Obligation CMA CGM S.A 5.25% ( XS1703065620 ) en EUR

CMA CGM S.A

100 % ▼

France

XS1703065620 ( en EUR )

5.25% par an ( paiement semestriel )

14/01/2025 - Obligation échue

Prospectus brochure de l'obligation CMA CGM S.A XS1703065620 en EUR 5.25%, échue

100 000 EUR

750 000 000 EUR

CMA CGM S.A. est une société de transport maritime conteneurisé française, l'un des principaux acteurs mondiaux du secteur, offrant des services de transport maritime, logistique et transport terrestre.

L'Obligation émise par CMA CGM S.A ( France ) , en EUR, avec le code ISIN XS1703065620, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2025

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES

CMA CGM S.A.
250,000,000 5.250% Senior Notes due 2025
(to be consolidated and form a single class with CMA CGM S.A.'s original 500,000,000
5.250% Senior Notes due 2025 issued on October 24, 2017)
CMA CGM S.A. ("we," "us," the "Company" or the "Issuer") are offering 250,000,000 aggregate principal amount of our 5.250% Senior Notes due
2025 (the "Additional Notes"). The Additional Notes offered hereby constitute a reopening of the 500,000,000 5.250% Senior Notes due 2025 issued on
October 24, 2017 (the "Original Notes" and, together with the Additional Notes, the "notes"). The Additional Notes will constitute "Additional Notes" as
defined in the Indenture (as defined herein) relating to the notes, and will be consolidated with and form a single class with the Original Notes. The
Additional Notes will have identical terms and conditions in all respects as, and will be treated as a single class with, the Original Notes for all purposes
of the Indenture, including, without limitation, with respect to payments of interest, waivers, amendments, redemptions and offers to purchase, and will
be fully fungible with the Original Notes. The Additional Notes will share the same ISINs and Common Codes as the Original Notes, except that the
Additional Notes sold in reliance on Regulation S (as defined below) will temporarily have a different ISIN and Common Code from, and will not trade
fungibly with, the Original Notes sold in reliance on Regulation S during the period from the Additional Notes Issue Date (as defined herein) through
(and including) the 40th day following the Additional Notes Issue Date. After the 40th day following the Additional Notes Issue Date, certain selling
restrictions with respect to the Additional Notes sold in reliance on Regulation S will terminate and the Additional Notes sold in reliance on Regulation
S will become fully fungible with, and share the same ISIN and Common Code as, the Original Notes sold in reliance on Regulation S. See "Plan of
Distribution," "Description of Notes--Form of Notes" and "Book Entry, Delivery and Form." Upon completion of this offering, an aggregate of 650
million of the notes will be outstanding.
Interest on the notes is payable on April 15 and October 15, beginning on April 15, 2018. Interest on the Additional Notes will be deemed to accrue from
(and including) October 24, 2017, the Original Notes Issue Date. The notes will mature on January 15, 2025. Prior to October 15, 2020, we may redeem
all or part of the notes by paying a "make-whole premium." We may redeem all or part of the notes at any time on or after October 15, 2020 at the
redemption prices described under the caption "Description of Notes--Optional Redemption of Notes." In addition, until October 15, 2020, we may
redeem up to 40% of the notes with the proceeds of certain equity offerings at the redemption price as described under the caption "Description of Notes--
Optional Redemption of Notes." We may also redeem the notes upon the occurrence of certain changes in applicable tax law. Upon the occurrence of
certain events constituting a change of control, we may be required to make an offer to repurchase the notes.
The Additional Notes will be, and the Original Notes are, our unsecured senior obligations. The notes rank pari passu in right of payment to all our
existing and future senior indebtedness. The Additional Notes will be, and the Original Notes are, effectively subordinated in right of payment to all our
existing and future secured indebtedness to the extent of the assets securing such indebtedness and structurally subordinated to all of the existing and
future indebtedness of all our subsidiaries.
We have applied to list the Additional Notes on the Official List of the Luxembourg Stock Exchange and for admission to trading on the Euro MTF
market of the Luxembourg Stock Exchange. The Original Notes are listed on the Official List of the Luxembourg Stock Exchange and have been admitted
to trading on the Euro MTF market of the Luxembourg Stock Exchange. This offering memorandum constitutes a prospectus for the purpose of
Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended.
This offering memorandum includes information on the terms of the Additional Notes, including redemption prices, covenants and transfer restrictions.
Investing in the Additional Notes involves a high degree of risk. See "Risk Factors" beginning on page 52.
The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). In the United States,
the offering is being made only to qualified institutional buyers ("QIBs") in reliance on Rule 144A ("Rule 144A") under the Securities Act.
Prospective purchasers that are QIBs are hereby notified that the sel ers of the notes may be relying on an exemption from the provisions of Section 5
of the Securities Act provided by Rule 144A. Outside the United States, the offering is being made in reliance on Regulation S ("Regulation S")
under the Securities Act. See "Notice to Investors" and "Plan of Distribution" for additional information about eligible offerees and restrictions on
transfers of the notes.
Issue Price: 101.75%, plus interest deemed to have accrued from (and including) the Original Notes Issue Date to (but excluding) the Additional
Notes Issue Date.
Interest on the Additional Notes will accrue from October 24, 2017 to the date of delivery of the Additional Notes.

We expect that the Additional Notes will be delivered in book-entry form through the Euroclear System ("Euroclear") and Clearstream Banking, société
anonyme ("Clearstream") on or about November 9, 2017.
Joint Bookrunners
BNP PARIBAS
HSBC

The date of this offering memorandum is November 6, 2017

TABLE OF CONTENTS
NOTICE TO U.S. INVESTORS ............................................................................................................................ 6
NOTICE TO CERTAIN EUROPEAN INVESTORS ............................................................................................ 7
STABILIZATION .................................................................................................................................................. 8
AVAILABLE INFORMATION ............................................................................................................................ 8
CERTAIN TERMS AND CONVENTIONS .......................................................................................................... 9
PRESENTATION OF FINANCIAL AND OTHER DATA ................................................................................ 15
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS ....................................................... 18
SUMMARY ......................................................................................................................................................... 21
CORPORATE AND FINANCING STRUCTURE .............................................................................................. 35
THE OFFERING .................................................................................................................................................. 38
SUMMARY FINANCIAL AND OPERATING INFORMATION ..................................................................... 43
RISK FACTORS .................................................................................................................................................. 52
DESCRIPTION OF THE ISSUER ....................................................................................................................... 92
USE OF PROCEEDS ........................................................................................................................................... 94
CAPITALIZATION ............................................................................................................................................. 95
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION ............................................ 97
SELECTED HISTORICAL FINANCIAL INFORMATION ............................................................................ 102
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................... 104
INDUSTRY OVERVIEW .................................................................................................................................. 164
BUSINESS ......................................................................................................................................................... 191
REGULATORY MATTERS.............................................................................................................................. 228
MANAGEMENT ............................................................................................................................................... 241
RELATED PARTY TRANSACTIONS ............................................................................................................. 247
PRINCIPAL SHAREHOLDERS ....................................................................................................................... 249
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ................................................................. 251
DESCRIPTION OF NOTES .............................................................................................................................. 266
BOOK ENTRY, DELIVERY AND FORM ....................................................................................................... 321
CERTAIN TAX CONSIDERATIONS .............................................................................................................. 326
PLAN OF DISTRIBUTION ............................................................................................................................... 331
NOTICE TO INVESTORS ................................................................................................................................ 335
LEGAL MATTERS ........................................................................................................................................... 338
INDEPENDENT AUDITORS ........................................................................................................................... 338
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES ............................................................. 338
GENERAL INFORMATION ............................................................................................................................. 340
INDEX TO FINANCIAL STATEMENTS ........................................................................................................ F-1

3

We are responsible for the information contained in this offering memorandum. We have not authorized
anyone to provide you with information that is different from the information contained in this offering
memorandum. This offering memorandum may only be used where it is legal to sell the Additional Notes. The
information in this offering memorandum may only be accurate on the date of this document. The offering of the
Additional Notes is being made on the basis of this offering memorandum, and we cannot provide you with
assurance regarding the accuracy or completeness of any other source of information. Any decision to purchase
the Additional Notes must be based on the information contained in this offering memorandum.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information set forth in this offering memorandum. The Issuer, and not the Initial Purchasers,
has ultimate authority over the statements contained in this offering memorandum, including their content and
whether and how to communicate them. Nothing contained in this offering memorandum is or should be relied
upon as a promise or representation by any of the Initial Purchasers as to the past or the future.
We confirm to the best of our knowledge, information and belief, having made all reasonable inquiries,
that the information contained in this offering memorandum regarding us and the Additional Notes is true and
accurate in all material respects, and is not misleading. We additionally confirm, except as provided below, that
the opinions and intentions expressed herein are honestly held and that there are no other material facts, the
omission of which would make this offering memorandum as a whole or any of such information or the expression
of any such opinions or intentions misleading in any material respect. We accept responsibility accordingly.
However, the information set out in 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 and Clearstream, as currently in effect. In addition, this offering
memorandum contains summaries believed to be accurate with respect to certain documents, but reference is made
to the actual documents for complete information. All such summaries are qualified in their entirety by such
reference. Copies of documents referred to herein will be made available to prospective investors upon request to
us, or any of the Initial Purchasers or the Paying Agent.
We are providing this offering memorandum only to prospective purchasers of the Additional Notes.
You should read this offering memorandum before making a decision whether to purchase any Additional Notes.
You must not use this offering memorandum for any other purpose or disclose any information in this offering
memorandum to any other person.
This offering memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase
any of the Additional Notes in any jurisdiction in which such offer or invitation is not authorized or to any person
to whom it is unlawful to make such an offer or invitation. 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 Additional Notes
may not be offered or sold, directly or indirectly, and this offering memorandum may not be distributed, in any
jurisdiction except in accordance with the legal requirements applicable to such jurisdiction. You must comply
with all laws that apply to you in any place in which you buy, offer or sell any Additional Notes or possess this
offering memorandum. You must also obtain any consents or approvals that you need in order to purchase, offer
or sell any Additional Notes or possess or distribute this offering memorandum. We and the Initial Purchasers are
not responsible for your compliance with any of the foregoing legal requirements. See "Plan of Distribution."
None of us, the Initial Purchasers or any of our or the Initial Purchasers' respective representatives are
making an offer to sell the Additional Notes in any jurisdiction except where such an offer or sale is permitted.
We are relying on exemptions from registration under the Securities Act for offers and sales of securities that do
not involve a public offering. By purchasing Additional Notes, you will be deemed to have made the
acknowledgments, representations, warranties and agreements set forth under "Notice to Investors" in this offering
memorandum. You should understand that you will be required to bear the financial risks of your investment for
an indefinite period of time.
This offering memorandum is based on information provided by us and by other sources that we believe
are reliable. The Initial Purchasers named in this offering memorandum, the Trustee, the Paying Agent, the
Registrar and the Transfer Agent make no representation or warranty, express or implied, as to the accuracy or
completeness of such information, and nothing contained in this offering memorandum is, or shall be relied upon
as, a promise or representation by the Initial Purchasers with respect to the Company or the Additional Notes as
to the past or the future.
By purchasing the Additional Notes, you will be deemed to have acknowledged that you have reviewed
this offering memorandum and have had an opportunity to request, and have received all additional information
that you need from us. No person has been authorized in connection with any offering made by this offering
4

memorandum to provide any information or to make any representations other than those contained in this offering
memorandum. You should carefully evaluate the information provided by us in light of the total mix of
information available to you, recognizing that we can provide no assurance as to the reliability of any information
not contained in this offering memorandum.
The information contained in this offering memorandum is presented 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 Additional Notes shall, under any circumstances, imply that there has been no change in the
information set forth in this offering memorandum or in our business since the date of this offering memorandum.
None of us, the Initial Purchasers, the Trustee, the Paying Agent, the Registrar, the Transfer Agent or
any of our or the Initial Purchasers' respective representatives or affiliates are making any representation to you
regarding the legality of an investment in the Additional Notes by you under any legal, investment or similar laws
or regulations. You should not consider any information in this offering memorandum to be legal, financial,
business, tax or other advice. You should consult your own attorney, business advisor and tax advisor for legal,
financial, business and tax and related aspects of an investment in the Additional Notes. You are responsible for
making your own examination of the Company and our business and your own assessment of the merits and risks
of investing in the Additional Notes.
Neither the U.S. Securities and Exchange Commission (the "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.
This communication is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to
whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "relevant persons"). The Additional Notes are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such Additional 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.
In addition, the Additional Notes are subject to restrictions on transferability and resale, which are
described under the captions "Plan of Distribution" and "Notice to Investors." By possessing this offering
memorandum or purchasing any Additional Notes, you will be deemed to have represented and agreed to all of
the provisions contained in those sections of this offering memorandum.
It is expected that delivery of the Additional Notes will be made against payment thereof on or about the
date of the settlement of this offering, which will be the 3rd business day following the date of pricing of the
Additional Notes (such settlement being referred to as "T+3"). See "Plan of Distribution--Initial Settlement."
The Additional Notes will be issued in the form of one or more global notes, all of which will be deposited
with or on behalf 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 or their respective participants. The Additional Notes sold in reliance on Regulation S will
temporarily be identified by a different ISIN and Common Code from the ISIN and Common Code identifying
the Original Notes issued in reliance on Regulation S during the 40-day "distribution compliance period" (as
defined in Regulation S) and will not be fungible therewith during such time. See "Book-Entry, Delivery and
Form."
We will not, nor will any of our agents, have responsibility for the performance of the obligations of
Euroclear and Clearstream or their respective participants under the rules and procedures governing their
operations, nor will we or our agents have any responsibility or liability for any aspect of the records relating to,
or payments made on account of, book-entry interests held through the facilities of any clearing system or for
maintaining, supervising or reviewing any records relating to these book-entry interests. Investors wishing to use
these clearing systems are advised to confirm the continued applicability of their rules, regulations and procedures.
We reserve the right to withdraw this offering of the Additional Notes at any time. We and the Initial
Purchasers also reserve the right to reject any offer to purchase the Additional 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 Additional Notes
sought by it. The Initial Purchasers and certain of their related entities may acquire, for their own accounts, a
portion of the Additional Notes.

5

NOTICE TO U.S. INVESTORS
Each purchaser of Additional Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this offering memorandum under "Summary--The Offering--Transfer
Restrictions" and "Notice to Investors." The Additional Notes have not been and will not be registered under the
Securities Act or the securities laws of any state of the United States, and may not be offered or sold, directly or
indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or such state
securities laws. In the United States, the offering of the Additional Notes is being made only to "qualified
institutional buyers" (or "QIBs") (as defined in Rule 144A under the Securities Act). Prospective purchasers that
are qualified institutional buyers are hereby notified that the Initial Purchasers of the Additional Notes may be
relying on an exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Outside
the United States, the offering is being made only to non-U.S. persons in offshore transactions (as defined in and
in accordance with Regulation S).
In addition, until 40 days after the commencement of the offering, an offer or sale of Additional Notes
within the United States by a dealer (whether or not it is participating in the offering) may violate the registration
requirements of the Securities Act.
Neither the SEC, any 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.

6

NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a "Member State"), each Initial Purchaser has represented and agreed that it has not made and
will not make an offer of Additional Notes which are the subject of the offering contemplated by this offering
memorandum to the public in that Member State other than offers:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the
Initial Purchasers 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 Additional Notes shall result in a requirement for the publication by the
Issuer or any Initial Purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer to the public" in relation to any Additional
Notes in any Member State means the communication in any form and by any means of sufficient information on
the terms of the offer and the Additional Notes to be offered so as to enable an investor to decide to purchase or
subscribe the Additional Notes, as the same may be varied in that Member State by any measure implementing
the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including Directive 2010/73/EU), and includes any relevant implementing
measure in the relevant individual Member States.
France
Each Initial Purchaser has represented and agreed that it has not offered or sold and will not offer or sell,
directly or indirectly, any Additional Notes to the public in France and it has not distributed or caused to be
distributed and will not distribute or cause to be distributed any Additional Notes to the public 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 (the French financial markets authority) (the "AMF").
Consequently, the Additional Notes have not been offered or sold and will not be offered or sold, directly or
indirectly, to the public in France (offre au public de titres financiers), and neither this offering memorandum nor
any offering or marketing materials relating to the Additional Notes must be made available or distributed in any
way that would constitute, directly or indirectly, an offer to the public in France.
This offering memorandum or any other offering material relating to the Additional Notes and such offers,
sales and distributions have been and will be made in France only to (a) investment services providers authorized
to engage in portfolio management for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers) and/or (b) qualified investors (investisseurs
qualifiés) acting for their own account as defined in, and in accordance with, Articles L.411-2 and D.411-1 of the
French Code monétaire et financier.
Prospective investors are informed that:
(i)
neither this offering memorandum nor any other offering material relating to the Additional
Notes has been or will be submitted for clearance to the AMF;
(ii)
in compliance with Articles L.411-2 and D.411-1 of the French Code monétaire et financier,
any qualified investors subscribing for the Additional Notes should be acting for their own
account; and
(iii)
the direct and indirect distribution or sale to the public of the Additional Notes acquired by
those investors to whom offers and sales of the Additional Notes may be made as described
above may only be made in compliance with Articles L.411-1 to L.411-4, L.412-1 and
L.621-8 to L.621-8-3 of the French Code monétaire et financier and applicable regulations
thereunder.

7

United Kingdom
Each Initial Purchaser has represented and agreed that:
(a) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by it in connection
with the issue or sale of the Additional Notes in circumstances in which Section 21(1) of the FSMA
does not apply to the Issuer; and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Additional Notes in, from or otherwise involving the United Kingdom.
Notice to investors in other jurisdictions
The distribution of this offering memorandum and the offer and sale or resale of the Additional Notes
may be restricted by law in certain jurisdictions. Persons into whose possession this offering memorandum (or
any part hereof) comes are required by us and the Initial Purchasers to inform themselves about, and to observe,
any such restrictions.
STABILIZATION
IN CONNECTION WITH THE ISSUE OF THE ADDITIONAL NOTES, BNP PARIBAS (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY OVER-ALLOT ADDITIONAL NOTES OR EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE MARKET PRICE OF THE ADDITIONAL NOTES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO
ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE
OF THE FINAL TERMS OF THE OFFER OF THE ADDITIONAL NOTES IS MADE AND, IF BEGUN,
MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE ISSUE DATE OF THE ADDITIONAL NOTES AND 60 DAYS AFTER THE DATE OF
THE ALLOTMENT OF THE ADDITIONAL NOTES. ANY STABILIZATION 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 RULES.
AVAILABLE INFORMATION
Each purchaser of Additional Notes from the Initial Purchasers will be furnished with a copy of this
offering memorandum and, to the extent provided to the Initial Purchasers by us, any related amendment or
supplement to this offering memorandum. So long as any notes are outstanding and are "restricted securities"
within the meaning of Rule 144 under the Securities Act, we will, upon request, furnish to any holder or beneficial
owner of the notes the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act
to permit compliance with Rule 144A in connection with resales of the notes if, at the time of the request, we are
neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended
(the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g 3-2(b) thereunder. Any such request should
be directed to the Company's Investor Relations team at [email protected], attention: Investor
Relations team. Telephone: +33 (0)4 88 91 90 21.
Additionally, so long as any of the notes are listed on the Luxembourg Stock Exchange and its rules so
require, copies of this offering memorandum and other information relating to such issuance of notes will be
available in the specified offices of the Issuer at the address listed on the inside of the back cover of this offering
memorandum. This offering memorandum will also be available on the website of the Luxembourg Stock
Exchange (www.bourse.lu). See "General Information."

8

CERTAIN TERMS AND CONVENTIONS
In this offering memorandum, "we," "us," "our" and "our group" refer to CMA CGM S.A. and its
consolidated subsidiaries, unless the context otherwise requires, and the "Company" and "Issuer" refer to CMA
CGM S.A.
In this offering memorandum, unless indicated otherwise, references to "euros" or "" are to the euro,
the official currency of the Member States of the European Union participating in the third stage of the economic
and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended or
supplemented from time to time, references "U.S. dollars," "dollars," "U.S.$" and "$" are to the United States
dollar, the official currency of the United States of America, references to "SGD" "Singapore dollars" or "SG$"
are to the Singapore dollar, the official currency of Singapore, and references to "sterling," "pounds sterling" or
"£" are to the British pound sterling, the official currency of the United Kingdom.
In addition, unless indicated otherwise, or the context otherwise requires, references in this offering
memorandum to:
"2018 Senior Notes" means the 300.0 million 8.750% Senior Notes due 2018 issued by the
Company on December 16, 2013 and redeemed in full on August 7, 2017;
"2021 Senior Notes" means the 725.0 million 7.750% Senior Notes due 2021 issued by the
Company on June 8 and June 12, 2015;
"2022 Senior Notes" means the 650.0 million 6.500% Senior Notes due 2022 issued by the
Company on July 13, 2017;
"Additional Notes" means the 250,000,000 5.250% Senior Notes due 2025 issued hereunder;
"Additional Notes Issue Date" means November 9, 2017;
"Additional Yildirim ORA" means the 528,918 12.0% subordinated bonds mandatorily redeemable
in B Preferred Shares subscribed to by Yildirim AM for $100.0 million on January 31, 2013, which
automatically converted into newly-issued preferred shares of the Company upon maturity on
December 31, 2015;
"Adjusted EBITDA" means EBITDA less gains / (losses) on disposal of property and equipment
and subsidiaries;
"Adjusted equity" means total equity less reserves for currency translation adjustments plus the
portion of bonds and preferred shares redeemable in shares that are accounted for as financial debt
under IFRS;
"Adjusted net debt" means net debt less the amount of bonds and preferred shares redeemable in
shares (ORA) that are accounted for as debt under IFRS, less liabilities associated with assets
classified as held for sale, plus restricted cash (such as cash allotted as collateral for margin loans);
"Agility" means our global efficiency plan rolled out in July 2016, which is designed to improve our
operating results by improving our operational efficiency and leveraging our global presence, scale
and resources to generate significant cost savings; the announced targets for the Agility program are
(i) to reduce our cost base by delivering a $1 billion reduction in standalone operating expenses by
the end of 2017, calculated as described herein and excluding the effects of bunker price variations
since Q3 2015, exchange rate variations and the purchase price allocation in connection with the
NOL Acquisition, and (ii) to achieve an additional approximately $500 million in annual run-rate
cost and revenue synergies related to the NOL Acquisition by 2018; for further discussion, see
"Management's Discussion and Analysis of Financial Condition and Results of Operations--Agility
Cost Efficiency Program," "Risk Factors--We could be unable to continue reducing costs
sufficiently to support our profitability or achieve the benefits targeted by our Agility cost savings
program" and "Risk Factors--We may not succeed in smoothly and timely integrating NOL into our
existing business and we may fail to achieve the synergies targeted from the acquisition of NOL";
"ANL Singapore" means ANL Singapore Pte Ltd;

9

"APL 2024 Senior Notes" means the U.S.$150.0 million notes issued by American President
Companies, Ltd. (now APL Ltd.) in January 1994 and due in January 2024;
"Board of Directors" means the board of directors of the Company;
"BPI" means Bpifrance Participations (formerly known as the Fonds Stratégique d'Investissement);
"BPI ORA" means the 793,378 12.0% subordinated bonds mandatorily redeemable in shares
subscribed to by BPI for $150.0 million on June 28, 2013;
"bunker" and "bunker fuel" mean the heavy fuel oil we generally use to power our ships;
"cascade" or "cascaded," in relation to vessels, means the practice of shifting vessels from one trade
to another as they are replaced by newer vessels, with larger vessels typically replacing smaller
vessels in order to take advantage of economies of scale;
"calls" means stopping at a port to load and discharge cargo;
"capacity," unless otherwise specified, means the maximum number of containers as measured in
TEU that could theoretically be loaded onto a container ship without taking into account operational
constraints (including, but not limited to, the actual weight of any loaded containers); with reference
to a fleet, a carrier or the container shipping industry, capacity is the total TEU capacity of all ships
in the fleet, the carrier or the industry, as applicable;
"capital expenditures" means our expenditures in respect of investments in vessels, containers and
other intangible and other fixed assets either owned or held under finance leases, acquired directly
or through a business combination;
"carrier," unless otherwise specified, means a company providing container shipping services;
"CFIUS" means the Committee on Foreign Investment in the United States;
"charter," with respect to ships, means the lease of a ship for a specified period of time at a fixed
price, with the ship owner typically also providing the ship's crew, insurance and maintenance;
"Cheng Lie Navigation" or "CNC" means Cheng Lie Navigation Co. Ltd;
"CMA Terminals" means CMA Terminals Holding S.A.S.;
"CMA CGM standalone" means, as the context requires, the relevant figure excluding the
contribution of NOL (i) from the NOL Acquisition Date to December 31, 2016 as set forth in the
2016 CMA CGM Audited Consolidated Financial Statements or (ii) from the NOL Acquisition Date
to June 30, 2016 and from January 1, 2017 to June 30, 2017, respectively, as set forth CMA CGM
Unaudited Interim Condensed Consolidated Financial Statements;
"CMHI" means China Merchants Holdings (International) Company Limited;
"cold ironing" means the practice of ships turning off their auxiliary engines and instead sourcing
electric power from shore while at berth;
"Core EBIT" means EBIT less gains / (losses) on disposal of property and equipment and
subsidiaries and adding back other income and expenses as well as impairment reported in share of
profit/(loss) of the associates and joint ventures;
"Core EBIT margin" means Core EBIT divided by revenue;
"CSG" means China Shipping (Group) Company;
"demurrage" means the fee we charge for each day that an importer maintains possession of a
container beyond the scheduled or agreed date of return;
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"dominant leg" means the leg of the service from net exporting regions to net importing regions, and
"non-dominant leg" means the return leg of such services from net importing regions to net exporting
regions;
each of "own," "to own" or "owned," with respect to our vessels or containers, means vessels or
containers to which we have title or that we have financed through lease arrangements that transfer
substantially all the risks and rewards of ownership to us;
each of "U.S. dollars," "dollars," "U.S.$" and "$" means the lawful currency of the United States of
America;
each of the "Company," "we," "us" and "our" means CMA CGM S.A. and all of its subsidiaries as
of the date discussed, unless otherwise specified or the context suggests otherwise;
"East-West lines" or "East-West trades" means the four main east-west intercontinental trades for
the container shipping industry: Asia-Europe, Transpacific (Asia-North America), Transatlantic
(Europe-North America) and Asia-Middle East;
"EBIT" corresponds to a measure equivalent to an operating profit/loss; it is equal to the sum of the
following income statement captions as presented in our consolidated financial statements for the
relevant period: "Revenues," "Gains/(losses) on disposal of property and equipment and
subsidiaries," "Depreciation and amortization of non-current assets," "Other income and (expenses),"
"Net present value (NPV) benefits related to assets financed by tax leases" and "Share of
income/(loss) from associates and joint ventures";
"EBITDA" means the sum of the following income statement captions as presented in our
consolidated financial statements for the relevant period: "EBITDA before gains / (losses) on
disposal of property and equipment and subsidiaries" and "Gains on disposal of property and
equipment and subsidiaries";
"EBITDA margin" means EBITDA divided by revenue;
"EEA" means the European Economic Area;
"EQT Infrastructure" means EQT Infrastructure III;
"feeder line" means a non-intercontinental service that calls at smaller ports, operates with smaller
vessels and operates to transport most of its cargo to and from secondary ports to connect with main
lines at primary ports (as opposed to short sea lines, which operate to provide an independent
shipping service for most of their cargo);
"freight forwarders" means intermediaries between carriers and direct shippers which consolidate
cargo and prepare customs documentation;
"FRS" means Singapore Financial Reporting Standards;
"GGS" means Global Gateway South, a container terminal located in the Port of Los Angeles in the
San Pedro Bay, United States;
"GGS Disposal" means the expected sale by NOL Liner of a 90% interest in APL Ltd. (which
indirectly holds the GGS terminal) to a consortium composed of the infrastructure fund EQT
Infrastructure and the port operator P5 Infrastructure, pursuant to a stock purchase agreement dated
as of June 30, 2017 (see "Summary--Recent Developments" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Acquisitions and Disposals--Sale of
the GGS Terminal");
"IFRS" means International Financial Reporting Standards, as adopted for use in the European
Union by the European Commission;
"Indenture" means the indenture dated as of October 24, 2017 relating to the notes, entered into by
and among us, the Trustee, the Paying Agent and Transfer Agent and the Registrar;
"Initial Purchasers" means BNP Paribas and HSBC Bank plc;

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