Thomas Cook Finance Plc €400,000,000 6.75% Senior Notes Due 2021
OFFERING MEMORANDUM Thomas Cook Finance plc €400,000,000 6.75% Senior Notes due 2021 Thomas Cook Finance plc, a public limited company incorporated under the laws of England and Wales (the “Issuer”), on 21 January 2015 issued (the “Offering”) €400,000,000 aggregate principal amount of its 6.75% Senior Notes due 2021 (the “Notes”). The Issuer will pay interest on the Notes semi-annually on each of 15 June and 15 December, commencing 15 June 2015. The Notes will mature on 15 June 2021. Prior to 15 January 2018, the Issuer will be entitled to redeem all or a portion of the Notes by paying 100% of the principal amount of the Notes plus the relevant “make-whole” premium as more specifically described in this Offering Memorandum. At any time on or after 15 January 2018, the Issuer may redeem all or part of the Notes at the redemption prices set forth in this Offering Memorandum. In addition, prior to 15 January 2018, the Issuer may redeem up to 35% of the Notes with the aggregate proceeds from certain equity offerings at a redemption price of 106.750% of the principal amount thereof, plus accrued and unpaid interest, if any. Upon the occurrence of certain events constituting a change of control or upon the sale of certain assets, the Issuer may be required to make an offer to purchase the Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any. In addition, in the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes.
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