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Prospectus – 2017-06 Prospectus dated 9 June 2017 LOUIS DREYFUS COMPANY B.V. (incorporated in The Netherlands with limited liability) U.S.$300,000,000 5.25 per cent. Bonds due 2023 Issue Price 100 per cent. The 5.25 per cent. Bonds due 2023 (the “Bonds”) will be issued in an initial aggregate principal amount of U.S.$300,000,000 by Louis Dreyfus Company B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands (the “Issuer” or “LDC”) on 13 June 2017 (the “Issue Date”). Interest on the Bonds accrues from the Issue Date and is payable semi-annually in arrear on 13 June and 13 December in each year commencing on 13 December 2017 subject in each case to adjustment in accordance with the following business day convention as described under “Terms and Conditions of the Bonds – Interest”. Payments on the Bonds will be made without deduction for or on account of taxes of the Relevant Taxing Jurisdiction (as defined hereinafter) to the extent described under “Terms and Conditions of the Bonds – Taxation”. The Bonds mature on the final interest payment date falling on or around 13 June 2023 but may be redeemed in whole, but not in part, at the option of the Issuer upon the occurrence of a Withholding Tax Event (as defined and described in “Terms and Conditions of the Bonds – Redemption and Purchase”) at their principal amount together with interest accrued to the date fixed for redemption. In the event of a Change of Control (as defined herein) of the Issuer, each Bondholder will have the right to request the Issuer to redeem or purchase (or procure the purchase of) all or part of its Bonds at their principal amount together with accrued interest (or, in the case of purchase, an amount equal to accrued interest) to the date fixed for redemption or purchase. The Issuer may, at its option, on giving not less than 15 nor more than 30 days’ notice to the Bondholders, at any time and from time to time redeem the Bonds in whole or in part prior to the Maturity Date and in accordance with the provisions set out in “Terms and Conditions of the Bonds – Make-Whole Redemption by the Issuer”. Furthermore, the Issuer may, at its option, on giving not less than 15 nor more than 30 days’ notice to the Bondholders, redeem in whole but not in part the Bonds in accordance with the provisions set out in “Terms and Conditions of the Bonds – Redemption in the case of Minimal Outstanding Amount”. The Bonds will constitute direct, unsecured and unsubordinated obligations of the Issuer. See “Terms and Conditions of the Bonds – Status”. Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005, as amended, relating to prospectuses for securities, for the approval of this Prospectus (the “Prospectus”) for the purposes of Article 5.3 of Directive 2003/71/EC, as amended (the “Prospectus Directive”). Application has also been made to the Luxembourg Stock Exchange for the Bonds to be admitted to the official list of the Luxembourg Stock Exchange (the “Official List”) and to be admitted to trading on the Luxembourg Stock Exchange’s regulated market as of the Issue Date. References in this Prospectus to the Bonds being “listed” (and all related references) shall mean that the Bonds have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange’s regulated market. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. By approving this Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the transaction or the solvency of the Issuer in line with the provisions of article 7(7) of the Luxembourg Law on prospectuses for securities. The denominations of the Bonds are U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof, up to and including U.S.$399,000. The Bonds will initially be represented by a Temporary Global Bond, without interest coupons, which will be deposited with a common depositary on behalf of Clearstream Banking, S.A. (“Clearstream”) and Euroclear SA/NV (“Euroclear”) on or about the Issue Date. The Temporary Global Bond will be exchangeable for interests in a Global Bond, without interest coupons, on or after a date which is expected to be 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership. The Global Bond will be exchangeable for definitive Bonds in bearer form with coupons attached not less than 60 days, or, in the case of exchange following principal in respect of any Bonds not being paid when due and payable, 30 days, following the request of the Issuer or the holder in the limited circumstances set out in it. No definitive Bonds will be issued with a denomination above U.S.$399,000. See “Summary of Provisions relating to the Bonds while in Global Form”. The Bonds have not been, and are not intended to be, rated. An investment in the Bonds involves certain risks. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. JOINT LEAD MANAGERS ABN AMRO HSBC J.P. Morgan NATIXIS 200603516_1 This Prospectus has been prepared for the purpose of giving information with regard to the Issuer and its consolidated subsidiaries taken as a whole (the “Group”) and the Bonds which, according to the particular nature of the Issuer and the Bonds, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial condition, profit and losses and prospects of the Issuer. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is correct in all material respects and does not omit anything likely to affect the import of such information. Neither the Joint Lead Managers (as defined in “Subscription and Sale”) nor any of their respective affiliates have independently verified the information contained herein or authorized the whole or any part of this Prospectus. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers or any of their respective affiliates as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer in connection with the offering of the Bonds. No Joint Lead Manager or any of its affiliates accepts any liability in relation to the information contained in this Prospectus or any other information provided by the Issuer in connection with the offering of the Bonds or their distribution. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Joint Lead Managers or any of their respective affiliates to subscribe or purchase, any of the Bonds. The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description of further restrictions on offers and sales of Bonds and distribution of this Prospectus, see “Subscription and Sale”. No person is authorized to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorized by or on behalf of the Issuer, the Joint Lead Managers or any of their respective affiliates. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial condition of the Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Bonds is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The Bonds have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) and are subject to U.S. tax law requirements. Subject to certain exceptions, Bonds may not be offered, sold or delivered within the United States or to or for the account or benefit of U.S. persons. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Bonds in any jurisdiction or to any person to whom it is unlawful to make an offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offering, sale and delivery of Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Joint Lead Managers or any of their respective affiliates to inform themselves about and to observe any such restrictions.
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