US$165000000 Nord Anglia Education

OFFERING MEMORANDUM CONFIDENTIAL US$165,000,000 Nord Anglia Education (UK) Holdings plc 10.25% Senior Secured Notes due 2017 Nord Anglia Education (UK) Holdings plc, a public limited company organised under the laws of England and Wales (the “Issuer”), is offering US$165,000,000 aggregate principal amount of its 10.25% Senior Secured Notes due 2017 (the “Additional Notes”, and such offering, the “Offering”). The Additional Notes offered hereby will be issued under the indenture, dated as at 28 March 2012 (the “Indenture”), pursuant to which the Issuer issued US$325,000,000 aggregate principal amount of 10.25% Senior Secured Notes due 2017 (the “Original Notes” and together with the Additional Notes, the “Notes”). The Additional Notes will be issued on the same terms and conditions (other than the issue date), and as the same series as, the Original Notes and will vote on any matter submitted to noteholders with holders of the Original Notes. The Additional Notes will share CUSIP numbers, ISIN numbers and Common Codes and be fungible with the Original Notes. The Notes bear interest at the rate of 10.25% per annum. Interest on the Notes is payable on 1 April and 1 October of each year. The Notes will mature on 1 April 2017. Prior to 1 April 2015, the Issuer may redeem up to 35% of the aggregate principal amount of the Notes, subject to certain conditions, at a redemption price of 110.25% of their principal amount, plus accrued and unpaid interest and additional amounts, if any, with the net proceeds from certain equity offerings. The Issuer may at its option redeem the Notes, in whole or in part, prior to 1 April 2015, at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and additional amounts, if any, to the redemption date and the Applicable Redemption Premium (as defined herein). The Issuer may at its option redeem the Notes, in whole or in part, on or after 1 April 2015, at the redemption prices set forth herein, plus accrued and unpaid interest and additional amounts, if any, to the redemption date. Additionally, the Issuer may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax laws. For a more detailed description of the redemption of the Notes, see “Description of the Notes—Optional Redemption”. Upon the occurrence of a Change of Control (as defined herein), the Issuer must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest and additional amounts, if any, to the redemption date. The Notes are senior obligations of the Issuer that are guaranteed by Nord Anglia Education Limited (UK) and certain of its Subsidiaries (such Subsidiaries guaranteeing the Notes are referred to as the “Guarantors” and the guarantees of such Guarantors are referred to herein as the “Guarantees”). None of the Restricted Subsidiaries organised under the laws of the PRC will guarantee the Notes. The Notes and the Guarantees are secured on a first-ranking basis (together with the Issuer’s and the Guarantors’ obligations under the Senior Secured Revolving Credit Facility (as defined herein)) by share pledges and other security interests as more specifically described under “Description of the Notes—Security”. The Notes (1) rank equally in right of payment with all of the Issuer’s existing and future debt that is not subordinated in right of payment to the Notes (subject to any priority rights of such debt pursuant to applicable law), (2) rank senior in right of payment to any existing and future debt of the Issuer expressly subordinated in right of payment to the Notes, (3) are structurally subordinated to all existing and future debt of Subsidiaries (as defined herein) of the Issuer that do not provide Guarantees (collectively, the “Non-Guarantor Subsidiaries”) and (4) are effectively subordinatedto the Issuer’s existing and future secured debt that is secured by assets that do not secure the Notes, to the extent of the value of the assets securing such debt. However, applicable laws may limit the enforceability of the Guarantees and the pledge of any collateral. See “Limitations on Validity and Enforceability of the Guarantees and Security Interests and Certain Insolvency Law Considerations”. The Collateral (as defined herein) pledged for the benefit of the holders of the Notes may be shared with certain other creditors of the Issuer. Pursuant to the terms of the Intercreditor Agreement (as defined herein), obligations under the Senior Secured Revolving Credit Facility and certain hedging obligations that we may enter into will receive priority with respect to any proceeds received upon any enforcement action over any Collateral. See “Description of the Notes—Security” and “Risk Factors—Risks Relating to the Guarantees and the Collateral”. For a more detailed description of the Notes, see “Description of the Notes” beginning on page 164. Investment in the Additional Notes involves risks. See “Risk Factors” beginning on page 40 of this offering memorandum for a discussion of certain risks that you should consider in connection with an investment in the Additional Notes. Offering Price: 106.5% plus accrued interest from 1 April 2013 to, but not including, the issue date of the Additional Notes. Approval in principle has been received for the listing and quotation of the Additional Notes on the Official List of the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or information contained in this offering memorandum. Admission of the Additional Notes to and quotation of the Additional Notes on the Official List of the SGX-ST are not to be taken as an indication of the merits of the offering, the Issuer, the Guarantors, their respective subsidiaries or associated companies (if any), the Guarantees or the Additional Notes. The Notes and the Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or other securities laws and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Additional Notes are being offered and sold by the Initial Purchasers only (1) to qualified institutional buyers in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act and (2) outside the United States in compliance with Regulation S under the Securities Act. For a description of certain restrictions on resale or transfer, see “Transfer Restrictions” beginning on page 254. The Additional Notes will be issued only in registered form in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. It is expected that delivery of the Additional Notes will be made through the facilities of The Depository Trust Company (“DTC”) for the accounts of its participants, including Euroclear Bank S.A./N.V (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”), on or about 3 July 2013 in New York, New York against payment therefor in immediately available funds, being the fourth business day following the date of the pricing of the Additional Notes (“T+4”). The Notes have been rated B by S&P and B3 by Moody’s. The ratings do not constitute a recommendation to purchase, hold or sell the Notes. There can be no assurance that the ratings will remain in effect for any given period or that the ratings will not be revised by such rating agencies in the future if in their judgement circumstances so warrant. Joint Bookrunners and Lead Managers Goldman, Sachs & Co. Credit Suisse HSBC The date of this offering memorandum is 27 June 2013 TABLE OF CONTENTS SUMMARY ............................................................. 1 RISKFACTORS......................................................... 40 USE OF PROCEEDS ..................................................... 71 CAPITALISATION AND INDEBTEDNESS ...................................... 72 SELECTED CONSOLIDATED FINANCIAL DATA ................................ 73 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTSOFOPERATIONS ......................................... 80 INDUSTRYOVERVIEW................................................... 98 CORPORATE STRUCTURE ................................................ 105 BUSINESS............................................................. 108 REGULATION .......................................................... 137 MANAGEMENT ......................................................... 145 PRINCIPAL SHAREHOLDERS .............................................. 148 CERTAINRELATIONSHIPSANDRELATEDPARTYTRANSACTIONS ............... 149 DESCRIPTION OF OTHER MATERIAL INDEBTEDNESS AND CERTAIN FINANCING ARRANGEMENTS ..................................................... 152 DESCRIPTION OF THE NOTES ............................................ 164 TAXATION ............................................................. 238 PLAN OF DISTRIBUTION ................................................. 246 TRANSFER RESTRICTIONS ............................................... 254 LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND SECURITY INTERESTS AND CERTAIN INSOLVENCY LAW CONSIDERATIONS ..... 257 RATINGS.............................................................

Load more