Obligation IHO Verwaltungs GmbH 3.75% ( XS1490159495 ) en EUR

IHO Verwaltungs GmbH

98.6 % ▲

Allemagne

XS1490159495 ( en EUR )

3.75% par an ( paiement semestriel )

15/09/2026

Prospectus brochure de l'obligation IHO Verwaltungs GmbH XS1490159495 en EUR 3.75%, échéance 15/09/2026

100 000 EUR

750 000 000 EUR

15/05/2024 ( Dans 19 jours )

L'Obligation émise par IHO Verwaltungs GmbH ( Allemagne ) , en EUR, avec le code ISIN XS1490159495, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/09/2026

Offering Memorandum
Not for General Distribution
in the United States of America
IHO Verwaltungs GmbH
750,000,000 2.750% / 3.500% Senior Secured PIK Toggle Notes due 2021
750,000,000 3.250% / 4.000% Senior Secured PIK Toggle Notes due 2023
750,000,000 3.750% / 4.500% Senior Secured PIK Toggle Notes due 2026
$500,000,000 4.125% / 4.875% Senior Secured PIK Toggle Notes due 2021
$500,000,000 4.500% / 5.250% Senior Secured PIK Toggle Notes due 2023
$500,000,000 4.750% / 5.500% Senior Secured PIK Toggle Notes due 2026
IHO Verwaltungs GmbH (currently named Schaeffler Verwaltung Zwei GmbH), a limited liability company (Gesellschaft mit beschränkter
Haftung) organized under the laws of the Federal Republic of Germany (the "Issuer"), is offering (the "Offering") 750,000,000 in
aggregate principal amount of its 2.750% / 3.500% Senior Secured PIK Toggle Notes due 2021 (the "2021 Euro Notes"), 750,000,000 in
aggregate principal amount of its 3.250% / 4.000% Senior Secured PIK Toggle Notes due 2023, (the "2023 Euro Notes"), 750,000,000 in
aggregate principal amount of its 3.750% / 4.500% Secured PIK Toggle Notes due 2026 (the "2026 Euro Notes" and, together with the 2021
Euro Notes and the 2023 Euro Notes, the "Euro Notes"), $500,000,000 in aggregate principal amount of its 4.125% / 4.875% Senior
Secured PIK Toggle Notes due 2021 (the "2021 Dollar Notes"), $500,000,000 in aggregate principal amount of its 4.500% / 5.250% Senior
Secured PIK Toggle Notes due 2023 (the "2023 Dollar Notes") and $500,000,000 in aggregate principal amount of its 4.750% / 5.500%
Senior Secured PIK Toggle Notes due 2026 (the "2026 Dollar Notes" and, together with the 2021 Dollar Notes and the 2023 Dollar Notes,
the "Dollar Notes;" the Dollar Notes and the Euro Notes together, the "Notes"). The Issuer will pay interest on the Notes semi annually in
arrears on May 15 and November 15 of each year, commencing May 15, 2017. The first two and the final interest payments on the Notes
will be made in cash. For each other interest payment the Issuer will be required to pay interest on the Notes entirely in cash ("Cash
Interest"), unless the conditions described in this offering memorandum (the "Offering Memorandum") are satisfied, in which case the
Issuer will be entitled to pay, to the extent described herein, interest for such interest period by increasing the principal amount of the
Notes or by issuing Notes ("Additional PIK Notes") in a principal amount equal to such interest (in each case, "PIK Interest"). Cash interest
on the 2021 Euro Notes will accrue at the rate of 2.750% per annum (the "2021 Euro Cash Interest Rate"), cash interest on the 2023 Euro
Notes will accrue at the rate of 3.250% per annum (the "2023 Euro Cash Interest Rate"), cash interest on the 2026 Euro Notes will accrue
at the rate of 3.750% per annum (the "2026 Euro Cash Interest Rate"), cash interest on the 2021 Dollar Notes will accrue at the rate of
4.125% per annum (the "2021 Dollar Cash Interest Rate"), cash interest on the 2023 Dollar Notes will accrue at the rate of 4.500% per
annum (the "2023 Dollar Cash Interest Rate") and cash interest on the 2026 Dollar Notes will accrue at the rate of 4.750% per annum (the
"2026 Dollar Cash Interest Rate" and each of the 2021 Euro Cash Interest Rate, the 2023 Euro Cash Interest Rate, the 2026 Euro Cash
Interest Rate, the 2021 Dollar Cash Interest Rate, the 2023 Dollar Cash Interest Rate and the 2026 Dollar Cash Interest Rate, as applicable,
the "Cash Interest Rate"). PIK Interest will accrue at the respective Cash Interest Rate plus 0.75% per annum. If the Issuer pays all eligible
interest in PIK Interest, it will increase the principal amount of the 2021 Euro Notes, the 2023 Euro Notes, the 2026 Euro Notes, the 2021
Dollar Notes, the 2023 Dollar Notes and the 2026 Dollar Notes or issue Additional PIK Notes in relation to the 2021 Euro Notes, the 2023
Euro Notes, the 2026 Euro Notes, the 2021 Dollar Notes, the 2023 Dollar Notes and the 2026 Dollar Notes, as applicable, in a principal
amount up to a maximum of 847 million, 933 million, 1,095 million, $592 million, $665 million and $793 million, respectively. Upon
the payment of PIK Interest, a notice shall be published on the website of the Luxembourg Stock Exchange in the form of Appendix 1.
The 2021 Euro Notes will mature on September 15, 2021, the 2023 Euro Notes will mature on September 15, 2023, the 2026 Euro Notes
will mature on September 15, 2026, the 2021 Dollar Notes will mature on September 15, 2021, the 2023 Dollar Notes will mature on
September 15, 2023 and the 2026 Dollar Notes will mature on September 15, 2026. The Issuer may redeem the 2021 Euro Notes, the 2023
Euro Notes, the 2026 Euro Notes, the 2021 Dollar Notes, the 2023 Dollar Notes and the 2026 Dollar Notes in whole or in part at any time
on or after September 15, 2018, September 15, 2019, September 15, 2021, September 15, 2018, September 15, 2019 and September 15,
2021, respectively, at the redemption prices specified herein. Prior to September 15, 2018, September 15, 2019, September 15, 2021,
September 15, 2018, September 15, 2019 and September 15, 2021, the Issuer will be entitled, at its option, to redeem all or a portion of
the 2021 Euro Notes, the 2023 Euro Notes, the 2026 Euro Notes, the 2021 Dollar Notes, the 2023 Dollar Notes and the 2026 Dollar Notes,
respectively, at a price equal to 100% of the principal amount plus accrued and unpaid interest plus a "make whole" premium. In addition,
prior to September 15, 2018, September 15, 2019, September 15, 2021, September 15, 2018, September 15, 2019 and September 15,
2019, the Issuer may redeem at its option up to 40% of the 2021 Euro Notes, the 2023 Euro Notes, the 2026 Euro Notes, the 2021 Dollar
Notes, the 2023 Dollar Notes and the 2026 Dollar Notes, respectively, using the proceeds of certain equity offerings.
Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an offer to purchase the Notes
at 101% of the principal amount thereof, plus accrued and unpaid interest, if any. In the event of certain developments affecting taxation,
the Issuer may redeem all, but not less than all, of the Notes.
The Notes will be senior obligations of the Issuer and will rank pari passu with all other indebtedness of the Issuer that is not subordinated
to the Notes, including the Issuer Facilities Agreement (as defined below). Upon issuance, the Notes (together with the Issuer's obligations
under certain credit facilities and hedging liabilities described in this Offering Memorandum) will be secured by pledges over (i)
333,000,001 common shares in Schaeffler AG (representing 66.7% of the voting shares (Stammaktien) and 50% plus one share of the total
share capital of Schaeffler AG) held by the Issuer, and (ii) 41,937,694 common shares in Continental AG held by the Issuer (representing a
number of common shares in Continental AG equal to the aggregate principal amount of the Notes (euro equivalent as of August 31, 2016)
plus 800 million, divided by the volume weighted average price per share of Continental AG quoted on the Frankfurt Stock Exchange
during the last 60 trading days (the "Continental Share Value") on August 31, 2016, multiplied by 1.75), in each case as described in this
Offering Memorandum (the "Collateral"). As of the Issue Date, the Notes will not be guaranteed by any of the Issuer's subsidiaries and will
be structurally subordinated to all existing and future indebtedness of any of the Issuer's subsidiaries (in particular, Schaeffler AG and its
subsidiaries). The Notes will be effectively subordinated to any existing and future indebtedness of the Issuer that is secured by property
or assets that do not secure the Notes, to the extent of the value of the property and assets securing such indebtedness.

The restrictive covenants in the indenture that will govern the Notes (the "Indenture") will only apply to the Issuer and not to Schaeffler AG
and its subsidiaries or any future subsidiaries that are designated as Unrestricted Subsidiaries (as defined in the Indenture). See "Risk
Factors--Risks related to the Notes and our Structure--Schaeffler AG and its subsidiaries will be Unrestricted Subsidiaries under the
Indenture and will not be subject to the restrictive covenants in the Indenture, will not guarantee the Notes and will not provide any
Collateral."
All or part of the Collateral may be released or impaired without the consent of the holders under certain circumstances and are subject
to certain limitations.
____________________________
Investing in the Notes involves risks. See "Risk Factors" beginning on page 38.
____________________________
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any
state securities laws. Accordingly, the Notes are being offered and sold only to qualified institutional buyers ("QIBs") in reliance on Rule
144A under the U.S. Securities Act ("Rule 144A") and to non U.S. persons outside the United States in reliance on Regulation S under the
U.S. Securities Act ("Regulation S"). Prospective purchasers that are QIBs are hereby notified that the seller of the Notes may be relying
on the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144A. See "Important Information
about this Offering Memorandum" and "Transfer Restrictions" for additional information about eligible offerees and transfer
restrictions.
This Offering Memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated July 10,
2005, as amended, and includes information on the terms of the Notes, including redemption and repurchase prices, covenants and
transfer restrictions. Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange (the "LuxSE") and
to admit the Notes to trading on the LuxSE's Euro MTF market (the "Euro MTF Market"), which is not a regulated market within the
meaning of Directive 2004/39/EC on markets in financial instruments.
The Notes are expected to be issued in the form of one or more global notes in registered form and delivered in book entry form through
the Depository Trust Company ("DTC"), Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream") on or
about September 22, 2016 (the "Issue Date").
____________________________
Issue Price for the 2021 Euro Notes: 100% plus accrued interest, if any, from the Issue Date.
Issue Price for the 2023 Euro Notes: 100% plus accrued interest, if any, from the Issue Date.
Issue Price for the 2026 Euro Notes: 100% plus accrued interest, if any, from the Issue Date.
Issue Price for the 2021 Dollar Notes: 100% plus accrued interest, if any, from the Issue Date.
Issue Price for the 2023 Dollar Notes: 100% plus accrued interest, if any, from the Issue Date.
Issue Price for the 2026 Dollar Notes: 100% plus accrued interest, if any, from the Issue Date.
Joint Global Coordinators and Joint Bookrunners
Deutsche Bank
Citigroup
Joint Bookrunners
BofA Merrill Lynch
HSBC
Offering Memorandum dated September 22, 2016.

Table of Contents
Important Information about this Offering Memorandum ............................................................................ ii
Summary ............................................................................................................................... .......................... 1
Risk Factors............................................................................................................................... ..................... 38
Use of Proceeds............................................................................................................................... .............. 78
Capitalization............................................................................................................................... .................. 80
Certain Financial Information of the Issuer................................................................................................... 82
Selected Financial Information of the Schaeffler Group............................................................................... 91
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the Schaeffler Group......................................................................................................... 98
Industry ............................................................................................................................... ........................ 147
Business............................................................................................................................... ........................ 154
Regulatory Framework............................................................................................................................... . 178
Management ............................................................................................................................... ................ 201
Certain Relationships and Related Party Transactions ............................................................................... 212
General Information on the Issuer .............................................................................................................. 214
Description of Other Indebtedness ............................................................................................................. 216
Description of the Notes ............................................................................................................................. 259
Limitations on Validity and Enforceability of the Collateral and Certain Insolvency
Law Considerations ............................................................................................................................... . 348
Book entry, Delivery and Form ................................................................................................................... 357
Taxation............................................................................................................................... ........................ 362
Certain ERISA Considerations...................................................................................................................... 372
Plan of Distribution............................................................................................................................... ....... 374
Transfer Restrictions ............................................................................................................................... .... 376
Legal Matters............................................................................................................................... ................ 380
Independent Auditors ............................................................................................................................... .. 381
Service of Process and Enforcement of Civil Liabilities ............................................................................... 382
Listing and General Information.................................................................................................................. 384
Glossary of Technical Terms.........................................................................................................................G 1
Appendix 1 Form of Notice........................................................................................................................ A 1
Financial Information ............................................................................................................................... .... F 1
i

Important Information about this Offering Memorandum
We have prepared this Offering Memorandum based on information obtained from sources we
believe to be reliable. Summaries of documents contained in this Offering Memorandum may not be
complete. None of Deutsche Bank AG, London Branch, Deutsche Bank Securities Inc., Citigroup
Global Markets Limited, Merrill Lynch International, Merrill Lynch, Pierce, Fenner & Smith
Incorporated or HSBC Bank plc (collectively, the "Initial Purchasers") represent that the information
herein is complete or accurate. The information in this Offering Memorandum is current only as of
the date on the cover page hereof, and our business or financial condition and other information in
this Offering Memorandum may change after that date. Information in this Offering Memorandum is
not legal, tax or business advice; accordingly, you should consult your own legal, tax and business
advisors regarding an investment in the Notes.
You should base your decision to invest in the Notes solely on information contained in this Offering
Memorandum. Neither we nor the Initial Purchasers have authorized anyone to provide you with
any different information.
We are offering the Notes in reliance on an exemption from registration under the U.S. Securities Act
for an offer and sale of securities that does not involve a public offering. If you purchase the Notes,
you will be deemed to have made certain acknowledgements, representations and warranties as
detailed under this section. You may be required to bear the financial risk of an investment in the
Notes for an indefinite period. Neither we nor the Initial Purchasers are making an offer to sell the
Notes in any jurisdiction where the offer and sale of the Notes is prohibited or make any
representation to you that the Notes are a legal investment for you. No action has been, or will be,
taken to permit a public offering in any jurisdiction where action would be required for that purpose.
Each prospective purchaser of the Notes must comply with all applicable laws, rules and regulations
in force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any
consent, approval or permission required by it for the purchase, offer or sale by it of the Notes under
the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such
purchases, offers or sales, and neither we nor the Initial Purchasers shall have any responsibility
therefor.
Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any
non U.S. securities authority nor other authority has approved or disapproved of the Notes or
determined if this Offering Memorandum is truthful or complete. Any representation to the contrary
is a criminal offense.
We have applied to have the Notes listed on the Official List of the LuxSE and traded on the Euro MTF
Market, which is not a regulated market within the meaning of Directive 2004/39/EC on markets in
financial instruments. We cannot guarantee that our application to the LuxSE for approval of this
Offering Memorandum, or for the Notes to be admitted to trading on the Euro MTF Market, will be
approved as of the settlement date for the Notes or at any time thereafter, and settlement of the
Notes is not conditional on obtaining this listing.
We accept responsibility for the information contained in this Offering Memorandum. We have made
all reasonable inquiries and confirm to the best of our knowledge, information and belief that the
information contained in this Offering Memorandum with regard to us and our 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.
ii

No representation or warranty is made or implied by the Initial Purchasers or any of their respective
affiliates, and neither the Initial Purchasers nor any of their respective affiliates make any
representation or warranty or accept any responsibility or any liability, as to the accuracy or
completeness of the information contained or incorporated by reference in this Offering
Memorandum and any other information provided by the Issuer in connection with the issuance of
the Notes. None of the Initial Purchasers accepts any responsibility or liability in relation to the
information contained or incorporated by reference in this Offering Memorandum or any other
information provided by the Issuer in connection with the issuance of the Notes.
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 to invest in the Notes. The
content of this Offering Memorandum is not to be considered legal, business, financial, investment,
tax or other advice. Prospective investors should consult their own counsel, accountant 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 our business, the
terms of the offering of the Notes and the merits and risks involved.
We have prepared this Offering Memorandum solely for use in connection with the offer of the
Notes to qualified institutional buyers pursuant to Rule 144A and to non U.S. persons (within
the meaning of Regulation S) outside the United States in compliance with Regulation S. You agree
that you will hold the information contained in this Offering Memorandum and the transactions
contemplated hereby in confidence. You may not distribute this Offering Memorandum to any
person, other than a person retained to advise you in connection with the purchase of the Notes.
We and the Initial Purchasers may reject any offer to purchase the Notes in whole or in part, sell less
than the entire principal amount of the Notes offered hereby or allocate to any purchaser less than
all of the Notes for which it has subscribed.
Certain exchange rate information presented in this Offering Memorandum is extracted from
information and data publicly released by official and other sources. While we accept responsibility
for accurately summarizing the information concerning exchange rates, and as far as we are aware
and able to ascertain no facts have been omitted which would render this information inaccurate or
misleading, we accept no further responsibility in respect of such information. The information set
out in relation to sections of this Offering Memorandum describing clearing and settlement
arrangements, including the section entitled "Book entry, Delivery and Form," is subject to change in
or reinterpretation of the rules, regulations and procedures of DTC, Euroclear and Clearstream
currently in effect. While we accept responsibility for accurately summarizing the information
concerning DTC, Euroclear and Clearstream, and, as far as we are aware, and able to ascertain, no
facts have been omitted which would render this information inaccurate or misleading, we accept no
further responsibility in respect of such information.
The Notes are subject to restrictions on transferability and resale and may not be transferred or
resold except as permitted under the U.S. Securities Act and applicable securities laws of any other
jurisdiction pursuant to registration or exemption therefrom. Prospective purchasers should be
aware that they may be required to bear the financial risks of this investment for an indefinite period
of time. See "Transfer Restrictions."
IN CONNECTION WITH THIS OFFERING OF NOTES, DEUTSCHE BANK AG, LONDON BRANCH WITH
RESPECT TO THE EURO NOTES AND CITIGROUP GLOBAL MARKETS INC. WITH RESPECT TO THE
DOLLAR NOTES (EACH A "STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGER) MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, OVER ALLOT
NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO STABILIZING OR MAINTAINING THE MARKET
iii

PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER WILL UNDERTAKE ANY
SUCH STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON OR
AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFERING OF
THE NOTES AND MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF
30 CALENDAR DAYS AFTER THE DATE ON WHICH THE ISSUER RECEIVED THE PROCEEDS OF THE
ISSUE AND 60 CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES.
Notice to U.S. Investors
Each purchaser of Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under "Transfer Restrictions."
The Notes have not been and will not be registered under the U.S. Securities Act or the securities
laws of any state of the United States and are subject to certain restrictions on transfer. Prospective
purchasers are hereby notified that the seller of the Notes may be relying on the exemption from the
provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of certain
further restrictions on resale or transfer of the Notes, see "Transfer Restrictions." The Notes may not
be offered to the public within any jurisdiction. By accepting delivery of this Offering Memorandum,
you agree not to offer, sell, resell, transfer or deliver, directly or indirectly, any Note to the public.
Notice to Canadian Investors
This Offering Memorandum constitutes an "exempt offering document" as defined in and for the
purposes of applicable Canadian securities laws. No prospectus has been filed with any securities
commission or similar regulatory authority in Canada in connection with the offer and sale of the
Notes. No securities commission or similar regulatory authority in Canada has reviewed or in any
way passed upon this Offering Memorandum or on the merits of the Notes and any representation
to the contrary is an offense.
Canadian investors are advised that this document has been prepared in reliance on section 3A.3
of National Instrument 33 105 Underwriting Conflicts ("NI 33 105"). Pursuant to section 3A.3 of NI
33 105, this document is exempt from the requirement that the Issuer and the Initial Purchasers
provide Canadian investors with certain conflicts of interest disclosure pertaining to "connected
issuer" and/or "related issuer" relationships that may exist between the Issuer and the Initial
Purchasers as would otherwise be required pursuant to sub section 2.1(1) of NI 33 105.
Resale Restrictions
The offer and sale of the Notes in Canada is being made on a private placement basis only and is
exempt from the requirement that the Issuer prepares and files a prospectus under applicable
Canadian securities laws. Any resale of Notes acquired by a Canadian investor in this offering must
be made in accordance with applicable Canadian securities laws, which may vary depending on the
relevant jurisdiction, and which may require resales to be made in accordance with Canadian
prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction
exempt from the prospectus requirements or otherwise under a discretionary exemption from the
prospectus requirements granted by the applicable local Canadian securities regulatory authority.
These resale restrictions may under certain circumstances apply to resales of the Notes outside of
Canada.
Representations of Purchasers
Each Canadian investor who purchases the Notes will be deemed to have represented to the Issuer
that the investor (i) is purchasing as principal, or is deemed to be purchasing as principal in
iv

accordance with applicable Canadian securities laws, for investment only and not with a view to
resale or redistribution; (ii) is an "accredited investor" as such term is defined in section 1.1 of
National Instrument 45 106 Prospectus Exemptions ("NI 45 106") or, in Ontario, as such term is
defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted client" as such term
is defined in section 1.1 of National Instrument 31 103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations.
Taxation and Eligibility for Investment
Any discussion of taxation and related matters contained in this Offering Memorandum does not
purport to be a comprehensive description of all of the tax considerations that may be relevant to a
Canadian investor when deciding to purchase the Notes and, in particular, does not address any
Canadian tax considerations. No representation or warranty is hereby made as to the tax
consequences to a resident, or deemed resident, of Canada of an investment in the Notes or with
respect to the eligibility of the Notes for investment by such investor under relevant Canadian
federal and provincial legislation and regulations.
Rights of Action for Damages or Rescission
Securities legislation in certain of the Canadian jurisdictions provides certain purchasers of securities
pursuant to an offering memorandum, including where the distribution involves an "eligible foreign
security" as such term is defined in Ontario Securities Commission Rule 45 501 Ontario Prospectus
and Registration Exemptions and in Multilateral Instrument 45 107 Listing Representation and
Statutory Rights of Action Disclosure Exemptions, as applicable, with a remedy for damages or
rescission, or both, in addition to any other rights they may have at law, where the offering
memorandum, or other offering document that constitutes an offering memorandum, and any
amendment thereto, contains a "misrepresentation" as defined under applicable Canadian securities
laws. These remedies, or notice with respect to these remedies, must be exercised or delivered, as
the case may be, by the purchaser within the time limits prescribed under, and are subject to
limitations and defenses under, applicable Canadian securities legislation. In addition, these
remedies are in addition to and without derogation from any other right or remedy available at law
to the investor.
Language of Documents
Upon receipt of this Offering Memorandum, each Canadian investor hereby confirms that it has
expressly requested that all documents evidencing or relating in any way to the sale of the Notes
described herein (including for greater certainty any purchase confirmation or any notice) be drawn
up in the English language only. Par la réception de ce document, chaque investisseur canadien
confirme par les présentes qu'il a expressément exigé que tous les documents faisant foi ou se
rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes
(incluant, pour plus de certitude, toute confirmation d'achat ou tout avis) soient rédigés en anglais
seulement.
v

Notice to Certain European Investors
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 (as
amended, including by Directive 2010/73/EU, and including any relevant implementing measures in
the Relevant Member States, the "Prospectus Directive"), as implemented in member states of the
European Economic Area (the "EEA"), from the requirement to produce 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 obligation arises for us or the Initial Purchasers to
produce a prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor do
they authorize, the making of any offer of Notes through any financial intermediary, other than
offers made by the Initial Purchasers, which constitute the final placement of the Notes
contemplated in this Offering Memorandum.
In relation to each member state of the EEA that has implemented the Prospectus Directive (each, a
"Relevant Member State"), with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State, the offer of the Notes is not being made
and will not be made to the public in that Relevant Member State, other than: (a) to any legal entity
that 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 us 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 the publication by us or any Initial Purchaser of a prospectus pursuant to Article 3 of the
Prospectus Directive. For the purposes of this provision, the expression an "offer of 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.
No prospectus is required in accordance with the Prospectus Directive and Regulation (EC)
No. 809/2004. Any advertisement (as defined in Regulation (EC) No. 809/2004) in relation to any
offering of the Notes in any Member State shall include a warning that no prospectus is required in
accordance with the Prospectus Directive and Regulation (EC) No. 809/2004.
Each subscriber for or purchaser of the Notes in the offering located within a member state of the
EEA will be deemed to have represented, acknowledged and agreed that it is a "qualified investor"
within the meaning of Article 2(1)(e) of the Prospectus Directive. We, the Initial Purchasers and their
affiliates and others will rely upon the truth and accuracy of the foregoing representation,
acknowledgement and agreement. Notwithstanding the above, a person who is not a "qualified
investor" and who has notified the Initial Purchasers of such fact in writing may, with the consent of
the Initial Purchasers, be permitted to subscribe for or purchase the Notes in the offering.
Austria. This Offering Memorandum has not been or will not be approved and/or published pursuant
to the Austrian Capital Markets Act (Kapitalmarktgesetz) as amended. Neither this Offering
Memorandum nor any other document connected therewith constitutes a prospectus according to
the Austrian Capital Markets Act and neither this Offering Memorandum nor any other document
connected therewith may be distributed, passed on or disclosed to any other person in Austria. No
steps may be taken that would constitute a public offering of the Notes in Austria and the offering of
the Notes may not be advertised in Austria. Any offer of the Notes in Austria will only be made in
compliance with the provisions of the Austrian Capital Markets Act and all other laws and regulations
in Austria applicable to the offer and sale of the Notes in Austria.
vi

Germany. The Notes may be offered and sold in Germany only in compliance with the German
Securities Prospectus Act (Wertpapierprospektgesetz) as amended, Commission Regulation No. (EC)
809/2004 of April 29, 2004 as amended, or any other laws applicable in Germany governing the
issue, offering and sale of securities. This Offering Memorandum has not been approved under the
German Securities Prospectus Act (Wertpapierprospektgesetz) or the Prospectus Directive and
accordingly the Notes may not be offered publicly in Germany. The Notes will be offered in the
Federal Republic of Germany based on an exemption concerning qualified investors (qualifizierte
Anleger) within the meaning of Section 2 No. 6 of the German Securities Prospectus Act from the
requirement to publish an approved securities prospectus under 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. The Issuer has not filed 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 member state of the EEA, with which a securities prospectus may have been filed,
pursuant to Section 17(3) of the German Securities Prospectus Act.
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 Code Monétaire et Financier and Title I of Book II
of the Règlement Général of the Autorité des marchés financiers (the "AMF") and therefore has not
been submitted for clearance to the AMF. Consequently, the Notes have not been and will not be,
directly or indirectly, offered or sold to the public in France, and neither this Offering Memorandum
nor any other offering material relating to the Notes has been or will be distributed or caused to be
distributed to the public in France. Such offers, sales and distribution of the Notes have been and
will only be made in France to (a) providers of investment services relating to portfolio management
for the account of third parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers), and/or (b) qualified investors (investisseurs qualifiés) other than
individuals, acting for their own account, as defined in, and in accordance with, Articles L. 411 1, L.
411 2 and D. 411 1 of the Code of Monétaire et Financier.
Italy. No action has been or will be taken which could allow an offering of the Notes to the public in
the Republic of Italy. Accordingly, the Notes may not be offered or sold directly or indirectly in the
Republic of Italy, and neither this Offering Memorandum nor any other offering circular, prospectus,
form of application, advertisement, other offering material or other information relating to the
Issuers or the Notes may be issued, distributed or published in the Republic of Italy, except under
circumstances that will result in compliance with all applicable laws, orders, rules and regulations.
The Notes cannot be offered or sold to any natural persons or to entities other than qualified
investors (according to the definition provided for by the Prospectus Directive) either on the primary
or the secondary market.
Grand Duchy of Luxembourg. 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 ("Luxembourg"). Accordingly, the Notes may not be offered
or sold to the public in Luxembourg, directly or indirectly, and neither this Offering Memorandum
nor any other circular, prospectus, form of application, advertisement or other material may be
distributed, or otherwise made available in or from, or published in, Luxembourg except for the sole
purpose of the admission to trading and listing of the Notes on the Official List of the Luxembourg
Stock Exchange and except in circumstances which do not constitute a public offer of securities to
the public, subject to prospectus requirements, in accordance with the Luxembourg Act of July 10,
2005 on prospectuses for securities, as amended.
The Netherlands. The Notes (including rights representing an interest in each global note that
represents the Notes) may only be offered to qualified investors within the meaning of article 5:3
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(1)(a) in conjunction with article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel
toezicht).
Spain. This offering has not been registered with the Comision Nacional del Mercado de Valores and
therefore the Notes may not be offered in Spain by any means, except in circumstances which do not
qualify as a public offer of securities in Spain in accordance with article 30bis of the Securities Market
Act ("Ley 24/1988, de 28 de julio del Mercado de Valores") as amended and restated, or pursuant to
an exemption from registration in accordance with article 41 of the Royal Decree 1310/2005 ("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 admision a negociacion de valores en mercados
secundarios oficiales, de ofertas publicas de venta o suscripcion y del folleto exigible a tales efectos").
Switzerland. The Notes offered hereby are being offered in Switzerland on the basis of a private
placement only. This Offering Memorandum does not constitute a prospectus within the meaning of
Article 652a or 1156 of the Swiss Federal Code of Obligations.
United Kingdom. This Offering Memorandum is for distribution only to persons who (a) 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 (as amended, the "Financial
Promotion Order"), (b) are persons falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Financial Promotion Order, (c) are outside the United
Kingdom, or (d) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with
the issue or sale of the Notes may otherwise lawfully be 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. Recipients of this Offering Memorandum are not permitted to transmit it to any other
person. The Notes are not being offered to the public in the United Kingdom.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.
Forward looking Statements
This Offering Memorandum contains forward looking statements and other information that
involves risks, uncertainties and assumptions. The words "anticipate," "assume," "believe,"
"estimate," "expect," "intend," "may," "plan," "project," "should" and similar expressions are used to
identify forward looking statements. Forward looking statements are statements that are not
historical facts; they include statements about our beliefs and expectations and the assumptions
underlying them. These statements are based on plans, estimates and projections as they are
currently available to our management. Forward looking statements therefore speak only as of the
date they are made, and we undertake no obligation to update any of them in light of new
information or future events.
By their very nature, forward looking statements involve risks and uncertainties. These statements
are based on management's current expectations and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those described in the forward
looking statements. Actual results may differ from those set forth in the forward looking statements
as a result of various factors (including, but not limited to, future global economic conditions,
changed market conditions affecting the automotive industry, intense competition in the markets in
which we operate and costs of compliance with applicable laws, regulations and standards, diverse
political, legal, economic and other conditions affecting our markets, the cost and availability of
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