Grupo Posadas, S.A.B. De C.V

http://www.oblible.comOffering Memorandum U.S.$350,000,000 Grupo Posadas, S.A.B. de C.V. 7.875% Senior Notes Due 2022 We are offering U.S.$350,000,000 aggregate principal amount of our 7.875% Senior Notes due June 30, 2022 or the “Notes”. The Notes will mature on June 30, 2022. We will pay interest on the Notes on June 30 and December 30, commencing on December 30, 2015. The Notes will bear interest at a rate equal to 7.875% per annum. Prior to June 30, 2019, we may redeem the Notes, in whole or in part, at a redemption price based on a “make-whole” premium and on or after June 30, 2019, at the redemption prices set forth in this offering memorandum. Until June 30, 2018, we may redeem up to 35% of the Notes with the net proceeds of qualified equity offerings (as defined under “Description of the Notes”). If we undergo a change of control or sell certain of our assets, we may be required to offer to purchase Notes from holders. The Notes will be our senior unsecured obligations and will rank equally with all of our other unsecured senior indebtedness, except for our obligations that are preferred by statute, and senior to all of our subordinated indebtedness. The Notes will be guaranteed by certain of our existing and future wholly owned direct and indirect subsidiaries. The guarantees will be the senior unsecured obligations of the guarantors and will rank equally with all of the guarantors’ other senior unsecured indebtedness, except for their obligations that are preferred by statute, and senior to all of the guarantors’ subordinated indebtedness. The Notes and the guarantees will be structurally subordinated in right of payment to all of our and the guarantors’ secured indebtedness to the extent of the value of the assets securing such indebtedness, and the Notes and the guarantees will also be structurally subordinated in right of payment to all liabilities, including trade payables, of our subsidiaries that are not guarantors. We have applied to list the Notes on the Official List of the Luxembourg Stock Exchange and to trade on the Euro MTF Market. This offering memorandum constitutes a prospectus for the purpose of the Luxembourg Law dated July 10, 2005 on Prospectuses for Securities, as amended. Investing in the Notes involves risks that are described in the “Risk Factors” section beginning on page 22 of this offering memorandum. Issue Price: 100.000% plus accrued interest, if any, from June 30, 2015. The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. We are offering the Notes only to qualified institutional buyers under Rule 144A promulgated under the Securities Act and to persons outside the United States under Regulation S promulgated under the Securities Act. See “Transfer Restrictions.” THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE REGISTRO NACIONAL DE VALORES (NATIONAL SECURITIES REGISTRY) MAINTAINED BY THE COMISION NACIONAL BANCARIA Y DE VALORES (NATIONAL BANKING AND SECURITIES COMMISSION), OR CNBV, AND MAY NOT BE OFFERED OR SOLD PUBLICLY, OR OTHERWISE BE THE SUBJECT OF BROKERAGE ACTIVITIES IN MEXICO, EXCEPT PURSUANT TO THE PRIVATE PLACEMENT EXEMPTION SET FORTH UNDER ARTICLE 8 OF THE LEY DEL MERCADO DE VALORES (MEXICAN SECURITIES MARKET LAW). AS REQUIRED UNDER THE MEXICAN SECURITIES MARKET LAW, WE WILL NOTIFY THE CNBV OF THE OFFERING OF THE NOTES OUTSIDE OF MEXICO. SUCH NOTICE WILL BE DELIVERED TO THE CNBV TO COMPLY WITH THE MEXICAN SECURITIES MARKET LAW AND FOR INFORMATION PURPOSES ONLY. THE DELIVERY TO AND THE RECEIPT BY THE CNBV OF SUCH NOTICE DOES NOT IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES OR OF OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH HEREIN. THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM IS SOLELY THE RESPONSIBILITY OF GRUPO POSADAS, S.A.B. DE C.V. AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV. IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN INVESTORS WHO MAY ACQUIRE NOTES FROM TIME TO TIME, MUST RELY ON THEIR OWN REVIEW AND EXAMINATION OF GRUPO POSADAS, S.A.B. DE C.V. ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED DIRECTIVE 2003/71/EC (THE ‘‘PROSPECTUS DIRECTIVE’’) MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE). Delivery of the Notes will be made to investors in book-entry form through The Depository Trust Company and its direct and indirect participants, including Clearstream Banking, société anonyme, and Euroclear S.A./N.V., as operator of the Euroclear System, on or about June 30, 2015. ________________________________ Global Coordinator Citigroup Joint Bookrunners Citigroup BofA Merrill Lynch J.P. Morgan June 30, 2015 http://www.oblible.com This map shows the number and brand of the hotels we operate as of June 25, 2015: We have not authorized anyone to provide any information other than that contained in this offering memorandum. We and the initial purchasers take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the initial purchasers are not, making an offer to sell, or seeking offers to buy, the Notes in any jurisdiction where the offer or sale is not permitted. This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any notes by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. You should assume that the information contained in this offering memorandum is accurate only as of any date on the front of this offering memorandum. Our business, financial condition, results of operations and prospects may have changed since that date. This offering memorandum has been prepared by us solely for use in connection with the placement of the Notes. We and the initial purchasers reserve the right to reject any offer to purchase for any reason. TABLE OF CONTENTS SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ................................................. iii WHERE YOU CAN FIND MORE INFORMATION ...................................................................................... iii PRESENTATION OF FINANCIAL AND OPERATING INFORMATION ...................................................... v FORWARD-LOOKING STATEMENTS ...................................................................................................... vii SUMMARY ................................................................................................................................................... 1 SUMMARY OF THE OFFERING ............................................................................................................... 10 SUMMARY CONSOLIDATED FINANCIAL AND OPERATING INFORMATION ...................................... 14 RISK FACTORS ......................................................................................................................................... 22 USE OF PROCEEDS ................................................................................................................................. 48 EXCHANGE RATES .................................................................................................................................. 49 CAPITALIZATION ...................................................................................................................................... 50 SELECTED FINANCIAL AND OPERATING INFORMATION ................................................................... 51 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................................................................................................... 59 BUSINESS ................................................................................................................................................. 91 MANAGEMENT ....................................................................................................................................... 119 PRINCIPAL SHAREHOLDERS ............................................................................................................... 125 RELATED PARTY TRANSACTIONS ...................................................................................................... 126 DESCRIPTION OF OTHER INDEBTEDNESS ........................................................................................ 127 DESCRIPTION OF THE NOTES ............................................................................................................. 128 BOOK-ENTRY; DELIVERY AND FORM ................................................................................................. 171 TAXATION ............................................................................................................................................... 175 PLAN OF DISTRIBUTION ....................................................................................................................... 180 TRANSFER RESTRICTIONS .................................................................................................................. 185 LEGAL MATTERS ................................................................................................................................... 188 INDEPENDENT AUDITORS ...................................................................................................................

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