LISTING PARTICULARS OFFERING MEMORANDUM U.S.$300,000,000 El Puerto de Liverpool, S.A.B. de C.V. 3.950% Senior Notes due 2024 Guaranteed by Distribuidora Liverpool, S.A. de C.V. We are offering U.S.$300,000,000 aggregate principal amount of our 3.950% senior notes due 2024, or the notes. Interest on the notes will accrue at a rate of 3.950% per year. We will pay interest on the notes semi-annually in arrears on April 2 and October 2 of each year, commencing on April 2, 2015. The notes will mature on October 2, 2024. The notes will be our senior unsecured general obligations and will be guaranteed by our wholly owned subsidiary Distribuidora Liverpool, S.A. de C.V. The notes will rank at least pari passu in right of payment with all of our unsecured and unsubordinated debt, and the guarantee will rank at least pari passu in right of payment with all unsecured and unsubordinated debt of the subsidiary guarantor (in each case, subject to certain obligations given preferential treatment pursuant to applicable law). The notes and the subsidiary guarantee will be structurally subordinated to all existing and future indebtedness and trade payables of our non-guarantor subsidiaries in respect of assets of and revenue generated by these subsidiaries. See ‘‘Risk Factors—Risk Related to the Notes—The notes are not secured by our assets and the notes and the subsidiary guarantee will be effectively subordinated to our and the subsidiary guarantor’s secured debt’’ and ‘‘—The notes and the subsidiary guarantee will be structurally subordinated to the liabilities of our non-guarantor subsidiaries.’’ We may redeem the notes, in whole or in part, at any time at a redemption price equal to the greater of par and a make-whole amount described herein, plus accrued and unpaid interest, if any. See ‘‘Description of the Notes—Optional Redemption—Optional Redemption.’’ In addition, we may redeem the notes, in whole but not in part, at 100% of their principal amount plus accrued and unpaid interest and additional amounts, if any, upon the occurrence of specified events relating to Mexican tax law, all as described under ‘‘Description of the Notes—Optional Redemption—Redemption for Taxation Reasons.’’ In addition, if we experience a Change of Control (as defined in the indenture governing the notes), we must offer to repurchase the notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any. See ‘‘Description of the Notes—Repurchase at the Option of Holders Upon a Change of Control.’’ Application has been made to the Irish Stock Exchange for the approval of this offering memorandum as Listing Particulars. Application has been made to the Irish Stock Exchange for the notes to be admitted to the Official List and trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. This offering memorandum constitutes the listing particulars, or the Listing Particulars, in respect of the admission of the notes to the Official List and to trading on the Global Exchange Market of the Irish Stock Exchange. Investing in the notes involves significant risks. See ‘‘Risk Factors’’ beginning on page 17 for a discussion of certain information that you should consider before investing in the notes. Price: 98.312% plus accrued interest, if any, from October 2, 2014. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE MEXICAN NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES, OR THE RNV) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR CNBV), AND MAY NOT BE OFFERED PUBLICLY IN MEXICO. THE NOTES MAY ONLY BE OFFERED IN MEXICO PURSUANT TO THE EXEMPTIONS TO REGISTRATION PROVIDED IN ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). WE WILL NOTIFY THE CNBV OF THE TERMS AND CONDITIONS OF THIS OFFERING FOR INFORMATIONAL AND STATISTICAL PURPOSES ONLY, AND DELIVERY OR RECEIPT OF SUCH NOTICE DOES NOT CONSTITUTE OR IMPLY A CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES OR OF OUR OR THE SUBSIDIARY GUARANTOR’S SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH HEREIN. THIS OFFERING MEMORANDUM IS SOLELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV. IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN INVESTOR, WHO MAY ACQUIRE NOTES FROM TIME TO TIME, MUST RELY ON THEIR OWN EXAMINATION OF EL PUERTO DE LIVERPOOL, S.A.B. DE C.V. AND THE SUBSIDIARY GUARANTOR. We have not registered the notes under the U.S. Securities Act of 1933, as amended, or the Securities Act, or under any state securities laws. Therefore, we may not offer or sell the notes within the United States to, or for the account or benefit of, any U.S. person unless the offer or sale would qualify for an exemption from registration under the Securities Act and applicable state securities laws. Accordingly, we are only offering the notes (1) to qualified institutional buyers (as defined in Rule 144A under the Securities Act) and (2) to persons outside the United States in compliance with Regulation S under the Securities Act. See ‘‘Transfer Restrictions’’ for additional information about eligible offerees and transfer restrictions. The notes are not being offered to the public within the meaning of Directive 2003/71/EC of the European Union, and this offer is not subject to the obligation to publish a prospectus under that Directive. The notes will be delivered to purchasers in book-entry form through The Depository Trust Company and its direct and indirect participants, including Clearstream Banking, société anonyme and Euroclear S.A./N.V., as operator of the Euroclear System, on or about October 2, 2014. Joint Bookrunners and Joint Lead Managers BofA Merrill Lynch Citigroup The date of this offering memorandum is October 2, 2014. TABLE OF CONTENTS Page Market and Industry Information . iv Trademarks, Service Marks and Trade Names . v Enforceability of Civil Liabilities . vi Cautionary Statement Regarding Forward-Looking Statements . vii Presentation of Financial and Other Information . ix Summary . .......................... 1 Risk Factors . ........................ 17 Use of Proceeds . ...................... 35 Exchange Rates . ..................... 36 Capitalization . ...................... 37 Selected Consolidated Financial and Other Information . 38 Management’s Discussion and Analysis of Financial Condition and Results of Operations . 41 Industry . ........................... 57 Business . .......................... 66 Management . ....................... 91 Shareholders . ....................... 97 Certain Transactions with Related Parties . 98 Description of the Notes . 99 Form of Notes, Clearing and Settlement . 115 Taxation . ........................... 118 Plan of Distribution . 122 Transfer Restrictions . 128 Legal Matters . 130 Independent Auditors . 131 Available Information . 132 Index to Consolidated Financial Statements . F-1 All references to ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ ‘‘our company’’ or the ‘‘issuer’’ in this offering memorandum are to El Puerto de Liverpool, S.A.B. de C.V., a publicly traded stock corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico and, unless otherwise indicated or the context requires otherwise, its consolidated subsidiaries. All references to ‘‘subsidiary guarantor’’ are to our wholly owned subsidiary Distribuidora Liverpool, S.A. de C.V., a variable stock corporation (sociedad anónima de capital variable) organized under the laws of Mexico. All references to ‘‘Mexico’’ in this offering memorandum are to the United Mexican States. All references to the ‘‘United States’’ or ‘‘U.S.’’ in this offering memorandum are to the United States of America. You should only rely on the information contained in this offering memorandum. We are responsible for the information contained in this offering memorandum. To the best of our knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this offering memorandum is true and accurate in all material respects, and there are no other facts, the omission of which makes this offering memorandum misleading in any material respect. Neither we nor the initial purchasers have authorized anyone to provide you with different information, and neither we nor the initial purchasers take any responsibility for any other information that others may give to you. Neither we nor the initial purchasers are making an offer of the notes in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this offering memorandum is accurate as of any date other than the date on the cover of this offering memorandum, regardless of time of delivery or any sale of the notes. This offering memorandum is based on information provided by us and by other sources we believe to be reliable. This offering memorandum summarizes certain documents and other information, and we refer you to those sources for a more complete understanding of what we discuss in this offering memorandum. The initial purchasers assume no responsibility for, and make no representation or warranty, express or implied, as to the i accuracy or completeness of the information contained in this offering memorandum or any other information provided by our company. Nothing contained