
Clearstream Banking, S.A. ("Clearstream"), will be made on or about April 19, 2018.
Joint Global Coordinators and Joint Bookrunners
BNP PARIBAS
J.P. Morgan
Société Générale

Joint Bookrunner

Natixis

Co-Managers
CM-CIC Market Solutions
MUFG
SMBC Nikko
Santander
The date of this offering memorandum is April 12, 2018.

This offering memorandum is being furnished in connection with an offering exempt from the registration
requirements of the Securities Act, solely for the purpose of enabling a prospective investor to consider the purchase
of the Notes in the private placement described herein. Vallourec has furnished the information contained in this
offering memorandum. No representation or warranty, express or implied, is made by the initial purchasers named
herein as to the accuracy or completeness or verification 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 in this respect,
whether as to the past or the future. This offering memorandum does not constitute an offer to any person or to the
public in general to subscribe for or otherwise acquire the Notes. Distribution of this offering memorandum in
whole or in part to any person other than the offeree is unauthorized. Any reproduction or distribution of this
offering memorandum, in whole or in part, and any disclosure of its contents or use of any information herein for
any purpose other than considering an investment in Vallourec's Notes offered hereby is prohibited. By accepting
delivery of this offering memorandum, the recipient agrees to the foregoing.
No person has been authorized to give any information or to make any representations in connection with
the offering or sale of the Notes other than those contained in this offering memorandum. Prospective investors
should carefully evaluate the information provided in this offering memorandum in light of the total mix of
information available to prospective investors, recognizing that Vallourec can provide no assurance as to the
reliability of any information not contained or incorporated by reference in this offering memorandum. This
offering memorandum does not constitute an offer to sell or the solicitation of an offer to buy any securities other
than the securities to which it relates or an offer to sell or the solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation would be unlawful. The information contained in this offering
memorandum is accurate only as of the date of this offering memorandum. Neither the delivery of this offering
memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has
been no change in Vallourec's affairs or that the information contained herein is correct as of any time subsequent
to the date hereof.
In making an investment decision, prospective investors must rely upon their own examination of Vallourec
and the terms of this offering, including the merits and risks involved.
Prospective investors should read the entire document and, in particular, the section headed "Risk Factors",
when considering an investment in Vallourec.
None of Vallourec or the initial purchasers, or any of their respective representatives, is making any
representation to any offeree or purchaser of the Notes regarding the legality of an investment in the Notes by such
offeree or purchaser under the laws applicable to such offeree or purchaser. Each prospective investor should
consult with its own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Notes.
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).
In addition, until the expiration of the period beginning 40 days after the commencement of the offering, an offer
or sale of Notes within the United States by a dealer (whether or not it is participating in the offering) may violate the
registration requirements of the Securities Act if such offer or sale is made otherwise than pursuant to the foregoing.
To permit compliance with Rule 144A in connection with resales of the Notes, for as long as any of the Notes
remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, Vallourec
will furnish, upon request, to a holder of Notes or to a prospective purchaser of Notes designated by a holder, the
information required to be delivered under Rule 144A(d)(4) under the Securities Act, if at the time of such request,
Vallourec is not a reporting company under Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as
amended, (the "Exchange Act"), or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act.
The distribution of this offering memorandum and the offering and the sale of the Notes in certain jurisdictions
may be restricted by law. Vallourec and the initial purchasers require that persons into whose possession this offering
memorandum comes inform themselves about and observe any such restrictions. No action has been taken in any
jurisdiction by Vallourec or the initial purchasers that would permit a public offering of the Notes offered hereby. No offer
or sale of the Notes may be made in any jurisdiction except in compliance with the applicable laws thereof. Accordingly,
neither this document nor any advertisement or any other offering material may be distributed or published in any
jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons
i

into whose possession this offering memorandum comes are required to inform themselves about and observe any such
restrictions, including those set out in the following paragraphs. Any failure to comply with these restrictions may constitute
a violation of the securities laws of any such jurisdiction. For a further description of certain restrictions on sales, offers
and subscriptions of the Notes, see "Plan of Distribution" and "Notice to Investors". This offering memorandum does not
constitute an offer of, or an invitation to sell or purchase, any of the Notes in any jurisdiction in which such offer or
invitation would be unlawful.
In connection with this offering, each of the initial purchasers and any of their respective affiliates, acting
as an investor for its own account, may take up Notes in this offering and in that capacity may retain, purchase or
sel for its own account such Notes or related investments and may offer or sell such Notes or other investments
otherwise than in connection with this offering. Accordingly, references in the offering memorandum to Notes being
offered or placed should be read as including any offering or placement of Notes to any of the initial purchasers or
any of their respective affiliates acting in such capacity. None of the initial purchasers intends to disclose the extent
of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do
so. In addition, certain of the initial purchasers or their affiliates may enter into financing arrangements (including
swaps or contracts for differences) with investors in connection with which such initial purchasers (or their
affiliates) may from time to time acquire, hold or dispose of the Notes.
STABILIZATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS (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.
MIFID II product governance / Professional investors and ECPs only target market Solely for the purposes
of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined
in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
Prohibition of sales to EEA retail investors The Notes described in the attached offering memorandum are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning
of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required
by Regulation (EU) No 1286/2014 (as amended the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
ii

TABLE OF CONTENTS
NOTICE TO INVESTORS . . ........................................................................................................................................... 2
FORWARD-LOOKING STATEMENTS ........................................................................................................................ 6
AVAILABLE INFORMATION .............................................................................. ......................... .............................. 7
PRESENTATION OF FINANCIAL INFORMATION ................................................................................................... 8
INDUSTRY AND MARKET DATA ..................................................................................................... ......................... 9
INCORPORATION BY REFERENCE . . . ................................................................... ......................... ..................... 10
EXCHANGE RATES ..................................................................................... ............................................................... 11
OFFERING MEMORANDUM SUMMARY ................................................................................................................ 12
SUMMARY FINANCIAL AND OPERATING DATA .......................... .................................................................... 22
RISK FACTORS . ........................................................................................................................................................... 27
USE OF PROCEEDS ...................................................................................................................................................... 42
CAPITALIZATION . . ............................................ .............................................................. ........................................ 43
MARKETS AND INDUSTRY ....................................................................................................................................... 44
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ......................................................................................... ........................................................ 50
BUSINESS ...................................................................................................................................................................... 79
AGREEMENTS RELATING TO STRATEGIC INITIATIVES .................. ............................................................. 110
SHARE OWNERSHIP.................................................................................................................................................. 113
DESCRIPTION OF CERTAIN INDEBTEDNESS . ......................... ......................................................................... 114
DESCRIPTION OF THE NOTES ...................................... .................................... ......................... . ........................ 121
BOOK-ENTRY, DELIVERY AND FORM ................................................................................................................ 121
TAXATION ...................................................... .............................................................. ............................................. 177
PLAN OF DISTRIBUTION .......................................... .............................................................................................. 181
TRANSFER RESTRICTIONS . . . .................................................................................................. . .......................... 184
LEGAL MATTERS ...................................................................................................................................................... 187
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS AND STATUTORY AUDITORS OF THE
COMPANY ....................................................................................................................... . ........................... 187
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES .............. . ..................................................... 187
CERTAIN INSOLVENCY LAW CONSIDERATIONS ......................... .................................................................. 188
GENERAL INFORMATION ................................................................................ .......................... ........................... 202
INDEX TO VALLOUREC'S CONSOLIDATED FINANCIAL STATEMENTS ........................................................ 1

NOTICE TO INVESTORS
Vallourec, having made all reasonable inquiries, confirms to the best of its knowledge, information and belief that
the information contained in this offering memorandum with respect to Vallourec and its 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, Vallourec accepts responsibility for the information contained in this offering memorandum.
Vallourec is 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. Vallourec and the initial
purchasers are not responsible for your compliance with any of the foregoing legal requirements. See "Plan of
Distribution".
None of Vallourec, the initial purchasers or any of Vallourec's or the initial purchasers' respective representatives
is making an offer to sell the Notes in any jurisdiction except where such an offer or sale is permitted. Vallourec is 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 Vallourec and by other sources that Vallourec
believes are reliable. The initial purchasers named in this offering memorandum, the Trustee, 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 Vallourec 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
Vallourec. 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 Vallourec in light of the total mix of information available to you,
recognizing that Vallourec 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 Vallourec's business since the date of this offering memorandum.
None of Vallourec, the initial purchasers, the Trustee, the Paying Agent, the Registrar, the Transfer Agent or any
of Vallourec's or the initial purchasers' 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 Vallourec and its 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.
2

Neither 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.
This communication is only being distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to
as "relevant persons"). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant person
should not act or rely on this document or any of its contents.
In addition, the Notes are subject to restrictions on transferability and resale, which are described under the
captions "Plan of Distribution" and "Transfer Restrictions". By possessing this offering memorandum or purchasing any
Note, you will be deemed to have represented and agreed to all of the provisions contained in those sections of this offering
memorandum.
The Notes will be issued in the form of one or more global notes, all of which will be deposited with or on behalf
of, Euroclear and Clearstream. Beneficial interests in the global notes will be shown on, and transfers of beneficial interests
in the global notes will be effected only through, records maintained by Euroclear and Clearstream or their respective
participants. See "Book-Entry, Delivery and Form".
Vallourec will not, nor will any of its 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 Vallourec or its 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.
Vallourec reserves the right to withdraw this offering of the Notes at any time. Vallourec 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.
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).
In addition, until the expiration of the period beginning 40 days after the commencement of the offering, an offer
or sale of Notes within the United States by a dealer (whether or not it is participating in the offering) may violate the
registration requirements of the Securities Act if such offer or sale is made otherwise than pursuant to the foregoing.
Notice to Investors in the European Economic Area
In relation to each Member State of the EEA the initial purchasers have represented and agreed that they have 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; or

(b)
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes shall result in a requirement for the publication by the Issuer or the initial
purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive.
3

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 by Directive 2010/73/EU), and
includes any relevant implementing measure in the Member State.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of
the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution
channels.
The Notes described in the attached offering memorandum are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
Notice to Certain European Investors
France
The initial purchasers have represented and agreed that they have not offered or sold and will not offer or sell,
directly or indirectly, any Notes to the public in France and they have 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 Monetary and Financial Code (Code monétaire et financier) and Title I of Book II of the Règlement Général
(General regulation) of the Autorité des marchés financiers (the French financial markets authority) (the "AMF").
Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in France (offre au public de titres
financiers), and neither this offering memorandum nor any offering or marketing materials relating to the Notes must be
made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in France.
This offering memorandum or any other offering material relating to the Notes and such offers, sales and
distributions have been and will be made in France only to (a) persons providing investment services relating to portfolio
management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and (b) qualified investors (investisseurs qualifiés), other than individuals, as defined in, and in
accordance with, Articles L.411-2 and D.411-1 of the French Monetary and Financial Code.
Prospective investors are informed that:

(i)
this offering memorandum has not been and will not be submitted for clearance to the AMF;

(ii)
in compliance with Articles L.411-2 and D.411-1 of the French Monetary and Financial Code, 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 Monetary and Financial Code and
applicable regulations thereunder.
United Kingdom
Each initial purchaser has represented and agreed that:
4

(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 Prospective Investors in Canada
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act
(Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or
damages if this Offering Memorandum contains a misrepresentation, provided that the remedies for rescission or damages
are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or
territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province
or territory for particulars of these rights or consult with a legal advisor.
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 Vallourec and the initial purchasers to inform themselves about, and to observe, any such restrictions.
5

FORWARD-LOOKING STATEMENTS
This offering memorandum includes "forward-looking statements" within the meaning of the U.S. federal
securities laws, which involve risks and uncertainties, including, without limitation, certain statements made in the sections
entitled "Risk Factors", "Business" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations". Prospective investors can identify forward-looking statements as those that contain words such as "believes",
"expects", "may", "should", "seeks", "approximately", "intends", "plans", "estimates", or "anticipates" or similar
expressions that relate to Vallourec's strategy, plans, intentions or expectations.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future
performance. Vallourec's actual financial condition, results of operations and cash flows, and the development of the
industry in which it operates, may differ materially from what is described in or suggested by the forward-looking
statements contained in this offering memorandum. In addition, even if Vallourec's financial condition, results of
operations and cash flows, and the development of the industry in which Vallourec operates, are consistent with the
forward-looking statements contained in this offering memorandum, those results or developments may not be indicative
of results or developments in subsequent periods. Important factors that could cause those differences include, but are not
limited to:
the impact of the economic environment and oil and gas prices on Vallourec's operations;
economic cycles that affect the markets in which Vallourec sells its products, including in particular the
oil and gas, power generation and industrial markets;
Vallourec's dependence on a limited number of customers for a significant share of its revenues;
the effect of competitive pressures on prices charged for Vallourec's products and activity levels;
risks associated with Vallourec's activities in emerging markets;
the need to innovate and develop new technology, and to protect intellectual and industrial property;
Vallourec's ability to integrate successfully the businesses or assets Vallourec acquires;
the risk of failure to meet Vallourec's announced objectives, including those associated with the
Transformation Plan;
any write-downs of goodwill or other non-current assets on Vallourec's balance sheet;
operational risks, including risks related to health, safety and the environment, raw materials prices,
product liability, industrial accidents, internal controls, information technology systems and the
recruitment of qualified employees;
legal risks, including risks relating to its contractual relations with Nippon Steel & Sumitomo Metal
Corporation ("NSSMC") and tax risks; and
exposure to market risks, including in particular foreign exchange rate risk and liquidity risk.
Vallourec undertakes no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Vallourec cautions prospective investors that the foregoing list of important factors
may not contain all of the material factors that are important to such prospective investors. In addition, in light of these
risks, uncertainties and assumptions, the forward-looking events discussed in this offering memorandum might not occur.
When considering forward-looking statements, prospective investors should keep in mind the risk factors and other
cautionary statements included in this offering memorandum and the information incorporated by reference herein, in
particular those described in the "Risk Factors" section of this offering memorandum.
6

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 Vallourec, any related amendment or supplement to this offering
memorandum. The information incorporated by reference herein may be consulted at Vallourec's website,
http://www.vallourec.com. Other information contained on or accessible through Vallourec's website is not a part of this
offering memorandum. See "Incorporation by Reference".
So long as any Notes are outstanding and are "restricted securities" within the meaning of Rule 144 under the
Securities Act, Vallourec 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, Vallourec is neither a reporting company under Section 13 or 15(d)
of the Exchange Act, nor exempt from reporting pursuant to Rule 12g 3-2(b) thereunder. Any such request should be
directed to Vallourec at 27, avenue du Général Leclerc, 92660 Boulogne-Billancourt Cedex--France, Attention: Investor
Relations, Telephone: (33) 1 49 09 39 76.
Additionally, so long as any of the Notes are listed on the Euro MTF and the rules of the Luxembourg Stock
Exchange so require, copies of these filings, this offering memorandum and other information relating to the 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.
7