Obligation Grupo Antolin 3.25% ( XS1598243142 ) en EUR

Grupo Antolin

100 % ⇌

Espagne

XS1598243142 ( en EUR )

3.25% par an ( paiement annuel )

30/04/2024 - Obligation échue

Prospectus brochure de l'obligation Grupo Antolin XS1598243142 en EUR 3.25%, échue

100 000 EUR

400 000 000 EUR

Grupo Antolin est un fournisseur mondial de premier plan de systèmes intérieurs automobiles, spécialisé dans la conception, le développement et la fabrication de pièces telles que les panneaux de porte, les tableaux de bord et les plafonds.

L'Obligation émise par Grupo Antolin ( Espagne ) , en EUR, avec le code ISIN XS1598243142, paye un coupon de 3.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/04/2024

OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES

Grupo Antolín-Irausa, S.A.
400 million 3.25% Senior Secured Notes due 2024

Grupo Antolín-Irausa, S.A., a limited liability company (sociedad anónima) incorporated and existing under the laws
of Spain (the "Company"), issued 400.0 million 3.25% Senior Secured Notes due 2024 (the "Notes"). Interest will be paid on
the Notes semi-annually in arrears in cash on April 30 and October 30 of each year, commencing October 30, 2017.
The Notes will mature on April 30, 2024. Prior to April 30, 2020, the Company may redeem the Notes, in whole or in
part, at any time at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and
additional amounts, if any, plus the applicable "make whole" premium, as described herein. In addition, prior to April 30, 2020,
the Company may redeem at its option up to 40% of the aggregate principal amount of the Notes with the net cash proceeds
from certain equity offerings at the redemption price set forth in this offering memorandum. At any time on or after April 30,
2020, the Company will be entitled at its option to redeem all or a portion of the Notes, upon not less than ten days' notice, at the
applicable redemption price set forth in this offering memorandum. See "Description of the Notes--Optional Redemption".
The Company may redeem all of the Notes, at any time, at a price equal to their principal amount plus accrued and unpaid
interest, if any, and additional amounts, if any, upon the occurrence of certain changes in applicable tax law. Upon the
occurrence of certain events of default constituting a "change of control", the Company will be required to make an offer to
repurchase the Notes at 101% of the principal amount redeemed, plus accrued and unpaid interest, if any, and additional
amounts, if any.
The Notes are senior obligations of the Company secured by (i) a third-ranking pledge over 32.6% of the shares of the
Company held by Castilfalé Gestión, S.A.U. and (ii) a third-ranking pledge over 67.4% of the shares of the Company held by
Grupo Antolin HoldCo S.A. (the "Collateral"). Notwithstanding the fact that the Notes are secured by third-ranking pledges,
pursuant to the Intercreditor Agreement (as defined herein), recoveries received upon enforcement of the Collateral will be
applied pro rata in repayment of liabilities in respect of the Notes, the 400.0 million 5.125% Senior Secured Notes due 2022
issued by Grupo Antolin Dutch B.V. ("Dutch Finco"), a subsidiary of the Company (the "2022 Notes") and the Senior
Facilities (as defined herein). See "Description of Other Indebtedness--Intercreditor Agreement".
The Notes rank equally in right of payment with all of the Company's existing and future senior debt (including its
parent guarantee of the 2022 Notes) and senior to any of its existing or future subordinated debt. Certain of the Company's
subsidiaries (the "Guarantors") guarantee the Notes (the "Guarantees") from the Issue Date; provided, however, that the
Company will use its best efforts to cause Antolin Ebergassing GmbH to deliver a Guarantee on or before June 30, 2017. See
"Summary--The Offering--Guarantors" and "Summary--Recent Developments". Local laws may limit your rights to enforce
certain guarantees and, in addition, your rights with respect to the Notes and the Guarantees will be subject to an intercreditor
agreement dated March 21, 2014 (the "Intercreditor Agreement") entered into with, among others, lenders under our senior
term facilities and revolving credit facility originally dated March 13, 2014 (as amended and/or amended and restated from
time to time, the "Senior Facilities Agreement") and the trustee on behalf of the holders of the 2022 Notes, and to which the
trustee on behalf of the holders of the Note will accede on the Issue Date. See "Description of Other Indebtedness".
There is currently no public market for the Notes. An application has been made to have the Notes admitted to the
Official List of the Luxembourg Stock Exchange for trading on the Euro MTF Market ("Euro MTF").
This offering memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on
Prospectuses for Securities, as amended, and includes information on the terms of the Notes, including redemption and
repurchase prices, covenants and transfer restrictions.

Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 30 for a discussion
of certain risks that you should consider in connection with an investment in any of the Notes.

Issue price for the Notes: 100.00%
plus accrued interest, if any, from the Issue Date.

This offering memorandum does not constitute an offer to sell, or the solicitation of an offer to buy, securities
in any jurisdiction where such offer or solicitation is unlawful. The Notes have not been and will not be registered under
the US federal or state securities laws or the securities laws of any other jurisdiction and may not be offered or sold
within the US or to, or for the account or benefit of, US persons (as defined in Regulation S under the US Securities Act
of 1933 ("Regulation S"), as amended (the "Securities Act")), except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. Accordingly, the Initial Purchasers named below are
offering the Notes only to "qualified institutional buyers" ("QIBs"), as defined in Rule 144A under the Securities Act
("Rule 144A"), in reliance on Rule 144A, and to persons outside the US in reliance on Regulation S. See "Notice to
Investors" and "Transfer Restrictions" for further details about eligible offerees and resale restrictions.
The Notes were issued in denominations of 100,000 and integral multiples of 1,000 in excess thereof and are only
transferable in minimum principal amounts of 100,000 and integral multiples of 1,000 in excess thereof. The Notes were
represented on issue by one or more global notes, which were delivered through Euroclear Bank S.A./N.V. ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream") on April 21, 2017.

Bookrunners
Deutsche Bank
BBVA
BNP PARIBAS
Santander
Société Générale
Co-managers
Banca March
Banco Sabadell
BANKIA
Bankinter
CaixaBank

The date of this offering memorandum is June 21, 2017

TABLE OF CONTENTS

Page
NOTICE TO INVESTORS ..................................................................................................................................................................
ii
USE OF TERMS AND CONVENTIONS ............................................................................................................................................
vi
FORWARD LOOKING STATEMENTS ............................................................................................................................................
ix
PRESENTATION OF FINANCIAL AND OTHER DATA.................................................................................................................
xi
EXCHANGE RATE AND CURRENCY INFORMATION ................................................................................................................
xiv
SUMMARY .........................................................................................................................................................................................
1
THE OFFERING ..................................................................................................................................................................................
15
SUMMARY FINANCIAL DATA AND OTHER DATA ....................................................................................................................
19
RISK FACTORS ..................................................................................................................................................................................
27
USE OF PROCEEDS ...........................................................................................................................................................................
53
CAPITALIZATION .............................................................................................................................................................................
54
SELECTED FINANCIAL AND OTHER INFORMATION................................................................................................................
56
OPERATING AND FINANCIAL REVIEW AND PROSPECTS .......................................................................................................
61
INDUSTRY ..........................................................................................................................................................................................
93
BUSINESS ...........................................................................................................................................................................................
98
MANAGEMENT .................................................................................................................................................................................
128
SHAREHOLDERS AND CERTAIN TRANSACTIONS ....................................................................................................................
131
DESCRIPTION OF OTHER INDEBTEDNESS ..................................................................................................................................
133
DESCRIPTION OF THE NOTES ........................................................................................................................................................
141
BOOK-ENTRY, DELIVERY AND FORM .........................................................................................................................................
201
TAXATION .........................................................................................................................................................................................
204
CERTAIN ERISA CONSIDERATIONS .............................................................................................................................................
213
PLAN OF DISTRIBUTION .................................................................................................................................................................
215
TRANSFER RESTRICTIONS .............................................................................................................................................................
218
LEGAL MATTERS .............................................................................................................................................................................
222
INDEPENDENT AUDITORS .............................................................................................................................................................
222
WHERE YOU CAN FIND MORE INFORMATION ..........................................................................................................................
222
ENFORCEABILITY OF CIVIL LIABILITIES ...................................................................................................................................
223
LISTING AND GENERAL INFORMATION .....................................................................................................................................
225
INDEX TO THE FINANCIAL STATEMENTS ..................................................................................................................................
F-1

i

NOTICE TO INVESTORS
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY
STATE SECURITIES LAWS AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED OR SOLD IN THE
US OR TO US PERSONS. SEE "PLAN OF DISTRIBUTION" AND "TRANSFER RESTRICTIONS". INVESTORS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE
SELLER OF ANY SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A.
No dealer, salesperson or other person has been authorized to give any information or to make any representation not
contained in this offering memorandum and, if given or made, any such information or representation must not be relied upon
as having been authorized by the Company, any of its affiliates or the Initial Purchasers (as defined herein) or their respective
affiliates. This offering memorandum does not constitute an offer of any securities other than those to which it relates or an
offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where such an offer or solicitation would be
unlawful. Neither the delivery of this offering memorandum nor any sale made under it shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company since the date of this offering memorandum or that
the information contained in this offering memorandum is correct as of any time subsequent to that date.
By receiving this offering memorandum, investors acknowledge that they have had an opportunity to request for
review, and have received, all additional information they deem necessary to verify the accuracy and completeness of the
information contained in this offering memorandum. Investors also acknowledge that they have not relied on the Initial
Purchasers in connection with their investigation of the accuracy of this information or their decision whether to invest in the
Notes.
The contents of this offering memorandum may only be used for the purpose for which this offering memorandum has
been published and are not to be considered legal, business, financial, investment, tax or other advice. Prospective investors
should consult their own counsel, accountants and other advisors as to legal, business, financial, investment, tax and other
aspects of a purchase of the Notes. In making an investment decision, investors must rely on their own examination of the
Company and its affiliates, the terms of the offering of the Notes and the merits and risks involved.
This offering is being made in reliance upon exemptions from registration under the Securities Act for an offer and
sale of securities that does not involve a public offering. The Notes are subject to restrictions on transferability and resale and
may not be transferred or resold except as permitted under the Securities Act and applicable securities laws of any other
jurisdiction pursuant to registration or exemption therefrom. If you purchase the Notes, you will be deemed to have made
certain acknowledgments, representations and warranties. See "Transfer Restrictions". The Notes have not been and will not be
registered with, recommended by or approved by the US Securities and Exchange Commission or any other US federal, state or
foreign securities commission or regulatory authority, nor has the US Securities and Exchange Commission or any such
commission or regulatory authority reviewed or passed upon the accuracy or adequacy of this offering memorandum. Any
representation to the contrary is a criminal offense in the United States.
The Initial Purchasers and Deutsche Trustee Company Limited (the "Trustee") make no representations or warranties,
express or implied, as to the accuracy or completeness of the information contained in this offering memorandum. Nothing
contained in this offering memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers or the
Trustee as to the past or future.
We have prepared this offering memorandum solely for use in connection with the offer of the Notes to QIBs under
Rule 144A and to non-US persons (within the meaning of Regulation S) outside the United States under Regulation S.
The Company reserves the right to withdraw the offering of the Notes at any time. The Company and the Initial
Purchasers reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or for no reason and to
allot to any prospective purchaser less than the full amount of the Notes sought by such purchaser.
The laws of certain jurisdictions may restrict the distribution of this offering memorandum and the offer and sale of the
Notes. Persons into whose possession this offering memorandum or any of the Notes come must inform themselves about, and
observe, any such restrictions. None of the Company, the Initial Purchasers, the Trustee or their respective representatives are
ii

making any representation to any offeree or any purchaser of the Notes regarding the legality of any investment in the Notes by
such offeree or purchaser under applicable investment or similar laws or regulations. For a further description of certain
restrictions on the offering and sale of the Notes and the distribution of this offering memorandum, see "--Notice to Investors
in the European Economic Area", "--Notice to Certain Other European Investors" and "Transfer Restrictions".
To purchase the Notes, investors must comply with all applicable laws and regulations in force in any jurisdiction in
which investors purchase, offer or sell the Notes or possess or distribute this offering memorandum. Investors must also obtain
any consent, approval or permission required by such jurisdiction for investors to purchase, offer or sell any of the Notes under
the laws and regulations in force in any jurisdiction to which investors are subject. None of the Company, its affiliates, the
Trustee or the Initial Purchasers or their respective affiliates will have any responsibility therefor.
No action has been taken by the Initial Purchasers, the Company or any other person that would permit an offering of
the Notes or the circulation or distribution of this offering memorandum or any offering material in relation to the Company or
its affiliates or the Notes in any country or jurisdiction where action for that purpose is required.
The Notes will only be issued in fully registered form and in denominations of 100,000 and integral multiples of
1,000 in excess thereof. Notes sold to QIBs in reliance on Rule 144A will initially be represented by one or more global Notes
in registered form without interest coupons attached (the "Rule 144A Global Notes"). Notes sold to non-US persons outside
the US in reliance on Regulation S will be represented by one or more global Notes in registered form without interest coupons
attached (the "Regulation S Global Notes" and, together with the Rule 144A Global Notes, the "Global Notes"). The Global
Notes were deposited, on the Issue Date with, or on behalf of, a common depositary for the accounts of the Euroclear and
Clearstream and registered in the name of the nominee of the common depositary. Prior to the date that is 40 days after the later
of the commencement of the offering or the Issue Date, beneficial interests in a Regulation S Global Note may not be able to be
offered, sold or delivered to, or for the account or benefit of, US persons pursuant to restrictions under the US federal securities
laws. See "Book-Entry, Delivery and Form".
We accept responsibility for the information contained in this offering memorandum. To the best of our knowledge
and belief (having taken reasonable care to ensure that such is the case), the information contained in this offering memorandum
is in accordance with the facts in all material respects and does not omit anything likely to affect the import of such information
in any material respect. We accept responsibility accordingly.
IN CONNECTION WITH THIS ISSUE, DEUTSCHE BANK AG, LONDON BRANCH (THE "STABILIZING
MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD AFTER THE ISSUE DATE.
HOWEVER, THERE IS NO OBLIGATION ON THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF
OF THE STABILIZING MANAGER) TO UNDERTAKE SUCH ACTION. SUCH STABILIZING ACTION MAY BEGIN
ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
NOTES TAKES PLACE AND, IF BEGUN, MAY BE DISCONTINUED AT ANY TIME BUT MUST END NO LATER
THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. ANY STABILIZING ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY
THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "PLAN OF DISTRIBUTION".
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This offering memorandum has been prepared on the basis that all offers of the Notes were made pursuant to an
exemption under Article 3 of Directive 2003/71/EC (the "Prospectus Directive", as implemented in Member States of the
European Economic Area and any amendments thereto, including the 2010 Prospectus Directive Amending Directive, to the
extent implemented in the Relevant Member State), from the requirement to produce and publish a prospectus for offers of the
Notes. Accordingly, any person making or intending to make any offer within the European Economic Area of the Notes should
only do so in circumstances in which no obligations arise for us or any of the Initial Purchasers to produce a prospectus for such
offer. Neither we nor the Initial Purchasers have authorized, nor do we or they authorize, the making of any offer of Notes
through any financial intermediary, other than offers made by the Initial Purchasers, which constitute a final placement of the
Notes contemplated in this offering memorandum.
iii

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive
(each, a "Relevant Member State") each Initial Purchaser has represented and agreed that, with effect from and including the
date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make any
offer of Notes which are the subject of the offering contemplated by this offering memorandum to the public in that Relevant
Member State 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), subject to obtaining the prior consent of the relevant dealer or dealers nominated by the Company
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 Notes shall result in a requirement for the Company or any Initial Purchaser to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or a supplemental prospectus pursuant to Article 16 of the
Prospectus Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any 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 for 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.
The expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and
includes any relevant implementing measure in the Relevant Member State.
NOTICE TO CERTAIN OTHER EUROPEAN INVESTORS
Spain
The Notes may not be sold, offered or distributed to persons in Spain, except in circumstances which do not constitute
a public offer (oferta pública) of securities in Spain, in accordance with article 35 of the Securities Market Act (Real Decreto
Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores) as amended
and restated, or pursuant to an exemption from registration in accordance with article 41 of the Royal Decree 1310/2005,
implementing the Securities Market Act. Neither the Notes, this offering nor this offering memorandum and its contents have
been approved or registered with the Spanish Securities and Exchange Commission (Comisión Nacional del Mercado de
Valores), and therefore it is not intended for the public offering of Notes in Spain.
United Kingdom
This offering memorandum is directed solely at:
(i)
persons who are outside the United Kingdom;
(ii)
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, as amended;
(iii)
high net worth entities, and other persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended; and
(iv)
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 any Notes
may otherwise lawfully be communicated or caused to be communicated,
(all such persons in (i), (ii), (iii) and (iv) above together being referred to as "relevant persons").
iv

Any investment or investment activity to which this offering memorandum relates will only be available to and will
only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this offering
memorandum.
France
This offering memorandum has not been prepared in the context of a public offering of financial securities in France
within the meaning of Article L.411-1 of the French Code monétaire et financier and Title I of Book II of the Règlement
Général of the Autorité des marchés financiers and therefore has not been and will not be submitted for clearance to the
Règlement Général of the Autorité des marchés financiers. Consequently, the Notes are not being offered, directly or indirectly,
to the public in France and this offering memorandum has not been and will not be released, issued or distributed or caused to be
released, issued or distributed to the public in France. Offers, sales and distributions of the Notes in France will be made only to
qualified investors (investisseurs qualifiés) acting for their own accounts or to a closed circle of investors (cercle restreint
d'investisseurs) acting for their own accounts or to providers of the investment service of portfolio management for the account
of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour le compte de tiers) as defined
in, and in accordance with, Articles L.411-2 and D.411-1 to D.411-4, D.744-1, D.754-1 and D.764-1 of the French Code
monétaire et financier. The Notes may only be offered, directly or indirectly, to the public in France, 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 Germany only in accordance with 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. 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. Any resale of the Notes in Germany may only be made in accordance with the German
Securities Prospectus Act and other applicable laws. We have not, and do 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 European Economic Area, with which a
securities prospectus may have been filed, pursuant to Section 17 Para. 3 of the German Securities Prospectus Act.
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 Decee no. 58 of February 24, 1998 as amended (the
"Financial Services Act") and to Consob Regulation No. 11971 of May 14, 1999 as amended (the "Issuers Regulation") and,
accordingly, no Notes may, and 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 (operatori qualificati), as defined in Article 34-ter, paragraph 1(b), of Issuers
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.
v

USE OF TERMS AND CONVENTIONS
Unless otherwise specified or the context requires otherwise in this offering memorandum:
· references to "2021 Notes" are to the 400.0 million 4.75% Senior Secured Notes due 2021 issued by Dutch
Finco pursuant to an indenture dated March 21, 2014, which were repurchased or redeemed in connection with
this offering. See "Use of Proceeds";
· references to "2021 Notes Funding Loan" are to the funding loan made pursuant to the agreement dated
March 21, 2014, by and between Dutch Finco, as lender, and the Company, as borrower, pursuant to which Dutch
Finco extended to the Company a loan, the principal amount of which is equal to the aggregate principal amount
of the 2021 Notes;
· references to "2022 Notes" are to the 400.0 million 5.125% Senior Secured Notes due 2022 issued by Dutch
Finco pursuant to an indenture dated June 23, 2015;
· references to "ADE Facility" are to the facility dated October 22, 2012, between the Agencia de Innovación,
Financiación e Internacionalización Empresarial de Castilla y León, a public company wholly-owned by the
regional government of Castilla y León, and the Company, for an amount up to 70.0 million, with an outstanding
balance of 60.0 million as of December 31, 2016, which was repaid with cash on balance sheet on March 15,
2017;
· references to "APAC" are to Australia, China, India, Indonesia, Japan, Malaysia, Philippines, South Korea,
Taiwan and Thailand, collectively;
· references to "Collateral" are to (i) the third-ranking pledge over 32.6% of the shares of the Company held by
Castilfalé Gestión, S.A.U. and (ii) the third-ranking pledge over 67.4% of the shares of the Company held by
Grupo Antolin HoldCo S.A., which were granted within 30 days of the Issue Date. See "Summary--Summary
corporate and financing structure";
· references to "Company" are to Grupo Antolín-Irausa, S.A., a limited liability company (sociedad anónima)
incorporated and existing under the laws of Spain and the issuer of the Notes offered hereby;
· references to "Divested Business" are the companies formerly included in our Seating business segment which
were sold in connection with the Divestment and which, collectively, include Grupo Antolín-Ara, S.A.U., Grupo
Antolín-Ardasa, S.A.U., Grupo Antolín-Álava, S.A.U., Grupo Antolín-Vigo, S.A.U., Grupo
Antolín-PGA, S.A.U., Grupo Antolín-Martorell, S.A.U., Grupo Antolín-Magnesio, S.A.U., Grupo
Antolín-Valença-Componentes Automóvel, S.A., Midtown Invest, S.L., Grupo Antolín-Loire S.A.S., Grupo
Antolin Ingenierie Sieges, S.A.S., Grupo Antolin Jarny, S.A.S., 70% of Antolín-CIE Czech Republic, s.r.o. and
certain assets of Antolin Tanger, S.A.R.L.;
· references to "Divestment" are to the sale of the Divested Business pursuant to a sale and purchase agreement
dated February 6, 2017 by and among the Company and certain of its affiliates, as sellers, and Lear Corporation
and certain of its affiliates, as buyers. See "Summary--Recent Developments";
· references to "Dutch Finco" are to Grupo Antolin Dutch B.V., a wholly-owned subsidiary of the Company and
the issuer of the 2021 Notes (to be redeemed or repaid in connection with the Issuance) and the 2022 Notes;
· references to "Eastern Europe" are to the following countries Belarus, Bulgaria, Czech Republic, Hungary,
Kazakhstan, Poland, Romania, Russia, Serbia, Slovakia, Slovenia, Turkey, Ukraine and Uzbekistan;
· references to "emerging markets" and "emerging economies" are to growth markets and growth economies,
excluding the US;
· references to "EU" are to the European Union as of the date of this offering memorandum;
vi

· references to "Europe" are to Western Europe and Eastern Europe, collectively;
· references to "Group", "Grupo Antolin", "we", "us" and "our" are to the Company together with its
consolidated subsidiaries;
· references to "growth markets" and "growth economies" are to economies where we are experiencing
increasing demand for our products and which include the US, Mexico, Brazil, Turkey, Russia, China, India and
Thailand;
· references to "Guarantees" are to the unconditional guarantees of the Notes granted by the Guarantors. See
"Summary--Summary corporate and financing structure";
· references to "Guarantors" are to the entities listed in "Summary--The Offering--Guarantors".
· references to "IFRS-EU" are to the International Financial Reporting Standards promulgated by the International
Accounting Standards Board and as adopted by the European Union;
· references to "Indenture" are to the indenture governing the Notes and dated as of the Issue Date;
· references to "Initial Purchasers" are to Deutsche Bank AG, London Branch, Banco Bilbao Vizcaya
Argentaria, S.A., BNP Paribas, Banco Santander, S.A., Société Générale, CaixaBank, S.A., Bankinter, S.A.,
Bankia, S.A., Banca March, S.A. and Banco de Sabadell, S.A.;
· references to "Intercreditor Agreement" are to the intercreditor agreement dated March 21, 2014 (as amended
and/or amended and restated from time to time) entered into with, among others, lenders under our Senior
Facilities Agreement and the trustee on behalf of the holders of the 2022 Notes, to which the Trustee will accede
on the Issue Date as a creditor representative on behalf of the holders of the Notes. See "Description of Other
Indebtedness--Intercreditor Agreement";
· references to "Issuance" are to the issuance of the Notes;
· references to "Issue Date" are to April 21, 2017;
· references to "JIT" are to just in time;
· references to "Magna" and "Magna Group" are to Magna International Inc. and its subsidiaries;
· references to "Magna Interiors Business" are to the Magna Subsidiaries, the interests in the Magna JVs and the
other assets and properties of Magna related to its interior business in Germany (Roitzsch division, included in
Näher Automotive GmbH), Czech Republic (Liban division, included in Magna Exteriors & Interiors (Bohemia),
s.r.o.), Slovakia (Trnava division, included in Magna Slovteca, s.r.o.) and India (Pune division) included in
Magna Closures Automotive Private, Ltd., as well as certain automotive real estate assets and leasehold
improvements, each acquired from Magna pursuant to the terms and conditions of the sale and purchase
agreement dated April 16, 2015, by and among the Company, as buyer, and certain of Magna subsidiaries listed
therein;
· references to "Magna JVs" are to Dae Yee Intier Co. Ltd., Plastimat Hungary Kft, Changshu Intier Automotive
Interiors Co., Ltd. and Changchun Intier Automotive Interiors Co., Ltd.;
· references to "Magna Subsidiaries" are to Magna Interiors (Austria) GmbH, Magna Beteiligung
(Austria) GmbH, Burg Design GmbH, Magna Interiors GmbH, Magna Interiors (Germany) GmbH, Magna
Interiors (Massen) GmbH, Magna Interiors (Europe) GmbH, Magna Automotive (Hungary) Kft, Magna Interiors
(UK) Limited, Magna Exteriors & Interiors USA, Inc. (including Interlink Automotive, LLC and its 100%
interest in Magna Exteriors & Interiors (Suzhou) Co. Ltd.), Administration de Toluca Interiors, S.A. de C.V.,
Intier Automotive Interiors de Mexico, S.A. de C.V. and Intier Automotive Interiors de Saltillo, S.A. de C.V.;
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· references to "Mercosur" are to Argentina, Brazil, Bolivia, Chile, Colombia, Ecuador, Paraguay, Peru, Uruguay
and Venezuela, collectively;
· references to "North America" and "NAFTA" are to the US, Canada and Mexico, collectively;
· references to "Notes" are to the 400.0 million 3.25% Senior Secured Notes due 2024 offered hereunder;
· references to "OEM" are to original equipment manufacturer;
· references to "R&D" are to research and development;
· references to "Senior Facilities" are to the senior term facilities and the revolving credit facility made available
under the Senior Facilities Agreement;
· references to "Senior Facilities Agreement" are to the senior term and revolving credit facilities agreement
originally dated March 13, 2014 (as amended and/or amended and restated from time to time), entered into
between, among others, the Company, as the original borrower, various subsidiaries of the Company, as original
guarantors, the original lenders listed therein and Deutsche Bank AG, London Branch, as agent and security
agent. See "Description of Other Indebtedness--Senior Facilities Agreement";
· references to "SFA Guarantors" are to the Company, Dutch Finco and the Guarantors.
· references to "TCO" are to technical-commercial offices;
· references to "Trustee" are to Deutsche Trustee Company Limited, as trustee under the Indenture; and
· references to "Western Europe" are to Austria, Belgium, Finland, France, Germany, Italy, the Netherlands,
Portugal, Spain, Sweden, Switzerland and the United Kingdom, collectively.
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