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Highbridge – GIM Credit Lux SA

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Highbridge – GIM Credit Lux SA Highbridge – GIM Credit Lux S.A. (the “Company”) €1,000,000,000 participating redeemable subordinated notes (the “Company Notes”) Prospectus Directive and Irish Stock Exchange Listing Disclosures This Information Memorandum has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under Directive 2003/71/EC, as amended (including by Directive 2010/73/EU, to the extent that such amendments have been implemented in a relevant member state of the European Economic Area) (the “Prospectus Directive”). The Central Bank only approves this Information Memorandum as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Company Notes to be admitted to the official list of the Irish Stock Exchange (the “Official List”) and trading on its regulated market (the “Main Securities Market”). It is expected that the Company Notes will be admitted to the Official List and to trading on the Main Securities Market on or about 26 June 2015. The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC. Such approval relates only to the Company Notes which are to be admitted to trading on the Main Securities Market or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any member state of the European Economic Area. References in this Information Memorandum to Company Notes being “listed” (and all related references) shall mean that the Company Notes have been admitted to the Official List and admitted to trading on the Main Securities Market. This document comprises a prospectus for the purposes of Article 5 of the Prospectus Directive and for the purpose of giving information with regard to the Company and the Company Notes which, according to the particular nature of the Company and the Company Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Company. The Company accepts responsibility for the information contained in this Information Memorandum. To the best of the knowledge of the Company (who has taken all reasonable care to ensure that such is the case) the information contained in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. The SubCo accepts responsibility for the SubCo information contained in this Information Memorandum. To the best of the knowledge of the SubCo (which has taken all reasonable care to ensure that such is the case), the SubCo information contained in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. The language of the Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. 9842224.12 For the Exclusive Use of: ______________________________ Copy Number: _____ Highbridge – GIM Credit Lux S.A. société anonyme de titrisation Registered office: 46, Avenue J.F. Kennedy L-1855 Luxembourg RCS B: 193.463 ___________________________ INFORMATION MEMORANDUM ___________________________ Investment Adviser: Highbridge Principal Strategies, LLC 40 West 57th Street 33rd Floor New York, New York 10019 26 June 2015 This Information Memorandum has been prepared for the consideration of prospective investors in the Highbridge – GIM Credit Lux S.A and in order to admit the Company Notes to listing on the Official List and to trading on the Main Securities Market of the Irish Stock Exchange. Except as otherwise expressly set forth herein, distribution or disclosure of any of the contents of this Information Memorandum without the prior written consent of the investment adviser is prohibited. 9842224.12 INFORMATION MEMORANDUM Highbridge – GIM Credit Lux S.A. Highbridge – GIM Credit Lux S.A. (the “Company”) is a securitization company incorporated as a société anonyme de titrisation under (1) The Law of 10 August 1915 on commercial companies, as amended and (2) The Law of 22 March 2004 on securitization, as amended, each of the Grand Duchy of Luxembourg, incorporated in 2014. The Company has purchased a nominal equity interest in and has exposure, indirectly through its investment in Highbridge – GIM Credit Master Lux S.à r.l., a company incorporated as a société à responsabilité limitée under The Law of 10 August 1915 on commercial companies, as amended, of the Grand Duchy of Luxembourg (“SubCo”), to a diversified portfolio owned by SubCo consisting primarily of first lien loans purchased in primary or secondary markets in accordance with the investment guidelines described in “The Company & SubCo – Investment Strategy” (the “Investment Guidelines”). Such exposure will be attained by investing in profit participating notes issued by SubCo (the “SubCo Notes”) and potentially through direct investments or activities of the Company. It is expected that such direct investments or activities of the Company (if made) would consist of short-term investments made from potential excess funds of the Company. SubCo’s investments are generally expected to be denominated in U.S. dollars and purchased in primary or secondary markets. With the prior approval of the Advisory Committee (as defined below), SubCo may obtain leverage by one of several means, including total return swaps or other forms of leverage, collateralized by its assets in accordance with the Investment Guidelines. There can be no assurance that the Company’s and SubCo’s investment objectives will be achieved, and investment results may vary substantially over time. Highbridge Principal Strategies, LLC (“HPS”), a Delaware limited liability company, will act as investment adviser (the “Investment Adviser”) of the Company under the terms of an investment advisory agreement (the “Investment Advisory Agreement”) and as trading manager (the “Trading Manager”) of SubCo under the terms of an investment management agreement (the “Investment Management Agreement”). Ms. Purnima Puri and Mr. Serge Adam will serve as co-Portfolio Managers with respect to SubCo’s investment mandate. HPS is a subsidiary of Highbridge Capital Management, LLC (“Highbridge”), which itself is a subsidiary of JPMorgan Asset Management Holdings Inc. (“JPMAM”). JPMAM is a subsidiary of JPMorgan Chase & Co. (together with its affiliates, “JPM”). Highbridge formed HPS in 2007 to focus on managing debt and equity investments, including loan, mezzanine, credit opportunities, private equity and other investments. Highbridge is headed by Scott Kapnick, former Management Committee member, Co-Head of Global Investment Banking and member of the Principal Investment Area Investment Committee at the Goldman Sachs Group. The Company is privately issuing to selected affiliates and controlled subsidiaries and entities of Assicurazioni Generali S.p.A. that are non-U.S. Persons (the “Noteholders”) participating redeemable subordinated notes (the “Company Notes”). Each Company Note will have a denomination of EUR 100,000 and the total principal amount of the Company Notes to be issued will be EUR 1,000,000,000. Company Notes will be issued in registered form only and will not be rated. All Company Notes (irrespective of whether they form part of one or different series) will be of a single class, will rank equally and will entitle the holders thereof to participate on a pro rata basis in the profits of the Company as set forth herein. The Company will endeavor to list the Company Notes on the Irish Stock Exchange (the “ISE”) within 2 months following March 30, 2015, the date of their issuance. If any Company Notes are not listed on the ISE within 2 months following the date of their issuance, the Company shall have another 30 Business Days to cause the Company Notes to be listed on the ISE. If the Company Notes are not listed at the end of such additional period, each Noteholder shall have the right to redeem such unlisted Company Notes as set forth under “Redemptions – Extraordinary Redemption Right”. BNP Paribas Securities Services, Luxembourg Branch and/or certain of its affiliates to whom BNP Paribas Securities Services, Luxembourg Branch has delegated some tasks, a société en commandite par actions (S.C.A.) incorporated under the laws of France, registered with the Registre du Commerce et des Sociétés of Paris under ii 9842224.12 number 552 108 011, whose registered office is at 3, rue d'Antin - 75002 Paris, France and acting through its Luxembourg branch whose office is at 33, rue de Gasperich, L-5826 Hesperange, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 86.862 (collectively, “BNP”), acts as administrator, loan administrator, cash manager, paying agent, transfer agent, registrar and custodian to the Company and SubCo. TMF Luxembourg S.A. (“TMF”), a company validly organised and existing under the laws of the Grand-Duchy of Luxembourg, having its registered office and principal place of business at 46A, Avenue J.F Kennedy, L-1855 Luxembourg, registered with the Luxembourg Register of Trade and Companies (R.C.S. Luxembourg) under number B 15302, will provide certain domiciliation services to the Company and SubCo. Such service providers may be replaced with the consent of the Advisory Committee, and it is expected that, following the initial issuance of the Company Notes, TMF will be replaced as domiciliation agent to the Company and Subco. BNP, in its capacity as administrator (the “Administrator”), and/or HPS will make available to each prospective investor or its authorized representative the opportunity to ask questions of, and receive answers from, the Administrator and/or HPS concerning the terms and conditions of this issuance. Prospective investors should direct inquiries to Faith Rosenfeld, Chief Administrative Officer of HPS (telephone number (212) 287-6747; electronic mail address [email protected]).
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