Bond NH Hotel Group S.A 3.75% ( XS1497527736 ) in EUR

NH Hotel Group S.A

100 % ▲

Spain

XS1497527736 ( in EUR )

3.75% per year ( payment 2 times a year)

30/09/2023 - Bond has expired

Prospectus brochure of the bond NH Hotel Group S.A XS1497527736 in EUR 3.75%, expired

100 000 EUR

400 000 000 EUR

NH Hotel Group S.A. is a Spanish multinational hotel chain operating primarily in Europe and Latin America, offering a range of hotels from budget-friendly to upscale, under various brands including NH Hotels, nhow, and Anantara.

NH Hotel Group S.A.'s ?400,000,000 3.75% bond (ISIN: XS1497527736), issued in Spain and denominated in EUR with a minimum trading size of ?100,000, matured on September 30, 2023, and has been redeemed at 100%.

Listing Particulars
Not for general distribution
in the United States
NH Hotel Group, S.A.
115,000,000
3.750% Senior Secured Notes due 2023
NH Hotel Group, S.A., a public limited company (sociedad anónima) established under the laws of Spain (the
"Issuer"), is offering 115,000,000 aggregate principal amount of its 3.750% Senior Secured Notes due 2023 (the "Notes").
The Notes will be issued as additional notes under the indenture dated as of September 29, 2016 (the "Indenture"), pursuant
to which the Issuer issued 285,000,000 aggregate principal amount of 3.750% Senior Secured Notes due 2023 (the
"Original Notes" and, together with the Notes, the "2023 Notes").
The Notes offered hereby will have substantially the same terms as those of, and will form part of the same series
as, the Original Notes and will be treated as a single class for all purposes under the Indenture including, with respect to
waivers, amendments, redemptions and offers to purchase, and will become fully fungible with the Original Notes
following termination of certain U.S. selling restrictions.
The Issuer will pay interest on the Notes semi-annually in arrears on April 1 and October 1 of each year,
commencing on October 1, 2017. The Notes will mature on October 1, 2023. At any time prior to October 1, 2019, the
Issuer may redeem all or a portion of the 2023 Notes upon not less than 10 nor more than 60 days' notice by paying a
redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a
"make-whole" premium. In addition, at any time prior to October 1, 2019, the Issuer may redeem up to 40% of the
aggregate principal amount of the 2023 Notes with the net proceeds from certain equity offerings at the redemption price
set forth in these listing particulars. At any time on or after October 1, 2019, the Issuer may redeem all or a portion of the
2023 Notes upon not less than 10 nor more than 60 days' notice, at the redemption prices set forth in these listing
particulars. Prior to October 1, 2019, the Issuer may redeem the 2023 Notes during each twelve-month period commencing
on September 29, 2016 up to 10% of the original principal amount of the 2023 Notes upon not less than 10 nor more than
60 days' notice to holders of the 2023 Notes, at a redemption price equal to 103% of the principal amount, plus accrued and
unpaid interest, if any, to the applicable redemption date. Upon the occurrence of certain events constituting a change of
control, the Issuer may be required to make an offer to purchase the 2023 Notes. In the event of certain developments
affecting taxation, the Issuer may redeem all, but not less than all, of the 2023 Notes.
The Notes will be senior obligations of the Issuer. The Notes will rank equally in right of payment with all existing
and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes and will be senior in right of
payment to all existing and future indebtedness of the Issuer that is subordinated in right of payment to the Notes. On the
Issue Date, certain subsidiaries of the Issuer (the "Guarantors") will extend their guarantee of the Original Notes to include
the Notes offered hereby (the "Notes Guarantees"). As of the Issue Date, the Issuer's outstanding 6.875% Senior Secured
Notes due 2019 (the "2019 Notes") and the Senior Secured RCF (as defined herein) will also be guaranteed by the
Guarantors. On the Issue Date or within five business days thereafter, the security interests granted by the Issuer and the
Guarantors over the collateral in respect of the Original Notes will, in each case, be amended, confirmed or extended (as
applicable) to include the Notes offered hereby. Accordingly, the Notes and the Notes Guarantees will be initially secured
on a first ranking basis by (i) charges over the shares of capital stock representing 100% of the share capital of (A) Hotel
Exploitatiemaatschappij Diegem N.V., a wholly owned subsidiary of the Issuer organized under the laws of Belgium,
(B) Immo Hotel BCC NV, Immo Hotel Belfort NV, Immo Hotel Brugge NV, Immo Hotel Diegem NV, Immo Hotel
Gent NV, Immo Hotel GP NV, Immo Hotel Mechelen NV and Immo Hotel Stephanie NV, in each case, a wholly owned
subsidiary of the Issuer organized under the laws of Belgium, (C) NH Italia S.p.A., a wholly owned subsidiary of the Issuer
organized under the laws of Italy and (D) Onroerend Goed Beheer Maatschappij Van Alphenstraat Zandvoort B.V., a
wholly owned subsidiary of the Issuer incorporated under the laws of the Netherlands, and (ii) mortgages over certain
hotels owned by the Issuer or wholly owned subsidiaries of the Issuer located in the Netherlands (collectively, the
"Collateral"). The 2019 Notes and the Senior Secured RCF will be secured by the same Collateral as the 2023 Notes and
will benefit from the proceeds of enforcement of the Collateral on a pro rata and pari passu basis with the Notes. The Notes
Guarantees and the Collateral will be subject to legal and contractual limitations. See "Risk factors--Risks relating to the
Notes and our structure--The Notes Guarantees and the security interests in the Collateral are significantly limited by
applicable laws and are subject to certain limitations on enforcement or defenses" and "Limitations on validity and
enforceability of the Notes Guarantees and the security interests and certain insolvency law considerations". The Notes,

the Notes Guarantees and the security interests over the Collateral will also be subject to restrictions on enforcement. See
"Description of certain financing arrangements--Intercreditor Agreement".
These listing particulars include information on the terms of the Notes and Notes Guarantees, including
redemption and repurchase prices, covenants and transfer restrictions.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and admit the
Notes to trading on the Euro MTF. The Euro MTF of the Luxembourg Stock Exchange is not a regulated market within the
meaning of the provisions of Directive 2004/39/EC on markets in financial instruments, as amended.
These listing particulars constitute a prospectus for purposes of Part IV of the Luxembourg law on prospectus for
sceurities dated July 10, 2005, as amended.
An investment in the Notes involves risks. See "Risk factors" beginning on page 28.
Price: 103.375% plus accrued interest from April 1, 2017.
The Notes were issued in the form of global notes in registered form. See "Book-entry, delivery and form". The
Notes have been delivered in book-entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream") on April 4, 2017.
The Notes and the Notes 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 of the United States or any other
jurisdiction. Accordingly, the Notes are being offered and sold in the United States only to "qualified institutional buyers"
in accordance with Rule 144A under the U.S. Securities Act and to non-U.S. persons (as defined under the U.S. Securities
Act) outside the United States in accordance with Regulation S under the U.S. Securities Act. Prospective purchasers of the
Notes that are qualified institutional buyers are hereby notified that the seller may be relying on the exemption from the
provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Outside the United States, sellers may be relying
on Regulation S under the U.S. Securities Act. For further details about eligible offerees and resale restrictions, see
"Important information for investors" and "Transfer restrictions".
Sole Global Coordinator and Sole Bookrunner
Deutsche Bank
The date of these listing particulars is April 5, 2017

You should rely only on the information contained in these listing particulars. We have not, and Deutsche
Bank AG, London Branch (the "Initial Purchaser") has not, authorized anyone to provide you with information
that is different from the information contained herein. You should not assume that the information contained in
these listing particulars is accurate as of any date other than the date on the front of these listing particulars.
We are not, and the Initial Purchaser is not, making an offer of these securities in any jurisdiction where
such offer is not permitted.
Page
Important information for investors ...............................................................................................................................
i
Summary .........................................................................................................................................................................
1
Summary financial and other information .....................................................................................................................
20
Risk factors .....................................................................................................................................................................
28
Use of proceeds ..............................................................................................................................................................
74
Capitalization ..................................................................................................................................................................
75
Selected historical consolidated financial information ..................................................................................................
77
Management's discussion and analysis of financial condition and results of operations .............................................
80
Business ..........................................................................................................................................................................
118
Management ...................................................................................................................................................................
147
Shareholders ...................................................................................................................................................................
152
Related party transactions ..............................................................................................................................................
153
Description of certain financing arrangements ..............................................................................................................
155
Description of the Notes .................................................................................................................................................
164
Book-entry, delivery and form .......................................................................................................................................
218
Certain ERISA considerations .......................................................................................................................................
223
Certain tax considerations ..............................................................................................................................................
224
Plan of distribution .........................................................................................................................................................
233
Transfer restrictions ........................................................................................................................................................
235
Limitations on validity and enforceability of the Notes Guarantees and the security interests and certain insolvency
law considerations ......................................................................................................................................................
239
Service of process and enforcement of judgments ........................................................................................................
307
Legal matters ..................................................................................................................................................................
321
Independent auditors ......................................................................................................................................................
321
Independent valuation expert .........................................................................................................................................
321
Where you can find additional information ...................................................................................................................
321
Listing and general information .....................................................................................................................................
322
Index to consolidated financial statements ....................................................................................................................
F-1
Annex A--Duff & Phelps Report ..................................................................................................................................
A-1
The Issuer, NH Hotel Group, S.A. (formerly known as NH Hoteles, S.A.), is a public limited company (sociedad
anónima) established under the laws of Spain and is registered in the Commercial Register of Madrid. Its registered office
is at Calle Santa Engracia 120, 28003 Madrid, Spain.

Important information for investors
We accept responsibility for the information contained in these listing particulars and, to the best of our
knowledge (having taken reasonable care to ensure that such is the case), the information is true and accurate in all material
respects and contains no omission likely to affect the import of such information. As used in these listing particulars, unless
the context otherwise requires, references to the "Issuer" are to NH Hotel Group, S.A. and references to "NH Hoteles",
"we", "us", "our" and the "Group" are to the Issuer and its consolidated subsidiaries.
This document does not constitute a prospectus for the purposes of Section 12(a)(2) of or any other provision of or
rule under the U.S. Securities Act.
We are not, and the Initial Purchaser is not, making an offer of these securities in any jurisdiction where such offer
is not permitted. These listing particulars are based upon information provided by us and other sources believed by us to be
reliable. The Initial Purchaser is not responsible for, and are not making any representation or warranty to you concerning,
our future performance or the accuracy or completeness of these listing particulars.
These listing particulars do 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, and these listing particulars may not be
distributed, in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. You must
comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or possess or distribute these
listing particulars and you must obtain all applicable consents and approvals; neither we nor the Initial Purchaser shall have
any responsibility for any of the foregoing legal requirements. See "Transfer restrictions".
In making an investment decision regarding the Notes offered hereby, you must rely on your own examination of
the Issuer and the Guarantors and the terms of this Offering, including the merits and risks involved. You should rely only
on the information contained in these listing particulars. We have not, and the Initial Purchaser has not, authorized any
other person to provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. You should assume that the information appearing in these listing particulars is accurate as of the
date on the front cover of these listing particulars only. Our business, financial condition, results of operations and the
information set forth in these listing particulars may have changed since that date.
You should not consider any information in these listing particulars to be investment, legal or tax advice. You
should consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice
regarding purchasing the Notes. We are not, and the Initial Purchaser is not, making any representation to any offeree or
purchaser of the Notes regarding the legality of an investment in the Notes by such offeree or purchaser under appropriate
investment or similar laws. These listing particulars are to be used only for the purposes for which it has been published.
We obtained the market data used in these listing particulars from internal surveys, industry sources and currently
available information. Although we believe that our sources are reliable, you should keep in mind that we have not
independently verified information we have obtained from industry and governmental sources and that information from
our internal surveys has not been verified by any independent sources. See "--Market and industry data".
The contents of our website do not form any part of these listing particulars.
We may withdraw this Offering at any time, and we and the Initial Purchaser reserve the right to reject any offer to
purchase the Notes in whole or in part and to sell to any prospective investor less than the full amount of the Notes sought
by such investor. The Initial Purchaser and certain related entities may acquire a portion of the Notes for their own
accounts.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and admit the
Notes to trading on the Euro MTF. The Euro MTF of the Luxembourg Stock Exchange is not a regulated market within the
meaning of the provisions of Directive 2004/39/EC on markets in financial instruments, as amended.
The Notes and the related Notes Guarantees have not been and will not be registered under the U.S. Securities Act
or the securities laws of any state 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 (as defined in Regulation S under the U.S. Securities Act ("Regulation S")) except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
The Notes and the related Notes Guarantees are being offered and sold outside the United States in reliance on
Regulation S and within the United States to "qualified institutional buyers" ("QIBs") in reliance on Rule 144A of the U.S.
Securities Act ("Rule 144A"). Prospective purchasers are hereby notified that the sellers of the Notes may be relying on the
i

exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Outside the United States,
sellers may be relying on Regulation S under the U.S. Securities Act. For a description of these and certain other
restrictions on offers, sales and transfers of the Notes and the distribution of these listing particulars, see "Transfer
restrictions".
The Notes and the Notes Guarantees have not been approved or disapproved by the U.S. Securities and
Exchange Commission (the "SEC"), any state securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Offering
of the Notes or the accuracy or adequacy of these listing particulars. Any representation to the contrary is a
criminal offense in the United States.
The Notes and the related Notes Guarantees are subject to restrictions on transferability and resale and may not be
transferred or resold except as permitted under the U.S. Securities Act and applicable state securities laws pursuant to
registration thereunder or exemption therefrom. You should be aware that you may be required to bear the financial risks of
this investment for an indefinite period of time.
The information set out in relation to sections of these listing particulars describing clearing and settlement
arrangements, including "Description of the Notes" and "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 we accept
responsibility for accurately summarizing the information concerning Euroclear and Clearstream, we accept no further
responsibility in respect of such information.
The distribution of these listing particulars and the offer and sale of the Notes may be restricted by law in certain
jurisdictions. You must inform yourself about, and observe, any such restrictions. See "--Notice to certain European
investors", "--Notice to Canadian investors", "Plan of distribution" and "Transfer restrictions" elsewhere in these listing
particulars. You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase,
offer or sell the Notes or possess or distribute these listing particulars and must obtain any consent, approval or permission
required for your purchase, offer or sale of the Notes under the laws and regulations in force in any jurisdiction to which
you are subject or in which you make such purchases, offers or sales. We are not, and the Initial Purchaser is not, making an
offer to sell the Notes or a solicitation of an offer to buy any of the Notes to any person in any jurisdiction except where
such an offer or solicitation is permitted.
IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK AG, LONDON BRANCH (THE
"STABILIZING MANAGER") (OR AFFILIATES ACTING ON BEHALF OF 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 (OR
AFFILIATES ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE
STABILIZING ACTION. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME
AND MUST BE BROUGHT TO AN END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER
THE ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT
OF THE NOTES.
Notice to certain European investors
European Economic Area These listing particulars have been prepared on the basis that all offers of the Notes
will be made pursuant to an exemption under the Prospectus Directive (as defined below), as amended, as implemented in
the European Economic Area ("EEA") by member states ("Member States"), from the requirement to produce a prospectus
for offers of securities. Accordingly, any person making or intending to make any offer within the EEA or any of its
Member States of the Notes which are the subject of the Offering contemplated in these listing particulars, should only do
so in circumstances in which no obligation arises for the Issuer or the Initial Purchaser to produce a prospectus for such
offer. Neither the Issuer nor the Initial Purchaser has authorized, nor do they authorize, the making of any offer of the Notes
through any financial intermediary, other than offers made by the Initial Purchaser, which constitute the final Offering of
the Notes contemplated in these listing particulars.
In relation to each member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant
Member State"), the Initial Purchaser has represented and agreed that with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made
and will not make an offer of the Notes to the public in that Relevant Member State prior to the publication of a prospectus
in relation to the Notes which 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:
ii

(i) to any legal entity which is a "qualified investor" as defined in the Prospectus Directive (which refers to the
definition of professional investors set forth in Directive 2004/39/EC, the Markets in Financial Instruments Directive);
(ii)
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010
PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive); subject to obtaining the prior consent of the Initial Purchaser or Initial Purchaser nominated by the Issuer for
such offer, as permitted under the Prospectus Directive; or
(iii)
in any other circumstances falling within Article 3(2) of the Prospectus Directive.
For the purposes of this restriction, the expression an "offer of the Notes to the public" in relation to any Notes in
any Relevant Member State means the communication in any form and by any means of sufficient information on the terms
of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the
same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant
Member State. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including
the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant
implementing measure in each Relevant Member State, and the expression "2010 PD Amending Directive" means
Directive 2010/73/EU.
Each subscriber for, or purchaser of, the Notes located within a Member State will be deemed to have represented,
acknowledged and agreed that it is a qualified investor. We and the Initial Purchaser and its affiliates and others will rely
upon the trust and accuracy of the foregoing representation, acknowledgment and agreement.
United Kingdom The applicable provisions of the UK Financial Services and Markets Act 2000 (the "FSMA")
must be complied with in respect of anything done in relation to the Notes in, from or otherwise involving the United
Kingdom. These listing particulars are for distribution only to, and is only directed at, persons who (i) have professional
experience in matters relating to investments falling within Article 19(5) of the FSMA (Financial Promotion) Order 2005,
as amended (the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) (high net-worth
companies, unincorporated associations, etc.) of the Financial Promotion Order or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue
or sale of any Notes may otherwise lawfully be communicated (all such persons together being referred to as "relevant
persons"). These listing particulars are directed only at relevant persons and must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment activity to which this document relates is available only to
relevant persons and will be engaged in only with relevant persons. The Notes are being offered solely to "qualified
investors" as defined in the Prospectus Directive.
Spain Neither the Notes, this Offering nor these listing particulars and its contents have been approved or
registered with the Spanish Securities and Exchange Commission (Comisión Nacional del Mercado de Valores) and
therefore the Notes may not be offered or sold or distributed to persons in Spain except in circumstances which do not
qualify as a public offer of securities in Spain in accordance with article 35 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, or pursuant to an exemption from registration in accordance with Royal Decree 1310/2005 as
amended (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), and any regulations developing it which may
be in force from time to time. The Initial Purchaser has represented and agreed that it will not initially offer or sell the Notes
in Spain, but the Initial Purchaser has made no representations as to subsequent resales of the Notes.
France These listing particulars have 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 Réglement Général de l'Autorité des Marchés Financiers, and has not been approved by,
registered or filed with the Autorité des marchés financiers (the "AMF"). Therefore, the Notes may not be, directly or
indirectly, offered or sold to the public in France and these listing particulars have 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. Offers, sales and distributions have only been and shall only be
made in France to: (i) 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 le compte de tiers), (ii) qualified
investors (investisseurs qualifiés) acting for their own account and/or (iii) a limited group of investors (cercle restreint
d'investisseurs) acting solely for their own account, all as defined in and in accordance with Articles L.411-2, D.411-1 to
D.411-4, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier. Prospective investors are informed that
(a) these listing particulars have not been and will not be submitted for clearance to the AMF, (b) in compliance with
Articles L.411-2 and D.411-1 through D.411-4 of the French Code monétaire et financier, any investors subscribing for the
Notes should be acting for their own account and (c) the direct and indirect distribution or sale to the public of the Notes
iii

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.
Germany The Offering of the Notes is not a public offering in the Federal Republic of Germany. The Notes may
be offered and sold in the Federal Republic of Germany only in accordance with the provisions of the Securities Prospectus
Act of the Federal Republic of Germany (Wertpapierprospektgesetz) (the "German Securities Prospectus Act") and any
other applicable German law. Consequently, in Germany the Notes will only be available to, and these listing particulars
and any other offering material in relation to the Notes is directed only at, persons who are qualified investors (qualifizierte
Anleger) within the meaning of Section 2 No. 6 of the German Securities Prospectus Act. Any resale of the Notes in
Germany may only be made in accordance with the German Securities Prospectus Act and other applicable laws.
Italy This Offering has not been registered with the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian securities legislation and, accordingly, no offered Notes may be offered, sold or delivered,
nor may copies of these listing particulars or of any other document relating to the offered Notes be distributed in the
Republic of Italy, except: (i) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Italian
Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Services Act") and Article 34-ter, first
paragraph, letter b) of Regulation No. 11971 of 14 May 1999, as amended from time to time ("Regulation No. 11971"); or
(ii) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Italian
Financial Services Act and Regulation No. 11971. Any offer, sale or delivery of the Notes, or distribution of copies of these
listing particulars or any other document relating to the offered Notes in the Republic of Italy under (i) or (ii) 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 Services Act, CONSOB Regulation No. 16190 of 23 October 2007 and Italian
Legislative Decree No. 385 of September 1, 1993 (the "Italian Banking Act") (in each case, as amended from time to time);
(b) in compliance with Article 129 of the Italian Banking Act, as amended from time to time, and the implementing
guidelines of the Bank of Italy, as amended from time to time; and (c) in compliance with any other applicable laws and
regulations, including any limitation or requirement which may be imposed by CONSOB or the Bank of Italy or any other
Italian authority.
Investors should note that, in accordance with Article 100-bis of the Italian Financial Services Act, where no
exemption from the rules on public offerings applies under paragraphs (i) and (ii) above, the subsequent distribution of the
offered Notes on the secondary market in Italy must be made in compliance with the public offer and the prospectus
requirement rules provided under the Italian Financial Services Act and the Regulation No. 11971. Furthermore, where no
exemption from the rules on public offerings applies, the offered Notes which are initially offered and placed in Italy or
abroad to professional investors only but in the following year are "systematically" distributed on the secondary market in
Italy become subject to the public offer and the prospectus requirement rules provided under the Italian Financial Services
Act and the Regulation No. 11971. Failure to comply with such rules may result in the sale of such offered Notes being
declared null and void and in the liability of the intermediary transferring the financial instruments for any damages
suffered by the purchasers of offered Notes who are acting outside of the course of their business or profession.
Grand Duchy of Luxembourg These listing particulars have not been approved by and will not be submitted for
approval to the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg ("Luxembourg") for
the purposes of a public offering or sale, in Luxembourg, of the notes or admission to the official list of the Luxembourg
Stock Exchange ("LxSE") and trading on the LxSE's regulated market of the Notes. Accordingly, the Notes may not be
offered or sold to the public in Luxembourg, directly or indirectly, or listed or traded on the LxSE's regulated market, and
neither these listing particulars nor any other circular, prospectus, form of application, advertisement or other material may
be distributed, or otherwise made available in or from, or published in, Luxembourg except in circumstances which do not
constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with the applicable
Luxembourg law of July 10, 2005 on prospectuses for securities, as amended.
The Netherlands The Notes (including the rights representing an interest in the Notes in global form) which are
the subject of these listing particulars, have not been and shall not be offered, sold, transferred or delivered to the public in
the Netherlands, unless in reliance on Article 3(2) of the Prospectus Directive and provided such offer is made exclusively
to legal entities which are qualified investors (within the meaning of the Prospectus Directive) in the Netherlands. The
expression an "offer of Notes to the public" in relation to any Notes in the Netherlands means the announcement or
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 and the expression "Prospectus Directive"
means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive) and the expression
"2010 PD Amending Directive" means Directive 2010/73/EU.
Belgium These listing particulars relate to a private placement and does not constitute an offer or solicitation to
the public in Belgium to subscribe for or acquire the Notes. The offer of the Notes has not been and will not be notified to,
and neither these listing particulars nor any other materials relating to the offer have been or will be approved by the
iv

Belgian Financial Services and Markets Authority (Autorité des Services et Marchés Financiers/Autoriteit voor Financiële
Diensten en Markten) pursuant to the Belgian laws and regulations applicable to the public offering of securities.
Accordingly, the offer of the Notes may not be advertised, the Notes may not be offered or sold, and these listing
particulars and any other materials relating to the offer may not be distributed, directly or indirectly, (i) to any other person
located or resident in Belgium other than in circumstances which do not constitute an offer to the public in Belgium
pursuant to the Belgian act of June 16, 2006 on the public offering of investment instruments and the admission of
investment instruments to trading on a regulated exchange or (ii) to any person qualifying as a consumer for the purpose of
Book VI of the Belgian Code of economic law, unless such sale is made in compliance with this act and its implementing
regulation and does not constitute a public offer as described under (i) above.
These listing particulars have been provided to the intended recipient for its personal use only and exclusively for
the purposes of the offer of the Notes. It may not be used for any other purpose or passed on to any other person in Belgium.
Notice to Canadian investors
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.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if these listing particulars (including any amendment thereto) contain a misrepresentation, provided
that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities
legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities
legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Initial
Purchaser is not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of
interest in connection with this Offering.
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Certain definitions
Unless otherwise specified or the context requires otherwise, in these listing particulars:
·
"2012 Senior Credit Facilities Agreement" refers to the financing facility agreement dated as of March 29,
2012, among, inter alios, NH Finance, S.A., as borrower, NH Hoteles, S.A., the lending parties named
therein and Banco Bilbao Vizcaya Argentaria, S.A., as agent, which was repaid in full and terminated in
November 2013;
·
"2013 Revolving Credit Facility" refers to the 66.7 million senior secured revolving credit facility made
available pursuant to the 2013 Senior Credit Facilities Agreement;
·
"2013 Senior Credit Facilities" refers to the senior credit facilities under the 2013 Senior Credit Facilities
Agreement, including the 2013 Term Loan Facility and the 2013 Revolving Credit Facility, which were
repaid in full and terminated as part of the 2016 Refinancing;
·
"2013 Senior Credit Facilities Agreement" refers to the senior credit facilities agreement dated October 17,
2013 (as amended and restated from time to time) by and among, inter alios, NH Finance, S.A., as the
original borrower, various subsidiaries of the Issuer as original guarantors, the original lenders listed therein
and Banco Bilbao Vizcaya Argentaria, S.A., as agent;
·
"2013 Term Loan Facility" refers to the 133.3 million senior secured term loan facility made available
pursuant to the 2013 Senior Credit Facilities Agreement;
·
"2016 Refinancing" refers to the issuance of the Original Notes and the application of proceeds therefrom:
(i) to repay certain outstanding indebtedness; (ii) to pay costs, fees and expenses in connection with the
foregoing transactions; and (iii) for general corporate puroses;
·
"2019 Notes" refers to the 250 million aggregate principal amount 6.875% Senior Secured Notes due 2019
issued by the Issuer on the 2019 Notes Issue Date;
·
"2019 Notes Indenture" refers to the indenture governing 2019 Notes dated November 8, 2013 (as amended
and supplemented from time to time); by and among, inter alios, the Issuer, the guarantors named therein and
BNP Paribas Trust Corporation UK Limited as Trustee and Security Agent;
·
"2019 Notes Issue Date" refers to November 8, 2013, the date of original issuance of the 2019 Notes;
·
"2023 Notes" refers to the Original Notes and the Notes:
·
"Average Daily Rate" or "ADR" refers to the quotient of total room revenues for a specified period divided
by total Room Nights sold during that period;
·
"Bankia Loan" refers to the loan pursuant to the subordinated facility agreement dated as of September 26,
2007, and amended on October 30, 2012, between the Issuer as borrower and Bankia, S.A. (formerly known
as Caja de Ahorros y Monte de Piedad de Madrid), which was repaid in full and terminated as part of the 2016
Refinancing;
·
"Belgian Guarantor(s)" refers to Diegem, the Diegem Entities and Jolly Hotels Belgio S.A.;
·
"Bilateral Credit Facilities" refers to the unsecured working capital facilities that the Group has in place with
several financial institutions, a portion of which was repaid as part of the 2016 Refinancing;
·
"CAGR" refers to compound annual growth rate;
·
"CIT" refers to corporate income tax;
·
"Clearstream" refers to Clearstream Banking, société anonyme;
·
"Club Loan" refers to the secured credit facility dated February 13, 2015 among the Issuer and a syndicate of
Spanish banks led by Banco Santander S.A., as lenders, in the amount of 40.0 million, dedicated to our
operations in Italy, which was repaid in full and terminated as part of the 2016 Refinancing;
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·
"Club Loan 2" refers to the secured credit facility dated June 26, 2015 among the Issuer and a syndicate of
Spanish banks led by Banco Santander S.A., as lenders, in the amount of 36.0 million, dedicated to our
operations in Germany, which was repaid in full and terminated as part of the 2016 Refinancing;
·
"Collateral" refers to, collectively, the Mortgage Properties and the Share Collateral, as such security may
vary or be replaced from time to time pursuant to the Indenture;
·
"Deutsche Bank" refers to Deutsche Bank AG, London Branch;
·
"DFG Restructuring Debt" refers to, collectively, the debt restructuring agreement dated December 17, 2014,
among, inter alios, NH Europa S.L.U. and the lenders named therein, and the shareholders debt agreement
dated January 22, 2015, pursuant to which NH Europa S.L.U. assumed 7 million of debt originally owed by
Donnafugata, which was repaid in full and terminated as part of the 2016 Refinancing;
·
"Diegem" refers to Hotel Exploitatiemaatschappij Diegem N.V., a wholly owned subsidiary of the Issuer
organized under the laws of Belgium;
·
"Diegem Entities" refers to Immo Hotel BCC N.V., Immo Hotel Belfort N.V., Immo Hotel Brugge N.V.,
Immo Hotel Diegem N.V., Immo Hotel Gent N.V., Immo Hotel GP N.V., Immo Hotel Mechelen N.V. and
Immo Hotel Stephanie N.V., in each case, a wholly owned subsidiary of the Issuer organized under the laws
of Belgium;
·
"Diegem Properties" refers to the following hotels, which are located in Belgium and owned by the Diegem
Entities as listed below:
Hotel
Jurisdiction
Company that owns the hotel
of company
NH Brussels City Centre ..................... Immo Hotel BCC NV
Belgium
NH Grand Palace Arenberg ................. Immo Hotel GP NV
Belgium
NH Stephanie ....................................... Immo Hotel Stephanie NV
Belgium
NH Brussels Airport ............................ Immo Hotel Diegem NV
Belgium
NH Brugge ........................................... Immo Hotel Brugge NV
Belgium
NH Gent Belfort .................................. Immo Hotel Belfort NV
Belgium
NH Gent Sint Pieters ........................... Immo Hotel Gent NV
Belgium
NH Mechelen ....................................... Immo Hotel Mechelen NV
Belgium
·
"Duff & Phelps" refers to American Appraisal España, S.A. (formerly known as American Appraisal);
·
"Duff & Phelps Report" refers to the valuation report produced by Duff & Phelps regarding the valuation of
the Mortgage Properties and the Share Collateral as of December 31, 2016;
·
"EU" refers to the European Union;
·
"EU Member State" refers to a member state of the EU;
·
"Euroclear" refers to Euroclear Bank SA/NV;
·
"Exchange Settlement Agreement" refers to the exchange settlement agreement entered into on March 20,
2017 between the Issuer and Deutsche Bank;
·
"FSMA" refers to the UK Financial Services and Markets Act 2000;
·
"Guarantors" refers to each of the Guarantors described under "Summary--The Offering--Notes
Guarantees", which currently guarantee or will guarantee the 2019 Notes and the 2023 Notes;
·
"Hesperia" refers to Grupo Inversor Hesperia, S.A.;
·
"HNA Group" refers to HNA Group Co., Ltd., a conglomerate based in China with hotel management, airline
and tourism businesses, and its consolidated subsidiaries;
·
"IFRS" refers to International Financial Reporting Standards as adopted by the European Union;
·
"IIT" refers to individual income tax;
vii