Europe Bonds. Jaguar Land Rover Automotive plc % KEY COMMENTS Xtract Research

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Ashlie Davidson
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% 2027-00-00 Preliminary OM (10/2017) Senior Unsecured Issue Date: 10/04/2017 KEY COMMENTS Review Date: 10/04/2017 Reviewed By: Melissa Muscat 203.599.

1 % Preliminary OM (10/2017) Senior Unsecured Issue Date: 10/04/2017 KEY COMMENTS Review Date: 10/04/2017 Reviewed By: Melissa Muscat These $500mm [ ]% senior unsecured notes due 2027 are being offered by. Proceeds will be used for general corporate purposes. Covenants are substantially similar to the 2.20% senior notes due Major changes include: removal of the Restricted Payments covenant; addition of a rating decline condition for the CoC put; addition of drag along rights for optional and CoC redemptions; previous CoC beneficial ownership trigger replace with the standard voting trigger; cross acceleration/cross principal payment default will now permanently cease to be applicable upon IG rating; and increase in the time period for the delivery of annual and quarterly reports. Notes are essentially High Yield Lite: NO debt incurrence, restricted payments, asset sales or affiliate transactions covenants. There is a Change of Control put (at 101%) and a Merger covenant. There is substantially amount of existing debt and significant committed undrawn debt. Much of this matures before Notes. Liens covenant has generous basket ( 1.7B/15% Tangible Assets - latter in fact = approx. 2,624 by our calculation as at 30 June 2017). Note the pension scheme-related Risk Factor on pages OM. Jaguar Land Rover Ltd (one of Notes' Guarantors) is responsible for the defined benefit scheme and Jaguar Land Rover Holdings Ltd (also a Notes' Guarantor) has guaranteed such liabilities. Page 1

2 Ranking Senior unsecured, ranking equally with unsecured unsubordinated debt, including the Existing Notes (including the 3,362mm of January 2013 Notes, December 2013 Notes, January 2014 Notes, October 2014 Notes, February 2015 Notes, March 2015 Notes and January 2017 Notes), senior to subordinated debt and effectively subordinated to secured debt to extent of value of assets securing such debt. "JANUARY 2013 NOTES" the existing $500mm 5.625% Senior Notes due 2023 issued 28 January "DECEMBER 2013 NOTES" the existing $700mm 4.125% Senior Notes due 2018 issued 17 December "JANUARY 2014 NOTES" the existing 400 mm 5.000% Senior Notes due 2022 issued 31 January "OCTOBER 2014 NOTES" the existing $500mm 4.250% Senior Notes due 2019 issued 31 October "FEBRUARY 2015 NOTES" the existing 400mm 3.875% Senior Notes due 2023 issued 24 February 2015 "MARCH 2015 NOTES" the existing $500mm 3.500% Senior Notes due 2020 issued 6 March 2015 "JANUARY 2017 NOTES" the existing 650,000, % Senior Notes due 2024 issued 17 January 2017 and 300,000, % Senior Notes due 2021 issued 24 January 2017 Page 2

3 (1) As at 30 June 2017, pro forma for the Notes, Group would have had total outstanding debt on a consolidated basis of 3,882mm (and 1,885m undrawn under its unsecured RCF). (2) The Existing Notes (and RCF) all mature prior to these Notes' final maturity. Guarantors Notes are guaranteed by Jaguar Land Rover Limited and Jaguar Land Rover Holdings Limited on senior unsecured basis. FUTURE GUARANTORS There are no future guarantor requirements. (1) It is estimated that the Guarantors would have accounted for approximately 83.3% of the aggregated total assets, 89.6% of the aggregated net assets, 24.2% of revenue and 99.3% of EBITDA of and its consolidated subsidiaries as at and for the 6 months ended 30 June 2017, excluding intragroup assets and transactions The Guarantors represent a higher percentage of EBITDA than revenue because those national sales companies which are not Guarantors operate solely as distributors of the Group's vehicles in the markets in which they operate. (2) As at 30 June 2017, on a pro forma basis, Issuer's subsidiaries that will not guarantee the Notes would have had 3.6mm of debt and the January 2013 Note guarantees issued by Jaguar Land Rover North America, LLC, Land Rover Exports Limited and JLR Nominee Company Limited, each of which will NOT guarantee these Notes. Jaguar Land Rover North America, LLC, Land Rover Exports Limited and JLR Nominee Company Limited (subsidiaries which are NOT guaranteeing these Notes) accounted for approximately 4.7% of the aggregated total assets, 22.9% of revenue and 1.0% of EBITDA of Jaguar Land Rover Automotive plc and its consolidated subsidiaries as at 30 June Collateral None - unsecured issue. Change of Control 101% Put Option upon a Change of Control and Rating Decline "CHANGE OF CONTROL" (1) Sale of all or substantially all of the assets of Issuer (2) 50% voting rights trigger (other than Tata Motors Ltd and its Affiliates) Page 3

4 DRAG ALONG If not less than 90% of note balance participates in CoC, the holdouts may be redeemed at 101%. RATING DECLINE If on the date of the first public announcement CoC the Notes are: (1) rated IG by any two rating agencies, the Notes are no longer rated IG by both rating agencies within 90 days of the COC; or (2) not rated IG by any of the two rating agencies, a downgrade of the rating of the Notes by one or more rating agencies within 90 days of the date of the CoC. (1) The definition of CoC omits a number of typical triggers for the put option: liquidation/dissolution plan; merger/ consolidation; and continuing directors' test. The absence of liquidation/dissolution and merger/consolidation limbs is a weakness for Noteholders. (2) Rated weak for the rating decline condition. Limitation on Indebtedness No debt incurrence covenant. Limitation on Layering No anti-layering protection. Limitation on Liens Issuer and the Restricted Subsidiaries may not incur Liens upon Principal Manufacturing Property of Issuer or Subsidiaries or upon Capital Stock of any Manufacturing Subsidiary (other than Permitted Liens) to secure any debt unless Notes are secured on an equal basis (or senior basis if the related debt is subordinated). PERMITTED LIENS Usual and customary carve-outs and Liens: (1) securing hedging (no cap) (2) securing capitalised lease obligations (no cap) (3) under general lien basket up to greater of 1,700mm and 15% of tangible assets. (4) acquired liens not incurred in contemplation (no cap) Page 4

5 "PRINCIPAL MANUFACTURING PROPERTY" Principal Manufacturing Property means any manufacturing plant or manufacturing facility (including land, buildings and plant & machinery) located within the United Kingdom owned by the Issuer or any of its Subsidiaries (other than a Captive Finance Company), excluding any such plants or facilities with an aggregate net book value not to exceed 1.0% of Consolidated Tangible Assets of the Issuer, determined as of the date of such exclusion. MANUFACTURING SUBSIDIARY Manufacturing Subsidiary means any Subsidiary (A) substantially all the property of which is located within the United Kingdom and (B) which owns a Principal Manufacturing Property. Manufacturing Subsidiary does not include any Subsidiary which is Captive Finance Company "CAPTIVE FINANCE COMPANY" Issuer Sub engaged primarily in wholesale/retail finance (including retail leasing) (1) Limitation on Liens covenant restricts granting of Liens upon Principal Manufacturing Property or Capital Stock of any Manufacturing Subsidiary to secure debt. (2) Note the very generously sized general liens basket. A potentially significant amount of debt can be secured (and thus rank prior to Notes). A number of items (hedging; capitalised lease obligation; acquired liens) are uncapped in amount. There is also the ability to create liens over any cash held outside the UK - it is not clear what the justification is for this exception: it may be related to cash pooling and management issues but we note that it is uncapped. For these reasons we grade this Weak. (3) Manufacturing Subsidiary and the Liens prohibition do not prevent Captive Finance Companies securing debt on manufacturing property that they own. They should not own such property (either directly or by being an intermediate holding company of a Manufacturing Subsidiary): we suggest that definitions of Captive Finance Company and Manufacturing Sub be tightened to make this explicitly clear. Restricted Payments No Restricted Payments covenant. Limitation on Asset Sales No asset sales covenant. Sale/Leasebacks No sale/leasebacks covenant. Page 5

6 Mergers Merger and sale of all/substantially all assets provision requirements include that any successor is a Germany, UK, member state of EU, Luxembourg, Switzerland or US entity that assumes the Notes and there is no default As these Notes do not have a financial test for debt incurrence, merger covenant contains no financial test. Affiliate Transactions No affiliate transactions covenant. Fall-Away Covenant Cross acceleration/cross principal payment default PERMANENTLY suspended upon the Notes achieving investment grade status. Redemption At any time at 100% plus make-whole (T plus 50 bps). After, 20 (three months prior to maturity date) redemption will be at 100%. If not less than 90% of note balance participates in offer, the holdouts may be redeemed at the offer price even if price is below par. CALL SCHEDULE No call schedule EQUITY CLAWBACK No Equity clawback TAX REDEMPTION If Issuer is obligated to pay additional amounts with respect to Notes, it may redeem Notes in whole at 100% plus accrued and unpaid interest. Page 6

7 No Call Schedule or Equity Claw. Issuer can redeem at any time until three mos. prior to maturity at the make-whole and thereafter at 100%. Defaults and Remedies (1) typical events of default (2) 250mm cross acceleration/cross principal payment default at final maturity (covering Issuer and Subsidiaries); PERMANENTLY ceases to be applicable to the Issuers and the Subsidiaries upon the Notes achieving investment grade status. (3) insolvency events (covering Issuer, Guarantors and Significant Subsidiaries) WAIVER Majority ACCELERATION 25% Permanent removal of cross acceleration/cross principal payment default is wholly-off market. Reporting Requirement (1) within 150 days after the end of each fiscal year, annual reports (2) within 90 days after the end of each of the first 3 fiscal quarters, quarterly reports (3) promptly, reports of certain material events The 150/90 days to deliver the annual and quarterly reports for the first fiscal year and quarter is unusually long. Typically such additional time to deliver the reports is only seen for annual and quarterly reports for the first fiscal year and quarter following a merger, acquisition or similar transaction. Note that the time period is 120/60 days in the existing notes due Breach of the reporting covenant will be deemed cured if the required information is subsequently delivered. Voting Page 7

8 Majority of note balance, except for certain typical matters which require 90% consent Governing Law New York. Local Law Disclosures The laws of England and Wales may be applicable with respect to certain matters, including without limitation, guarantee limits, insolvency and enforcement. Incorporation Issuer and Guarantors are incorporated in England and Wales. Listing Application has been made to admit the Notes to the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's Euro MTF Market. Page 8

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Staples, Inc. 8.5% Senior Notes due 2025 Summary. General Terms

Staples, Inc. 8.5% Senior Notes due 2025 Summary. General Terms This report is based on the following source document(s) Indenture, dated August 28, 2017 General Terms Issuer Staples, Inc., a Delaware corporation Guarantors/ Security Guarantors : The same subsidiary