Prospectus for the Listing of $1.5 Billion 4.500% Senior Notes
Prospectus dated August 14, 2015 FIAT CHRYSLER AUTOMOBILES N.V. (a public limited liability company incorporated under the laws of the Netherlands No. 60372958) $1,500,000,000 4.500% SENIOR NOTES DUE 2020 $1,500,000,000 5.250% SENIOR NOTES DUE 2023 _________________________________________________________________ On April 14, 2015, Fiat Chrysler Automobiles N.V. (the “Issuer”), a public limited liability company (naamloze vennootschap) incorporated and operating under the laws of the Netherlands, issued its $1,500,000,000 4.500% Senior Notes due 2020 (the “Initial 2020 Notes”) and its $1,500,000,000 5.250% Senior Notes due 2023 (the “Initial 2023 Notes” and collectively, the “Initial Notes”). The Initial Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Initial Notes may not be offered or sold to U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. You are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the Notes see “Transfer Restrictions” in the Original Prospectus (as such term is defined below). On July 28, 2015 the Issuer issued $1,460,345,000 aggregate principal amount of its 4.500% Senior Notes due 2020 registered under the Securities Act (the “2020 Notes”) and $1,467,939,000 aggregate principal amount of its 5.250% Senior Notes due 2023 registered under the Securities Act (the “2023 Notes” and together with the 2020 Notes, the “New Notes”).
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