Obligation Verisure Midholding AB 5.75% ( XS1720016531 ) en EUR

Verisure Midholding AB

100 % ▲

Suede

XS1720016531 ( en EUR )

5.75% par an ( paiement semestriel )

30/11/2023 - Obligation échue

Prospectus brochure de l'obligation Verisure Midholding AB XS1720016531 en EUR 5.75%, échue

100 000 EUR

1 080 000 000 EUR

Verisure Midholding AB est la société holding suédoise contrôlant le groupe Verisure, un important fournisseur européen de systèmes de sécurité et de surveillance à domicile et pour les entreprises, proposant des solutions connectées et une surveillance 24h/24.

L'Obligation émise par Verisure Midholding AB ( Suede ) , en EUR, avec le code ISIN XS1720016531, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2023

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES

Verisure Holding AB (publ)
300,000,000 31/2% Senior Secured Notes due 2023
Verisure Midholding AB (publ)
100,000,000 53/4% Senior Notes due 2023
Verisure Holding AB (publ) (the "Senior Secured Notes Issuer"), a public limited liability company existing under
the laws of Sweden, is offering (the "Senior Secured Notes Offering") 300.0 million aggregate principal amount of its
31/2% Senior Secured Notes due 2023 (the "Senior Secured Notes"). Verisure Midholding AB (publ) (the "Senior Notes
Issuer" and, together with the Senior Secured Notes Issuer, the "Issuers"), a public limited liability company existing under
the laws of Sweden, is offering (the "Senior Notes Offering" and, together with the Senior Secured Notes Offering, the
"Offering") 100.0 million aggregate principal amount of its 53/4% Senior Notes due 2023 (the "Senior Notes" and,
together with the Senior Secured Notes, the "Notes").
The Senior Secured Notes will be issued pursuant to an indenture (the "Senior Secured Notes Indenture") to be
dated November 16, 2018 (the "Issue Date"), among, inter alios, the Senior Secured Notes Issuer, the Senior Secured Note
Guarantors (as defined below), Wilmington Trust, National Association, as trustee for the Senior Secured Notes (in such
capacity, the "Senior Secured Notes Trustee") and Wilmington Trust (London) Limited, as security agent (the "Security
Agent"). The Senior Notes will be issued as additional notes under the indenture dated November 24, 2017 (the "Senior
Notes Indenture" and, together with the Senior Secured Notes Indenture, the "Indentures"), among, inter alios, the Senior
Notes Issuer, the Senior Note Guarantors (as defined below), Wilmington Trust, National Association, as trustee for the
Senior Notes (in such capacity, the "Senior Notes Trustee" and, together with the Senior Secured Notes Trustee, the
"Trustees") and the Security Agent, as supplemented by a supplemental indenture thereto (the "Senior Notes Supplemental
Indenture") to be dated the Issue Date, among, inter alios, the Senior Notes Issuer, the Senior Note Guarantors, the Senior
Notes Trustee and the Security Agent.
The Senior Notes will be a part of the same series of the Senior Notes Issuer's currently outstanding 980,000,000
aggregate principal amount of 53/4% Senior Notes due 2023 (the "Existing Euro Senior Notes"). The Senior Notes will be
treated as a single class together with the Existing Euro Senior Notes for all purposes under the Senior Notes Indenture,
including with respect to waivers, amendments, redemption and offers to purchase, except as otherwise specified, and will
become fully fungible with the Existing Euro Senior Notes following the termination of certain U.S. selling restrictions.
The Senior Notes sold pursuant to Regulation S (as defined herein) will initially be issued bearing temporary ISINs and
temporary common codes.
The Senior Secured Notes will bear interest at a rate of 31/2% per annum, payable semi-annually in arrears on
December 1 and June 1 of each year, commencing on June 1, 2019. The Senior Secured Notes will mature on May 15,
2023. Prior to May 15, 2020, the Senior Secured Notes Issuer will be entitled, at its option, to redeem all or a portion of
the Senior Secured Notes by paying a "make-whole" premium. In addition, prior to May 15, 2020, the Senior Secured
Notes Issuer may redeem at its option up to 40% of the original principal amount of the Senior Secured Notes with the net
proceeds from certain equity offerings at the redemption price set forth in this offering memorandum, provided that at least
60% of the original principal amount of the Senior Secured Notes remains outstanding. Prior to May 15, 2020, during each
12-month period commencing on the Issue Date, the Senior Secured Notes Issuer may redeem up to 10% of the original
aggregate principal amount of the Senior Secured Notes (including any Additional Notes (as defined in the Senior Secured
Notes Indenture)) at its option, from time to time, at a redemption price equal to 103% of the principal amount of the Senior
Secured Notes redeemed, plus accrued and unpaid interest and additional amounts, if any. At any time on or after May 15,
2020, the Senior Secured Notes Issuer may redeem all or part of the Senior Secured Notes at the redemption prices set forth
in this offering memorandum. In addition, the Senior Secured Notes Issuer may redeem all, but not part, of the Senior
Secured Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest and additional amounts,
if any, upon the occurrence of certain changes in applicable tax law. If a change of control occurs, each holder of the Senior
Secured Notes may require the Senior Secured Notes Issuer to repurchase all or a portion of its Senior Secured Notes at
101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to but excluding
the date of purchase.
The Senior Notes will bear interest at a rate of 53/4% per annum, payable semi-annually in arrears on December 1
and June 1 of each year, commencing on December 1, 2018. The Senior Notes will mature on December 1, 2023. Prior to
December 1, 2019, the Senior Notes Issuer will be entitled, at its option, to redeem all or a portion of the Senior Notes by

paying a "make-whole" premium. In addition, prior to December 1, 2019, the Senior Notes Issuer may redeem at its option
up to 40% of the original principal amount of the Senior Notes with the net proceeds from certain equity offerings at the
redemption price set forth in this offering memorandum, provided that at least 60% of the original principal amount of the
Senior Notes remains outstanding. At any time on or after December 1, 2019, the Senior Notes Issuer may redeem all or
part of the Senior Notes at the redemption prices set forth in this offering memorandum. In addition, the Senior Notes Issuer
may redeem all, but not part, of the Senior Notes at a price equal to 100% of the principal amount upon the occurrence of
certain changes in applicable tax law. If a change of control occurs, each holder of the Senior Notes may require the Senior
Notes Issuer to repurchase all or a portion of its Senior Notes at 101% of the principal amount thereof, plus accrued and
unpaid interest and additional amounts, if any, to but excluding the date of purchase.
The Senior Secured Notes will be senior secured obligations of the Senior Secured Notes Issuer and will be
guaranteed (the "Senior Secured Note Guarantees") on the Issue Date on a senior basis by the Senior Notes Issuer, ESML
SD Iberia Holding S.A.U., Securitas Direct España S.A.U., Securitas Direct AB (publ), Securitas Direct Sverige AB,
Verisure Sverige AB, Securitas Direct Portugal, Unipessoal Lda., Verisure Holding AS, Verisure AS, Securitas Direct SAS
and Verisure International AB (collectively, the "Senior Secured Note Guarantors"). On the Issue Date, the Senior Secured
Notes will be secured by first-priority security interests in the Senior Secured Notes Closing Collateral (as defined herein).
Within 10 business days of the Issue Date (the "Post-Closing Date"), the Senior Secured Notes will be secured by
first-priority security interests in the Senior Secured Notes Post-Closing Collateral (as defined herein, and together with
the Senior Secured Notes Closing Collateral, the "Senior Secured Notes Collateral"). The Senior Secured Notes Collateral
also secures the obligations under the Amended and Restated Senior Facilities Agreement on a first-priority basis. The
validity and enforceability of the Senior Secured Note Guarantees and the Senior Secured Notes Collateral will be subject
to the limitations described in "Insolvency Considerations and Limitations on Validity and Enforceability of the Guarantees
and the Collateral."
The Senior Notes will be senior obligations of the Senior Notes Issuer and will be guaranteed (the "Senior Note
Guarantees" and, together with the Senior Secured Note Guarantees, the "Guarantees") on the Issue Date on a senior
subordinated basis by the Senior Secured Notes Issuer, ESML SD Iberia Holding S.A.U., Securitas Direct España S.A.U.,
Securitas Direct AB (publ), Securitas Direct Sverige AB, Verisure Sverige AB, Securitas Direct Portugal, Unipessoal Lda.,
Verisure Holding AS, Verisure AS, Securitas Direct SAS and Verisure International AB (collectively, the "Senior Note
Guarantors" and, together with the Senior Secured Note Guarantors, the "Guarantors"). On the Issue Date, the Senior Notes
will be secured by a second-priority pledge over the Senior Notes Collateral (as defined herein). The Senior Notes Collateral
also secures or will secure the obligations under the Senior Secured Notes and the Amended and Restated Senior Facilities
Agreement on a first-priority basis and the obligations under the Existing Senior Notes (as defined herein) on a
second-priority basis. The validity and enforceability of the Senior Note Guarantees and the Senior Notes Collateral will
be subject to the limitations described in "Insolvency Considerations and Limitations on Validity and Enforceability of the
Guarantees and the Collateral."
There is currently no public market for the Notes. Application has been made to list the Senior Secured Notes on
the Securities Official List of the Luxembourg Stock Exchange (the "Exchange") and to admit the Senior Notes to the
Official List of the Exchange for trading on the Euro MTF market thereof. There can be no assurance that the Senior
Secured Notes will be listed on the Securities Official List of the Exchange, that the Senior Notes will be listed on the
Official List of the Exchange or that either such listing will be maintained.
See "Risk Factors" beginning on page 36 for a discussion of certain risks that you should consider in connection with an investment
in the Notes.
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 state or other jurisdiction of the United States, and may
not be offered or sold 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 U.S. Securities Act. The Notes are
being offered and sold in the United States only to qualified institutional buyers ("QIBs") in reliance on Rule 144A under
the U.S. Securities Act ("Rule 144A"), and to certain non-U.S. persons in offshore transactions outside the United States
in reliance on Regulation S under the U.S. Securities Act ("Regulation S"). Prospective purchasers that are QIBs are hereby
notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities
Act provided by Rule 144A. The Notes and the Guarantees are not transferable except in accordance with the restrictions
described under "Transfer Restrictions."
Offering price for the Senior Secured Notes: 100.000% (issue price), plus accrued and unpaid interest, if any, from the Issue Date
Offering price for the Senior Notes: 99.750% (issue price), plus accrued and unpaid interest from June 1, 2018
Purchasers of the Senior Notes will be required to pay accrued interest totalling 26.354 per 1,000
principal amount of Senior Notes from and including June 1, 2018 to, but excluding, the Issue Date.

The Notes will be issued in the form of one or more global notes in registered form. The Notes will initially be
issued in denominations of 100,000 and integral multiples of 1,000 in excess thereof; provided that the Notes may only
be transferred in amounts of 100,000 and integral multiples of 1,000 in excess thereof. We expect the global notes to be
delivered through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream") on or about the
Issue Date.
Senior Secured Notes Offering
Joint Global Coordinators and Joint Bookrunners
Morgan Stanley
BofA Merrill Lynch
Goldman Sachs International Nomura
(Sole Physical Bookrunner)

Joint Bookrunners
Barclays
Citigroup
J.P. Morgan
Nordea
Senior Notes Offering
Joint Global Coordinators and Joint Bookrunners
Goldman Sachs International
BofA Merrill Lynch
Morgan Stanley
Nomura
(Sole Physical Bookrunner)
Joint Bookrunners
Barclays
Citigroup
J.P. Morgan
Nordea
The date of this offering memorandum is March 8, 2019.

IMPORTANT INFORMATION
This offering memorandum has been prepared by the Issuers solely for use in connection with the proposed
offering of the Notes. This offering memorandum is personal to each offeree and does not constitute an offer to any other
person or to the public generally to subscribe for or otherwise acquire the Notes. This offering memorandum may not be
distributed to any person other than prospective investors and any person retained to advise such prospective investors with
respect to the purchase of the Notes, and any disclosure of the contents of this offering memorandum without our prior
written consent is prohibited. By accepting delivery of this offering memorandum, you agree to the foregoing and you
agree to not make copies of this offering memorandum or any documents referred to in this offering memorandum.
Each of the Senior Secured Notes Issuer and the Senior Notes Issuer, having made all reasonable enquiries,
confirms that, to the best of its knowledge, information and belief (having taken all reasonable care to ensure that such is
the case), this offering memorandum contains all information that is material in the context of the issuance and offering of
the Notes and the Guarantees, that the information contained in this offering memorandum is true and accurate in all
material respects and is not misleading in any material respect and that there are no other facts the omission of which would
make this offering memorandum or any such information misleading in any material respect. The information contained
in this offering memorandum is as of the date hereof.
None of Morgan Stanley & Co. International plc, Goldman Sachs International, Barclays Bank PLC, Citigroup
Global Markets Limited, J.P. Morgan Securities plc, Merrill Lynch International, Nomura International plc and Nordea
Bank Abp (each an "Initial Purchaser" and collectively, the "Initial Purchasers") nor any employee of the Initial Purchasers
has authorized the contents or circulation of this offering memorandum and does not assume any responsibility for, and
will not accept any liability for, any loss suffered as a result of, arising out of, or in connection with this document or any
of the information or opinions contained in it.
In making an investment decision, you should rely only on the information contained in this offering
memorandum. None of the Issuers, the Guarantors or any of the Initial Purchasers has authorized anyone to provide you
with information that is different from the information contained herein. If given, any such information should not be relied
upon. None of the Issuers, the Guarantors or any of the Initial Purchasers is making an offer of the Notes in any jurisdiction
where the offering is not permitted. You should not assume that the information contained in this offering memorandum is
accurate as of any date other than the date on the front of this offering memorandum.
Market data and certain industry forecasts and statistics in this offering memorandum have been obtained from
both public and private sources, including market research, publicly available information and industry and consultant
publications. Although the Issuers and the Guarantors accept responsibility for the accurate extraction and summarization
of such information and data, the Issuers and the Guarantors have not in any way independently verified the accuracy of
such information and data and they accept no further responsibility in respect of such information and data. In addition, the
information set out in relation to sections of this offering memorandum describing clearing arrangements, including the
sections entitled "Description of Senior Notes," "Description of Senior Secured Notes" and "Book-Entry, Delivery and
Form," is subject to any change in, or reinterpretation of the rules, regulations and procedures of Euroclear and Clearstream
currently in effect. While the Issuers accept responsibility for accurately summarizing the information concerning Euroclear
and Clearstream, they accept no further responsibility in respect of such information.
This offering memorandum constitutes a prospectus for the purposes of Part IV of the Luxembourg law on
prospectus for securities dated July 10, 2005, as amended.
The Initial Purchasers and their respective directors, affiliates, advisors and representatives make no representation
or warranty, express or implied, as to, and assume no responsibility for, the accuracy or completeness of the information
contained in this offering memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a
promise or representation by the Initial Purchasers or their respective directors, affiliates, advisors or representatives as to
the past or the future. The Issuers and the Guarantors have furnished the information contained in this offering
memorandum.
The Initial Purchasers will provide you with a copy of this offering memorandum and any related amendments or
supplements. By receiving this offering memorandum, you acknowledge that you have had an opportunity to ask questions
of the Issuers and that you have received all answers 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 or their respective directors, affiliates, advisors or representatives in connection with your investigation of the
accuracy of this information or your decision whether to invest in the Notes. In accordance with normal and accepted
market practice, neither the Trustees (as defined below), the Security Agent (as defined below), the Paying Agent (as
defined below), the Registrar (as defined below), nor the Transfer Agent (as defined below) is responsible for the contents
of this offering memorandum or expresses any opinion as to the merits of the Notes under this offering memorandum.
i

In making an investment decision, you must rely solely on the information contained in this offering memorandum
and your own examination of the Issuers and the Guarantors and their respective subsidiaries and the terms of the Offering,
including the merits and risks involved. In addition, none of the Issuers, the Guarantors, their respective directors,
subsidiaries and affiliates, the Initial Purchasers and none of any of their respective directors, affiliates, advisors or
representatives, 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, financial or tax advice. You should consult your
own advisers as to 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; none of the Issuers, the Guarantors, their
respective subsidiaries and affiliates, the Initial Purchasers or their respective directors, affiliates, advisors or
representatives shall have any responsibility for any of the foregoing legal requirements. The distribution of this offering
memorandum and the Offering and sale of the Notes in certain jurisdictions may be restricted by law. You should refer to
"Plan of Distribution" and "Transfer Restrictions."
The Notes will be available in book-entry form only. We expect that the Notes sold pursuant to this offering
memorandum will be issued in the form of one or more global notes. The global notes will be deposited and registered in
the name of a common depositary for Euroclear and Clearstream. Transfers of interests in the global notes will be effected
through records maintained by Euroclear and Clearstream, respectively, and their respective participants. The Notes will
not be issued in definitive registered form except under the circumstances described in the section "Book-Entry, Delivery
and Form."
Application has been made to list the Notes on the Securities Official List of the Luxembourg Stock Exchange
(the "Exchange"), without admission to trading on one of the securities markets operated by the Exchange.
Notice to Investors in the United States
The Notes and the Guarantees have not been registered with, recommended by or approved by the U.S. Securities
and Exchange Commission (the "SEC"), any state securities commission in the United States or any other regulatory
authority, and none of the foregoing authorities have passed upon or endorsed the merits of the Offering or the accuracy or
adequacy of this offering memorandum. Any representation to the contrary could be a criminal offense in certain
jurisdictions.
This Offering is being made in the United States in reliance upon an exemption from registration under the U.S.
Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your purchase, you
will be deemed to have made certain acknowledgments, representations and agreements. See "Transfer Restrictions."
This offering memorandum is being provided (1) to a limited number of investors in the United States that we
reasonably believe to be QIBs under Rule 144A solely in connection with their consideration of the purchase of the Notes
and (2) to certain non-U.S. persons outside the United States pursuant to offshore transactions in reliance on Rule 903 or
904 of Regulation S.
You are hereby notified that the seller of any Note may be relying on the exemption from the provisions of
Section 5 of the U.S. Securities Act provided by Rule 144A. Please refer to the sections in this offering memorandum
entitled "Plan of Distribution" and "Transfer Restrictions" for a description of certain further restrictions on offers and
sales of Notes and distribution of this offering memorandum.
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER, SELL,
RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE PUBLIC.
Notice to Investors in the European Economic Area
This offering memorandum has been prepared on the basis that all offers of the Notes will be made pursuant to an
exemption under the Prospectus Directive from the requirement to produce a prospectus for offers of the Notes. The
expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and
includes any relevant implementing measure in each member state ("EU Member State") of the European Economic Area
(the "EEA").
Accordingly, any person making or intending to make any offer within the EEA of the Notes should only do so
in circumstances in which no obligation arises for us or the Initial Purchasers to produce a prospectus for such offer. Neither
we nor the Initial Purchasers have authorized, nor do 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.
ii

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID
II"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
"qualified investor" as defined in the Prospectus Directive. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
For the purposes of this section, the expression an "offer of Notes to the public" in relation to any Notes in any
EU Member State means the communication in any form and by any means of sufficient information on the terms of the
offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may
be varied in that EU Member State by any measure implementing the Prospectus Directive in that EU Member State.
Professional investors and ECPs (as defined below) only target market: Solely for the purposes of the product
approval process of Morgan Stanley & Co. International plc and Goldman Sachs International as sole physical
Bookrunners of the Senior Secured Notes and the Senior Notes, respectively (the "Manufacturers"), the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties
("ECPs") and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to
ECPs and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the Manufacturers' target market assessment; however, and without prejudice
to our obligations in accordance with MiFID II, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the Manufacturers' target market
assessment) and determining appropriate distribution channels.
Notice to Swedish Investors
This offering memorandum is not a prospectus and has not been prepared in accordance with the prospectus
requirements provided for in the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med
finansiella instrument) nor any other Swedish enactment. Neither the Swedish Financial Supervisory Authority
(Finansinspektionen) nor any other Swedish public body has examined, approved or registered this offering memorandum
or will examine, approve or register this offering memorandum. Accordingly, this offering memorandum may not be made
available, nor may the Notes otherwise be marketed and offered for sale, in Sweden other than in circumstances that
constitute an exemption from the requirement to prepare a prospectus under the Swedish Financial Instruments Trading
Act.
Notice to Spanish Investors
The Notes may not be sold, offered or distributed in Spain except in accordance with the requirements of the
Royal Legislative Decree 4/2015, of October 23, approving the amended and restated text of the Spanish Securities Market
Law (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado
de Valores), as amended and restated, and Royal Decree 1310/2005, of November 4, 2005 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), as amended from
time to time (the "Spanish Securities Market Law"). The Notes may not be sold, offered or distributed to persons in Spain,
except in circumstances which do not constitute a public offer (oferta pública) of securities in Spain, within the meaning
of the Spanish Securities Market Law. Neither the Notes, the Offering nor this offering memorandum and its contents have
been approved or registered with the Spanish Securities and Exchange Commission (Comisión Nacional del Mercado de
Valores), and therefore it is not intended for the public offering or sale of Notes in Spain.
Notice to Portuguese Investors
Neither the Offering, nor the Notes have been approved by the Portuguese Securities and Exchange Commission
(Comissão do Mercado de Valores Mobiliários, the "CMVM") or by any other competent authority of another EU Member
State and notified to the CMVM. The Notes may not, directly or indirectly, be offered or sold in Portugal, and neither can
the offering memorandum, any prospectus, form of application, advertisement or other document or information relating
to the Notes be distributed or published in Portugal and no action has been or will be taken in the future that would permit
a public offering of any of the Notes in Portugal or for this offering memorandum to be distributed or published in Portugal.
Accordingly, no Notes may be offered, sold or distributed, except under circumstances that will not be considered as a
public offering under article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários) approved by
Decree-Law no. 486/99, of 13 November, as last amended and republished by Law no. 35/2018, of 20 July, which has
iii

implemented MiFID II into Portuguese national law (the "PSC"). As a result, the Offering, and any material relating to the
Offering, is addressed solely to, and may only be accepted by, any persons or legal entities that are resident in Portugal or
that will hold the Notes through a permanent establishment in Portugal (each a "Portuguese Investor") to the extent that
the Portuguese Investors are deemed professional investors (investidores profissionais) (each a "Portuguese Professional
Investor") under paragraphs 1 and 4 of article 30 of the PSC.
Notice to U.K. Investors
This offering memorandum is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom, (ii) persons who have professional experience in matters relating to investments and are investment
professionals as defined within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"), (iii) high net worth bodies corporate and any other person falling within Article 49(2)(a) to (d) of the
Order, or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000 (as amended), or "FSMA"), and any other persons to whom it
may otherwise lawfully be made in accordance with the Order or Section 21 of the FSMA (all such persons together being
referred to as "relevant persons").
Notice to Swiss Investors
This offering memorandum, as well as any other material relating to the Notes which are the subject of the Offering
contemplated by this offering memorandum, do not constitute an issue prospectus pursuant to article 652a and/or
article 1156 of the Swiss Code of Obligations and may not comply with the Directive for Notes of Foreign Borrowers of
the Swiss Bankers Association. The Notes will not be listed on the SIX Swiss Exchange ("SIX" or "SIX Swiss Exchange"),
and, therefore, the documents relating to the Notes, including, but not limited to, this offering memorandum, do not claim
to comply with the disclosure standards of the Swiss Code of Obligations and the listing rules of SIX Swiss Exchange and
corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange. The Notes are being offered in
Switzerland by way of a private placement (i.e. to a limited number of selected investors only), without any public
advertisement and only to investors who do not purchase the Notes with the intention to distribute them to the public. The
investors will be individually approached directly from time to time. This offering memorandum, as well as any other
material relating to the Notes, is personal and confidential and does not constitute an offer to any other person. This offering
memorandum, as well as any other material relating to the Notes, may only be used by those investors to whom it has been
handed out in connection with the Offering described herein and may neither directly nor indirectly be distributed or made
available to other persons without the Issuers' express consent. This offering memorandum, as well as any other material
relating to the Notes, may not be used in connection with any other offer and shall in particular not be copied and/or
distributed to the public in (or from) Switzerland.
Notice to Norwegian Investors
This offering memorandum is not a prospectus and has not been prepared in accordance with the prospectus
requirements provided for in the Norwegian Securities Trading Act of 2007 nor any other Norwegian enactment. Neither
the Norwegian Financial Supervisory Authority (Finanstilsynet) nor any other Norwegian public body has examined,
approved or registered this offering memorandum or will examine, approve or register this offering memorandum.
Accordingly, this offering memorandum may not be made available, nor may the Notes otherwise be marketed and offered
for sale, in Norway other than in circumstances that constitute an exemption from the requirement to prepare a prospectus
under the Norwegian Securities Trading Act of 2007.
Notice to French Investors
This offering memorandum has not been prepared and is not being distributed in the context of an offer to the
public of financial securities in France within the meaning of Article L.411-1 of the French Code monétaire et financier
and Title 1 of Book II of the Règlement Général de l'Autorité des Marchés Financiers, and has not been approved by,
registered or filed with the Autorité des marchés financiers (the "AMF"), nor any competent authority of another Member
State of the EEA that would have notified its approval to the AMF under the Prospectus Directive as implemented in France
and in any Relevant Member State. Therefore, the Notes may not be, directly or indirectly, offered or caused to be offered
or sold to the public in France (offre au public de titres financiers) and this offering memorandum and any other offering
or marketing material or information relating to the Notes has not been and will not be released, issued or distributed or
caused to be released, issued or distributed to the public in France or used in connection with any offer for subscription or
sales of the Notes to the public in France in any way that would constitute, directly or indirectly, an offer to the public in
France. Offers, sales and distributions have only been and shall only be made in France to qualified investors (investisseurs
qualifiés) acting solely for their own account (agissant pour compte propre) and/or to providers of investment services
relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers), all as defined in and in accordance with Articles L.411-1, L.411-2, D.411-1,
D.411-4, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier. Prospective investors are informed
iv

that (a) this offering memorandum has not been and will not be submitted for clearance to the AMF, (b) in compliance with
Articles L.411-2, D.411-1, D.411-4, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier, any
qualified investors subscribing for the Notes should be acting for their own account (agissant pour compte propre) and
(c) the direct and indirect distribution or sale to the public of the Notes acquired by them may only be made in compliance
with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L. 621-8-3 of the French Code monétaire et financier.
Stabilization
IN CONNECTION WITH THIS OFFERING, MORGAN STANLEY & CO. INTERNATIONAL PLC,
WITH REGARD TO THE SENIOR SECURED NOTES, AND GOLDMAN SACHS INTERNATIONAL, WITH
REGARD TO THE SENIOR NOTES (TOGETHER, THE "STABILIZING MANAGERS"), OR PERSONS
ACTING ON BEHALF OF THE STABILIZING MANAGERS, MAY OVER-ALLOT THE 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 MANAGERS OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGERS WILL UNDERTAKE ANY STABILIZATION ACTION. ANY STABILIZATION ACTION MAY
BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF
THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT MUST END
NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE DATE ON WHICH THE ISSUERS RECEIVED
THE PROCEEDS OF THE NOTES, OR NO LATER THAN 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY THE STABILIZING MANAGERS (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGERS) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements, including statements about market trends and
our strategy, investments, future operations, industry forecasts, domestic, regional and global economic conditions and
supply and demand levels, competition in our geographies, regulatory framework and levels of leverage and indebtedness.
Forward-looking statements provide our current expectations, intentions or forecasts of future events. Forward-looking
statements include statements about expectations, beliefs, plans, objectives, intentions, assumptions and other statements
that are not statements of historical fact. Words or phrases such as "anticipate," "believe," "continue," "ongoing,"
"estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "target," "seek" or similar words or
phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these
words does not necessarily mean that a statement is not forward-looking.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on
potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by
the forward-looking statements. Our actual results could differ materially from those anticipated in our forward-looking
statements for many reasons, including the factors described in the section entitled "Risk Factors" in this offering
memorandum. In addition, even if our actual results 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. For example, factors that could cause our actual results to vary from projected future results include, but are not
limited to:
·
our ability to compete effectively in our industry;
·
rapid changes in technology and our ability to successfully manage and address customer expectations;
·
adverse changes in general economic conditions;
·
our ability to retain our existing customers and to acquire new subscribers on a cost effective basis;
·
our exposure in Iberia (Spain and Portugal);
·
our ability to compete effectively with bundled products and services that may be offered by certain of our
potential competitors;
·
privacy concerns and potential security breaches;
·
compliance with regulations regarding the use of personal customer data;
·
costs associated with potential competition with our former parent or disputes over our primary brand name;
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·
costs associated with our continued investment in building our brands;
·
difficulties we may face in increasing our subscriber base or our subscription fees or up-selling new products
to our current subscribers;
·
increasing operating costs and inflation risks and inability to realize efficiencies and cost savings associated
with implementation of our FOG program;
·
increased labor costs in the jurisdictions in which we operate;
·
prolonged disruption of our monitoring centers;
·
product defects or shortfalls in our customer service;
·
possible liability associated with our ability to respond adequately to alarm activations;
·
costs of complying with current or future regulatory requirements;
·
false alarm ordinances introduced by local governments;
·
disruptions in our supply chain;
·
costs arising from our warranty obligations;
·
insufficient insurance coverage;
·
costs arising from unauthorized use of, or disputes involving, our proprietary technology;
·
our ability to effectively manage our growth into new geographies;
·
our exposure to risks associated with foreign currency fluctuations;
·
impairment losses resulting from potential declines in the fair value of our assets;
·
costs arising from legal and arbitration proceedings;
·
our dependence on our experienced senior management team, who would be difficult to replace;
·
market perceptions regarding the instability of the euro and the possible introduction of individual currencies
within the Eurozone;
·
risks associated with our ultimate principal shareholder's interests being inconsistent with our own;
·
our significant leverage, which may make it difficult for us to service our debt and operate our business; and
·
risks associated with our structure and the terms of the Notes and other indebtedness.
These risks and others described under "Risk Factors" are not exhaustive. Other sections of this offering
memorandum describe additional factors that could adversely affect our results of operations, financial condition, liquidity
and the development of the industry or the regulatory regimes under which we operate. New risks can emerge from time
to time, and it is not possible for us to predict all such risks, nor can we assess the impact of all such risks on our business
or the extent to which any risks, or combination of risks and other factors, may cause actual results to differ materially
from those contained in any forward looking statements. Given these risks and uncertainties, you should not rely on forward
looking statements as a prediction of actual results.
Any forward looking statements are only made as of the date of this offering memorandum, and we do not intend,
and do not assume any obligation, to update forward looking statements set forth in this offering memorandum. You should
interpret all subsequent written or oral forward looking statements attributable to us or to persons acting on our behalf as
being qualified by the cautionary statements in this offering memorandum. As a result, you should not place undue reliance
on these forward looking statements.
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements and Other Financial Information
This offering memorandum includes:
·
the audited consolidated financial statements of the Senior Notes Issuer as of and for the years ended
December 31, 2017, 2016 and 2015 prepared in accordance with International Financial Reporting Standards
as adopted by the European Union ("IFRS"), which have been audited by PricewaterhouseCoopers AB; and
·
the unaudited condensed consolidated interim financial statements of the Senior Notes Issuer as of and for
the nine months ended September 30, 2018 and 2017 prepared in accordance with International Accounting
Standards 34, Interim Financial Reporting ("IAS 34").
Beginning in the year ended December 31, 2015, the Group began reporting at the level of the Senior Notes Issuer.
Other than with respect to the Existing Senior Notes, there are no material differences between the consolidated results of
operations of the Senior Notes Issuer and those of the Senior Secured Notes Issuer. All Guarantors are fully consolidated
in the Senior Notes Issuer's financial statements.
The Senior Secured Notes Issuer has prepared audited, unqualified stand-alone financial statements for the years
ended December 31, 2016 and 2017.
Comparability of Financial Statements
The audited consolidated financial statements of the Senior Notes Issuer as of and for the year ended December 31,
2017 are not directly comparable with the unaudited condensed consolidated interim financial statements of the Senior
Notes Issuer as of and for the nine months ended September 30, 2018. This is due primarily to: (i) the adoption of IFRS 15;
(ii) certain changes in accounting policy to reclassify certain revenue as other income; and (iii) the introduction of
Adjacencies as a new reporting segment, each of which took effect as of January 1, 2018.
The audited consolidated financial statements of the Senior Notes Issuer as of and for the years ended
December 31, 2016 and 2015 are not directly comparable with the unaudited condensed consolidated interim financial
statements of the Senior Notes Issuer as of and for the nine months ended September 30, 2018. This is due primarily to:
(i) the adoption of IFRS 15; (ii) certain changes in accounting policy to reclassify certain revenue as other income and in
relation to the treatment of interest rate floors; and (iii) the introduction of Adjacencies as a new reporting segment, each
of which took effect as of January 1, 2018.
The audited consolidated financial statements of the Senior Notes Issuer as of and for the year ended December 31,
2017 are not directly comparable with the audited consolidated financial statements of the Senior Notes Issuer as of and
for the years ended December 31, 2016 and 2015. This is due primarily to a change in accounting policy in relation to the
treatment of interest rate floors.
In order to improve comparability and provide a more meaningful basis for commenting on our most recent results,
this offering memorandum includes certain unaudited financial information of the Senior Notes Issuer as of and for the
years ended December 31, 2017, 2016 and 2015 that give effect to (i) certain changes in accounting policy to reclassify
certain revenue as other income and in relation to the treatment of interest rate floors (other than for the year ended
December 31, 2017, for which the interest rate floors change is inapplicable) and (ii) the introduction of Adjacencies as a
new reporting segment, as if such changes were applied January 1, 2017, 2016 and 2015, respectively. The comparative
figures as of and for the nine months ended September 30, 2017 has for comparative purposes been restated or adjusted to
reflect the changes relating to: (i) the adoption of IFRS 15; (ii) certain changes in accounting policy to reclassify certain
revenue as other income and in relation to the treatment of interest rate floors; and (iii) the introduction of Adjacencies as
a new reporting segment.
The factors affecting comparability and adjustments are further described below.
Implementation of IFRS 15
We have adopted IFRS 15 (Revenue from Contracts with Customers), effective January 1, 2018. The Senior Notes
Issuer's unaudited condensed consolidated interim financial statements as of and for the nine months ended September 30,
2018 reflect the implementation of IFRS 15. Comparative figures as of and for the nine months ended September 30, 2017
included in the Senior Notes Issuer's unaudited condensed consolidated interim financial statements have been restated in
order to give effect to the adoption of IFRS 15 as if it had occurred on January 1, 2017. The historical consolidated financial
information of the Senior Notes Issuer as of and for the years ended December 31, 2017, 2016 and 2015 have not been
vii