Printmgr File

OFFERING CIRCULAR NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES Faurecia S.A. (incorporated under the laws of France as a société anonyme à conseil d’administration, i.e., a limited liability company) €700,000,000 3.625% Senior Notes due 2023 Faurecia S.A. (the “Issuer”or“Faurecia”) is offering €700,000,000 of its 3.625% Senior Notes due 2023 (the “Notes”). The Issuer will pay interest on the Notes semi-annually in arrears on 15 June and 15 December of each year, commencing on 15 June 2016. The Notes will mature on 15 June 2023. The Notes will be senior unsecured obligations of the Issuer. The Notes will rank equally with all of the Issuer’s existing and future unsecured senior debt and senior to all its existing and future subordinated debt. The Notes will be effectively subordinated to all secured indebtedness, if any, of the Issuer to the extent of the value of the assets securing such indebtedness, if any. The Notes are not guaranteed by the Issuer’s subsidiaries and will therefore also be structurally junior to all debt of the Issuer’s subsidiaries. The Issuer will, on or about 12 April 2016, redeem the 2016 Notes with the proceeds of the Notes offered hereby. The guarantees of the 2022 Notes, of the Senior Credit Agreement and of certain other indebtedness will be released upon redemption of the 2016 Notes. At that time, none of our outstanding debt will be guaranteed by our subsidiaries and all of the Issuer’s indebtedness will be pari passu and rank equally in right of payment. At any time prior to 15 June 2019, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the relevant “make-whole” premium. The Issuer may also redeem the Notes, in whole or in part, at any time on or after 15 June 2019, at redemption prices that vary depending on the year of redemption, as set forth in this offering circular (the “Offering Circular”). In addition, prior to 15 June 2019, the Issuer may, at its option and on one or more occasions, redeem up to 35% of the aggregate principal amount of Notes with the net proceeds from one or more specified equity offerings at a redemption price equal to 103.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. In the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. In addition, holders of the Notes may cause the Issuer to repurchase the Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, if the Issuer undergoes specific kinds of changes of control. Application has been made to the Irish Stock Exchange plc (the “Irish Stock Exchange”) for the Notes to be admitted to the Official List (the “Official List”) and trading on the Global Exchange Market of the Irish Stock Exchange (the “Global Exchange Market”). This Offering Circular constitutes listing particulars for the purpose of such application and has been approved by the Irish Stock Exchange. There can be no assurance that any such listing will be maintained. Investing in the Notes involves risks. You should carefully consider the risk factors beginning on page 19 of this Offering Circular before investing in the Notes. The Notes will be in registered form in denominations of €100,000 and integral multiples of €1,000 in excess thereof. The Notes will be represented on the issue date by one or more global notes, which will be delivered through Euroclear Bank SA/ NV and Clearstream Banking, société anonyme, on or about 1 April 2016 or such later date as agreed between the Issuer and the Initial Purchasers (as such term is defined under “Subscription and Sale of the Notes”). See “Book-Entry, Delivery and Form”. Issue price: 100.00%, plus accrued and unpaid interest, if any, from the issue date. The Notes have not been nor will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) nor with any securities regulatory authority of any state or other jurisdiction of the United States and the Notes 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 Securities Act (“Regulation S”)) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes may be offered or sold solely to persons who are not U.S. Persons outside the United States in reliance on Regulation S. Each purchaser of the Notes is hereby notified that the offer and sale of Notes to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S. The date of this Offering Circular is 1 April 2016. TABLE OF CONTENTS SUMMARY ........................................................................... 1 RISK FACTORS ........................................................................ 19 USE OF PROCEEDS .................................................................... 32 CAPITALISATION ..................................................................... 33 SELECTED HISTORICAL FINANCIAL AND OPERATING DATA ............................. 35 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ........................................................... 38 BUSINESS ............................................................................ 70 MANAGEMENT ....................................................................... 92 PRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ...................... 98 DESCRIPTION OF OTHER INDEBTEDNESS ............................................... 99 TERMS AND CONDITIONS OF THE NOTES ............................................... 102 BOOK-ENTRY, DELIVERY AND FORM ................................................... 147 SUBSCRIPTION AND SALE OF THE NOTES ............................................... 150 TAXATION ........................................................................... 152 CERTAIN INSOLVENCY AND ENFORCEABILITY CONSIDERATIONS ........................ 155 LISTING AND GENERAL INFORMATION ................................................. 166 THE ISSUER .......................................................................... 168 LEGAL MATTERS ..................................................................... 169 STATUTORY AUDITORS ............................................................... 170 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS .................................... F-1 i IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR This Offering Circular has been prepared solely for use in connection with, and prospective investors are authorised to use this Offering Circular only in connection with, a private placement of the Notes by us to institutional investors outside of the United States. We and the Initial Purchasers reserve the right to reject any offer to subscribe for the Notes for any reason. No person has been authorised to give any information or to make any representations in connection with the offering or sale of the Notes other than as contained in this Offering Circular, and, if given or made, such information or representations must not be relied upon as having been authorised by us, the Initial Purchasers, any of our or their affiliates, or by any other person. Neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs or the affairs of our subsidiaries since the date hereof or that the information contained herein is correct and complete as at any time subsequent to the date hereof. We have prepared this Offering Circular and we are solely responsible for its contents. You are responsible for making your own examination of us and your own assessment of the merits and risks of investing in the Notes. We have summarised certain documents and other information in a manner we believe to be accurate. However, we refer you to the actual documents for a more complete understanding of the matters discussed in this Offering Circular. Where information has been sourced from a third party, we confirm that this information has been accurately reproduced and that as far as we are aware and are able to ascertain from information published by third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Where third party information has been included, its source has been stated. This Offering Circular has been prepared by us on the basis that any purchaser of the Notes is a person or entity having such knowledge and experience of financial matters as to be capable of evaluating the merits and risks of such purchase. Before making any investment decision with respect to the Notes, potential investors should conduct such independent investigation and analysis regarding us and the Notes as they deem appropriate to evaluate the merits and risks of such investment. In making any investment decision with respect to the Notes, investors must rely (and will be deemed to have relied) solely on their own independent examination of us and the terms of the Notes, including the merits and risks involved. Before making any investment

Load more