Obbligazione ACI AIRPORT SUDAMRICA S.A 6.875% ( US00102JAA34 ) in USD

ACI AIRPORT SUDAMRICA S.A

106 USD ⇌

Spagna

US00102JAA34 ( in USD )

6.875% per anno ( pagato 2 volte l'anno)

29/11/2032

Prospetto opuscolo dell'obbligazione ACI AIRPORT SUDAMRICA S.A US00102JAA34 en USD 6.875%, scadenza 29/11/2032

00102JAA3

N/A

29/11/2024 ( In 125 giorni )

The Obbligazione issued by ACI AIRPORT SUDAMRICA S.A ( Spain ) , in USD, with the ISIN code US00102JAA34, pays a coupon of 6.875% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 29/11/2032

L I S T I N G M E M O R A N D U M

ACI Airport SudAmérica, S.A.
US$200,000,000
6.875% Senior Secured Guaranteed Notes due 2032
Issue Price: 97.168%
This listing memorandum relates to notes to be issued by ACI Airport SudAmérica, S.A. (the "Issuer"), a corporation (sociedad
anónima) organized under the laws of Spain and fully and unconditionally guaranteed by Cerealsur S.A. ("Cerealsur"), a
corporation (sociedad anónima) organized under the laws of Uruguay and a wholly-owned subsidiary of the Issuer and, if and
when issued, Puerta del Sur S.A. ("PdS"), a corporation (sociedad anónima) organized under the laws of Uruguay, and a wholly-
owned subsidiary of Cerealsur. The notes will have a final maturity on November 29, 2032 and will bear interest at a rate of
6.875% per annum, which will be paid semi-annually in arrears on May 29 and November 29, commencing on November 29,
2015. The principal of the notes will be repaid in 34 installments on May 29 and November 29, commencing on May 29, 2016.
The Issuer may redeem some or all of the notes at any time or from time to time on or after November 29, 2022 at the redemption
prices specified in this listing memorandum. In addition, at any time or from time to time prior to November 29, 2022, the Issuer
may redeem the notes at a price equal to 100% of the principal amount plus a "make-whole" premium. The Issuer may also
redeem the notes upon certain changes in tax laws. The Issuer will be required to offer to redeem the notes upon certain events
constituting a "Change of Control" as defined herein.
The obligations of the Issuer and Cerealsur will be secured by (i) a pledge of all of the shares in PdS (ii) a pledge of all of the
shares in Cerealsur, (iii) an account of Cerealsur into which certain dividend payments and other distributions from PdS to
Cerealsur will be deposited and all amounts deposited therein, (iv) an account of the Issuer into which all dividend payments and
other distributions from Cerealsur to the Issuer will be deposited and all amounts deposited therein and (v) a debt service reserve
account and all the amounts deposited therein (collectively, the "Collateral"). The obligations of PdS under its guarantee, if and
when issued, will be unsecured.
The notes will be senior secured obligations of the Issuer and will rank equally in right of payment with all of the Issuer's
existing and future obligations that are not subordinated to the notes, senior in right of payment to all existing and future
obligations of the Issuer that are subordinated to the notes, senior in right of payment to all existing and future unsecured
indebtedness of the Issuer to the extent of the value of the Collateral and, until such time as PdS becomes a guarantor, will be
structurally subordinated to the obligations of PdS. The guarantee issued by Cerealsur will be a senior secured obligation of
Cerealsur and will rank equally in right of payment with all of Cerealsur's existing and future obligations that are not
subordinated to such guarantee, senior in right of payment to all existing and future subordinated indebtedness of Cerealsur,
senior in right of payment to all existing and future unsecured indebtedness of Cerealsur to the extent the value of the Collateral
and, until such time as PdS becomes a guarantor, will be structurally subordinated to the obligations of PdS. If and when issued,
the guarantee issued by PdS will be a senior unsecured obligation of PdS and will rank equally in right of payment with all of
PdS's existing and future obligations that are not subordinated to such guarantee, senior in right of payment to all existing and
future subordinated indebtedness of PdS, and equally in right of payment with all existing and future unsecured indebtedness of
PdS. On the issue date, Cerealsur will be the only guarantor of the notes.
See "Risk factors" beginning on page 19 for a discussion of certain risks you should consider in
connection with an investment in the notes.
The notes and the guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or under any state securities laws. The notes will be offered solely to (1) qualified institutional buyers (as
defined in Rule 144A under the Securities Act) and (2) persons outside the United States in compliance with Regulation S under
the Securities Act. See "Transfer Restrictions."
There is currently no public market for the notes. The Issuer has applied to list the notes on the Official List of the Luxembourg
Stock Exchange for trading on the Euro MTF Market.
The Issuer expects that delivery of the notes will be made to investors in book-entry form through the facilities of The Depository
Trust Company for the accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream
Banking, société anonyme, on May 7, 2015.
Nomura

BofA Merrill Lynch
May 8, 2015

In making your investment decision, you should rely only on the information contained in this listing memorandum.
The Issuer and the initial purchasers have not authorized anyone to provide you with any other information. If you
receive any other information, you should not rely on it.
The Issuer and the initial purchasers are offering to sell the notes only in jurisdictions where offers and sales are
permitted.
This listing memorandum constitutes a prospectus for purposes of Luxembourg law on prospectus securities dated
July 10, 2005, as amended.
You should not assume that the information contained in this listing memorandum is accurate at any date other than
the date on the front cover of this listing memorandum. Neither the delivery of this listing memorandum nor any sale
made hereunder shall, under any circumstances, imply that the information in this listing memorandum is correct as
of any date subsequent to the date on the cover of this listing memorandum.
TABLE OF CONTENTS

Page
Page
Summary.................................................................. 1
Taxation ............................................................... 138
Risk Factors ............................................................19
Certain ERISA Considerations .............................. 149
Use of Proceeds .......................................................36
Limitations on Validity and Enforceability of the
Capitalization ..........................................................37
Guarantees and Security Interests and Certain
Other Insolvency Considerations ..................... 151
Exchange Rates .......................................................38
Transfer Restrictions ............................................. 160
Selected Consolidated Financial Data ......................39
Plan of Distribution .............................................. 163
Management's Discussion and Analysis of
Financial Condition and Results of Operations ...41
Legal Matters ....................................................... 167
Business ..................................................................59
Independent Accountants ...................................... 167
The Concession Agreement .....................................74
Independent Consultant ........................................ 167
Management............................................................82
Listing and General Information ........................... 168
Principal Shareholders and Corporate Information ...86
Index to Special Consolidated and Separate

Financial Statements of Cerealsur S.A. ............. F-1
Certain Relationships and Related Party
Transactions ......................................................92
Annex A Summary of Significant Differences

between Uruguayan GAAP and IFRS .............. A-1

Description of the Notes ..........................................94
Annex B Report of ICF International .................. B-1
Book-Entry; Settlement and Clearance ................... 135
_____________________
Unless otherwise indicated or the context otherwise requires, all references in this listing memorandum to:
·
the "Issuer," "we," "us" and "our" are to ACI Airport SudAmérica, S.A., a sociedad anónima organized under
the laws of Spain, the Issuer of the notes offered hereby;
·
"Cerealsur" and the "Company" are to Cerealsur S.A., a sociedad anónima organized under the laws of
Uruguay, together with Puerta del Sur S.A., its consolidated subsidiary;
·
"PdS" are to Puerta del Sur S.A., a sociedad anónima organized under the laws of Uruguay, and a direct
subsidiary of Cerealsur;
·
"Spain" are to the Reino de España;
·
"Uruguay" are to the República Oriental del Uruguay;
·
"Uruguayan government" are to the government of Uruguay;
i

·
"" and "euro" are to the single currency introduced at the third stage of the European Monetary Union pursuant
to the Treaty establishing the European Community, as amended;
·
"ROU$" and "Uruguayan pesos" are to the lawful currency of Uruguay; and
·
"US$" and "U.S. dollars" are to the lawful currency of the United States of America.
_____________________

This listing memorandum has been prepared by the Issuer solely for use in connection with the proposed
offering of the notes described in this listing memorandum. This listing memorandum may only be used for
the purpose for which it has been prepared. The Issuer accepts responsibility for the information contained in
this listing memorandum. To the best knowledge of the Issuer (having taken all reasonable care to ensure that
such is the case), the information contained in this listing memorandum is in accordance with the facts and
does not omit anything likely to affect the import of such information.
The initial purchasers make no representation or warranty, expressed or implied, as to the accuracy or completeness
of the information contained in this listing memorandum. Nothing contained in this listing memorandum is, or shall
be relied upon as, a promise or representation by the initial purchasers as to the past or future.
Neither the Issuer nor the initial purchasers are making an offer to sell the notes in any jurisdiction except where
such an offer or sale is permitted. You must comply with all applicable laws and regulations in force in your
jurisdiction and you must obtain any consent, approval or permission required by you for the purchase, offer or sale
of the notes under the laws and regulations in force in your jurisdiction to which you are subject or in which you
make such purchase, offer or sale and neither the Issuer nor the initial purchasers will have any responsibility
therefore.
The Issuer is relying upon an exemption from registration under the Securities Act for an offer and sale of securities
which do not involve a public offering. By purchasing notes, you will be deemed to have made certain
acknowledgments, representations and agreements as set forth under "Transfer Restrictions." The notes are subject
to restrictions on transfer and resale and may not be transferred or resold except as permitted under the Securities
Act and applicable state securities laws pursuant to registration or exemption therefrom. As a prospective purchaser,
you should be aware that you may be required to bear the financial risks of your investment for an indefinite period
of time.
None of the U.S. Securities and Exchange Commission (the "SEC"), any U.S. state securities commission or any
other regulatory authority in the United States or elsewhere has approved or disapproved the notes, nor have any of
the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this
listing memorandum. Any representation to the contrary is a criminal offense.
In making an investment decision, prospective investors must rely on their own examination of the Issuer, Cerealsur,
the Collateral and the terms of this offering, including the merits and risks involved. Prospective investors should
not construe anything in this listing memorandum as legal, business or tax advice. Each prospective investor should
consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted
to purchase the notes under applicable legal, investment or similar laws or regulations.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ("RSA")
WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
ii

RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER
OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

ENFORCEMENT OF CIVIL LIABILITIES
Spain
A final judgment obtained against the Issuer outside of Spain (and, in particular, in the United States), but other than
in a country bound by the provisions of Regulation (EU) No. 1215/2012 of the European Parliament and of the
European Council of December 12, 2012 on jurisdiction and the recognition and enforcement of judgments in civil
and commercial matters, would be recognized and enforced by the courts of Spain (unless such judgment
contravenes principles of Spanish public policy) pursuant to the following regimes:
·
According to the provisions of any applicable treaty (there being none currently in existence between Spain and
the United States for these purposes).
·
In the absence of any such treaty, if it could be proven that the jurisdiction in which the foreign judgment was
rendered recognizes Spanish judgments on a reciprocal basis (positive reciprocity) and provided that certain
minimum conditions are met (among others, that the matter is not exclusively subject to Spanish jurisdiction,
does not infringe public policy and does not contradict a previous Spanish judgment). If it could be proven
(usually by the defendant) that the U.S. jurisdiction in which the judgment was obtained does not recognize
judgments issued by Spanish courts, then the Spanish courts would not recognize the U.S. judgment in Spain
(negative reciprocity).
·
In the absence of any such treaty and where reciprocity has not been evidenced (and, according to certain court
precedents, even if positive reciprocity has been evidenced), the judgment would be enforced in Spain if it
satisfies all of the following requirements in compliance with article 954 of the Spanish Civil Procedure Law of
1881 as interpreted by case law:
(i)
the judgment is rendered as a result of an action in personam as opposed to an action in rem;
(ii)
the judgment is not contrary to Spanish public policy and the obligation to be fulfilled is legal in
Spain;
(iii) the documentation prepared for the purposes of requesting the enforcement meets all the legal
requirements under the law of the jurisdiction in which the judgment was rendered in order to be
considered an authentic judgment and it also meets all requirements under the laws of Spain to be
admitted (the judgment is final, and a literal, authentic, sworn Spanish translation and apostilled
copy is provided);
(iv) there is not a pending proceeding between the same parties and in relation to the same issues in
Spain;
(v)
there is not a judgment rendered between the same parties and for the same cause of action in Spain
or in another country; provided that the judgment has been recognized in Spain;
(vi) when rendering the judgment, the courts rendering it did not infringe an exclusive ground of
jurisdiction provided for under Spanish law or based their jurisdiction on exorbitant grounds and the
choice of court is not fraudulent; and
(vii) the rights of defense of the defendant were protected where rendering the judgment, including, but
not limited to, a proper service of process carried out with sufficient time for the defendant to
prepare its defense.
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Any party wishing to have a judgment rendered by a U.S. court recognized or enforced in Spain must file an
application seeking declaration of enforceability of such U.S. judgment (exequatur) with the relevant Spanish Judge
of First Instance (Juzgado de Primera Instancia) or Commercial Court (Juzgado de lo Mercantil).
The Spanish courts may express any such order in a currency other than euro in respect of the amount due and
payable by the Issuer, but in case of enforcement in Spain, the court costs and interest will be paid in euros.
Any judgment obtained against the Issuer in any country bound by the provisions of Regulation (EU) No. 1215/2012
of the European Parliament and of the European Council of December 12, 2012 on jurisdiction and the recognition
and enforcement of judgments in civil and commercial matters would be recognized and enforced in Spain in
accordance with the terms set forth thereby.
The enforcement of any judgment in Spain entails, among others, the following actions and costs: (a) translation fees
for documents in a language other than Spanish, which must be accompanied by a sworn translation into Spanish;
(b) certain professional fees for the verification of the legal authority of a party litigating in Spain, if needed;
(c) judicial tax and fees; and (d) the procedural acts of a party litigating in Spain must be directed by an attorney at
law and the party must be represented by a court agent (procurador). In addition, Spanish civil proceedings rules
cannot be amended by agreement of the parties and will therefore prevail notwithstanding any provision to the
contrary in the indenture or the notes.
Uruguay
Each of Cerealsur and PdS is organized under the laws of Uruguay, and all of their respective directors and
executive officers reside outside the United States. In addition, all of their respective assets (other than certain
offshore accounts) and a substantial portion of the assets of these persons are located in Uruguay. As a result, it may
not be possible for investors to effect service of process outside Uruguay upon any of their respective directors or
officers, or to enforce against Cerealsur or PdS in U.S. courts judgments predicated solely upon the civil liability
provisions of the U.S. federal securities laws and/or other non-Uruguayan laws. In addition, Guyer & Regules, our
Uruguayan counsel, has advised us that there is doubt as to whether the courts of Uruguay would enforce in all
respects, to the same extent and in as timely a manner as a U.S. or other non-Uruguayan court, an original action
predicated solely upon the civil liability provisions of the U.S. federal securities laws or other non-Uruguayan laws,
and that the enforceability in Uruguay courts of judgments of U.S. or other non-Uruguayan courts predicated upon
the civil liability provisions of the U.S. federal securities laws or other non-Uruguayan laws will be subject to
compliance with certain requirements under Uruguayan law, including the condition that any such judgment does
not violate Uruguayan public policy (orden público).
Subject to the foregoing, a final and conclusive judgment against Cerealsur or PdS obtained outside of Uruguay
(and, in particular, in the United States) would be recognized, conclusive and enforceable against Cerealsur or PdS
in the courts of Uruguay without re-examination of the merits of the case in respect of which such judgment was
given or re-litigation of the merits adjudicated upon; provided that an exequatur proceeding is followed before the
Uruguayan Supreme Court and the judgment complies with the requirements of applicable Uruguayan law for its
enforcement. The exequatur proceeding will proceed under the following conditions:
·
If there is a treaty between Uruguay and the country where the judgment was rendered, pursuant to the
provisions of such treaty. On the date of this listing memorandum, Uruguay is not a party to any treaty with the
United States of America with respect to the enforcement in Uruguay of judgments by a U.S. court.
·
If there is no treaty, if such judgment:
(i)
complies with all formalities required for the enforceability thereof under the laws of the country
where the same was issued;
(ii)
together with related documents, has been translated into Spanish (if applicable) and satisfies the
authentication requirements of Uruguayan law;
(iii)
was issued by a competent tribunal under the laws of Uruguay after valid service of process upon
the parties to the action;
iv

(iv)
was issued after an opportunity was given to the defendant to present its defense;
(v)
is not subject to appeal; and
(vi)
is not against Uruguayan public policy (orden público).
In addition, written evidence of compliance with items (iii) and (iv) above would be required to be presented to the
relevant court in Uruguay.
Upon compliance with the above, courts in Uruguay will enforce a final and conclusive judgment rendered by a U.S.
court in accordance with the procedure contemplated for the enforcement of final and conclusive foreign judgments
in the Uruguayan Civil Procedure Code.

FORWARD-LOOKING STATEMENTS
This listing memorandum includes forward-looking statements that reflect our current views with respect to future
events. The words "expects," "intends," "anticipates," "believes," "projects," "estimates" and similar expressions
identify forward-looking statements. These forward-looking statements are based upon estimates and assumptions
made by us and the Issuer that, although believed to be reasonable, are subject to certain known and unknown risks
and uncertainties. These risks and uncertainties include, among others, the following:
·
the early termination or revocation of the Concession Agreement (as defined below);
·
existing and future governmental regulations;
·
changes in the maximum tariffs PdS can charge;
·
changes in passenger and cargo volumes as compared with the forecasts contained in the ICF Report described
below;
·
changes in the demand for air travel;
·
natural disaster-related losses which may not be fully insurable;
·
the Company's ability to generate or obtain the requisite capital to fully develop and operate Carrasco
International Airport;
·
loss of, or non-performance of contractual obligations by, key customers;
·
general economic, political, demographic and business conditions in Uruguay and other geographic markets;
·
inflation, depreciation and devaluation of the ROU$ against the U.S. dollar;
·
changes in interest rates;
·
the ability of PdS to collect on its accounts receivable;
·
PdS's ability to pay dividends; and
·
various other factors, including those described under "Risk Factors."
All forward-looking statements contained in this listing memorandum are qualified in their entirety by these risks,
uncertainties and other factors. You are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of their respective dates. The Company and the Issuer disclaim any obligation or undertaking to
v

update or revise any forward-looking statement contained in this listing memorandum, whether as a result of new
information, future events or otherwise. Future events or circumstances could cause actual results to differ materially
from historical results or those anticipated.

vi

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
The Issuer was formed on January 22, 2015 and, accordingly, no historical financial information has been included
in this listing memorandum relating to the Issuer. Because the source of the funding for the payment of the notes
will be dividends received by the Issuer from Cerealsur, and Cerealsur will fully and unconditionally guarantee the
notes, we have included the financial statements of Cerealsur as described below in this listing memorandum.
This listing memorandum includes Cerealsur's audited special consolidated and separate financial statements as of
and for the 12-month period ended December 31, 2014, Cerealsur's audited special consolidated and separate
financial statements as of and for the 12-month period ended December 31, 2013 and Cerealsur's audited special
consolidated and separate financial statements as of and for the 12-month period ended December 31, 2012, all of
which have been audited by PricewaterhouseCoopers Ltda. ("PwC Uruguay"), a member firm of
PricewaterhouseCoopers, Cerealsur's independent accountants, whose audit reports with respect thereto are also
included in this listing memorandum.
Cerealsur's fiscal year ends on October 31 of each year. However, Cerealsur has prepared special separate and
consolidated financial statements for the 12-month period ended December 31 to conform to PdS's year-end, which
is December 31. For that reason, we refer to Cerealsur's audited financial statements included in this listing
memorandum as "special."
Cerealsur's audited consolidated and separate financial statements have been prepared in accordance with generally
accepted accounting principles in Uruguay ("Uruguayan GAAP"). Significant differences exist between Uruguayan
GAAP and International Financial and Reporting Standards ("IFRS") as issued by the International Accounting
Standards Board ("IASB"), which may be material to the financial information presented in this listing
memorandum. Such differences involve methods of measuring the amounts shown in the financial statements, as
well as additional disclosures. Cerealsur has not identified or quantified the effect of any such differences. See
"Annex ASummary of Certain Differences Between Uruguayan GAAP and IFRS" for a description of certain of
the significant differences between Uruguayan GAAP and IFRS.
In accordance with Uruguayan GAAP, Cerealsur must file consolidated financial statements reflecting its
consolidated subsidiary's financial results as well as separate financial statements without consolidating its
subsidiary. All financial information in this listing memorandum, which is derived from Cerealsur's audited
financial statements, is presented on a consolidated basis, unless otherwise noted. Cerealsur's consolidated financial
statements include the assets, liabilities and revenue of PdS, the only subsidiary controlled by Cerealsur, which
holds the concession rights related to the exploitation, management and operation of the Aeropuerto Internacional
de Carrasco ("Carrasco International Airport").
Cerealsur maintains its books and records in both Uruguayan pesos and U.S. dollars. Cerealsur's functional and
presentation currency is the U.S. dollar and, accordingly, its audited financial statements included in this listing
memorandum are presented in U.S. dollars.
The Company has translated certain amounts in this listing memorandum from Uruguayan pesos into U.S. dollars
using the commercial selling or buying rate as reported by the Banco Central de Uruguay ("Central Bank") as of
December 31, 2014. As a result of fluctuations in the Uruguayan peso/U.S. dollar exchange rate, this rate may not be
indicative of current or future exchange rates. As a result, you should not read these rate conversions as
representations that any amounts have been or could be converted into U.S. dollars at that or any other exchange
rates. See "Exchange Rates."
In this listing memorandum, references to "affiliated companies" are to companies that are related parties to the
Company based upon common ownership or common control by another party or person of the Company and such
related party.
Rounding
Rounding adjustments have been made to some of the tables in this listing memorandum. Accordingly, totals in
certain tables in this listing memorandum may differ from the sum of the individual items in those tables due to
rounding.
vii

Flight and Air Passenger Measurement Data
In this listing memorandum, when referring to air passenger volumes, the terms "passengers" and "passenger traffic"
refer to the sum of air passenger arrivals (inbound flights) and air passenger departures (outbound flights). The terms
"passenger arrivals" and "arrivals" refer to inbound flights only. The term "aircraft movements" refers to the sum of
inbound flights and outbound flights. The term "international passengers" refers to the passengers arriving (inbound
flights) and departing (outbound flights) on international flights. The term "domestic passengers" refers to
passengers (inbound and outbound) on flights within Uruguay.
References to "international passengers" for statistical purposes, means any passenger who embarks or disembarks
from a flight arriving from or departing to an international destination, including regional passengers. However,
references to "international passengers" with respect to the revenue they generate, means only passengers who
depart from Carrasco International Airport on a flight to an international destination including regional passengers.
References to "puente aéreo passengers" for statistical purposes, means any passenger who embarks or disembarks
from a flight arriving from or departing to Aeroparque Jorge Newbery Airport, in the City of Buenos Aires,
Argentina.
References to "total passengers," means to the sum of all arriving and departing passengers on commercial and
general aviation flights, including transit passengers. "Transit passengers" are those who are required to change
aircraft and generally disembark their aircraft and enter the terminal building. Because transit passengers generally
disembark their aircraft and enter the terminal building, they typically contribute to aeronautical services and non-
aeronautical revenue; however, the Company uses total passengers as a measure of passenger volume because transit
passengers do not represent a significant portion of PdS's total passengers. In 2014, transit passengers accounted for
approximately 1.9% of PdS's total passengers.
As used in this listing memorandum, "maximum rates" refers to the maximum amounts PdS is permitted currently to
charge for services rendered to airport passengers and aircraft operators pursuant to the terms of the Concession
Agreement (as defined below). The Defense Ministry (as defined below) may set fees for users of Carrasco
International Airport not foreseen in the Concession Agreement when the application of such regulations results in
better service for the airlines and the passenger.
Market and Industry Data and Forecasts
This listing memorandum includes market share and industry data and forecasts obtained from industry publications
and surveys and internal sources within the Company's group of companies. The review of passenger, cargo and
aircraft operation forecasts regarding Carrasco International Airport was prepared for Cerealsur by ICF SH&E, Inc.
(operating under the trade name ICF International, "ICF"), in a report dated January 21, 2015 (the "ICF Report").
Industry publications and surveys and forecasts generally state that the information contained therein has been
obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of
included information. Neither the Issuer nor the initial purchasers have independently verified any of the data from
third-party sources nor have they ascertained the underlying economic assumptions relied upon therein. Statements
as to the Company's market position are based on market data currently available to the Issuer. While the Issuer is
not aware of any misstatements regarding industry data presented in this listing memorandum, the Issuer's estimates
involve risks and uncertainties and are subject to change based on various factors, including those discussed under
"Risk Factors."
This listing memorandum contains certain statistical and other information regarding Carrasco International Airport.
This information has been derived or extracted, as noted in this listing memorandum, from official publications of
the Uruguayan Ministry of Defense (the "Defense Ministry").
This listing memorandum also includes certain demographic and tourism data that have been extracted or derived
from publications of the Airports International Council. All population data for Uruguay included in this listing
memorandum is based on estimated population data from the census for 2011 published by the Instituto Nacional de
Estadística de la República Oriental del Uruguay. All information included in this listing memorandum that is
identified as having been derived or extracted from these institutions is included in this listing memorandum on the
authority of such sources as public official documents.
viii

While the Issuer believes this information to be reliable, it has not been independently verified and neither the Issuer
nor the initial purchasers make any representation as to the accuracy and completeness of such information.
AVAILABLE INFORMATION
For so long as any notes are "restricted securities" within the meaning of Rule 144A(a)(3) under the Securities Act,
the Issuer will, during any period in which it is neither subject to Section 13 or 15(d) of the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b)
thereunder, provide to any holder or beneficial owner of such restricted securities or to any prospective purchaser of
such restricted securities designated by such holder or beneficial owner or to the trustee for the notes for delivery to
such holder, beneficial owner or prospective purchaser, in each case upon the request of such holder, beneficial
owner, prospective purchaser or the trustee, the information required to be provided by Rule 144A(d)(4) under the
Securities Act.
ix