Obligation Europcar Drive DAC 4.125% ( XS1706202592 ) en EUR

Europcar Drive DAC

69.68 % ⇌

France

XS1706202592 ( en EUR )

4.125% par an ( paiement semestriel )

15/11/2024

Prospectus brochure de l'obligation Europcar Drive DAC XS1706202592 en EUR 4.125%, échéance 15/11/2024

100 000 EUR

600 000 000 EUR

15/05/2024 ( Dans 25 jours )

L'Obligation émise par Europcar Drive DAC ( France ) , en EUR, avec le code ISIN XS1706202592, paye un coupon de 4.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/11/2024

LISTING PARTICULARS
Europcar Drive D.A.C.
600,000,000 4.125% Senior Notes due 2024
All obligations of Europcar Drive D.A.C. are to be assumed on the escrow release date by
Europcar Groupe S.A.
This document consists of the listing particulars (the "Listing Particulars") in connection with the
application to have the 600,000,000 aggregate principal amount of 4.125% Senior Notes due
2024 (the "Notes") issued by Europcar Drive D.A.C. (the "Issuer"), admitted to the Official List of
the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market. These Listing
Particulars supplement the Offering Memorandum dated October 18, 2017 (the "Offering
Memorandum") attached as Appendix 1. The Offering Memorandum, jointly with these Listing
Particulars, constitute a prospectus for the purpose of part IV of the Luxembourg law dated
July 10, 2005 on Prospectuses for Securities, as amended.
On page 250, (v) is added for "the Constitution of Europcar Drive D.A.C."
These Listing Particulars supplement, amend and modify the Offering Memorandum. These
Listing Particulars are provided only for the purpose of obtaining approval of admission of the
Notes to the Official List of the Luxembourg Stock Exchange and admission for trading on the
Euro MTF Market and shall not be used or distributed for any other purposes. These Listing
Particulars do not constitute an offer to sell, or a solicitation of an offer to buy, any of the Notes.
The Issuer accepts responsibility for the information contained in these Listing Particulars. To the
best of our knowledge, except as otherwise noted, the information contained in these Listing
Particulars is in accordance with the facts and does not omit anything likely to affect the import
of these Listing Particulars. These Listing Particulars may only be used for the purposes for which
they have been published.
Except as disclosed in the Offering Memorandum, there has been no material adverse change in
the Issuer's financial position or prospects occurring since the date of the Offering Memorandum
and the date of these Listing Particulars.
The Notes have not been, and will not be, registered under the United States Securities Act of
1933, as amended (the "Securities Act") or the securities laws of any state of the United States
or other jurisdiction, and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act
("Regulation S")), 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 Notes are being offered
and sold only to "qualified institutional buyers" ("QIBs") in reliance on Rule 144A of the
Securities Act ("Rule144A"). Prospective purchasers that are QIBs are hereby notified that the
seller of the Notes may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A. Outside the United States, the Notes are being offered
and sold to non-U.S. persons (as defined in Regulation S) in offshore transactions in reliance on
Regulation S.
The date of these Listing Particulars is November 2, 2017.

APPENDIX 1
Offering Memorandum dated October 18, 2017

OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
Europcar Drive D.A.C.
600 million 4.125% Senior Notes due 2024
Offering Price: 100.000% plus accrued interest, if any, from the issue date
Europcar Drive D.A.C., a designated activity company incorporated under the laws of Ireland (the "SPV Issuer"), is offering (the "Offering")
600 million in aggregate principal amount of its 4.125% Senior Notes due 2024 (the "Notes"). The Notes will be offered under an
indenture (the "Indenture"). The Notes will bear interest at a rate of 4.125% per annum. Interest on the Notes will be payable
semi-annually on May 15 and November 15, of each year, beginning on May 15, 2018.
A portion of the gross proceeds from the Offering, representing an amount of 400 million (the "Escrow Amount"), will be deposited into
a segregated escrow account (the "Escrow Account") and will not be released until the date on which certain conditions precedent are
satisfied (the "Completion Date"). In addition, an amount of cash to be provided by Europcar Groupe S.A., a limited liability corporation
(société anonyme) organized under the laws of France ("EGSA"), to the SPV Issuer will be added to the Escrow Account to ensure that the
total amount of funds will be sufficient to pay the redemption price for the Notes on the Special Mandatory Redemption Date (as defined
below). The conditions to the release of escrow include the consummation of the acquisition of Car Rentals Topco S.L. and its subsidiaries
("Goldcar") by EGSA, as successor issuer of the Notes.
The remaining portion of the gross proceeds from the Offering, representing an amount of 200 million, will be lent (the "Proceeds
Loan") to EGSA for purposes of the refinancing of certain indebtedness.
The Escrow Account will be pledged on a first-ranking basis, and the Proceeds Loan will be assigned by way of security, in favor of the
Notes Security Agent for the benefit of the Trustee (each as defined herein) and the holders of the Notes, in each case, until the
Completion Date or the Special Mandatory Redemption Date, as applicable. Until the Completion Date or the Special Mandatory
Redemption Date, as applicable, the Notes will be limited recourse obligations of the SPV Issuer only and will be limited in recourse to the
funds held in the Escrow Account and to the assigned rights in the Proceeds Loan.
On the Completion Date, (i) the escrowed funds will be paid to EGSA, (ii) EGSA will assume all of the obligations of the SPV Issuer under
the Indenture and the Notes, (iii) the SPV Issuer will be released from all obligations under the Notes and the Indenture, and (iv) the
Proceeds Loan will be extinguished.
If the conditions to the release of the proceeds from escrow have not been satisfied on or prior to March 31, 2018 or upon the occurrence
of certain other events (March 31, 2018 or the date of any such events, the "Escrow Longstop Date"), the SPV Issuer will be required to
redeem (the "Special Mandatory Redemption") a portion of the Notes, not later than five business days after such date (the "Special
Mandatory Redemption Date"), in an aggregate principal amount of 400 million at a price equal to the Escrow Amount plus accrued and
unpaid interest and additional amounts, if any, to the date of redemption. Concurrently with the completion of any Special Mandatory
Redemption, (i) EGSA will assume all of the obligations of the SPV Issuer under the Notes that will not have been redeemed pursuant to
such Special Mandatory Redemption (ii) the SPV Issuer will be released from all obligations under the Notes and (iii) the Proceeds Loan will
be extinguished. See "Use of Proceeds" and "Description of the Notes--Escrow of Proceeds, Proceeds Loan and Special Mandatory
Redemption."
Upon the Completion Date or the Special Mandatory Redemption Date, as applicable, the Notes will be senior obligations of EGSA and will
be secured by a second-ranking pledge of the shares of Europcar International S.A.S.U., a wholly owned subsidiary of EGSA, that are held
by EGSA, which pledge will rank junior to the pledge securing EGSA's senior revolving credit facility but equally with the pledge of such
shares securing the Existing Parent Notes (as defined herein). The Notes will rank equally in right of payment with all existing and future
senior indebtedness of EGSA, including indebtedness incurred under EGSA's senior revolving credit facility.
Prior to November 15, 2020, EGSA will be entitled, at its option, to redeem all or part of the Notes by paying the relevant "make-whole"
premium. At any time on or after November 15, 2020, EGSA may redeem at its option all or part of the Notes by paying a specified
premium. In addition, prior to November 15, 2020, EGSA may redeem at its option up to 40% of the principal amount of the Notes with
the net proceeds from certain equity offerings, if at least 60% of the principal amount of the Notes remains outstanding. If EGSA
undergoes a change of control or sells certain of its assets, EGSA may be required to make an offer to purchase the Notes. In the event of
certain developments affecting taxation, EGSA may redeem all, but not less than all, of the Notes of a price equal to 100% of the principal
amount thereof plus accrued and unpaid interest to the date of redemption and additional amounts, if any.
This offering memorandum (the "Offering Memorandum") includes information on the terms of the Notes, including redemption and
repurchase prices, collateral, covenants and transfer restrictions.
Application has been made to have the Notes admitted for listing on the Official List of the Luxembourg Stock Exchange and admitted for
trading on the Euro MTF Market (the "Euro MTF Market").
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 47 and Section 2 "Risk Factors" beginning on
page 63 in Exhibit A to this Offering Memorandum
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
securities laws of any state of the United States or other jurisdiction, and may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")), 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
only being made to "qualified institutional buyers" ("QIBs") in reliance on Rule 144A of the Securities Act ("Rule144A"). Prospective
purchasers that are QIBs are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5
of the Securities Act provided by Rule 144A. Outside the United States, the Offering is being made to non-U.S. persons (as defined in
Regulation S) in offshore transactions in reliance on Regulation S. See "Important Information About This Offering Memorandum," "Plan
of Distribution" and "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions.
We expect the delivery of the Notes will be made to investors in book-entry form through Euroclear and Clearstream on or about
November 2, 2017 against payment in immediately available funds.
Global Coordinators and Joint Bookrunners
Deutsche Bank
Crédit Agricole CIB
BofA Merrill Lynch
Joint Bookrunners
BNP PARIBAS
Goldman Sachs International
HSBC
Lloyds Bank
Natixis
NatWest Markets
The date of this Offering Memorandum is October 18, 2017.

Table of Contents
Page
Page
Important Information about this
Principal Shareholders . . . . . . . . . . . . . .
90
Offering Memorandum . . . . . . . . . . . .
ii
Description of Certain Europcar
Notices to Certain European
Financing Arrangements and
Residents . . . . . . . . . . . . . . . . . . . . . . . .
iv
Acquisition Financing . . . . . . . . . . . . .
91
Errata . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
Description of the Notes . . . . . . . . . . . .
117
Use of Terms and Conventions;
Book-Entry, Delivery and Form . . . . . . .
198
Presentation of Financial and Other
Tax Considerations . . . . . . . . . . . . . . . . .
203
Information . . . . . . . . . . . . . . . . . . . . . .
xiii
Certain ERISA Considerations . . . . . . . .
214
Forward-Looking Statements . . . . . . . .
xx
Plan of Distribution . . . . . . . . . . . . . . . . .
218
Industry and Market Data . . . . . . . . . . .
xxiii
Transfer Restrictions . . . . . . . . . . . . . . . .
222
Currency Presentation and Exchange
Statutory and Independent
Rate Data . . . . . . . . . . . . . . . . . . . . . . .
xxiv
Auditors . . . . . . . . . . . . . . . . . . . . . . . . .
227
Summary . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Legal Matters . . . . . . . . . . . . . . . . . . . . . .
227
The Offering . . . . . . . . . . . . . . . . . . . . . . .
23
Where You Can Find Additional
Corporate Structure and Financing
Information . . . . . . . . . . . . . . . . . . . . . .
227
Arrangements . . . . . . . . . . . . . . . . . . . .
28
Enforceability of Judgments . . . . . . . . .
229
Summary Europcar Consolidated
Limitations on Validity and
Financial Information and Other
Enforceability of the Security
Data . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Interests and Certain Insolvency
Summary Goldcar Consolidated
Considerations . . . . . . . . . . . . . . . . . . .
232
Financial Information and Goldcar
Listing and General Information . . . . . .
250
and Buchbinder Key Performance
Legal Information . . . . . . . . . . . . . . . . . .
252
Indicators and Other Data . . . . . . . . .
39
Europcar Drive D.A.C . . . . . . . . . . . . . . . .
253
Summary Unaudited Pro Forma
EGSA . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
255
Condensed Consolidated Financial
Index to Unaudited Pro Forma
Information . . . . . . . . . . . . . . . . . . . . . .
44
Condensed Consolidated Financial
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . .
47
Information . . . . . . . . . . . . . . . . . . . . . .
P-1
Use of Proceeds . . . . . . . . . . . . . . . . . . . .
63
Index to Financial Statements . . . . . . . .
F-1
Capitalization of Europcar . . . . . . . . . . .
64
Exhibit A--Europcar Groupe S.A.
Selected Consolidated Financial
Registration Document (Annual
Information for Europcar Groupe
Financial Report) for the year ended
S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
December 31, 2016 . . . . . . . . . . . . . . .
A-1
Selected Consolidated Financial
Exhibit B--Extracts from Europcar
Information for Goldcar . . . . . . . . . . .
69
Groupe S.A. Registration Document
Selected Unaudited Pro Forma
(Annual Financial Report) for the
Condensed Consolidated Financial
year ended December 31, 2015 . . . . .
B-1
Information . . . . . . . . . . . . . . . . . . . . . .
71
Exhibit C--Extracts from Europcar
Management's Discussion and
Groupe S.A. Base Document of
Analysis of Results of Operations
May 20, 2015 (Consolidated
and Financial Condition . . . . . . . . . . .
75
Financial Statements for the year
ended December 31, 2014) . . . . . . . . .
C-1
i

Important Information about this Offering Memorandum
By purchasing the Notes, you will be deemed to have acknowledged that you have reviewed this
Offering Memorandum and have had an opportunity to request, and have received all additional
information that you need from us.
None of the SPV Issuer, EGSA or any of the initial purchasers named in "Plan of Distribution" (the
"Initial Purchasers") has authorized anyone to provide any information or to make
representations other than those contained in this Offering Memorandum. You should carefully
evaluate the information provided by the SPV Issuer and EGSA in light of the total mix of
information available to you, recognizing that neither the SPV Issuer nor EGSA can provide any
assurance as to the reliability of any information not contained in this Offering Memorandum.
None of the SPV Issuer, EGSA or any of the Initial Purchasers is making an offer of the Notes in
any jurisdiction where an offer would not be permitted. You should not assume that the
information contained in this Offering Memorandum is accurate as of any date other than the
date of this Offering Memorandum. The business, financial condition, results of operations and
prospects of EGSA and its consolidated entities (together, the "Europcar Group") may have
changed since that date.
This Offering Memorandum is being provided only to prospective purchasers of the Notes. Each
prospective purchaser is authorized to use this Offering Memorandum solely for the purpose of
considering the purchase of the Notes described herein. You should read this Offering
Memorandum before making a decision whether to purchase the Notes. You must not:
· use this Offering Memorandum for any other purpose; or
· disclose any information in this Offering Memorandum to any other person.
You are responsible for making your own examination of the SPV Issuer and Europcar Group and
your own assessment of the merits and risks of investing in the Notes. We have summarized
certain documents and other information, but we refer you to the actual documents for a more
complete understanding of what we discuss in this document. Neither the SPV Issuer nor EGSA is
providing you with any legal, business, tax or other advice in this Offering Memorandum. You
should consult with your own advisors as needed to assist you in making your investment
decision and to advise you whether you are legally permitted to purchase the Notes. By
purchasing the Notes, you will be deemed to have acknowledged that:
· you have reviewed this Offering Memorandum;
· this Offering Memorandum relates only to offers and sales with respect to the Notes;
· you have had an opportunity to request all additional information that you need from us;
· the Initial Purchasers are not responsible for, and are not making any representation to you
concerning Europcar Group's future performance or the accuracy or completeness of this
Offering Memorandum; and
· no person is authorized to give any information or to make any representation not contained
in this Offering Memorandum in connection with the issue and sale of the Notes, and any
information or representation not contained herein must not be relied upon as having been
authorized by or on behalf of the SPV Issuer and EGSA.
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 or other jurisdiction and may not be offered or sold within
the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S
except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.
ii

In the United States, the Offering is only being made to QIBs in reliance on Rule 144A,
Prospective purchasers are hereby notified that the sellers of the Notes may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Outside
the United States, the Offering is being made to non-U.S. persons (as defined in Regulation S) in
reliance on Regulation S. For a description of these and certain other restrictions on offers, sales
and transfers of the Notes and the distribution of this Offering Memorandum, see "Plan of
Distribution" and "Transfer Restrictions."
The Notes have not been approved or disapproved by the U.S. Securities and Exchange
Commission (the "SEC"), any state securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the
merits of this Offering or the accuracy or adequacy of this Offering Memorandum. Any
representation to the contrary is a criminal offense in the United States.
Any investment in the Notes does not have the status of a bank deposit and is not within the
scope of the deposit protection scheme operated by the Central Bank of Ireland. The SPV Issuer is
not and will not be regulated by the Central Bank of Ireland as a result of issuing the Notes.
The Notes are subject to restrictions on transferability and resale and may not be transferred or
resold except as permitted under the Securities Act and applicable state securities laws pursuant
to registration thereunder or exemption therefrom. See "Transfer Restrictions." You should be
aware that you may be required to bear the financial risks of this investment for an indefinite
period of time.
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. Laws in certain
jurisdictions may restrict the distribution of this document and the offer and sale of the Notes.
Persons into whose possession this Offering Memorandum or any of the Notes are delivered must
inform themselves about and observe those restrictions. Each prospective purchaser of the Notes
must comply with all applicable laws and regulations in force in any jurisdiction in which it
purchases, offers or sells the Notes or possesses or distributes this document, and must obtain any
consent, approval or permission required under any regulations in force in any jurisdiction to
which it is subject or in which it purchases, offers or sells the Notes, and neither we nor the Initial
Purchasers shall have any responsibility therefore.
The SPV Issuer reserves the right to withdraw this Offering at any time. The SPV Issuer 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 SPV Issuer accepts responsibility for the information contained in this document under the
caption "Europcar Drive D.A.C." To the best of the knowledge and belief of the SPV Issuer the
information contained therein is in accordance with the facts and does not omit anything likely
to affect the import of such information.
EGSA accepts responsibility for the information contained in this Offering Memorandum. EGSA
has made all reasonable inquiries and confirms to the best of its knowledge, information and
belief that the information contained in this Offering Memorandum with regard to the SPV
Issuer, EGSA and its subsidiaries and affiliates and the Notes is true and accurate in all material
respects, that the opinions and intentions expressed in this Offering Memorandum are honestly
held and that we are not aware of any other facts, the omission of which would make this
Offering Memorandum or any statement contained herein misleading in any material respect.
IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK AG, LONDON BRANCH (THE
"STABILIZATION MANAGER") OR PERSONS ACTING ON BEHALF OF THE STABILIZATION
MANAGER MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING
iii

THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZATION MANAGER OR
PERSONS ACTING ON BEHALF OF THE STABILIZATION MANAGER WILL UNDERTAKE ANY
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 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 RELEVANT STABILIZATION MANAGER (OR PERSON(S) ACTING ON BEHALF
OF ANY STABILIZATION MANAGER) IN ACCORDANCE WITH APPLICABLE LAWS AND RULES.
Notices to Certain European Residents
European Economic Area. Each Initial Purchaser has represented and agreed that it has not made
and will not make an offer of any Notes to the public in a Member State of the European
Economic Area ("EEA"), other than:
a. to any legal entity which is a qualified investor as defined in the Prospectus Directive;
b. to fewer than 150, natural or legal persons (other than "qualified investors" as defined in
the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining
the prior consent of the relevant initial purchaser or Initial Purchasers nominated by the SPV
Issuer for any such offer; or
c. in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of the Notes shall require us or the Initial Purchasers to publish a
prospectus pursuant to Article 3 of the Prospectus Directive.
This Offering Memorandum has been prepared on the basis that any offer of the Notes in any
relevant member state of the EEA (each, a "Relevant Member State") will be made pursuant to
an exemption under the Prospectus Directive, from the requirements to produce a prospectus for
offers of the Notes. Accordingly, any person making or intending to make any offer in that
Relevant Member State of the Notes may only do so in circumstances in which no obligations
arise for us or any of the Initial Purchasers to produce a prospectus that is compliant with the
Prospectus Directive in relation to such offer, including Article 3. Neither we nor the Initial
Purchasers have authorized, nor do we or they authorize, the making of any offer of Notes in
circumstances in which an obligation arises for us or the Initial Purchasers to publish a prospectus
for such offer. For the purposes of the provisions above, the expression "offer of the Notes to the
public" in relation to the Notes in any Relevant Member State means the communication in any
form and by any means of sufficient information on the terms of the offer and the 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 Relevant Member State by any measure implementing the Prospectus Directive
in that Relevant Member State and the expression "Prospectus Directive" means Directive
2003/71/EC and amendments thereto, including the 2010 PD Amending Directive. The expression
"2010 PD Amending Directive" means Directive 2010/73/EU.
The Grand Duchy of Luxembourg. This Offering does not constitute a public offering of securities
within the Grand Duchy of Luxembourg and accordingly this Offering Memorandum should not
be construed as a prospectus in accordance with Articles 5 and 30 of the Law of July 12, 2005 on
prospectuses for securities. The terms and conditions relating to this Offering Memorandum have
not been approved by and will not be submitted for approval to the Luxembourg Financial
Services Authority (Commission de Surveillance du Secteur Financier) for the purposes of public
offering or sale in the Grand Duchy of Luxembourg. Accordingly, the Notes may not be offered
or sold to the public in the Grand Duchy of Luxembourg, directly or indirectly, and neither this
Offering Memorandum nor any other circular, prospectus, form of application, advertisement,
iv

communication or other material may be distributed, or otherwise made available in or from, or
published in, the Grand Duchy of Luxembourg except for the sole purpose of the admission of
the Notes to the Official List of the Luxembourg Stock Exchange and admission of the Notes for
trading on the Euro MTF Market and except in circumstances which do not constitute a public
offer of securities to the public, subject to prospectus requirements, in accordance with
applicable Luxembourg law and in particular the Luxembourg act dated July 10, 2005 on
prospectuses for securities, as amended.
United Kingdom. This Offering Memorandum is being distributed only to, and is directed at
(a) persons who are outside the United Kingdom (b) persons who have professional experience in
matters relating to investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (c) high net worth entities falling
within Article 49(2) of the Order, and other persons to whom it may be lawfully be
communicated (all such persons together being referred to as "relevant persons"). In addition,
this communication is, in any event only directed at persons who are "qualified investors"
pursuant to the Prospectus Directive (2003/71/EC). Any person who is not a relevant person
should not act or rely on this document or any of its contents. Persons into whose possession this
Offering Memorandum may come are required by the Issuer and the Initial Purchasers to inform
themselves about and to observe such restrictions. Further information with regard to restrictions
on offers, sales and deliveries of the Notes and the distribution of this Offering Memorandum
and other offering material relating to the Notes is set out under "Plan of Distribution."
France. This Offering Memorandum has not been prepared in the context of a public offering in
France within the meaning of Article L.411-1 of the French Monetary and Financial Code and
therefore has not been and will not be submitted for clearance to the French Autorité des
marchés financiers (the French Financial Markets Authority) (the "AMF").
Consequently, the Notes are not being offered, directly or indirectly, to the public in France and
this Offering Memorandum has not been distributed or caused to be distributed and will not be
distributed or caused to be distributed to the public in France.
Offers, sales and distributions of the Notes have been and shall only be made in France to
persons licensed to provide portfolio management investment services for the account of third
parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte
de tiers) and/or to qualified investors (investisseurs qualifiés) acting for their own account and/or
a limited circle of investors (cercle restreint) acting for their own account, all as defined in
Articles L.411-1, L.411-2, D.411-1 and D.411-4 of the French Monetary and Financial Code.
The direct or indirect distribution to the public in France of the Notes so acquired may be made
only as provided by 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.
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, D.411-1, D.744-1, D.754-1 and D.764-1 of the French
Code monétaire et financier, any qualified investors subscribing for the Notes should be
acting for their own account; and
(iii) the direct and indirect distribution or sale to the public in France of the Notes acquired
by them may be made only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8
through L.621-8-3 of the French Code monétaire et financier.
Germany. The Offering of the Notes is not a public offering in the Federal Republic of Germany.
The Notes may be offered and sold in the Federal Republic of Germany only in accordance with
v

the provisions of the Securities Prospectus Act of the Federal Republic of Germany
(Wertpapierprospektgesetz) (the "German Securities Prospectus Act") and any other applicable
German law. The SPV Issuer has not, and does not intend to, file a securities prospectus with the
German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht)
("BaFin") or obtain a notification to BaFin from another competent authority of a Relevant
Member State of the European Economic Area, with which a securities prospectus may have been
filed, pursuant to Section 17 Para. 3 of the German Securities Prospectus Act. Consequently, in
Germany the Notes will only be available to, and this Offering Memorandum and any other
offering material in relation to the Notes is directed only at, persons who are qualified investors
(qualifizierte Anleger) within the meaning of Section 2 No. 6 of the German Securities Prospectus
Act or who are subject of another exemption in accordance with Section 3(2) of the German
Securities Prospectus Act. Any resale of the Notes in Germany may only be made in accordance
with the German Securities Prospectus Act and other applicable laws.
Spain. This Offering has not been registered with the Comisión Nacional del Mercado de Valores
("CNMV") and therefore the Notes may not be offered or sold in Spain except in accordance with
the requirements of the Spanish Securities Market Law (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 ("R.D.L. 4/2015") and Royal Decree 1310/2005 on admission to trading of
securities in a regulated market, public offers of securities and the prospectus required for those
purposes (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 admisión a negociación de
valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto
exigible a tales efectos) as amended and restated ("R.D. 1310/2005"), and subsequent legislation.
This Offering Memorandum is neither verified nor registered in the administrative registries of
the CNMV and therefore a public offer for subscription of the Notes will not be carried out in
Spain. Notwithstanding that and in accordance with Article 35.2.a) of the R.D.L. 4/2015 and
Article 38.1.a) of the R.D. 1310/2005 it shall not be considered a public offer of securities,
amongst others, those that are exclusively addressed to qualified investors.
Italy. This Offering Memorandum has not been, nor will be, published in the Republic of Italy
("Italy") in connection with the Offering of the Notes and such Offering of the Notes has not
been, nor will be, registered with the Commissione Nazionale per le Società e la Borsa
("Consob") in Italy pursuant to Legislative Decree no. 58 of February 24, 1998, as amended (the
"Financial Services Act") or to Consob Regulation no. 11971 of May 14, 1999, as amended (the
"Issuers Regulation") and no application has been made to obtain an authorization from Consob
for the public offering of the Notes in Italy.
Accordingly, no Notes may, or will, be offered, sold, transferred or delivered, directly or indirectly
in an offer to the public in Italy, nor may, or will copies of this Offering Memorandum or of any
other document relating to the Notes be distributed in Italy, except (i) to qualified investors
(investitori qualificati), as defined in Article 34-ter, paragraph 1(b), of Issuers Regulation and
Article 26, paragraph 1, letter D of Consob Regulation No. 16190 of October 29, 2007, as
amended (the "Intermediaries Regulation") or (ii) in other circumstances which are exempted
from the rules governing offers to the public pursuant to, and in accordance with, the conditions
set out in Article 100 of the Financial Services Act and its implementing regulations including
Article 34-ter, first paragraph, of Issuers Regulation.
Moreover, and subject to the foregoing, any offer, sale, transfer or delivery of Notes or
distribution of copies of this Offering Memorandum or any other document relating to the Notes
in Italy under (i) or (ii) above must, and will, be effected in accordance with all relevant Italian
securities, tax and exchange control and other applicable laws and regulations, and in particular
will be made:
(a) by an investment firm, bank or financial intermediary permitted to conduct such activities
in Italy in accordance with the Financial Services Act, the Intermediaries Regulation and
vi