Obligation AnaCap Financial Europe 5% ( XS1649046874 ) en EUR

AnaCap Financial Europe

100 % ▲

Royaume-uni

XS1649046874 ( en EUR )

5% par an ( paiement trimestriel )

29/07/2024 - Obligation échue

Prospectus brochure de l'obligation AnaCap Financial Europe XS1649046874 en EUR 5%, échue

AnaCap Financial Partners est une société de capital-investissement européenne axée sur le secteur des services financiers, réalisant des investissements majoritaires et minoritaires dans des entreprises de taille moyenne.

L'Obligation émise par AnaCap Financial Europe ( Royaume-uni ) , en EUR, avec le code ISIN XS1649046874, paye un coupon de 5% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 29/07/2024

Offering Memorandum
Not for general distribution in the United States

AnaCap Financial Europe S.A. SICAV-RAIF
325,000,000 Senior Secured Floating Rate Notes due 2024
AnaCap Financial Europe S.A. SICAV-RAIF, a public limited liability company (société anonyme) incorporated and existing under the laws of Luxembourg as a reserved
alternative investment fund (fonds d'investissement alternatif réservé) in the form of an investment company with variable capital (société d'investissement à capital variable),
with registered office at E Building, Parc d'Activités Syrdall, 6, Rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg, Grand Duchy of Luxembourg and is registered with
the Luxembourg Register of Trade and Companies under number B216080 (the "Company"), is offering 325.0 million aggregate principal amount of its Senior Secured
Floating Rate Notes due 2024 (the "Notes").
The Company will pay interest on the Notes, in cash, quarterly in arrears on each February 1, May 1, August 1 and November 1, commencing November 1, 2017. The Notes
will bear interest at a rate per annum, reset quarterly, equal to the sum of (i) three-month Euro Interbank Offered Rate ("EURIBOR") (subject to a 0% floor) plus (ii) 5.00%.
The Notes will mature on August 1, 2024. At any time on or after August 1, 2019, the Company may redeem all or a portion of the Notes at the redemption prices set forth in
this offering memorandum (the "Offering Memorandum"). At any time prior to August 1, 2019, the Company may, at its option, redeem all or a portion of the Notes at a
redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, plus
the applicable "make-whole" premium as described in this Offering Memorandum. At any time prior to August 1, 2019, the Company may, at its option, also redeem up to
40% of the aggregate principal amount of the Notes (including the principal amount of any Additional Notes) with the net cash proceeds from certain equity offerings at a
redemption price equal to 100% of their principal amount, plus the interest rate per annum on the Notes applicable on the date on which a notice of redemption is given, plus
accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, if at least 60% of the originally issued aggregate principal amount of the
Notes (including the principal amount of any Additional Notes) remains outstanding.
In the event of certain developments affecting taxation, the Company may redeem all, but not less than all, of the Notes. Upon the occurrence of certain events defined as
constituting a change of control, the Company may be required to make an offer to purchase all the Notes at a purchase price equal to 101% of the aggregate principal amount
thereof, plus accrued and unpaid interest and additional amounts, if any. See "Description of the Notes" for further information.
The Notes will be senior obligations of the Company and will rank equal in right of payment to all existing and future indebtedness of the Company that is not expressly
subordinated in right of payment to the Notes, including indebtedness incurred under the Revolving Credit Facility (as defined herein) and certain hedging obligations (other
than in the case of distressed disposals and the proceeds from enforcement of security), will rank senior in right of payment to all existing and future obligations of the
Company that are expressly subordinated in right of payment to the Notes, will be effectively senior in right of payment to existing and future unsecured obligations of the
Company to the extent of the value of the Collateral that is available to satisfy the obligations under the Notes, and will be structurally subordinated to all obligations of the
Company's subsidiaries that are not Guarantors (as defined hereafter).
Subject to certain limitations and within 60 days from the Issue Date, the Notes will be guaranteed on a senior secured basis by ACOF II Portugal Limited, AFE Spain Limited,
Alpha Credit Holdings S.à r.l., Alpha Credit Solutions 4 S.à r.l., Prime Credit 3 S.à r.l., Prime Credit 6 S.à r.l. and Prime Credit 7 S.à r.l. (together, the "Guarantors"). The
guarantee by each of the Guarantors (each a "Guarantee" and together the "Guarantees") will be a general senior obligation of the relevant Guarantor, will, together with their
respective obligations under the Revolving Credit Facility and certain hedging obligations (other than in the case of distressed disposals and the proceeds from enforcement
of security), be secured by first-priority liens over the assets securing the Notes, will rank equal in right of payment to all existing and future indebtedness of such Guarantor
that is not expressly subordinated in right of payment to its Guarantee, including its obligations under the Revolving Credit Facility and certain hedging obligations, will rank
senior in right of payment to all existing and future indebtedness of such Guarantor that is expressly subordinated in right of payment to its Guarantee, will be effectively
senior in right of payment to existing and future unsecured obligations of such Guarantor to the extent and value of the Collateral that is available to satisfy the obligations
under such Guarantor's Guarantee, and will be structurally subordinated to all obligations of such Guarantor's subsidiaries that do not guarantee the Notes.
Subject to certain limitations, the Notes will be secured on the Issue Date by a first-ranking lien over the outstanding capital stock of the Company held by AnaCap Financial
Europe Holdings SCSp SICAV-RAIF and, within 60 days from the Issue Date, the Notes and the Guarantees will be secured by first ranking liens over the other Collateral
(as defined herein). The Collateral will also secure the Company's obligations under its Revolving Credit Facility and certain hedging obligations. The Notes, the Guarantees
and the Collateral will be subject to restrictions on enforcement and other intercreditor arrangements. See "Description of Certain Financing Arrangements--Intercreditor
Agreement" and "Limitations on Validity and Enforceability of the Guarantees and Security Interests" for further information. Under the terms of the Intercreditor Agreement
(as defined herein), to be entered into in connection with the offering of the Notes, in the event of a distressed disposal of the Collateral or an enforcement of the security
interests over the Collateral, the holders of the Notes will receive proceeds from such Collateral only after the obligations under or in respect of the Revolving Credit Facility
and certain hedging obligations have been repaid in full. The security interests and Guarantees will be subject to significant contractual and legal limitations. The security
interests in the Collateral and the Guarantees may be released under certain circumstances.
There is currently no public market for the Notes. Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to admit the Notes
to trading on the Euro MTF market of the Luxembourg Stock Exchange. The Euro MTF market is not a regulated market for purposes of the Markets in Financial Instruments
Directive (Directive 2004/39/EC). The Euro MTF market falls within the scope of Regulation (EC) 596/2014 on market abuse and the related Directive 2014/57/EU on
criminal sanctions for market abuse.
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 22.

Issue price for the Notes: 99.50%, plus accrued interest, if any, from the Issue Date

The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the
securities laws of any other jurisdiction. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the
"Investment Company Act"), in reliance on the exception provided by Section 3(c)(7) thereof. Accordingly, the Notes and the Guarantees are being offered and sold
inside the United States only to qualified institutional buyers ("QIBs") in accordance with Rule 144A under the U.S. Securities Act ("Rule 144A") that are also
qualified purchasers ("Qualified Purchasers") (as defined in Section 2(a)(51)(A) of the Investment Company Act) and outside the United States to persons who are
neither U.S. Persons (as defined in Regulation S under the U.S. Securities Act ("Regulation S")) nor U.S. residents (as defined for the purposes of the Investment
Company Act) in offshore transactions in accordance with Regulation S. Prospective purchasers that are QIBs and Qualified Purchasers are hereby notified that
the Initial Purchasers may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See "Important
Information", "Plan of Distribution" and "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions. The Company is a
"covered fund" as defined in Section 13 of the U.S. Bank Holding Company Act (the "Volcker Rule"). The Notes may constitute an "ownership interest" within the
meaning of the Volcker Rule. See "Risk Factors--Risks Relating to the Company's Indebtedness, Including the Notes and the Guarantees--The Volcker Rule may
negatively affect the liquidity and the value of the Notes" and "Transfer Restrictions".
The Notes will be in registered form in minimum denominations of 200,000 and integral multiples of 1,000 in excess thereof and will be represented by one or more global
notes in book-entry form. The Company expects that the Notes will be deposited and registered in the name of a nominee for a common depositary for Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking, S.A. ("Clearstream") on or about July 21, 2017 (the "Issue Date").
Joint Bookrunners and Joint Global Coordinators
Morgan Stanley
NatWest Markets
The date of this Offering Memorandum is August 8, 2017.

No person has been authorized to give any information or to make any representations other than those
contained in this Offering Memorandum. This Offering Memorandum does not offer to sell or solicit offers to buy
any Notes in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to
any person who cannot legally be offered the Notes.
TABLE OF CONTENTS
IMPORTANT INFORMATION ..........................................................................................................................................II
FORWARD-LOOKING STATEMENTS ....................................................................................................................... VIII
INDUSTRY AND MARKET DATA ................................................................................................................................. XI
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ............................................................................. XII
EXCHANGE RATE INFORMATION ........................................................................................................................... XVI
CERTAIN DEFINITIONS ............................................................................................................................................. XVII
SUMMARY .......................................................................................................................................................................... 1
CORPORATE AND FINANCING STRUCTURE .............................................................................................................. 8
THE OFFERING ................................................................................................................................................................ 10
SUMMARY HISTORICAL COMBINED FINANCIAL AND OTHER DATA ............................................................... 16
RISK FACTORS ................................................................................................................................................................ 22
USE OF PROCEEDS ......................................................................................................................................................... 59
PRO FORMA CAPITALIZATION ................................................................................................................................... 60
SELECTED HISTORICAL COMBINED FINANCIAL DATA ....................................................................................... 61
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................................... 63
INDUSTRY ........................................................................................................................................................................ 85
BUSINESS ......................................................................................................................................................................... 92
OVERVIEW OF ANACAP .............................................................................................................................................. 107
REGULATION AND COMPLIANCE ............................................................................................................................ 111
MANAGEMENT AND GOVERNANCE ....................................................................................................................... 117
PRINCIPAL SHAREHOLDERS ..................................................................................................................................... 127
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ............................................................... 128
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ................................................................................ 129
DESCRIPTION OF THE NOTES .................................................................................................................................... 144
BOOK-ENTRY, DELIVERY AND FORM ..................................................................................................................... 216
TAX CONSIDERATIONS ............................................................................................................................................... 220
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND SECURITY INTERESTS
.......................................................................................................................................................................................... 226
PLAN OF DISTRIBUTION ............................................................................................................................................. 237
TRANSFER RESTRICTIONS ......................................................................................................................................... 240
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ................................................................ 244
LEGAL MATTERS .......................................................................................................................................................... 248
INDEPENDENT AUDITORS ......................................................................................................................................... 249
AVAILABLE INFORMATION ....................................................................................................................................... 250
LISTING AND GENERAL INFORMATION ................................................................................................................. 251
INDEX TO FINANCIAL STATEMENTS ....................................................................................................................... F-1
i

IMPORTANT INFORMATION
This Offering Memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. No
action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that
purpose. Accordingly, the Notes may not be offered or sold, directly or indirectly, nor may this Offering Memorandum be
distributed, in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. You must
comply with all laws that apply to you in any place in which you buy, offer or sell any Notes or possess this Offering
Memorandum. You must also obtain any consents or approvals that you need in order to purchase any Notes. Neither the
Company nor Morgan Stanley & Co. International plc and The Royal Bank of Scotland plc (trading as NatWest Markets)
(the "Initial Purchasers") are responsible for your compliance with these legal requirements. See "Notice to Investors in
Canada", "Notice to Investors in the European Economic Area", "Notice to Investors in the United States", "Plan of
Distribution" and "Transfer Restrictions".
In making an investment decision, prospective investors must rely on their own examination of the Company and
the terms of this offering of the Notes, including the merits and risks involved. In addition, neither the Company nor any
of the Initial Purchasers nor any of their respective representatives or affiliates are making any representation to you
regarding the legality of an investment in the Notes, and you should not construe anything in this Offering Memorandum
as legal, business, tax or other advice. You should consult your own advisers as to the legal, tax, business, financial and
related aspects of an investment in the Notes. You must comply with all laws applicable in any jurisdiction in which you
buy, offer or sell the Notes or possess or distribute this Offering Memorandum, and you must obtain all applicable consents
and approvals; neither the Company nor the Initial Purchasers shall have any responsibility for any of the foregoing legal
requirements.
This Offering Memorandum is based on information provided by the Company and other sources that the
Company believes to be reliable. None of the Initial Purchasers nor the Trustee are not making any representation or
warranty, express or implied, that this information is accurate or complete and are not responsible for this information.
Nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or representation by any of the
Initial Purchasers or the Trustee as to the past or future. In this Offering Memorandum, the Company has summarized
certain documents and other information in a manner it believes to be accurate, but the Company refers you to the actual
documents for a more complete understanding.
The Company accepts responsibility for the information contained in this Offering Memorandum. To the best of
its knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this
Offering Memorandum is in accordance with the facts and does not omit anything material that is likely to affect the import
of such information. No Initial Purchaser accepts any responsibility for the contents of this Offering Memorandum or for
any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Guarantors,
the Collateral, the Notes or the Guarantees. Each Initial Purchaser accordingly disclaims any and all liability whether
arising in tort, contract or otherwise which it may otherwise have in respect of this Offering Memorandum or any such
statement.
The information contained in this Offering Memorandum is correct as of the date hereof. Neither the delivery of
this Offering Memorandum at any time after the date of publication nor any subsequent commitment to purchase the Notes
shall, under any circumstances, create an implication that there has been no change in the information set forth in this
Offering Memorandum or in the Company's business since the date of this Offering Memorandum.
The information contained in this Offering Memorandum under the caption "Exchange Rate Information"
includes extracts from information and data publicly released by official and other sources. While the Company accepts
responsibility for accurately summarizing such information, the Company accepts no further responsibility in respect
thereto.
No person is authorized in connection with any offering made by this Offering Memorandum to give any
information or to make any representation not contained in this Offering Memorandum and, if given or made, any other
information or representation must not be relied upon as having been authorized by the Company, the Guarantors or the
Initial Purchasers.
By receiving this Offering Memorandum, you acknowledge that you have had an opportunity to request from the
Company for review, and that you have received, all additional information you deem necessary to verify the accuracy and
completeness of the information contained in this Offering Memorandum. You also acknowledge that you have not relied
on the Initial Purchasers, their respective directors, affiliates, agents or advisers in connection with your investigation of
the accuracy of this information or your decision whether to invest in the Notes.
ii

The Company is offering the Notes and the Guarantors are issuing the Guarantees, in reliance on an exemption
from registration under the U.S. Securities Act for an offer and sale of securities that do not involve a public offering. The
Company has not been and will not be registered under the Investment Company Act, in reliance on the exemption provided
by Section 3(c)(7) thereof. The Notes are subject to restrictions on transferability and resale, which are described under
"Plan of Distribution" and "Transfer Restrictions". By possessing this Offering Memorandum or purchasing any Note, you
will be deemed to have represented and agreed to all of the provisions contained in those sections of this Offering
Memorandum. You should be aware that you may be required to bear the financial risks of this investment for an indefinite
period of time.
The Notes will be available initially only in book-entry form. The Company expects that the Notes sold pursuant
to this Offering Memorandum will be issued in the form of one or more global notes, which will be deposited with, or on
behalf of, a common depositary and registered in the name of the nominee of the common depositary for the accounts of
Euroclear and Clearstream. Beneficial interests in the global notes will be shown on, and transfers of beneficial interests in
the global notes will be effected only through, records maintained by Euroclear and Clearstream and their direct and indirect
participants, as applicable. After the initial issuance of the global notes, Notes in certificated form will be issued in exchange
for the global notes only as set forth in the indenture governing the Notes. See "Book-entry, Delivery and Form".
The information set out in relation to sections of this Offering Memorandum describing clearing arrangements,
including the section entitled "Book-entry, Delivery and Form", is subject to any change in, or reinterpretation of, the rules,
regulations and procedures of Euroclear or Clearstream currently in effect. While the Company accepts responsibility for
accurately summarizing the information concerning Euroclear and Clearstream, it accepts no further responsibility in
respect of such information. Euroclear and Clearstream are not under any obligation to perform or continue to perform
under such clearing arrangements and such arrangements may be modified or discontinued by any of them at any time.
The Company will not, nor will any of its agents, have responsibility for the performance of the respective obligations of
Euroclear and Clearstream or their respective participants. Investors wishing to use these clearing systems are advised to
confirm the continued applicability of these arrangements.
The Company reserves the right to withdraw the offering of the Notes at any time. The Company and the Initial
Purchasers also reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or no reason
and to allot to any prospective purchaser less than the full amount of the Notes sought by it. The Initial Purchasers and
certain of their respective related entities may acquire, for their own accounts, a portion of the Notes.
The Company has applied to list the Notes on the Official List of the Luxembourg Stock Exchange for trading on
the Luxembourg Stock Exchange's Euro MTF market. This Offering Memorandum constitutes a prospectus for the
purposes of Part IV of the Luxembourg act dated July 10, 2005 on prospectuses for securities, as amended (the
"Luxembourg Prospectus Law"). The Notes will not be offered to the public in Luxembourg.
Each purchaser of the Notes will be deemed to have made the representations, warranties and acknowledgements
that are described in this Offering Memorandum under the section entitled "Transfer Restrictions" of this Offering
Memorandum.
STABILIZATION
IN CONNECTION WITH THE OFFERING OF THE NOTES, MORGAN STANLEY & CO.
INTERNATIONAL PLC, ONE OF ITS AFFILIATES OR PERSONS ACTING ON ITS BEHALF (THE "STABILIZING
MANAGER"), 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 WILL UNDERTAKE
STABILIZATION ACTION. ANY STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON OR AFTER THE
DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFERING OF THE NOTES IS
MADE AND MAY BE ENDED AT ANY TIME, BUT IT 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.
NOTICE TO INVESTORS IN CANADA
The Notes may be sold 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.
iii

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 adviser.
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 of the Notes.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
European Economic Area
This Offering Memorandum is not a prospectus and is being distributed to a limited number of recipients for the
sole purpose of assisting such recipients in determining whether to proceed with a further investigation of the purchase of,
or subscription for, the Notes. This Offering Memorandum has been prepared on the basis that all offers of the Notes will
be made pursuant to an exemption under 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, which are the subject of the placement contemplated
in this Offering Memorandum, should only do so in circumstances in which no obligation arises for the Company, the
Guarantors or any of the Initial Purchasers to produce a prospectus for such offer. Neither the Company 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 European Economic Area that has implemented the Prospectus Directive
(each, a "Relevant Member State"), and including each Relevant Member State that has implemented the 2010 PD
Amending Directive (the "Relevant Implementation Date") it has not made and will not make an offer of Notes that are
the subject of this Offering Memorandum to the public in that Relevant Member State prior to the publication of a
prospectus in relation to Notes that has been approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member
State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant
Implementation Date, make an offer of the Notes to the public in the Relevant Member State at any time:
(a)
to "qualified investors" 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),
in any Relevant Member State subject to obtaining the prior consent of the Company; 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 publication by the Company or the Initial
Purchasers of the prospectus in accordance with Article 3 of the Prospectus Directive or a supplement to a 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 the Relevant Member State by any measure implementing the Prospectus Directive in that Member
State, the expression "Prospectus Directive" means Directive 2003/71/EC of the European Parliament and of the Council
of November 4, 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and
amending Directive 2001/34/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any
relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means
Directive 2010/73/EU of the European Parliament and of the Council of November 24, 2010 amending Directives
2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading and
2004/109/EC on the harmonization of transparency requirements in relation to information about issuers whose securities
are admitted to trading on a regulated market.
Each subscriber for or purchaser of the Notes located within a Relevant Member State 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. The Company and the Guarantors legal advisers 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
iv

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.
Notice to Investors in Italy
The offering of the Notes has not been cleared by the Commissione Nazionale per la Società e la Borsa
("CONSOB") (the Italian securities exchange commission), pursuant to Italian securities legislation. Accordingly, no Notes
may be offered, sold or delivered, directly or indirectly nor may copies of this Offering Memorandum or of any other
document relating to the Notes be distributed in the Republic of Italy, except (a) to qualified investors (investitori
qualificati) as defined in Article 26, first paragraph, letter (d) of CONSOB Regulation No. 16190 of October 29, 2007, as
amended ("Regulation No. 16190"), pursuant to Article 34-ter, first paragraph letter (b) of CONSOB Regulation No. 11971
of May 14,1999, as amended (the "Company Regulation"), implementing Article 100 of Italian Legislative Decree No. 58
of February 24, 1998, as amended (the "Italian Financial Act"); and (b) in any other circumstances which are exempted
from the rules on public offerings pursuant to Article 100 of the Italian Financial Act and the implementing CONSOB
regulations, including the Company Regulation.
Each Initial Purchaser has represented and agreed that any offer, sale or delivery of the Notes or distribution of
copies of this Offering Memorandum or of any other document relating to the Notes in the Republic of Italy will be carried
out in accordance with all Italian securities, tax and exchange control and other applicable laws and regulations.
Any such offer, sale or delivery of the Notes or distribution of copies of this Offering Memorandum or any other
document relating to the Notes in the Republic of Italy according to the provisions above must be:
(a)
made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic
of Italy in accordance with the Italian Financial Act, Italian Legislative Decree No. 385 of September 1, 1993,
Regulation No. 16190 (in each case, as amended from time to time) (the "Banking Act") and any other applicable
laws and regulations;
(b)
in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines of the Bank of
Italy, as amended from time to time; and
(c)
in compliance with all relevant Italian securities, tax and exchange control and other applicable laws and
regulations and any other applicable requirement or limitation that may be imposed from time to time by
CONSOB, the Bank of Italy or any other relevant Italian authorities.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the Notes by such
investor occurs in compliance with applicable laws and regulations.
Notice to Investors in Luxembourg
The offering of the Notes should not be considered a public offering of securities in Luxembourg. This Offering
Memorandum may not be reproduced or used for any other purpose than the Offering of the Notes nor provided to any
person other than the recipient thereof. The Notes are offered to a limited number of qualified investors as defined in the
Prospectus Directive in all cases under circumstances designed to preclude a distribution, which would be other than a
private placement. All public solicitations are banned and the sale may not be publicly advertised.
The Notes may not be offered or sold to the public within the territory of the Grand Duchy of Luxembourg unless:
(a)
a prospectus has been duly approved by the Commission de Surveillance du Secteur Financier of Luxembourg
(the "CSSF") pursuant to Part II of the Luxembourg Prospectus Law, implementing the Prospectus Directive as
amended, if Luxembourg is the home Member State as defined under the Luxembourg Prospectus Law and the
prospectus has been duly published; or
(b)
if Luxembourg is not the home Member State, the CSSF and the European Securities and Markets Authority (the
"ESMA") have been provided by the competent authority in the home Member State with a certificate of approval
attesting that a prospectus in relation to the Notes has been drawn up in accordance with the Prospectus Directive
and with a copy of the said prospectus and the prospectus has been duly published; or
(c)
the offer of the Notes benefits from an exemption from or constitutes a transaction not subject to, the requirement
to publish a prospectus pursuant to the Luxembourg Prospectus Law.
v

Notice to Investors in Portugal
Neither this offering, nor the Notes have been approved by the Portuguese Securities Commission (Comissão do
Mercado de Valores Mobiliários, the "CMVM") or by any other competent authority of another member state of the
European Union and notified to the CMVM.
Neither the Company nor the Initial Purchasers have, directly or indirectly, offered or sold any Notes or distributed
or published this Offering Memorandum, any prospectus, form of application, advertisement or other document or
information in Portugal relating to the Notes and will not take any such actions in the future, except under circumstances
that will not be considered as a public offering under article 109 of the Portuguese Securities Code (Código dos Valores
Mobiliários, the "Cód.VM") approved by Decree Law 486/99 of November 13, 1999, as last amended by Law no. 15/2017,
May 3, 2017.
As a result, this offering and any material relating to the Notes are addressed solely to, and may only be accepted
by, any person or legal entity that is resident in Portugal or that will hold the Notes through a permanent establishment in
Portugal (each a "Portuguese Investor") to the extent that such Portuguese Investor (i) is deemed a qualified investor
(investidor qualificado) pursuant to paragraph 1 of article 30 of the Cód.VM, (ii) is not treated by the relevant financial
intermediary as a non-qualified investor (investidor não qualificado) pursuant to article 317 of the Cód.VM and (iii) has
not requested and entered into an agreement with the relevant financial intermediary to be treated as a non-qualified investor
(investidor não qualificado) pursuant to article 317-A of the Cód.VM.
Notice to Investors in Spain
Neither the Notes, the offering of the Notes 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) (the
"CNMV"), and therefore it is not intended for the public offering of Notes in Spain. Therefore, the Notes may not be sold,
offered or distributed to persons in Spain by any means, except in circumstances which do not qualify as a public offer
(oferta pública) of securities in Spain in accordance with the consolidated text of the Spanish Securities Market approved
by Royal Legislative Decree 4/2015, of October 23 (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se
aprueba el texto refundido de la Ley del Mercado de Valores) and Royal Decree 1310/2005, of November 4, on the listing
of securities, public offers and applicable prospectus (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla
parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores en materia de admisión a negociación de valores en
mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), both as
amended and restated, and supplemental rules enacted thereunder or in substitution thereof from time to time.
Notice to Investors in the United Kingdom
This issue and distribution of this Offering Memorandum is restricted by law. This Offering Memorandum is not
being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act
2000 by, a person authorized under the Financial Services and Markets Act 2000. This Offering Memorandum is for
distribution only to, and is only directed at, persons who (i) are outside the United Kingdom or (ii) have professional
experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")); (iii) are
persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial
Promotion Order; or (iv) 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 any Notes
may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as
"relevant persons"). Accordingly, by accepting delivery of this Offering Memorandum, the recipient warrants and
acknowledges that it is such a relevant person. The Notes are available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not
a relevant person should not act or rely on this document or any of its contents. No part of this Offering Memorandum
should be published, reproduced, distributed or otherwise made available in whole or in part to any other person without
the prior written consent of the Company. The Notes are not being offered or sold to any person in the United Kingdom,
except in circumstances which will not result in an offer of securities to the public in the United Kingdom within the
meaning of Part VI of the Financial Services and Markets Act 2000.
NOTICE TO INVESTORS IN THE UNITED STATES
The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act or with any
securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold in the
United States, except to persons who are both QIBs and Qualified Purchasers. The Notes may be offered and sold outside
the United States to persons who are both non-U.S. persons (as defined under the U.S. Securities Act) in reliance on
Regulation S and non-U.S. residents (as defined for purposes of the Investment Company Act). The Company has not been
vi

and will not be registered under the Investment Company Act, in reliance on the exemption provided by Section 3(c)(7).
The Notes shall not be offered, sold or delivered (i) as part of an Initial Purchaser's distribution at any time or (ii) otherwise
until 40 days after the later of the commencement of the offering of the Notes and the Issue Date, within the United States
or to, or for the account or benefit of, U.S. persons except pursuant to Rule 144A and each dealer to which Notes have been
sold during the distribution compliance period will be sent a confirmation or other notice setting forth the restrictions on
offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Prospective
investors are hereby notified that sellers of the Notes may be relying on the exemption from the registration requirements
of Section 5 of the U.S. Securities Act provided by Rule 144A. Also see "Transfer Restrictions".
Neither the U.S. Securities and Exchange Commission (the "SEC"), any U.S. state securities commission nor any
non-U.S. securities authority has approved or disapproved of these securities or determined that this Offering Memorandum
is accurate or complete. Any representation to the contrary is a criminal offense.
Certain Volcker Rule Considerations
The Company is relying on an analysis that it does not come within the definition of "investment company" under
the U.S. Investment Company Act because of the exception provided under Section 3(c)(7) thereunder. Consequently, the
Company is considered to be a "covered fund" for purposes of Section 13 of the Bank Holding Company Act (the "Volcker
Rule"). See "Risk Factors--Risks Relating to the Company's Indebtedness, Including the Notes and the Guarantees--The
Volcker Rule may negatively affect the liquidity and the value of the Notes" and "Transfer Restrictions".
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.

vii

FORWARD-LOOKING STATEMENTS
This Offering Memorandum contains "forward-looking statements" within the meaning of the securities laws of
certain jurisdictions. In some cases, these forward-looking statements can be identified by the use of forward-looking
terminology, including the words "aim", "anticipates", "believes", "continue", "could", "estimates", "expects", "forecast",
"intends", "may", "ongoing", "plans", "potential", "predict", "project", "seek", "should", "target", "will", or "would" or,
in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives,
targets, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts.
They appear in a number of places throughout this Offering Memorandum and include statements made by the Company
with regards to its intentions, beliefs or current expectations concerning, among other things, the results of its operations,
financial condition, liquidity, prospects, growth, strategies and dividend policy and the industry in which it operates.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors
because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking
statements are not guarantees of future performance and are based on numerous assumptions and the Company's actual
results of operations, including its financial condition and liquidity and the assumptions about the anticipated collections
from the Company's and its subsidiaries' receivables may differ materially from (and may be more negative than) those
made in, or suggested by, the forward-looking statements contained in this Offering Memorandum. You should not place
undue reliance on these forward-looking statements.
Many factors may cause the Company's results of operations, financial condition, liquidity and the development
of the industry in which it competes to differ materially from those expressed or implied by the forward-looking statements
contained in this Offering Memorandum. In addition, even if the Company's results of operations, including its financial
condition and liquidity and the development of the industry in which it operates, are consistent with the forward-looking
statements contained in this Offering Memorandum, those results or developments may not be indicative of results or
developments in subsequent periods. Important risks, uncertainties and other factors that could cause these differences
include, but are not limited to:
·
inability to achieve investment objectives;
·
uncertainty in the performance of current and future debt portfolios and the decline in the value of debt
portfolios, including the Portfolio Business;
·
failure to maintain the Company's levels of collections or to implement effective portfolio pricing standards;
·
the volatility of returns on SME investments and debt portfolios;
·
concentration of investments in any particular market or geography and changes in the economic and/or
political environments in such markets;
·
exposure to increased collection activity costs, reduced cash flow or imprecise forecasts;
·
subjective value of the Company's investments and inability to realize expected returns on such investments;
·
impairment of the valuation of the Company's purchased loan portfolios and goodwill under IFRS;
·
lack of liquidity of the Company due to the nature of its investments;
·
the Company's dependency on the performance and expertise of third-parties;
·
reliance on key models and analytical tools that may prove inaccurate and result in the Company's failure to
achieve anticipated recoveries;
·
failure to identify material risks and liabilities associated with an investment or portfolio;
·
exposure to accounts that may not be eligible for collection due to defects in documentation or
unenforceability;
·
dependency on the outcome of lengthy and complex individual lawsuits determining a portion of the
Company's collections;
·
failure to procure sufficient funding to purchase debt portfolios;
viii

·
exposure to the seasonal variations of debt portfolio supply;
·
insufficient supply of debt or appropriately priced debt for purchase or investment and exposure to increased
competition in prices in acquiring debt portfolios;
·
limited recourse and enforcement rights against certain third-party investment vehicles, including Asset
SPVs;
·
dependency on the performance and expertise of third-parties, including the Company's AIFM, the Portfolio
Manager and the Investment Adviser, and servicers servicing underlying accounts within debt portfolios and
their poor performance or failure to comply with applicable laws and regulatory requirements;
·
early termination of, and failure to accurately price terms in, servicing agreements;
·
failure to maintain key relationships necessary for the Company's operations;
·
increased servicing costs associated with adapting to changes in debtors' circumstances or factors impacting
debtors;
·
investments in, or acquisitions of, portfolios that are unsuccessful;
·
changes in applicable regulations or laws and failure to comply with applicable regulations and laws;
·
the Company's exposure to reputational damage and liabilities for the acts of third-parties;
·
failure to develop, implement, monitor and enforce risk and compliance policies;
·
interruption of IT and communications systems and privacy breaches of IT and data systems;
·
failure to successfully anticipate, manage or adopt technological changes within the debt purchase industry;
·
the uncertainty of the United Kingdom's withdrawal from the European Union;
·
dependency on the ability of debtors to pay their debts, which may be impaired by rising interest rates;
·
the Company's exposure to negative attention and news regarding the debt purchase and collection industry;
·
exposure to litigation due to the nature of the Company's business;
·
failure of confidentiality agreements to protect proprietary information, processes and systems;
·
the Company's exposure to U.S. Risk Retention Rules (as defined herein);
·
the Company's unregistered status under the Investment Company Act;
·
examinations and challenges by tax authorities or changes in tax laws or regulations;
·
the duration of time and uncertainty of recognizing a return on the Company's investments;
·
reliance on a number of estimates and assumptions in the preparation of the combined financial statements
included herein which could prove to be incorrect;
·
the introduction of new accounting standards;
·
the management and governance structure of the Company and conflicts of interest between the Company,
the AIFM, the Portfolio Manager and the Investment Adviser;
·
variances in the Company's risk exposure;
·
risks related to the Company's indebtedness; and
·
risks related to the Notes, the Guarantees and the Collateral.
ix