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Offering Circular

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Offering Circular IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE PERSONS OUTSIDE OF THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering memorandum. In accessing the offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS FORBIDDEN. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation and your representation: In order to be eligible to view this offering memorandum or make an investment decision with respect to the securities, investors must be persons outside the United States (as defined under Regulation S under the Securities Act). By accepting the e-mail and accessing this offering memorandum, you shall be deemed to have represented to us that (1) you and any customers you represent are persons outside the United States and that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States and (2) that you consent to delivery of such offering memorandum by electronic transmission. Within the United Kingdom, the offering memorandum is being directed solely at and may only be communicated to persons who: (i) fall within Article 19(5) or Article 49(2)(a)-(d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (ii) are outside the United Kingdom, or (iii) are persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons collectively being referred to as ‘‘Relevant Persons’’). The offering memorandum is 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 offering memorandum relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. The offering memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person. Any person who is not a Relevant Person should not act or rely on the offering memorandum or any of its contents. You are reminded that this offering memorandum is confidential and has been delivered to you on the basis that you are a person into whose possession this offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose the contents of this offering memorandum to any other person. The materials relating to the offering do not constitute, andmaynotbeusedinconnectionwith,anofferorsolicitationinanyplacewheresuchoffersorsolicitationsare not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchaser or any affiliate of the initial purchaser is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the initial purchaser or such affiliate on behalf of the issuer in such jurisdiction. This offering memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of Merrill Lynch International, any person who controls it or any of its directors, officers, employees or agents or affiliates accepts any liability or responsibility whatsoever in respect of any difference between the offering memorandum distributed to you in electronic format and the hard copy version available to you on request from the Sole Lead Manager. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. OFFERING MEMORANDUM STRICTLY CONFIDENTIAL 361 Degrees International Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1361) US$400,000,000 7.25% Senior Notes due 2021 Issue Price: 99.055% The 7.25% Senior Notes due 2021 (the ‘‘Notes’’) will bear interest from June 3, 2016 at 7.25% per annum payable semi-annually in arrears on June 3 and December 3 of each year, beginning December 3, 2016. The Notes will mature on June 3, 2021. The Notes are senior obligations of 361 Degrees International Limited (the ‘‘Company’’) and are guaranteed (the ‘‘Subsidiary Guarantees’’)byallofthe Company’s existing Subsidiaries (as defined herein) (1) other than those organized under the laws of the PRC, and (2) certain other subsidiaries specified in ‘‘Description of the Notes’’ (the ‘‘Subsidiary Guarantors’’). At any time and from time to time on or after June 3, 2019, our Company may at its option redeem the Notes, in whole or in part, at a the redemption prices set forth in this Offering Memorandum, plus accrued and unpaid interest, if any, to (but not including) the redemption date. At any time and from time to time prior to June 3, 2019, our Company may, at its option, redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes plus a premium as set forth in this Offering Memorandum as of, and accrued and unpaid interest, if any, to (but not including) the redemption date. At any time and from time to time prior to June 3, 2019, our Company may at its option redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 107.25% of their principal amount, plus accrued and unpaid interest, if any, to (but not including) the redemption date, using net cash proceeds from the sales of its capital stock. Upon the occurrence of a Change of Control Triggering Event (as defined herein), our Company 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, if any, to (but not including) the date of purchase. The Notes will (i) rank at least pari passu with the 2014 Notes (as defined herein) and all other unsubordinated indebtedness of our Company (subject to any priority rights of such unsubordinated indebtedness pursuant to applicable law); (ii) be effectively subordinated to all existing and future obligations of our Company’s Subsidiaries that are not Subsidiary Guarantors; (iii) rank senior in right of payment to any existing and future obligations of our Company expressly subordinated in right of payment to the Notes; and (iv) be effectively subordinated to all existing and future secured obligations of our Company and the Subsidiary Guarantors to the extent of the collateral securing such obligations. However, applicable law may limit the enforceability of the Subsidiary Guarantees. See ‘‘Risk Factors — Risks Relating to the Notes’’ and ‘‘Risk Factors — Risks Relating to the Subsidiary Guarantees.’’ The Notes will be issued only in fully registered form, without coupons, in minimum denomination of US$200,000 of principal amount and integral multiples of US$1,000 in excess thereof. For a more detailed description of the Notes, see the section headed ‘‘Description of the Notes’’ beginning on page 117. Investing in the Notes involves certain risks. See ‘‘Risk Factors’’ beginning on page 17 for a discussion of certain factors to be considered in connection with the investment in the Notes. Application will be made to The Stock Exchange of Hong Kong Limited (the ‘‘Hong Kong Stock Exchange’’) for the listing of the Notes by way of debt issues to professional investors only (as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong). This document is for distribution to professional investors only. Investors in Hong Kong should not purchase the Notes in the primary or secondary markets unless they are professional investors and understand the risks involved. The Notes are not suitable for retail investors in Hong Kong. The Hong Kong Stock Exchange has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement limiting distribution of this document to professional investors only have been reproduced in this document.
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