Obbligazione Selectra Group 6.5% ( XS1078234330 ) in EUR

Emittente Selectra Group
Prezzo di mercato 100 EUR  ▼ 
Paese  Paesi Bassi
Codice isin  XS1078234330 ( in EUR )
Tasso d'interesse 6.5% per anno ( pagato 1 volta l'anno)
Scadenza 15/06/2020 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Selecta Group XS1078234330 in EUR 6.5%, scaduta


Importo minimo 100 000 EUR
Importo totale 350 000 000 EUR
Descrizione dettagliata Selecta Group è una società leader a livello mondiale nella fornitura di soluzioni di vending e di food service automatizzati.

The Obbligazione issued by Selectra Group ( Netherlands ) , in EUR, with the ISIN code XS1078234330, pays a coupon of 6.5% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 15/06/2020







LISTING PROSPECTUS
NOT FOR GENERAL DISTRIBUTION
OFFERING MEMORANDUM
IN THE UNITED STATES
20MAY201409310230
Selecta Group B.V.
g350,000,000 6.50% Senior Secured Notes due 2020
CHF 245,000,000 6.50% Senior Secured Notes due 2020
Selecta Group B.V., incorporated as a private limited liability company under the laws of the Netherlands (the ``Issuer'') is offering (the ``Offering'')
e350,000,000 aggregate principal amount of its 6.50% Senior Secured Notes due 2020 (the ``Euro Notes'') and CHF 245,000,000 aggregate principal
amount of its 6.50% Senior Secured Notes due 2020 (the ``CHF Notes'' and, together with the Euro Notes, the ``Notes''). Interest on the Notes will be payable
semi-annually in arrear on June 15 and December 15 of each year, commencing on December 15, 2014. The Notes will mature on June 15, 2020.
The Issuer may redeem all or part of the Notes on or after December 15, 2016, at the redemption prices set out in this offering memorandum. Prior to
December 15, 2016, the Issuer may redeem, at its option, all or part of the Notes at a redemption price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest and additional amounts, if any, plus the applicable ``make whole'' premium, as described in this offering memorandum. In
addition, (i) prior to December 15, 2016, the Issuer may also redeem at its option up to 40% of the aggregate principal amount of each series of the Notes with
the net proceeds from certain equity offerings at the redemption price set forth in this offering memorandum. Upon the occurrence of certain events
constituting a change of control, the Issuer may be required to make an offer to repurchase all of the Notes at a redemption price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. A change of control will not be deemed to have occurred on one
occasion if a certain consolidated leverage ratio is not exceeded immediately prior to and after giving pro forma effect to such event, as described in this
offering memorandum. Additionally, the Issuer may redeem all, but not less than all, of the Notes in the event of certain developments affecting taxation.
The Notes will be the Issuer's senior obligations and will rank pari passu in right of payment with all of the Issuer's existing and future senior indebtedness that
is not subordinated in right of payment to the Notes, including indebtedness incurred under the Revolving Credit Facility (as defined herein). The Notes will be
guaranteed (the ``Notes Guarantees'') on a senior basis by certain direct and indirect subsidiaries of the Issuer (the ``Guarantors''). The Notes Guarantees
will be subject to contractual and legal limitations and may be released under certain circumstances.
The Notes and the Notes Guarantees will be secured by first-ranking security interests over all the issued share capital of the Guarantors, certain receivables
and intercompany receivables of the Issuer and the Guarantors, including assignment of the Proceeds Loan (as defined herein) and certain bank accounts of
the Issuer (the ``Collateral''). See ``Description of the Notes--Collateral.'' The Collateral will be subject to contractual and legal limitations and may be
released under certain circumstances. The Collateral securing the Notes and the Notes Guarantees also secures on a ``super senior'' basis our obligations
under the Revolving Credit Facility and may also secure additional indebtedness in the future. See ``Description of Certain Financing Arrangements--
Revolving Credit Facility.'' Under the terms of the Intercreditor Agreement (as defined herein), proceeds of any enforcement of the security interests in the
security will be applied to pay the Revolving Credit Facility in priority to the Notes. See ``Description of Certain Financing Arrangements--Intercreditor
Agreement.''
This offering memorandum includes information on the terms of the Notes and the Notes Guarantees, including redemption and repurchase prices,
guarantees, covenants, events of default and offering and transfer restrictions.
This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg act dated July 10, 2005 on prospectuses for securities, as
amended, and includes information on the terms of the Notes, including redemption and repurchase prices, covenants and transfer restrictions. Application
has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to admit the Notes for trading on the Euro MTF market of the
Luxembourg Stock Exchange (the ``Euro MTF''), which is not a regulated market within the meaning of Directive 2004/39/EC on markets in financial
instruments. Each series of Notes will be issued in the form of one or more global notes in registered form, which will be delivered through Euroclear Bank SA/
NV (``Euroclear'') or Clearstream Banking, soci´
et´
e anonyme (``Clearstream Banking'' or ``Clearstream'') on or about June 20, 2014 (the ``Issue Date''). See
``Book-Entry, Delivery and Form.''
Investing in the Notes involves a high degree of risk. See ``Risk Factors'' beginning on page 21.
Price for the Euro Notes: 100.000% plus accrued interest, if any, from the Issue Date
Price for the CHF Notes: 100.000% plus accrued interest, if any, from the Issue Date
The Notes and the Notes Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended (the ``U.S.
Securities Act''). The Notes may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in
accordance with Rule 144A under the U.S. Securities Act and to certain non-U.S. persons in offshore transactions in accordance with Regulation S
under the U.S. Securities Act. See ``Plan of Distribution'' and ``Offering and Transfer Restrictions'' for additional information about eligible offerees
and transfer restrictions.
Joint Bookrunners
Goldman Sachs International
BNP PARIBAS
Co-Manager
KKR
The date of this offering memorandum is June 20, 2014.


TABLE OF CONTENTS
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
INDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ix
CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
x
PRESENTATION OF FINANCIAL INFORMATION AND OTHER DATA . . . . . . . . . . . . . . . . . . .
xii
EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xv
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
CORPORATE STRUCTURE AND CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . .
5
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA . . .
12
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . .
48
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
PRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . .
92
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . .
93
DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105
BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
171
TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
176
CERTAIN ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
185
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
187
OFFERING AND TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
189
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE NOTES GUARANTEES AND THE
COLLATERAL AND CERTAIN INSOLVENCY LAW CONSIDERATIONS . . . . . . . . . . . . . . . . .
193
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS . . . . . . . . . . . . . . . . . . . . .
231
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
237
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
237
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
238
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
239
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i


NOTICE TO INVESTORS
We accept responsibility for the information contained in this offering memorandum and, to the best of
our knowledge, the information is true and accurate in all material respects and contains no omission
likely to affect the import of such information. As used in this offering memorandum, unless the context
otherwise requires, references to the ``Issuer'' are to Selecta Group B.V. and references to ``we'', ``us'',
``our'' and the ``Group'' are to Selecta Group B.V. and its consolidated subsidiaries.
You should rely only on the information contained in this offering memorandum. We have not, and
BNP Paribas, Goldman Sachs International and KKR Capital Markets Limited (the ``Initial Purchasers'')
have not, authorized anyone to provide you with information that is different from the information
contained herein. We are not, and the Initial Purchasers are not, making an offer of these securities in any
jurisdiction where such offer is not permitted.
The Initial Purchasers are not responsible for, and are not making any representation or warranty to you
concerning, our future performance or the accuracy or completeness of this offering memorandum. To
the fullest extent permitted by law, neither the Initial Purchasers nor the trustee or any agent accepts any
responsibility for the contents of this offering memorandum or for any other statement made or
purported to be made by the Issuer in connection with the issuance and Offering. The Initial Purchasers,
the trustee and any agent accordingly disclaim all and any liability whether arising in tort or contract or
otherwise which they might otherwise have in respect of this offering memorandum or any such
statement. The Initial Purchasers do not undertake to review the financial condition or affairs of the Issuer
or any Guarantor during the life of the Notes or to advise any investor or potential investor in the Notes of
any information coming to the attention of any Initial Purchaser. The Issuer, and not the Initial Purchasers,
have ultimate authority over the statements contained in this offering memorandum, including the
content of those statements and whether and how to communicate them.
This offering memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such
offer or solicitation. No action has been, or will be, taken to permit a public offering in any jurisdiction
where action would be required for that purpose. Accordingly, the Notes may not be offered or sold,
directly or indirectly, and this offering memorandum may not be distributed, in any jurisdiction except in
accordance with the legal requirements applicable in such jurisdiction. You must comply with all laws
applicable in any jurisdiction in which you buy, offer or sell the Notes or possess or distribute this offering
memorandum and you must obtain all applicable consents and approvals; neither we nor the Initial
Purchasers shall have any responsibility for any of the foregoing legal requirements. See ``Offering and
Transfer Restrictions.''
In making an investment decision regarding the Notes offered hereby, you must rely on your own
examination of the Issuer and the Guarantors and the terms of this Offering, including the merits and
risks involved. You should rely only on the information contained in this offering memorandum. We have
not, and the Initial Purchasers have not, authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it.
This offering memorandum is based on information provided by us and other sources believed by us to
be reliable. You should assume that the information appearing in this offering memorandum is accurate
as of the date on the front cover of this offering memorandum only. Our business, financial condition,
results of operations and the information set forth in this offering memorandum may have changed since
that date.
You should not consider any information in this offering memorandum to be investment, legal or tax
advice. You should consult your own counsel, accountant and other advisors for legal, tax, business,
financial and related advice regarding purchasing the Notes. We are not, and the Initial Purchasers are
not, making any representation to any offeree or purchaser of the Notes regarding the legality of an
investment in the Notes by such offeree or purchaser under appropriate investment or similar laws. This
offering memorandum is to be used only for the purposes for which it has been published. Prospective
purchasers of the Notes are advised to consult their own tax advisors as to the consequences of
purchasing, holding and disposing of the Notes, including, without limitation, the application of U.S.
federal tax laws to their particular situations, as well as any consequences to them under the laws of any
other taxing jurisdiction, and the consequences of purchasing the Notes at a price other than the initial
issue price. See ``Tax Considerations.''
ii


We obtained the market data used in this offering memorandum from internal surveys, industry sources
and currently available public information. Although we believe that our sources are reliable, you should
keep in mind that we have not independently verified information we have obtained from industry and
governmental sources and that information from our internal surveys has not been verified by any
independent sources. See ``Industry Overview.''
Information contained on any website named in this offering memorandum, including our own website,
is not incorporated by reference in this offering memorandum and is not part of this offering
memorandum.
We may withdraw this Offering at any time, and we and the Initial Purchasers reserve the right to reject
any offer to purchase the Notes in whole or in part and to sell to any prospective investor less than the full
amount of the Notes sought by such investor. One or more of the Initial Purchasers or affiliates thereof
may acquire a portion of the Notes for their own accounts.
The Notes and the Notes Guarantees have not been and will not be registered under the U.S. Securities
Act or the securities laws of any state of the United States and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the
U.S. Securities Act (``Regulation S'')) except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act.
The Notes and the Notes Guarantees are being offered and sold outside the United States in reliance on
Regulation S and within the United States to ``qualified institutional buyers'' (``QIBs'') in reliance on
Rule 144A of the U.S. Securities Act (``Rule 144A''). Prospective purchasers are hereby notified that the
sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the U.S.
Securities Act provided by Rule 144A. The Notes and the Notes Guarantees are subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under the U.S.
Securities Act and applicable state securities laws pursuant to registration thereunder or exemption
therefrom. You should be aware that you may be required to bear the financial risks of this investment for
an indefinite period of time. For a description of these and certain other restrictions on offers, sales and
transfers of the Notes and the distribution of this offering memorandum, see ``Offering and Transfer
Restrictions.''
The Notes and the Notes Guarantees have not been approved or disapproved by the U.S. Securities and
Exchange Commission (the ``SEC''), any state securities commission in the United States or any other
U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits
of the Offering of the Notes or the accuracy or adequacy of this offering memorandum. Any
representation to the contrary is a criminal offense in the United States.
The information contained under the heading ``Exchange Rate Information'' includes extracts from
information and data publicly released by official and other sources. While we accept responsibility for
accurately summarizing the information concerning exchange rate information, we accept no further
responsibility in respect of such information.
The information set out in any sections of this offering memorandum describing clearing and settlement
arrangements, including ``Description of the Notes'' and ``Book-Entry, Delivery and Form'', is subject to
any change in or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream
currently in effect. While we accept responsibility for accurately summarizing the information concerning
Euroclear and Clearstream, we accept no further responsibility in respect of such information.
The distribution of this offering memorandum and the offer and sale of the Notes may be restricted by
law in certain jurisdictions. You must inform yourself about, and observe, any such restrictions. See
``Notice to New Hampshire Residents'', ``Notice to Certain European Investors'', ``Plan of Distribution''
and ``Offering and Transfer Restrictions'' elsewhere in this offering memorandum. You must comply with
all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the
Notes or possess or distribute this offering memorandum and must obtain any consent, approval or
permission required for your purchase, offer or sale of the Notes under the laws and regulations in force
in any jurisdiction to which you are subject or in which you make such purchases, offers or sales. We are
not, and the Initial Purchasers are not, making an offer to sell the Notes or a solicitation of an offer to buy
any of the Notes to any person in any jurisdiction except where such an offer or solicitation is permitted.
We expect that delivery of the Notes will be made against payment on the Notes on or about the date
specified on the cover page of this offering memorandum, which will be six business days (as such term
iii


is used for purposes of Rule 15c6-1 of the U.S. Exchange Act of 1934, as amended, (the ``U.S. Exchange
Act'')) following the date of pricing of the Notes (this settlement cycle is being referred to as ``T + 6'')
(London business days). Under Rule 15c6-1 of the U.S. Exchange Act, trades in the secondary market
generally are required to settle in three business days unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of this offering
memorandum or the following business days will be required to specify an alternative settlement cycle at
the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to make such
trades should consult their own advisors.
In connection with the issuance of the Notes, Goldman Sachs International (the ``Stabilizing
Manager'') (or any person acting on behalf of the Stabilizing Manager) may over-allot Notes or
effect transactions with a view to supporting the market price of the Notes at a level higher than
that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager
(or any person acting on behalf of the Stabilizing Manager) will undertake stabilizing action. Any
stabilization action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the Issue Date of the Notes and 60 days after the date of the
allotment of the Notes.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES
ANNOTATED, 1995, AS AMENDED (``RSA''), WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION
IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE,
OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area. This offering memorandum has been prepared on the basis that all offers
of the Notes will be made pursuant to an exemption under Article 3 of the Prospectus Directive (as
defined below) as implemented in member states of the European Economic Area (the ``EEA''), from the
requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or
intending to make any offer within the EEA of the Notes should only do so in circumstances in which no
obligation arises for us or the Initial Purchasers to produce a prospectus for such offer. Neither we nor
the Initial Purchasers have authorized, nor do they authorize, the making of any offer of the Notes
through any financial intermediary, other than offers made by the Initial Purchasers, which constitute the
final placement of the Notes contemplated in this offering memorandum.
In relation to each member state of the EEA that has implemented the Prospectus Directive (each, a
``Relevant Member State''), with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State, the offer is not being made and will not be made to the
public of any Notes which are the subject of the offering contemplated by this offering memorandum to
the public in that Relevant Member State, other than:
(i) to any legal entity that is a ``qualified investor'' as defined in the Prospectus Directive;
(ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of
the 2010 PD Amending Directive, 150, natural or legal persons (other than ``qualified investors''
as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to
obtaining the prior consent of the relevant Initial Purchaser or Initial Purchasers nominated by
us for any such offer; or
iv


(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that
no such offer of the Notes shall require the publication by us or any Initial Purchaser of a
prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an ``offer of Notes to the public'' in relation to the Notes
in any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to
purchase or subscribe the Notes, as the same may be varied in that Relevant Member State by any
measure implementing the Prospectus Directive in that Relevant Member State and the expression
``Prospectus Directive'' means Directive 2003/71/EC (and amendments thereto, including Directive
2010/73/EU (the ``2010 PD Amending Directive''), to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in each Relevant Member State or a
supplement to a prospectus pursuant to Article 16 of the Prospectus Directive other than in reliance on
Article 3(2)(b).
Each subscriber for or purchaser of the Notes in the offering located within a member state of the EEA
will be deemed to have represented, acknowledged and agreed that it is a ``qualified investor'' within the
meaning of Article 2(1)(e) of the Prospectus Directive. We, the Initial Purchasers and their affiliates and
others will rely upon the truth and accuracy of the foregoing representation, acknowledgement and
agreement. Notwithstanding the above, a person who is not a ``qualified investor'' and who has notified
the Initial Purchasers of such fact in writing may, with the consent of the Initial Purchasers, be permitted
to subscribe for or purchase the Notes in the Offering.
France. This offering memorandum has not been prepared in the context of a public offering in France
within the meaning of Article L. 411-1 of the French Code Mon´
etaire et Financier and Title I of Book II of
the R`
eglement G´
en´
eral of the Autorit´
e des march´
es financiers (the French financial markets authority, or
``AMF'') and therefore has not been submitted for clearance to the AMF. Consequently, the Notes have
not been and will not be, directly or indirectly, offered or sold to the public in France, and neither this
offering memorandum nor any other offering material relating to the Notes has been or will be distributed
or caused to be distributed to the public in France. Such offers, sales and distribution of the Notes have
been and will only be made in France to (a) providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers), and/or (b) qualified investors (investisseurs qualifi´
es), other
than individuals, acting for their own account, as defined in, and in accordance with, Articles L. 411-1,
L. 411-2 and D. 411-1 of the French Code of Mon´
etaire et Financier.
The Netherlands. The Notes which are the subject of this offering memorandum have not been and
shall not be offered, sold, transferred or delivered in the Netherlands other than to legal entities which are
qualified investors (within the meaning of the Dutch Financial Supervision Act (Wet op het financieel
toezicht).
Grand Duchy of Luxembourg. This offering memorandum has not been approved by and will not be
submitted for approval to the Commission de Surveillance du Secteur Financier (the Luxembourg
Financial Services Supervisory Authority, or ``CSSF'') or a competent authority of another EU Member
State for notification to the CSSF, for purposes of a public offering or sale in the Grand Duchy of
Luxembourg (``Luxembourg''). Accordingly, the Notes may not be offered or sold to the public in
Luxembourg, directly or indirectly, and neither this offering memorandum nor any other circular,
prospectus, form of application, advertisement or other material may be distributed, or otherwise made
available in or from, or published in, Luxembourg, except for the sole purpose of the admission of the
Notes to trading on the Euro MTF and listing on the Official List of the Luxembourg Stock Exchange and
except in circumstances which do not constitute a public offer of securities to the public requiring the
publication of a prospectus in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for
securities, as amended (the ``Luxembourg Prospectus Law'') and implementing the Prospectus
Directive. Consequently, this offering memorandum and any other offering circular, prospectus, form of
application, advertisement or other material may only be distributed to (a) Luxembourg qualified
investors as defined in the Luxembourg Prospectus Law, (b) no more than 149 prospective investors,
which are not qualified investors and/or (c) in any other circumstance contemplated by the Luxembourg
Prospectus Law.
United Kingdom. Members of the public are not eligible to take part in this Offering. This offering
memorandum is for distribution only to persons who (a) have professional experience in matters relating
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to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the ``Financial Promotion Order''), (b) are persons falling within
Article 49(2)(a) to (d) (``high net worth companies, unincorporated associations, etc.'') of the Financial
Promotion Order, (c) are outside the United Kingdom, or (d) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of the FSMA, in
connection with the issue or sale of the Notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as ``relevant persons''). This offering
memorandum is directed only at relevant persons and must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which this offering memorandum
relates is available only to relevant persons and will be engaged in only with relevant persons. Recipients
of this offering memorandum are not permitted to transmit it to any other person. Persons distributing
this offering memorandum must satisfy themselves that it is lawful to do so. The Notes are not being
offered to the public in the United Kingdom.
Sweden. This offering memorandum is not a prospectus and has not been prepared in accordance
with the prospectus requirements provided for in the Swedish Financial Instruments Trading Act (lagen
(1991:980) om handel med finansiella instrument) nor any other Swedish enactment. Neither the
Swedish Financial Supervisory Authority (Finansinspektionen) nor any other Swedish public body has
examined, approved or registered this offering memorandum or will examine, approve or register this
offering memorandum. Accordingly, this offering memorandum may not be made available, nor may the
Notes otherwise be marketed and offered for sale, in Sweden other than in circumstances that are
deemed not to be an offer to the public under the Swedish Financial Instruments Trading Act.
Switzerland. The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or
from Switzerland. This offering memorandum, as well as any other offering or marketing material relating
to the Notes do not constitute an issue prospectus pursuant to article 652a and/or article 1156 of the
Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss
Exchange Ltd. and may not comply with the Directive for Notes of Foreign Borrowers of the Swiss
Bankers Association. The Notes will not be listed on the SIX Swiss Exchange Ltd. or any other Swiss
stock exchange or regulated trading facility and, therefore, the documents relating to the Notes,
including, but not limited to, this offering memorandum, do not claim to comply with the disclosure
standards of the Swiss Code of Obligations and the listing rules of SIX Swiss Exchange Ltd. and
corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange Ltd or the
listing rules of any other Swiss stock exchange or regulated trading facility. The Notes are being offered
in Switzerland by way of a private placement (i.e., to a small number of selected investors only), without
any public advertisement and only to investors who do not purchase the Notes with the intention to
distribute them to the public. The investors will be individually approached directly from time to time. This
offering memorandum, as well as any other offering or marketing material relating to the Notes, does not
constitute an offer to any other person. This offering memorandum, as well as any other offering or
marketing material relating to the Notes, may only be used by those investors to whom it has been
handed out in connection with the offering described herein and may neither directly nor indirectly be
distributed or made available to other persons without the Issuer's express consent. This offering
memorandum, as well as any other offering or marketing material relating to the Notes, may not be used
in connection with any other offer and shall in particular not be copied and/or distributed to the public in
(or from) Switzerland.
For a further description of certain restrictions on offers and sales of the Notes and the distribution of this
offering memorandum, see ``Offering and Transfer Restrictions.''
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.
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FORWARD-LOOKING STATEMENTS
Certain statements in this offering memorandum are not historical facts and are ``forward-looking'' within
the meaning of Section 27A of the U.S. Securities Act and Section 21E of the U.S. Exchange Act. This
document contains certain forward-looking statements in various sections, including, without limitation,
under the headings ``Risk Factors'', ``Management's Discussion and Analysis of Financial Condition and
Results of Operations'', ``Industry Overview'' and ``Our Business'', and in other sections where this
offering memorandum includes statements about our intentions, beliefs or current expectations
regarding our future financial results, plans, liquidity, prospects, growth, strategy and profitability, as well
as the general economic conditions of the industry and countries in which we operate. Forward-looking
statements include statements concerning our plans, objectives, goals, strategies, future events, future
sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions,
our competitive strengths and weaknesses, our business strategy and the trends we anticipate in the
industries and the economic, political and legal environment in which we operate and other information
that is not historical information.
Words such as ``believe'', ``anticipate'', ``estimate'', ``expect'', ``intend'', ``predict'', ``project'', ``could'',
``may'', ``will'', ``plan'' and similar expressions are intended to identify forward-looking statements but are
not the exclusive means of identifying such statements.
By their very nature, forward-looking statements involve inherent risks, assumptions and uncertainties,
both general and specific, and risks exist that the predictions, forecasts, projections and other forward-
looking statements will not be achieved. You should not place undue reliance on these forward-looking
statements or projections. These risks, assumptions, uncertainties and other factors include, among
other things, those listed under ``Risk Factors'', as well as those included elsewhere in this offering
memorandum. Although we believe that these forward-looking statements and projections are based on
reasonable assumptions at the time they were made, you should be aware that a number of important
factors could cause actual results to differ materially from the plans, objectives, expectations, estimates
and intentions expressed in such forward-looking statements. These factors include:
· changes in general economic conditions, consumer confidence and consumer spending;
· credit and liquidity disruptions in the global financial system;
· risks related to changing consumer preferences and technological innovations;
· changes in governmental regulation and legislation;
· payment of increased vending rents;
· competition in our industry;
· failure of manufacturers for the production of vending machines;
· disruptions in supply and logistics chain;
· fluctuations in costs related to fuel, coffee and commodity prices;
· the seasonality of our business;
· impact of seasonal variation and abnormal weather;
· loss of major clients and/or inability to establish new client relationships;
· failure of key information technology and maintenance systems or processes;
· tax audits and investigations;
· adequacy of insurance coverage;
· exposure to credit risk of clients;
· inability to retain key employees;
· labor disruptions and increases in labor and employment costs;
· claims of anti-competitive practices;
· risks related to litigation and other legal proceedings;
· risks related to our capital structure;
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· risks related to our indebtedness;
· risks related to the Notes, the Notes Guarantees and the Collateral; and
· other factors discussed in this offering memorandum.
This list of important factors is not exhaustive. You should carefully consider the foregoing factors and
other uncertainties and events, especially in light of the regulatory, political, economic, social and legal
environments in which we operate. Such forward-looking statements speak only as of the date on which
they are made. Accordingly, we do not undertake any obligation to update or revise any of them, whether
as a result of new information, future events or otherwise. We do not make any representation, warranty
or prediction that the results anticipated by such forward-looking statements will be achieved, and such
forward-looking statements represent, in each case, only one of many possible scenarios and should
not be viewed as the most likely or standard scenario.
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INDUSTRY AND MARKET DATA
We operate in a segment of the vending machine industry for which there is limited industry and market
information. Market data and certain economic and industry data and forecasts used, and statements
regarding our position in the industry made, in this offering memorandum were derived based upon
market research, government and other publicly available information, reports prepared by consultants
and independent industry publications. These include information published by the European Vending
Association. The information in this offering memorandum that has been sourced from third parties has
been accurately reproduced and, as far as we are aware and able to ascertain from the information
published by such third parties, no facts have been omitted that would render the reproduced
information inaccurate or misleading. While we believe the statements included in such third-party
publications to be reliable, they have not been independently verified, and neither we nor the Initial
Purchasers make any representation or warranties as to the accuracy or completeness of such
information set forth in this offering memorandum. Additionally, industry publications and such reports
generally state that the information contained therein has been obtained from sources believed to be
reliable, but that the accuracy and completeness of such information is not guaranteed and in some
instances state that they do not assume liability for such information. Neither we nor the Initial
Purchasers can therefore assure you of the accuracy and completeness of such information as we have
not independently verified such information.
In addition, certain information in this offering memorandum regarding our segment of the vending
machine industry and our market position is not based on published statistical data or information
obtained from independent third parties. Such information and statements reflect our estimates based
upon information obtained from trade and business organizations and associations and other contacts
within the industry in which we compete, internal surveys and assumptions we deem reasonable, as well
as information published by our competitors. To the extent that information in this offering memorandum
is identified as being our belief, that information is based on the following: (i) in respect of industry
trends, our senior management's general business experience, as well as their experience in our
industry and the markets in which we operate; and (ii) in respect of the performance of our operations,
our internal analysis of our audited and unaudited financial and other information. As some of the
foregoing information was compiled or provided by our management or advisors and is not publicly
available, such information accordingly may not be considered to be as independent as that provided by
other third party sources.
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