Obligation Electricite de France (EDF) 6.9% ( US28504DAD57 ) en USD

Electricite de France (EDF)

107.204 % ▼

France

US28504DAD57 ( en USD )

6.9% par an ( paiement semestriel )

23/05/2053

Prospectus brochure de l'obligation Electricite de France (EDF) US28504DAD57 en USD 6.9%, échéance 23/05/2053

200 000 USD

1 000 000 000 USD

28504DAD5

BBB ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

23/05/2025 ( Dans 70 jours )

EDF est une entreprise énergétique française intégrée, active dans la production, le transport, la distribution et la vente d'électricité, ainsi que dans les énergies renouvelables et les services énergétiques.

L'Obligation émise par Electricite de France (EDF) ( France ) , en USD, avec le code ISIN US28504DAD57, paye un coupon de 6.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/05/2053

L'Obligation émise par Electricite de France (EDF) ( France ) , en USD, avec le code ISIN US28504DAD57, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Electricite de France (EDF) ( France ) , en USD, avec le code ISIN US28504DAD57, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

STRICTLY CONFIDENTIAL--DO NOT FORWARD

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies
to the offering memorandum following this page. You are therefore advised to read this disclaimer carefully before
reading, accessing or making any other use of the following offering memorandum. In accessing the following offering
memorandum, you agree to be bound by the following terms and conditions, including any modifications to them
from time to time, each time you receive any information from us as a result of such access.
Confirmation of Your Representation: You have accessed the attached offering memorandum on the basis that
you have confirmed your representation to Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc.,
Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Mizuho Securities
USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Santander US Capital Markets LLC, SG
Americas Securities, LLC, SMBC Nikko Securities America, Inc., Standard Chartered Bank AG and Wells Fargo
Securities, LLC (together, the "Initial Purchasers") that (1) either (i) you are outside the United States and not a U.S.
person, as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), nor
acting on behalf of a U.S. person and, to the extent you purchase the securities described in the attached offering
memorandum, you will be doing so pursuant to Regulation S under the Securities Act, and the electronic mail address
to which the attached offering memorandum has been delivered is not located in the United States, OR (ii) you are
acting on behalf of, or you are, a "qualified institutional buyer" as defined in Rule 144A under the Securities Act,
AND (2) you consent to delivery of the attached offering memorandum and any amendments or supplements thereto
by electronic transmission.
The attached offering memorandum has been made available to you in electronic form. You are reminded that
documents transmitted via this medium may be altered or changed during the process of transmission and consequently
none of the issuer of the securities, the Initial Purchasers or any person controlling any of them, or any of their
respective directors, officers, employees, representatives, agents or affiliates accepts any liability or responsibility
whatsoever in respect of any discrepancies between the offering memorandum distributed to you in electronic format
and the hard copy version. We will provide a hard copy version to you upon request.
Restrictions: The attached document is a "red herring" offering memorandum and is being furnished in
connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling a
prospective investor to consider the purchase of the securities described therein. You are reminded that the information
in the attached document is not complete and may be changed. Nothing in this electronic transmission constitutes an
offer of securities for sale in the United States or to any U.S. person.
THE SECURITIES 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 SUCH TERMS ARE DEFINED IN
REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAWS.
The distribution of the attached offering memorandum and the offer, sale or solicitation of an offer to buy the
securities described therein is restricted by law in certain jurisdictions. The attached offering memorandum may not
be used for, or in connection with, and does not constitute, any offer to sell or solicitation of an offer to buy the
securities by anyone in any jurisdiction or under any circumstance in which such offer or solicitation is not authorized
or is unlawful. Persons into whose possession the attached offering memorandum may come are required to inform
themselves about and to observe such restrictions. Further information with regard to restrictions on offers, sales and
deliveries of the securities and the distribution of the attached offering memorandum and other offering material
relating to the securities is set out under "Plan of Distribution" in the attached offering memorandum.
This communication does not contain or constitute an invitation, inducement or solicitation to invest. No
action has been or will be taken in any jurisdiction that would, or is intended to, permit a public offering of the
securities, or possession or distribution of the offering memorandum (in preliminary, proof or final form) or any other
offering or publicity material relating to the securities, in any country or jurisdiction where action for that purpose is

required. Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this
electronic transmission constitutes an offer or an invitation by or on behalf of either the issuer of the securities or the
Initial Purchasers to subscribe for or purchase any of the securities described in the following offering memorandum,
and access has been limited so that it shall not constitute a general advertisement or solicitation in the United States
or elsewhere. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any of the Initial
Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, the offering shall
be deemed to be made by the Initial Purchasers or such affiliate on behalf of the issuer in such jurisdiction.
The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold,
or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means
a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and
any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus
Regulation as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document
required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the securities or otherwise making them available to retail investors in
the United Kingdom has been prepared and therefore offering or selling the securities or otherwise making them
available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
In addition, the communication of this offering memorandum and any other document or materials relating to the
issue of the securities offered hereby is not intended to be, and has not been approved by, an "authorised person"
within the meaning of Section 21(1) of the FSMA. As a consequence, the offering memorandum is being distributed
to and is only directed at persons who (i) are located outside of the United Kingdom, (ii) are investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "Order"), or (iii) are high net worth entities and other persons to whom it may be lawfully
communicated falling within Article 49(2)(a) to (d) of the Order (all such persons mentioned in paragraphs (i), (ii)
and (iii) collectively being referred to as "Relevant Persons"). The securities are directed only at Relevant Persons
and no invitation, offer or agreements to subscribe, purchase or acquire the securities referred to in this offering
memorandum may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person
may not act or rely on this offering memorandum or any information contained herein.
No person may communicate or cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the
securities other than in circumstances in which Section 21(1) of the FSMA does not apply to us.
Any distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Rules") (for the purposes of this paragraph, a "distributor") subsequently
offering, selling or recommending the Notes is responsible for undertaking its own target market assessment in respect
of the Notes and determining the appropriate distribution channels. Neither the Issuer nor any of the Initial Purchasers
make any representations or warranties as to a distributor's compliance with the UK MiFIR Product Governance
Rules.
With respect to the European Economic Area (the "EEA"), the attached offering memorandum is only being
distributed to and is only directed at, and any offer subsequently made may only be directed at persons who are
"qualified investors" as defined in Article 2(e) of the Regulation (EU) 2017/1129 (as amended, the "Prospectus
Regulation"). In particular, the securities are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "retail
investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended,
the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.
Consequently, no key information document required by Regulation (EU) no. 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the securities or otherwise making them available to retail investors in the EEA,

and no Prospectus Regulation compliant prospectus subject to the approval of the French Autorité des Marchés
Financiers (the "AMF") or any other EEA member state's regulator have been or will be prepared and therefore
offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation and the Prospectus Regulation.
Each Initial Purchaser has represented and agreed that it has not offered, sold or otherwise made available and
will not offer, sell or otherwise make available any securities to any retail investor in the EEA, and in particular to any
investor that is not a qualified investor within the meaning of the Prospectus Regulation.
Each person located in a member state of the EEA (a "Member State") to whom any offer of securities is made,
or who receives any communication in respect of an offer of securities, or who initially acquires any securities, or to
whom the securities are otherwise made available, will be deemed to have represented, warranted, acknowledged and
agreed to and with each Initial Purchaser and the Issuer that it is a qualified investor within the meaning of the
Prospectus Regulation.
MiFID II product governance / Professional investors and eligible counterparties only target market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of
the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties
and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (for
the purposes of this paragraph, a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
This Transmission is Personal to You and Must Not Be Forwarded. You are reminded that you have accessed
the following offering memorandum on the basis that you are a person into whose possession this offering
memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and
you may not, nor are you authorized to, deliver this document, electronically or otherwise, to any other person, or to
disclose any of its contents, whether orally or in writing, to any other person. If you have gained access to this
transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described
therein.
Actions that You May Not Take: You should not reply by e-mail to this announcement, and you may not
purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the
"Reply" function on your e-mail software, will be ignored or rejected.
THE ATTACHED OFFERING MEMORANDUM IS BEING PROVIDED TO YOU ON A
CONFIDENTIAL BASIS FOR INFORMATIONAL USE SOLELY IN CONNECTION WITH YOUR
CONSIDERATION OF THE PURCHASE OF THE SECURITIES REFERRED TO THEREIN. YOU ARE
NOT AUTHORIZED TO, AND YOU MAY NOT, FORWARD OR DELIVER THE ATTACHED OFFERING
MEMORANDUM, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE
SUCH OFFERING MEMORANDUM IN ANY MANNER WHATSOEVER. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE FOLLOWING OFFERING
MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS
DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE
LAWS OF OTHER JURISDICTIONS.
You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at
your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of
a destructive nature.

OFFERING MEMORANDUM
CONFIDENTIAL

EDF S.A.
$3,000,000,000
consisting of
$1,000,000,000 5.700% Fixed Rate Notes due May 23, 2028
$1,000,000,000 6.250% Fixed Rate Notes due May 23, 2033
$1,000,000,000 6.900% Fixed Rate Notes due May 23, 2053
_______________
The 5.700% fixed rate notes due May 23, 2028 (the "Five-Year Fixed Rate Notes") will bear interest at a rate of 5.700% per annum, the
6.250% fixed rate notes due May 23, 2033 (the "Ten-Year Fixed Rate Notes") will bear interest at a rate of 6.250% per annum and the 6.900%
fixed rate notes due May 23, 2053 (the "Thirty-Year Fixed Rate Notes" and together with the Five-Year Fixed Rate Notes and the Ten-Year
Fixed Rate Notes, the "Notes") will bear interest at a rate of 6.900% per annum. Interest on the Notes will be payable semi-annually in arrears on
May 23 and November 23 of each year with the first such interest payment date on November 23, 2023. See "Description of Notes--Principal,
Maturity and Interest."
EDF S.A. (the "Issuer") may redeem the Notes prior to maturity, in whole or in part, at any time or from time to time at a make-whole
redemption price, as described under "Description of Notes--Redemption--Optional Redemption." The Issuer may also, at any time or from time
to time, during a period of one to six months preceding the applicable maturity date, as the case may be, redeem, in whole or in part, the relevant
series of Notes at par plus any accrued and unpaid interest as described under "Description of Notes--Redemption--Residual Maturity Call Option."
In addition, the Issuer may, at its option, elect to redeem the Notes in whole, but not in part, at a price equal to their principal amount plus accrued
and unpaid interest, if any, upon the occurrence of certain changes in applicable tax law as described under "Description of Notes--Redemption--
Tax Redemption."
The Notes will be the Issuer's senior obligations and will rank equally in right of payment with all of our existing and future senior unsecured
indebtedness (save for certain mandatory exceptions provided by French law).
The Issuer has applied to list the Notes on the Official List of the Luxembourg Stock Exchange and admit them to trading on the Luxembourg
Stock Exchange's Euro MTF Market (the "Euro MTF Market"). The Euro MTF Market is not a regulated market pursuant to the provisions of
Directive 2014/65/EU (as amended, "MiFID II"). This offering memorandum constitutes a prospectus for the purposes of Part IV of the
Luxembourg Law on prospectuses for securities dated July 16, 2019.
Investing in the Notes involves risks. You should consider carefully the information under "Risk Factors" beginning on page 32 of this
offering memorandum before deciding whether to invest in the Notes.
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 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) except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. In the United States, the offering is being made only to "qualified institutional buyers" (as
defined in Rule 144A under the Securities Act) in reliance on Rule 144A under the Securities Act. Prospective purchasers that are qualified
institutional buyers are hereby notified that the initial purchasers of the Notes may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A thereunder. Outside the United States, the offering is being made in reliance on
Regulation S under the Securities Act. See "Notice to Investors" and "Transfer Restrictions" for additional information about eligible offerees
and transfer restrictions.
_______________
Price of the Five-Year Fixed Rate Notes: 99.850% plus accrued interest, if any, from May 23, 2023
Price of the Ten-Year Fixed Rate Notes: 99.897% plus accrued interest, if any, from May 23, 2023
Price of the Thirty-Year Fixed Rate Notes: 99.323% plus accrued interest, if any, from May 23, 2023

It is expected that the Notes will be delivered to purchasers in book entry form through The Depository Trust Company ("DTC") and through
Euroclear and Clearstream (as participants in DTC) on or about May 23, 2023.
_______________
Joint Global Coordinators
BofA Securities
J.P. Morgan
SOCIETE GENERALE
Wells Fargo Securities

Joint Bookrunners
Barclays
BNP PARIBAS
Credit Agricole CIB
Deutsche Bank Securities
Mizuho
Morgan Stanley
MUFG
Santander
SMBC Nikko
Standard Chartered Bank AG
______________
May 17, 2023

You should rely only on the information contained or incorporated by reference in this offering
memorandum. We have not, and the Initial Purchasers (as defined below) have not, authorized anyone to
provide you with any other information. If anyone provides you with different or inconsistent information, you
should not rely on it. You should assume that the information appearing in this offering memorandum is
accurate only as of the date on the front cover of this offering memorandum or, with respect to documents
incorporated by reference, as of the date of such documents. Our business, financial condition, results of
operations and prospects may have changed since the date of this offering memorandum or, with respect to
documents incorporated by reference, since the date of such documents. See "Information Incorporated by
Reference."
This offering memorandum is strictly confidential. You are authorized to use this offering memorandum solely
for the purpose of considering the purchase of the Notes described in this offering memorandum. You may not
reproduce or distribute this offering memorandum, in whole or in part, and you may not disclose any of the contents
of this offering memorandum or use any information herein for any purpose other than considering a purchase of the
Notes. You agree to the foregoing by accepting delivery of this offering memorandum.
The Issuer accepts responsibility for the offering memorandum and confirms that the information contained
therein is, to the best of its knowledge, in accordance with the facts and makes no omission likely to affect its import.
We and Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Credit Agricole
Securities (USA) Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Mizuho Securities USA
LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Santander US Capital Markets LLC, SG
Americas Securities, LLC, SMBC Nikko Securities America, Inc., Standard Chartered Bank AG and Wells
Fargo Securities, LLC (together, the "Initial Purchasers") reserve the right to withdraw the offering of the
Notes at any time or to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all
of the Notes offered hereby. This offering memorandum is personal to each offeree and does not constitute an
offer to any other person or to the public generally to subscribe for or otherwise acquire securities.
Each investor in the Notes will be deemed to make certain representations, warranties and agreements
regarding the manner of purchase and subsequent transfers of the Notes. These representations, warranties
and agreements are described in the section of this offering memorandum entitled "Transfer Restrictions."
The Initial Purchasers have not independently verified any of the information contained herein (financial, legal
or otherwise) and make no representation or warranty, express or implied, as to the accuracy or completeness of the
information contained or incorporated by reference in this offering memorandum, and nothing contained in this
offering memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers. In making
an investment decision, prospective investors must rely on their own examination of the Issuer and the terms of the
offering, including the merits and risks involved. Neither we, nor the Initial Purchasers, nor any of our or their
respective representatives make any representation to any offeree or purchaser of the Notes offered hereby regarding
the legality of an investment by such offeree or purchaser under applicable legal investment or similar laws. You
should consult with your own advisors as to legal, tax, business, financial and related aspects of a purchase of the
Notes.
In this offering memorandum, including the information incorporated by reference herein, we rely on and refer
to information and statistics regarding our industry. We obtained this market data from internal surveys, estimates,
reports and studies, where appropriate, as well as independent industry publications or other publicly available
information. External industry studies generally state that the information contained therein has been obtained from
sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. Although
we believe that the external sources are reliable, we have not verified, and make no representations as to, the accuracy
and completeness of such information. Similarly, internal surveys, estimates, reports and studies, while believed to be
reliable, have not been independently verified, and neither we nor the Initial Purchasers make any representations as
to the accuracy of such information.
In connection with the issue of the Notes, one or more of Barclays Capital Inc., BNP Paribas Securities Corp.,
BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities
LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Santander US
ii

Capital Markets LLC, SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., Standard Chartered Bank
AG and Wells Fargo Securities, LLC (the "Stabilizing Manager(s)") (or persons acting on behalf of any Stabilizing
Manager(s)) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a
level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager(s)
(or persons acting on behalf of a Stabilizing Manager) will undertake stabilization action. Any stabilization action
may begin on or after the date on which adequate 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 overallotment must be conducted
by the relevant Stabilizing Manager(s) (or person(s) acting on behalf of any Stabilizing Manager(s)) in accordance
with all applicable laws and rules.
IN CONNECTION WITH THIS OFFERING, THE INITIAL PURCHASERS ARE NOT ACTING FOR
ANYONE OTHER THAN THE ISSUER AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN
THE ISSUER FOR PROVIDING THE PROTECTIONS AFFORDED TO THEIR CLIENTS NOR FOR
PROVIDING ADVICE IN RELATION TO THE OFFERING.
iii

NOTICE TO INVESTORS
The distribution of this offering memorandum and the offering and sale of the Notes in certain jurisdictions may
be restricted by law. We and the Initial Purchasers require persons into whose possession this offering memorandum
comes to inform themselves about and to observe any such restrictions. This offering memorandum may not be used
for, or in connection with, and does not constitute, any offer to sell or solicitation of an offer to purchase the Notes by
anyone in any jurisdiction or under any circumstance in which such offer or solicitation is not authorized or is unlawful.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
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 any other jurisdiction, and may not be offered or sold in the United States or to, or for the
account or benefit of, U.S. Persons (as such terms are defined in Regulation S under the Securities Act), except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act
and any applicable state or local securities laws.
In the United States, the offering is being made only to "qualified institutional buyers" (as defined in Rule 144A
under the Securities Act) in reliance on Rule 144A under the Securities Act. Prospective purchasers that are qualified
institutional buyers are hereby notified that the Initial Purchasers of the Notes may be relying on the exemption from
the provisions of Section 5 of the Securities Act provided by Rule 144A thereunder. 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."
Neither the U.S. Securities and Exchange Commission ("SEC") nor any state securities commission has
approved or disapproved of these securities or determined if this offering memorandum is truthful or complete.
Any representation to the contrary is a criminal offense.
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 any 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 this
investment for an indefinite period of time. Please refer to the sections in this offering memorandum entitled "Plan of
Distribution" and "Transfer Restrictions."
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold, or
otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and
any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus
Regulation as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document
required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation
In addition, the communication of this offering memorandum and any other document or materials relating to the
issue of the securities offered hereby is not intended to be, and has not been approved by, an "authorised person"
within the meaning of Section 21(1) of the FSMA. As a consequence, the offering memorandum is being distributed
to and is only directed at persons who (i) are located outside of the United Kingdom, (ii) are investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "Order"), or (iii) are high net worth entities and other persons to whom it may be lawfully
iv

communicated falling within Article 49(2)(a) to (d) of the Order (all such persons mentioned in paragraphs (i), (ii)
and (iii) collectively being referred to as "Relevant Persons"). The Notes are directed only at Relevant Persons and
no invitation, offer or agreements to subscribe, purchase or acquire the Notes referred to in this offering memorandum
may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or
rely on this offering memorandum or any information contained herein.
No person may communicate or cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the
securities other than in circumstances in which Section 21(1) of the FSMA does not apply to us.
NOTICE TO INVESTORS REGARDING THE PRIIPS REGULATION, THE PROSPECTUS
REGULATION AND THE PROHIBITION OF SALES TO EEA RETAIL INVESTORS
With respect to the European Economic Area (the "EEA"), this offering memorandum is only being distributed
to and is only directed at, and any offer subsequently made may only be directed at persons who are "qualified
investors" as defined in Article 2(e) of the Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation").
In particular, the Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no
key information document required by Regulation (EU) no. 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA, and no Prospectus
Regulation compliant prospectus subject to the approval of the French Autorité des Marchés Financiers (the "AMF")
or any other EEA member state's regulator have been or will be prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation
and the Prospectus Regulation.
This offering memorandum has been prepared on the basis that any offer of Notes in any member state of the
EEA (each, a "Member State") will be made pursuant to an exemption under the Prospectus Regulation from the
requirement to publish a prospectus for offers of Notes. This offering memorandum is not a prospectus for the purposes
of the Prospectus Regulation in relation to such offer. The Notes have not been and will not be offered or sold or
caused to be offered or sold, directly or indirectly, to retail investors in France or in any other Member State and
neither this offering memorandum, nor any other offering material or information contained therein relating to the
Notes, has been submitted to the approval of the AMF or of any competent authority of another Member State. Neither
this offering memorandum, nor any other offering material or information contained therein relating to the Notes has
been or will be released, issued or distributed or caused to be released, issued or distributed, directly or indirectly, to
retail investors in France or any other Member State, or used in connection with any offer for subscription, exchange
or sale of the Notes to retail investors in France or any other Member State. Neither the Issuer nor the Initial Purchasers
have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation
arises for the Issuer or the Initial Purchasers to publish a Prospectus Regulation compliant prospectus for such offer.
The Issuer has not authorized and does not authorize the making of any offer of Notes through any financial
intermediary, other than offers made by the Initial Purchasers with a view to the final placement of the Notes as
contemplated in this offering memorandum. Accordingly, no purchaser of the Notes, other than the Initial Purchasers,
is authorized to make any further offer of the Notes on behalf of the Issuer or the Initial Purchasers.
MIFID II PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS
AND ECPS ONLY TARGET MARKET
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties
and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (for
the purposes of this paragraph, a "distributor") should take into consideration the manufacturers' target market
v

assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
NOTICE TO PROSPECTIVE INVESTORS IN LUXEMBOURG
This offering memorandum constitutes a prospectus for the purpose of Part IV of the Luxembourg law of July 16,
2019 on prospectuses for securities (the "Luxembourg Prospectus Act"). This offering memorandum has not been
approved by, and will not be submitted for approval to, the Luxembourg Financial Services Authority (Commission
de Surveillance du Secteur Financier) (the "CSSF") for purposes of a 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, communication or other material may be distributed, or otherwise made available in or from, or
published in Luxembourg, except for the sole purpose of the listing on the Official List of the Luxembourg Stock
Exchange and the admission to trading of the Notes on the Euro MTF Market and except in circumstances which do
not constitute an offer of securities to the public which benefits from an exemption to or constitutes a transaction not
subject to, the requirement to publish a prospectus in accordance with the Luxembourg Prospectus Act and the EU
Prospectus Regulation.
NOTICE TO PROSPECTIVE INVESTORS IN JAPAN
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan
(Act No. 25 of 1948, as amended, the "FIEA"). The Notes may not be offered or sold, directly or indirectly, in Japan
or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other
entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or
for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of, and
otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.
NOTICE TO PROSPECTIVE INVESTORS IN HONG KONG
The Notes may not be offered or sold in Hong Kong by means of any document other than (i) to "professional
investors" as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) ("Securities and
Futures Ordinance") and any rules made thereunder, or (ii) in other circumstances which do not result in the
document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32 of the Laws of Hong Kong) ("Companies (Winding Up and Miscellaneous Provisions) Ordinance") or
which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance, and no advertisement, invitation or document relating to the Notes may be issued or may be
in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is
directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted
to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be
disposed of only to persons outside Hong Kong or only to "professional investors" in Hong Kong as defined in the
Securities and Futures Ordinance and any rules made thereunder.
NOTICE TO PROSPECTIVE INVESTORS IN SINGAPORE
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 (2020 Revised Edition) of
Singapore (the "SFA") - In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined the classification
of the Notes as prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).
This offering memorandum has not been and will not be registered as a prospectus with the Monetary Authority
of Singapore. Accordingly, the offering memorandum and any other document or material in connection with the offer
or sale, or invitation for subscription or purchase, of the Notes will not be circulated or distributed, nor will the Notes
vi

be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly,
to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to
Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1)
of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in
Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable
provision of the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a
corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is
to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an
accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-
based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries'
rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation
or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except: (a) to an
institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or
Section 276(4)(c)(ii) of the SFA; (b) where no consideration is or will be given for the transfer; (c) where the transfer
is by operation of law; (d) as specified in Section 276(7) of the SFA; or (e) as specified in Regulation 37A of the
Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations
2018 of Singapore.
NOTICE TO PROSPECTIVE INVESTORS IN CANADA
The Notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that
are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance
with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this offering memorandum (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed
by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult
with a legal advisor.
Pursuant to Section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Initial
Purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts
of interest in connection with this offering.

vii