Obligation Gestamp Automoción 3.25% ( XS1814065345 ) en EUR

Gestamp Automoción

99.33 % ▼

Espagne

XS1814065345 ( en EUR )

3.25% par an ( paiement semestriel )

29/04/2026

Prospectus brochure de l'obligation Gestamp Automocion XS1814065345 en EUR 3.25%, échéance 29/04/2026

30/10/2025 ( Dans 151 jours )

Gestamp Automocion est un fournisseur mondial de composants automobiles estampés et d'assemblages de carrosserie, spécialisé dans la conception, le développement et la fabrication de pièces métalliques complexes pour l'industrie automobile.

L'Obligation émise par Gestamp Automoción ( Espagne ) , en EUR, avec le code ISIN XS1814065345, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/04/2026

This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on
prospectus for securities dated July 10, 2005, as amended.
Offering Memorandum
Not for General Circulation
in the United States
11APR201322443986
Gestamp Automoci´
on, S.A.
E400,000,000 3.25% Senior Secured Notes due 2026
guaranteed by
certain of its Subsidiaries
We are offering A400,000,000 aggregate principal amount of 3.25% Senior Secured Notes due 2026 (the ``notes'') which will be
issued pursuant to an indenture (the ``Indenture'') to be dated on or around April 27, 2018 (the ``Issue Date''). Interest on the notes
will be paid semi-annually on April 30 and October 31 of each year, commencing on October 31, 2018. The notes will mature on
April 30, 2026.
Prior to April 30, 2021, we may redeem the notes in whole or in part at any time by paying a ``make whole'' premium. We may
redeem the notes in whole or in part at any time on or after April 30, 2021 at the redemption prices set forth in this offering
memorandum, plus accrued and unpaid interest to, but not including, the redemption date. In addition, prior to April 30, 2021, we
may redeem at our option up to 40% of aggregate principal amount of notes with the net cash proceeds from certain equity offerings
at the redemption price set forth in this offering memorandum, if at least 60% of the aggregate principal amount of notes issued
under the Indenture remain outstanding after the redemption. We may redeem all of the notes, at any time, at a price equal to their
principal amount plus accrued and unpaid interest, if any, and additional amounts, if any, upon the occurrence of certain changes in
applicable tax law. Upon the occurrence of certain events constituting a ``change of control,'' we will be required to make an offer to
repurchase the notes at 101% of the principal amount redeemed, plus accrued and unpaid interest, if any, and additional amounts, if
any.
The notes will be senior obligations of Gestamp Automoci´
on, S.A. (``Gestamp Automoci´
on'' or the ``Company'') secured by a charge
over the shares of certain of its subsidiaries (the ``Collateral''). See ``Description of the Notes--Security''. The notes will rank
equally in right of payment with all of the Company's existing and future senior debt and senior to any of its future subordinated
debt. Certain of the Company's subsidiaries (the ``Guarantors'') will guarantee the notes (the ``Guarantees''). Local laws may limit
your rights to enforce certain guarantees, and, in addition, your rights with respect to the notes and the Guarantees will be subject to
the intercreditor agreement dated May 10, 2013 entered into with, among others, the lenders under the Senior Facilities Agreement
(as defined therein) and the trustee in respect of the 2023 notes (as defined below) (the ``Intercreditor Agreement'').
The proceeds from the offering of the notes will be used (i) for the refinancing of certain short- and long-term debt facilities, and
(ii) to pay commissions, fees and expenses in connection with the offering of the notes. See ``Use of Proceeds''.
There is currently no public market for the notes. Application has been made to have the notes admitted to the Official List of the
Luxembourg Stock Exchange for trading on the Euro MTF Market of the Luxembourg Stock Exchange (``Euro MTF''). There are
no assurances that the notes will remain listed and admitted to trade on the Euro MTF. This offering memorandum includes
information on the terms of the notes, including, covenants and transfer restrictions. This offering memorandum may not be
reproduced or used for any other purpose, nor furnished to any other person other than those to whom copies have been sent by us
or the Initial Purchasers (as defined herein).
Investing in the notes involves a high degree of risk. See ``Risk Factors'' beginning on page 31.
Offering price for the notes: 99.129%
plus accrued interest, if any, from the Issue Date.
This offering memorandum does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction
where such offer or solicitation is unlawful. The notes have not been and will not be registered under the U.S. federal or state
securities laws or the securities laws of any other jurisdiction and may not be offered or sold within the U.S. or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933 (``Regulation S''), as amended (the
``Securities Act'')), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act. Accordingly, the Initial Purchasers named below are offering the notes only to ``qualified institutional buyers''
(``QIBs''), as defined in Rule 144A under the Securities Act (``Rule 144A''), in reliance on Rule 144A, and to persons outside the U.S. in
reliance on Regulation S. See ``Notice to Investors'' and ``Transfer Restrictions'' for further details about eligible offerees and re-sale
restrictions.
The notes are in registered form and were initially issued in denominations of A100,000 and integral multiples of A1,000 in excess
thereof and are only transferable in minimum principal amounts of A100,000 and integral multiples of A1,000 in excess thereof. The
notes are represented by one or more global notes, which were delivered through Euroclear Bank S.A./N.V. (``Euroclear'') and
Clearstream Banking, soci´
et´
e anonyme (``Clearstream'') on the Issue Date.
Joint Bookrunners
Deutsche Bank
BANKIA
BBVA
BNP PARIBAS
BoFA Merrill Lynch
CaixaBank
Santander
Soci´
et´
e G´
en´
erale
Co-Managers
Banca March
Banco Sabadell
COMMERZBANK
The date of this listing memorandum is May 17, 2018

TABLE OF CONTENTS
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
SUMMARY CONSOLIDATED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . .
61
OPERATING AND FINANCIAL REVIEW AND PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . .
63
INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
141
SHAREHOLDERS AND CERTAIN TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
146
DESCRIPTION OF OTHER INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
148
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
157
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
214
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
217
CERTAIN LIMITATIONS ON VALIDITY AND ENFORCEABILITY . . . . . . . . . . . . . . . . . . .
226
ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
240
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
242
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
246
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
249
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
250
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
251
ENFORCEABILITY OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
252
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
254
GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
257
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i

NOTICE TO INVESTORS
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OR ANY STATE SECURITIES LAWS AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY
NOT BE OFFERED OR SOLD IN THE U.S. OR TO U.S. PERSONS. SEE ``PLAN OF
DISTRIBUTION'' AND ``TRANSFER RESTRICTIONS''. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT
THE SELLER OF ANY SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A.
No dealer, salesperson or other person has been authorized to give any information or to make any
representation not contained in this offering memorandum and, if given or made, any such information or
representation must not be relied upon as having been authorized by us, any of our affiliates or the Initial
Purchasers or their respective affiliates. This offering memorandum does not constitute an offer of any
securities other than those to which it relates or an offer to sell, or a solicitation of an offer to buy, to any
person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this
offering memorandum nor any sale made under it shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date of this offering memorandum
or that the information contained in this offering memorandum is correct as of any time subsequent to that
date.
By receiving this offering memorandum, investors acknowledge that they have had an opportunity to
request for review, and have received, all additional information they deem necessary to verify the accuracy
and completeness of the information contained in this offering memorandum. Investors also acknowledge
that they have not relied on the Initial Purchasers in connection with their investigation of the accuracy of
this information or their decision whether to invest in the notes.
The contents of this offering memorandum are not to be considered legal, business, financial, investment,
tax or other advice. Prospective investors should consult their own counsel, accountants and other advisors
as to legal, business, financial, investment, tax and other aspects of a purchase of the notes. In making an
investment decision, investors must rely on their own examination of the Company and its affiliates, the
terms of the offering of the notes and the merits and risks involved.
This offering is being made in reliance upon exemptions from registration under the Securities Act for an
offer and sale of securities that does not involve a public offering. The notes are subject to restrictions on
transferability and re-sale and may not be transferred or resold except as permitted under the Securities
Act and applicable securities laws of any other jurisdiction pursuant to registration or exemption
therefrom. If you purchase the notes, you will be deemed to have made certain acknowledgments,
representations and warranties as detailed under ``Transfer Restrictions''. The notes have not been and will
not be registered with, recommended by or approved by the U.S. Securities and Exchange Commission
(the ``SEC'') or any other U.S. federal, state or foreign securities commission or regulatory authority, nor
has the SEC or any such commission or regulatory authority reviewed or passed upon the accuracy or
adequacy of this offering memorandum. Any representation to the contrary is a criminal offense in the
United States.
Application has been made to have the notes admitted to the Official List of the Luxembourg Stock
Exchange for trading on the Euro MTF.
The Initial Purchasers and Deutsche Trustee Company Limited (the ``Trustee'') make no representations
or warranties, express or implied, as to the accuracy or completeness of the information contained in this
offering memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a
promise or representation by the Initial Purchasers or the Trustee as to the past or future.
We have prepared this offering memorandum solely for use in connection with the offer of the notes to
QIBs under Rule 144A and to non-U.S. persons (within the meaning of Regulation S) outside the United
States under Regulation S.
The Company reserves the right to withdraw the offering of the notes at any time. The Company and the
Initial Purchasers reserve the right to reject any offer to purchase the notes in whole or in part for any
reason or for no reason and to allot to any prospective purchaser less than the full amount of the notes
sought by such purchaser. The Initial Purchasers and certain related entities may acquire a portion of the
notes for their own account.
ii

The laws of certain jurisdictions may restrict the distribution of this offering memorandum and the offer
and sale of the notes. Persons into whose possession this offering memorandum or any of the notes come
must inform themselves about, and observe any such restrictions. None of the Company, the Initial
Purchasers, the Trustee or their respective representatives are making any representation to any offeree or
any purchaser of the notes regarding the legality of any investment in the notes by such offeree or
purchaser under applicable investment or similar laws or regulations. For a further description of certain
restrictions on the offering and sale of the notes and the distribution of this offering memorandum, see
``Notice to Investors in the European Economic Area'', ``Notice to Certain Other European Investors'' and
``Transfer Restrictions''.
To purchase the notes, investors must comply with all applicable laws and regulations in force in any
jurisdiction in which investors purchase, offer or sell the notes or possess or distribute this offering
memorandum. Investors must also obtain any consent, approval or permission required by such jurisdiction
for investors to purchase, offer or sell any of the notes under the laws and regulations in force in any
jurisdiction to which investors are subject. None of the Company, its affiliates, the Trustee or the Initial
Purchasers or their respective affiliates will have any responsibility therefor.
No action has been taken by the Initial Purchasers, the Company or any other person that would permit an
offering of the notes or the circulation or distribution of this offering memorandum or any offering
material in relation to the Company or its affiliates or the notes in any country or jurisdiction where action
for that purpose is required.
The notes were only issued in fully registered form, in denominations of A100,000 and integral multiples of
A1,000 in excess thereof. Notes sold to QIBs in reliance on Rule 144A are initially represented by one or
more global notes in registered form without interest coupons attached (the ``Rule 144A Global Notes'').
Notes sold to non-U.S. persons outside the U.S. in reliance on Regulation S are represented by one or
more global notes in registered form without interest coupons attached (the ``Regulation S Global Notes''
and, together with the Rule 144A Global Notes, the ``Global Notes''). The Global Notes representing the
notes are deposited with, or on behalf of, a common depositary for the accounts of the Euroclear and
Clearstream and registered in the name of the nominee of the common depositary. Prior to the date that is
40 days after the later of the commencement of the offering or the Issue Date, beneficial interests in a
Regulation S Global Note may not be able to be offered, sold or delivered to, or for the account or benefit
of, U.S. persons pursuant to restrictions under the U.S. federal securities laws. See ``Book-Entry, Delivery
and Form''.
We accept responsibility for the information contained in this offering memorandum. To the best of our
knowledge and belief (having taken reasonable care to ensure that such is the case), the information
contained in this offering memorandum is in accordance with the facts in all material respects and does not
omit anything likely to affect the import of such information in any material respect. We accept
responsibility accordingly.
Prospective investors should rely only on the information contained in the offering memorandum. None of
the Company or the Initial Purchasers has authorized anyone to provide prospective investors with
different information, and prospective investors should not rely on any such information. None of the
Company, the Guarantors or the Initial Purchasers is making an offer of these notes in any jurisdiction
where this offer is not permitted. Prospective investors should not assume that the information contained
in this offering memorandum is accurate as of any date other than the date on the front of this offering
memorandum. This offering memorandum may only be used for the purposes for which it has been
prepared.
IN CONNECTION WITH THIS ISSUE, 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 TERMS OF THE OFFER OF THE
NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT MUST END NO LATER
THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES AND
60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZING
ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING MANAGER (OR
iii

PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
``PLAN OF DISTRIBUTION''.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This offering memorandum has been prepared on the basis that all offers of the notes will be made
pursuant to an exemption under Article 3 of Directive 2003/71/EC (the ``Prospectus Directive'', as
implemented in Member States of the European Economic Area (the ``EEA'') and any amendments
thereto, including Directive 2010/73/EV, from the requirement to produce and publish a prospectus for
offers of the notes. Accordingly, any person making or intending to make any offer within the EEA of the
notes should only do so in circumstances in which no obligations arise for us or any of the Initial
Purchasers to produce a prospectus for such offer. Neither we nor the Initial Purchasers have authorized,
nor do we or they authorize, the making of any offer of notes through any financial intermediary, other
than offers made by the Initial Purchasers, which constitute a final placement of the notes contemplated in
this offering memorandum.
PRIIPs Regulation / Prohibition of sales to EEA retail investors.
The Notes 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
Directive 2014/65/E.U. (as amended, ``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 (E.U.) 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.
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/E.U. (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 manufacturers' 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 manufacturers' target market assessment) and determining
appropriate distribution channels.
NOTICE TO CERTAIN OTHER EUROPEAN INVESTORS
Spain
This offering has not been registered with the Comisi´
on Nacional del Mercado de Valores (``CNMV'') and
therefore the notes may not be offered or sold or distributed to persons in Spain except in circumstances
which do not qualify as a public offer of securities in Spain in accordance with article 35 of the Securities
Market Act (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la
Ley del Mercado de Valores), as amended and restated, or pursuant to an exemption from registration in
accordance with Royal Decree 1310/2005 as amended (Real Decreto 1310/2005, de 4 de noviembre, por el
que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisi´
on a
negociaci´
on de valores en mercados secundarios oficiales, de ofertas p´
ublicas de venta o suscripci´
on y del
folleto exigible a tales efectos), and any regulations developing it which may be in force from time to time.
United Kingdom
This offering memorandum is for distribution only to, and is directed solely at, persons who (i) are outside
the United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ``Financial
Promotion Order''), (iii) are persons falling within Articles 49(2)(a) to (d) of the Financial Promotion
Order or (iv) are persons to whom an invitation or inducement to engage in investment banking activity
iv

(within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the ``FSMA'')) in
connection with the issue or sale of any notes may otherwise be lawfully communicated or caused to be
communicated (all such persons together being referred to as ``relevant persons''). This offering
memorandum is directed only at relevant persons and must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which this offering memorandum relates
is available only to relevant persons and will be engaged in only with relevant persons. Any person who is
not a relevant person should not act or rely on this offering memorandum or any of its contents.
The Netherlands
For selling restrictions in respect of the Netherlands, see ``--Notice to Investors in the European
Economic Area'' above and in addition:
Each Initial Purchaser has represented and agreed that it will not make an offer of the notes which are the
subject of the offering contemplated by this offering memorandum to the public in the Netherlands in
reliance on Article 3(2) of the Prospectus Directive unless such offer is made exclusively to legal entities
which are qualified investors (as defined in the Dutch Financial Markets Supervision Act (Wet op het
financieel toezicht, the ``NLFMSA'')) in the Netherlands.
For the purposes of this provision, the expressions (i) an ``offer of the notes to the public'' in relation to
any notes in the Netherlands; and (ii) ``Prospectus Directive'', have the meaning given to them above in the
paragraph headed ``--Notice to Investors in the European Economic Area''.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.
v

USE OF TERMS AND CONVENTIONS
Unless otherwise specified or the context requires otherwise in this offering memorandum:
·
references to ``2023 Indenture'' are to the indenture governing the 2023 notes and dated May 11,
2016;
·
references to ``2023 notes'' are to the A500.0 million aggregate principal amount of 3.50% senior
secured notes due 2023 issued by Gestamp Funding Luxembourg S.A. pursuant to the 2023 Indenture;
·
references to ``Acek'' are to our majority shareholder Acek, Desarrollo y Gesti´
on Industrial, S.L.
(formerly named Corporaci´
on Gestamp, S.L.);
·
references to ``ArcelorMittal Group'' are to ArcelorMittal S.A. and its subsidiaries, a previous
shareholder of Gestamp (until February 2016), that also has a relationship with the Grupo Acek
through its 35% equity ownership of Gonvarri. The relationship is primarily related to the purchase of
steel;
·
references to ``Asia'' are to China, India, South Korea, Japan, Thailand and Taiwan;
·
references to ``Bank of America loan'' are to the facility agreement, dated March 21, 2012, entered
into by, amongst others, the Company and Bank of America, N.A., Sucursal en Espa~
na, for a
maximum amount of A60.0 million. This loan has been fully repaid;
·
references to ``CAGR'' are to compound annual growth rate;
·
references to ``Collateral'' are to share charges securing the notes (See ``Summary--Summary
Corporate and Financing Structure'' and ``Description of the Notes--Security'');
·
references to ``Company'' or ``Issuer'' are to Gestamp Automoci´
on, S.A.;
·
references to ``Eastern Europe'' are to Russia, Poland, Hungary, Slovakia, the Czech Republic and
Turkey;
·
references to ``EIB Loan'' are to the financing agreement entered into by the Company and the
European Investment Bank on June 15, 2016 for an amount of A160.0 million;
·
references to ``E.U.'' are to the European Union;
·
references to ``EUR,'' ``Euro(s),'' ``Euro(s),'' and ``A'' are to the currency of those countries in the
European Union that form part of the common currency of the Euro;
·
references to ``Existing Debt Facilities'' are to 2016 MARF Commercial Paper Program, the EIB Loan
and our other interest bearing loans and borrowings (See ``Description of Other Indebtedness--
Existing Debt Facilities'');
·
references to ``GBP'', ``pound(s)'' and ``£'' are to the currency of the United Kingdom;
·
references to ``Gestamp'', ``Gestamp Automoci´
on'', ``we'', ``us'' and ``our'' are to Gestamp
Automoci´
on, S.A. together with its consolidated subsidiaries;
·
references to ``Gonvarri'' are to Holding Gonvarri, S.L., together with its consolidated subsidiaries, an
industrial group controlled by Acek that has two main activities: (i) steel services, through the
subgroup headed by Gonvarri Corporaci´
on Financiera, S.L. and (ii) manufacturing of metal
components for renewable energy plants, through the subgroup headed by GRI Renewable Industries,
S.L.;
·
references to ``Grupo Acek'' are to Acek together with its subsidiaries;
·
references to ``Guarantees'' are to the unconditional guarantees of the notes to be granted by certain
of the Company's subsidiaries, more specifically set out in ``Summary--Summary Corporate and
Financing Structure'';
·
references to ``Guarantors'' are to the Company's subsidiaries that will unconditionally guarantee the
notes (See ``Summary--The Offering--Guarantors'');
·
references to ``IFRS'' are to the International Financial Reporting Standards promulgated by the
International Accounting Standards Board and as adopted by the European Union;
·
references to ``Indenture'' are to the indenture governing the notes to be dated the Issue Date;
vi

·
references to ``Initial Purchasers'' are to Deutsche Bank AG, London Branch, CaixaBank, S.A., Banco
Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Bankia, S.A., BNP Paribas, Merrill Lynch
International, Soci´
et´
e G´
en´
erale, Banco de Sabadell, S.A., Banca March, S.A. and Commerzbank
Aktiengesellschaft;
·
references to ``North America'' are to the United States and Mexico;
·
references to ``notes'' are to the A400.0 million 3.25% Senior Secured Notes due 2026 offered
hereunder;
·
references to ``Refinancing Transactions'' are to the issuance of the notes offered hereby and the
application of proceeds as set out in ``Use of Proceeds'';
·
references to ``Senior Facilities'' are to the senior term facilities and the revolving credit facility made
available under the Senior Facilities Agreement;
·
references to ``Senior Facilities Agreement'' are to the senior facilities agreement dated April 19, 2013
as amended through the date hereof, entered into between, among others, Gestamp Automoci´
on as
the company and original borrower, Gestamp Funding Luxembourg, S.A. as original borrower, various
subsidiaries of Gestamp Automoci´
on as original guarantors, the original lenders listed therein, and
Deutsche Bank AG, London Branch as agent and as security agent;
·
references to ``South America'' are to Brazil and Argentina;
·
references to ``U.K.'' are to the United Kingdom;
·
references to ``US'', ``U.S.'' and ``United States'' are to the United States of America;
·
references to ``U.S.$'', ``Dollar(s)'' and ``$'' are to the currency of the United States of America; and
·
references to ``Western Europe'' are to Spain, Portugal, France, the United Kingdom, Germany,
Sweden, Belgium and Luxembourg.
Please also refer to page 255 for a ``Glossary of Technical Terms'' used in this offering memorandum.
vii

FORWARD-LOOKING STATEMENTS
This offering memorandum includes forward-looking statements. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms ``believes'', ``estimates'',
``anticipates'', ``expects'', ``intends'', ``may'', ``will'' or ``should'' or, in each case, their negative, or other
variations or comparable terminology. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this offering memorandum including,
without limitation, in the sections captioned ``Risk Factors'', ``Use of Proceeds'', ``Business'', and
``Operating and Financial Review and Prospects'', and include statements regarding our intentions, beliefs
or current expectations concerning, among other things, our results of operations, financial condition,
liquidity, prospects, growth, strategies and the industry in which we operate.
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. We caution you that forward-
looking statements are not guarantees of future performance and that our actual results of operations,
financial condition and liquidity, and the development of the industry in which we operate may differ
materially from those made in or suggested by the forward-looking statements contained in this offering
memorandum. In addition, even if our results of operations, financial condition and liquidity, and the
development of the industry in which we operate 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:
·
our international operations, including in relation to compliance with anti-corruption laws, regulations
and economic sanctions programs;
·
the loss of customers and/or the inability to realize revenues;
·
volatility in raw material and energy prices;
·
risks associated with our joint ventures, certain of which we do not control;
·
risks associated with investment in markets in which we expect growth;
·
difficulties in connection with program launches and integration and consolidation;
·
our inability to offset price concessions or additional costs;
·
the costs in relation to construction, maintenance and closing of plants, including mechanical failures,
equipment shutdowns and interruptions to the supply of utilities;
·
risks on the conduct of our business as a result of a failure to comply with restrictive covenants under
our credit facilities;
·
risks associated with foreign exchange fluctuations;
·
risks associated with the adequacy of our hedging arrangements;
·
risks associated with the capital expenditure needs of our on-going operations;
·
risks associated with tax liability in the jurisdictions in which we operate;
·
the inability for us or our customers or suppliers to obtain and maintain sufficient capital financing;
·
disruptions to the automotive supply chain;
·
increased or more pronounced cyclicality in the automobile industry;
·
risks related to a shift away from technologies in which we invest;
·
increased competition and/or shifts in demand for certain vehicles and products;
·
legal, regulatory, product liability and/or health and safety issues;
·
economic downturns or continued or increased weakness in the global economy and restricted access
to financing;
·
continued uncertainties and challenging political conditions in Spain, Brexit, the European economy
and the Euro;
·
risks associated with acquisitions;
viii

·
inaccuracies in our estimates of return on investment;
·
changes in regulation;
·
loss of key executives and availability of labor and workforce; and
·
other risks and uncertainties inherent in our business and the world economy.
We urge you to read the sections of this offering memorandum entitled ``Risk Factors'', ``Operating and
Financial Review and Prospects'' and ``Business'' for a more complete discussion of the factors that could
affect our future performance and the industry in which we operate. In light of these risks, uncertainties
and assumptions, the forward-looking events described in this offering memorandum may not occur.
We provide a cautionary discussion of risks and uncertainties under ``Risk Factors'' contained elsewhere in
this offering memorandum. These are factors that we think would cause our actual results to differ
materially from expected results. Other factors besides those listed there could also adversely affect us.
Investors are cautioned not to place undue reliance on our forward-looking statements, which speak only
as of the date hereof. We undertake no obligation to publicly update or publicly revise any forward-looking
statement, whether as a result of new information, future events or otherwise. All subsequent written and
oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified
in their entirety by the cautionary statements referred to above and contained elsewhere in this offering
memorandum.
ix