Obligation Central American Bottling Co. 6.75% ( USG20011AA39 ) en USD

Central American Bottling Co.

100 % ▼

Guatemala

USG20011AA39 ( en USD )

6.75% par an ( paiement semestriel )

08/02/2022 - Obligation échue

Prospectus brochure de l'obligation Central America Bottling Corp USG20011AA39 en USD 6.75%, échue

2 000 USD

300 000 000 USD

G20011AA3

N/A

Central America Bottling Corp. est une société d'embouteillage et de distribution de boissons non alcoolisées, principalement des produits Coca-Cola, opérant dans plusieurs pays d'Amérique centrale.

L'Obligation émise par Central American Bottling Co. ( Guatemala ) , en USD, avec le code ISIN USG20011AA39, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 08/02/2022

O F F E R I N G M E M O R A N D U M

U.S.$100,0000,000
The Central America Bottling Corporation
(incorporated with limited liability under the laws of the British Virgin Islands)
6.750% Senior Guaranteed Notes due 2022
___________________
The new notes will bear interest at the rate of 6.750% per year. Interest on the new notes is payable on February 9
and August 9 of each year, beginning on August 9, 2013. The new notes will mature on February 9, 2022. We may
redeem some or all of the new notes at any time at the prices and as desscribed under the caption "Description of Notes--
Redemption."
The new notes will be additional notes issued under the indenture under which we initially issued and sold U.S.$200
million aggregate principal amount of notes on February 9, 2012 (the "initial notes"). The new notes will have identical
terms and conditions as the initial notes, other than issue date, issue price and first inteerest payment date, and will
constitute part of the same series as, and will vote together as a single cllass with, the initial notes. Upon consummation of
this offering, the aggregate principal amount of our 6.750% Senior Guaranteed Notes due 2022 will be U.S.$300,000,000.
The new notes will be our unsecured senior obligations and will ran
ank equally with all of our other unsecured senior
indebtedness. The new notes will be fully and unconditionally guaranteed on an unsubordinated unsecured basis by
certain of our subsidiaries.
We have applied to admit the new notes to listing on the Official List of the Luxembourg Stock Exchange and to
trading on the Euro MTF Market of the Luxembourg Stock Exchange. This offering memorandum constitutes a
prospectus for the purposes of Luxembourg law dated July 10, 2005 on Prospectuses fo
for Securities, as amended.

Investing in the notes involves risks. See "Risk Factors" beginning on page 17.
___________________
The new notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or
the securities laws of any other jurisdiction. We are offering the new notes only too qualified institutional buyeers
under Rule 144A under the Securities Act and non-U.S. persons outside the United States in reliance on Regullation
S of the Securities Act. For a description of certain restrictions on transfer of thee new notes, see "Transfer
Restrictions."
ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(THE "EEA") THAT HAS IMPLEMENTED DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE")
MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS DEFIINED IN THE PROSPECTUS DIRECTIVE).
___________________
Issue Price: 109.147% plus accrued interest from February 9, 2013
Delivery of the new notes was made in book entry form only through The Depository Trust Company ("DTC") and
its direct and indirect participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société
anonyme ("Clearstream, Luxembourg"), against payment on May 13, 22013.

Sole Bookrunner
Citigroup
May 23, 2013

TABLE OF CONTENTS

NOTICE TO PROSPECTIVE INVESTORS IN
SELECTED FINANCIAL AND OPERATING
THE UNITED STATES ........................................ iii
DATA .................................................................... 30
NOTICE TO NEW HAMPSHIRE
MANAGEMENT'S DISCUSSION AND
RESIDENTS ONLY ............................................... iv
ANALYSIS OF FINANCIAL CONDITION
NOTICE TO PROSPECTIVE INVESTORS IN
AND RESULTS OF OPERATIONS ..................... 34
THE UNITED KINGDOM ..................................... iv
DESCRIPTION OF THE COMPANY .................... 52
SPECIAL NOTE REGARDING FORWARD-
MANAGEMENT .................................................... 83
LOOKING STATEMENTS ................................... iv
CERTAIN RELATIONSHIPS AND
PRESENTATION OF FINANCIAL AND
RELATED-PARTY TRANSACTIONS ................ 87
OTHER INFORMATION ...................................... vi
DESCRIPTION OF EXISTING
TRADEMARKS ...................................................... vii
INDEBTEDNESS .................................................. 88
CERTAIN INDUSTRY TERMINOLOGY ............. vii
DESCRIPTION OF NOTES ................................... 91
DIFFICULTIES OF ENFORCING CIVIL
FORM OF NOTES, CLEARING AND
LIABILITIES AGAINST NON-U.S.
SETTLEMENT .................................................... 147
PERSONS .............................................................viii
TRANSFER RESTRICTIONS .............................. 150
AVAILABLE INFORMATION ............................... x
TAXATION .......................................................... 153
SUMMARY .............................................................. 1
PLAN OF DISTRIBUTION .................................. 158
SUMMARY HISTORICAL CONSOLIDATED
LEGAL MATTERS .............................................. 161
FINANCIAL DATA ................................................ 8
INDEPENDENT AUDITOR ................................. 161
THE OFFERING ..................................................... 12
GENERAL INFORMATION ................................ 161
RISK FACTORS ..................................................... 17
INDEX TO CONSOLIDATED FINANCIAL
USE OF PROCEEDS .............................................. 28
STATEMENTS ..................................................... F-1
CAPITALIZATION ................................................ 29

i

This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
new notes by any person in any jurisdiction in which it is unlawful for such person to make an offer or
solicitation. Neither the delivery of this offering memorandum nor any sale made hereunder will under any
circumstances imply that there has been no change in the affairs of CABCORP or the guarantors or that the
information contained in this offering memorandum is correct as of any date subsequent to the date hereof.
________________________________
In this offering memorandum, unless the context otherwise requires or unless specified otherwise,
"CABCORP," the "Company," "we," "us," and "our" refer to The Central America Bottling Corporation and its
consolidated subsidiaries; "PepsiCo" refers to PepsiCo Beverages International, Pepsi-Cola Metropolitan Bottling
Company, Inc., PepsiCo, Inc., and/or Pepsi-Cola Interamericana S.A.; "AmBev" refers to Companhia de Bebidas
das Americas and its subsidiary Monthiers, S.A.; "AmBev Centroamérica", formerly known as Cervecería Rio,
refers to Industrias del Atlántico, S.A.; "Embotelladora La Mariposa" refers to Compañía de Jarabes y Bebidas
Gaseosas La Mariposa, S.A., Comercializadora Leo, S.A. de C.V. and Post-Mix de Centroamérica, S.A. de C.V.;
"LivSmart" refers to LivSmart Holdings, S.A., LivSmartAméricas, S.A. de C.V., formerly known as Bon Appetit,
S.A. de C.V. "Central American region" includes Guatemala, Southern Honduras (including Tegucigalpa, the
capital), Nicaragua and El Salvador. "Caribbean region" includes Puerto Rico, Jamaica, Trinidad & Tobago and
Barbados and "South American region" includes Ecuador.

This offering memorandum has been prepared by us solely for use in connection with the proposed offering of
the securities described in this offering memorandum and may be used solely for the purpose for which it has been
prepared. You are authorized to use this offering memorandum solely for the purpose of considering the purchase of
our new notes. Distribution of this offering memorandum to any other person other than the prospective investor
and any person retained to advise such prospective investor with respect to its purchase is unauthorized, and any
disclosure of any of its contents, without our prior written consent, is prohibited. This restriction applies to investors
outside of Luxembourg. For Luxembourg listing purposes, this offering memorandum is freely obtainable.
Each prospective purchaser of new notes acknowledges that (1) it has been afforded an opportunity to request
from CABCORP and to review, and has received, all additional information considered by such purchaser to be
necessary to verify the accuracy of, or to supplement, the information contained in this offering memorandum, (2) it
has not relied on Citigroup Global Markets Inc. (the "Initial Purchaser") or any person affiliated with the Initial
Purchaser in connection with its investigation of the accuracy of this information or its investment decision and
(3) no person has been authorized to give any information or to make any representation concerning CABCORP or
the new notes other than as contained in this offering memorandum. If given or made, any such other information or
representation should not be relied upon as having been authorized by CABCORP or the Initial Purchaser.
We have prepared the information contained in this offering memorandum. Neither we nor the Initial Purchaser
have authorized anyone to provide you with any other information and neither we nor the Initial Purchaser takes any
responsibility for other information others may give you.
IN MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE ANYTHING IN THIS
OFFERING MEMORANDUM AS LEGAL, BUSINESS OR TAX ADVICE. EACH PROSPECTIVE INVESTOR
SHOULD CONSULT ITS OWN ADVISORS AS NEEDED TO MAKE ITS INVESTMENT DECISION AND TO
DETERMINE WHETHER IT IS LEGALLY PERMITTED TO PURCHASE THE SECURITIES UNDER
APPLICABLE LEGAL INVESTMENT OR SIMILAR LAWS OR REGULATIONS.
The new notes have not been, and will not be, registered under the U.S. Securities Act of 1933. Accordingly,
the new notes may not be offered, sold or delivered within the United States or to or for the account or benefit of
U.S. persons, except in transactions exempt from, or not subject to, the registration requirements of the Securities
Act. Each prospective purchaser should be aware that it may be required to bear the financial risks of this investment
for an indefinite period of time. See "Transfer Restrictions."

ii

The new notes will initially be represented by two notes in global form that together will represent the aggregate
principal amount of the notes. The new notes sold in reliance on Rule 144A under the Securities Act will be
represented by a permanent global note without interest coupons. The new notes sold in reliance on Regulation S
under the Securities Act will initially be represented by a temporary global note, in fully registered form without
interest coupons. Such temporary Regulation S global note will be exchangeable for a single permanent global note
after the expiration of the 40th day after the later of the commencement of this offering and the Closing Date (such
period through and including such 40th day, the "Distribution Compliance Period") and the certification of non-U.S.
ownership required by Regulation S delivered to Euroclear and/or Clearstream. When issued, the Rule 144A global
note and the Regulation S global note will be deposited with, or on behalf of, DTC and registered in the name of
DTC or its nominee. See "Form of Notes, Clearing and Settlement" and "Transfer Restrictions."
All applicable provisions of the Financial Services and Markets Act 2000 must be complied with in respect of
anything done in relation to the new notes in, from or otherwise involving the United Kingdom. See "Plan of
Distribution."
Each prospective purchaser of new notes must comply with all applicable laws and regulations in force in any
jurisdiction in connection with the possession or distribution of this offering memorandum and the purchase, offer or
sale of the new notes, and it must obtain any required consent, approval or permission for the purchase, offer or sale
by it of the new notes under the laws and regulations applicable to it in force in the jurisdiction to which it is subject
or in which it makes those purchases, offers or sales. Neither CABCORP nor the Initial Purchaser has any
responsibility therefor. See "Transfer Restrictions."
CABCORP and the guarantors, having made all reasonable inquiries, confirm that this offering memorandum
contains all information that is material in the context of the issue of the new notes, that the information contained in
this offering memorandum is true and accurate in all material respects, and that there are no other facts the omission
of which makes this offering memorandum as a whole or any such information misleading in any material respect.
CABCORP and the guarantors accept responsibility accordingly.
We have furnished the information in this offering memorandum. You acknowledge and agree that the Initial
Purchaser makes no representation or warranty, express or implied, as to the accuracy or completeness of such
information, and nothing contained in this offering memorandum is, or shall be relied upon as, a promise or
representation by the Initial Purchaser. This offering memorandum contains summaries believed to be accurate with
respect to certain documents, but reference is made to the actual documents for complete information. All such
summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be made
available to prospective investors upon request to us.
The Luxembourg Stock Exchange takes no responsibility for the contents of this offering memorandum, makes
no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from, or in reliance upon, the whole or any part of the contents of this offering memorandum.
Neither CABCORP nor the guarantors, nor the Initial Purchaser, nor any of their representatives, is making any
representation regarding the legality of an investment by it under appropriate legal investment or similar laws. Each
prospective purchaser should consult with its own advisors as to legal, tax, business, financial and related aspects of
a purchase of the new notes.
Each prospective purchaser of new notes should rely only on the information contained in this offering
memorandum. CABCORP has not authorized any person to provide any prospective purchaser of new notes with
information different from that contained in this offering memorandum. CABCORP is offering to sell the new notes
only where offers and sales are permitted. The information contained in this offering memorandum is accurate only
as of the date of this offering memorandum, regardless of the time of delivery of this offering memorandum or of
any sale of the new notes.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES

iii

Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or
disapproved of these securities or determined if this offering memorandum is truthful or complete. Any
representation to the contrary is a criminal offense.
The new notes are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the Securities Act and the applicable state securities laws pursuant to registration or
exemption therefrom. As a prospective purchaser, you should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. Please see "Transfer Restrictions."
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
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 ("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
IMPLIES THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT ANY 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 PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
In the United Kingdom, this offering memorandum is only being distributed to, and is only directed at,
(a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order"); and (b) high net worth companies and other persons falling
within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any
person in the United Kingdom that is not a relevant person should not act or rely on this offering memorandum or
any of its contents. Any investment or investment activity to which this offering memorandum relates is available in
the United Kingdom only to relevant persons, and will be engaged in only with such persons.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this offering memorandum that are subject to risks and uncertainties.
These statements are based on the beliefs and assumptions of our management, and on information currently
available to us. Forward-looking statements include statements regarding our intent, belief or current expectations of
our directors or executive officers with respect to:
·
the positive impact on our operating results of the launch of new beverage categories;
·
our ability to leverage our multinational operations to improve production efficiencies;
·
our plans to improve manufacturing, sales, marketing and technology by working closely with PepsiCo;
·
our projections in respect of compliance of financial ratios with respect to other outstanding financings
after the issuance of the new notes;
·
our expectations in connection with acquisitions;
·
our ability to capitalize on our extensive distribution system and numerous points of sale;

iv

·
our plan to increase our sales in Central America, the Caribbean and South America, both in the countries
where we currently operate and elsewhere in the region;
·
our corporate strategy;
·
the demand for carbonated soft drinks, beer, isotonic drinks, water, juices, nectars, energy drinks and other
beverages, especially in our principal countries of operation;
·
the supply and availability of raw materials at competitive prices;
·
trends affecting our financial position, liquidity or results of operations;
·
our dividend policy; or
·
political and economic conditions in the countries in which we or our affiliates operate or may operate in
the future.
Forward-looking statements also include the information concerning our possible or assumed future results of
operations set forth under "Summary," "Risk Factors," "Business," "Management's Discussion and Analysis of
Financial Position and Results of Operations" and elsewhere and statements preceded by, followed by, or that
include, the words "believes," "may," "will," "continues," "expects," "anticipates," "intends," "plans," "estimates"
or similar expressions.
Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and
assumptions because they relate to future events and therefore depend on circumstances that may or may not occur
in the future. Our future results may differ materially from those expressed in these forward-looking statements.
Many of the factors that will determine these results and values are beyond our ability to control or predict. You are
cautioned not to put undue reliance on any forward-looking statements.
Because these forward-looking statements involve risks and uncertainties, there are important factors that
could cause actual results to differ materially from those expressed or implied by these forward-looking
statements. These factors include:
·
the nature and extent of future competition in our principal markets;
·
our ability to maintain and build on our strong relationship with PepsiCo;
·
the return on investment we obtain from our efforts to obtain production and distribution efficiencies across
our operations;
·
governmental changes in taxes on carbonated soft drinks and other beverages;
·
general economic and demographic conditions, such as the rates of economic growth or fluctuations in
exchange rates in the Central American, Caribbean and South American markets where we conduct our
business;
·
industry conditions, such as the strength of product demand, the intensity of competition, pricing pressures,
popularity of returnable and non-returnable packaging, the introduction of new products by us, the
introduction of new products by competitors, changes in technology or in our ability to obtain products
from suppliers without interruption and at reasonable prices, and the financial conditions of our customers
and distributors;
·
operating factors, such as the continued success of our manufacturing activities and the achievement of
efficiencies and the continued success of product development;

v

·
the future impact of competition and regulation or other changes in import and export restrictions;
·
the effects of shifts in beverage consumption patterns in the countries in which we operate; or
·
our ability to identify and consummate potential acquisitions, joint ventures and strategic alliances and
the result of any such events.
All forward-looking statements attributed to us or a person acting on our behalf are expressly qualified in
their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement
contained herein.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Information
This offering memorandum includes our audited consolidated financial statements and related auditors' reports
and notes as of December 31, 2012 and 2011 and for the years ended December 31, 2012, 2011 and 2010 (the
"Annual Audited Financial Statements" or the "Consolidated Financial Statements").
The Company recorded certain adjustments against retained earnings in restating its financial statements as of
and for the years ended December 31, 2011 and 2010. The adjustments are associated with: (i) the recognition of
the amortization of bottles and boxes in the Jamaican operation and, and (ii) the contribution for future capital
increases in a subsidiary that should have been eliminated upon consolidation.
Our Consolidated Financial Statements have been prepared in U.S. dollars in accordance with International
Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, which differ in
certain respects from U.S. generally accepted accounting principles ("U.S. GAAP"). No reconciliation to U.S.
GAAP of the Consolidated Financial Statements or of any other financial information presented herein has been
prepared. There can be no assurance that a reconciliation would not identify material quantitative differences
between such financial statements or information prepared on the basis of U.S. GAAP.
Because the new notes have not been registered and will not be registered with the SEC, our Consolidated
Financial Statements contained elsewhere in this offering memorandum do not and are not required to comply with
the applicable registration requirements, rules and regulations adopted by the SEC, which would apply if the new
notes had been registered with the SEC.
Currency of Presentation and Exchange Rates
Unless otherwise indicated, references to "U.S. dollars," "dollars," "$" and "U.S.$" are to United States dollars.
References to "Quetzales" or "Q." are to Guatemalan quetzales. References to "Lempiras" or "L." are to Honduran
lempiras. References to "Cordobas" or "C." are to Nicaraguan cordobas. References to "Jamaican dollars" or
"JAM$." are to Jamaican dollars. References to "Trinidadian dollars" or "TT$." are to Trinidadian dollars. El
Salvador adopted the U.S. dollar as its legal currency on January 1, 2001. Ecuador adopted the U.S. dollar as its
legal currency on September 9, 2000. The U.S. dollar is the legal currency of Puerto Rico.
Effect of Rounding
Certain percentages and amounts in this offering memorandum have been rounded for ease of presentation.
Certain percentages and amounts in this offering memorandum may not sum due to rounding.
Certain Non-GAAP Measures
Adjusted EBITDA represents net income plus (i) income tax, (ii) change in fair value of financial instruments,
(iii) financials costs, net, (iv) share of loss of equity accounted investees, (v) other non-operative expenses (income),
net, (vi) employee participation, (vii) depreciation, (viii) amortization of rights and exclusivity contracts,

vi

(ix) impairments and (x) non-recurring charges including non-cash items. Adjusted EBITDA is not a financial
measure under IFRS. Adjusted EBITDA is included in this offering memorandum because we believe certain
investors may consider this useful as an additional measure of our financial performance and ability to service our
debt and fund capital expenditures. Adjusted EBITDA is not and should not be considered as substitute for net
income, cash flow provided by operations or other measures of financial performance or liquidity under IFRS.
Because Adjusted EBITDA is not an IFRS measure and not all companies calculate EBITDA in the same manner,
our presentation of Adjusted EBITDA may not be comparable to other EBITDA, adjusted EBITDA or similarly
titled measures reported by other companies.
Net debt represents total debt less cash and cash equivalents. Net debt is not a financial measure under IFRS.
Net debt is included in this offering memorandum because we believe certain investors may consider this useful as
an additional measure of our financial performance and ability to service our debt and fund capital expenditures. Net
debt is not and should not be considered as substitute for net income, cash flow provided by operations or other
measures of financial performance or liquidity under IFRS. Because net debt is not an IFRS measure and not all
companies calculate net debt in the same manner, our presentation of net debt may not be comparable to other
similarly titled measures reported by other companies.
Market and Industry Data
Market and industry data and other statistical information used throughout this offering memorandum are based
on independent industry publications by market research firms including A. C. Nielsen ("Nielsen"), Emevenca or
other published independent sources, and in some cases data provided by our joint venture partner AmBev and by
PepsiCo. Where indicated, some data are also based on our good faith estimates, which are derived from our review
of internal surveys, as well as independent sources. Industry volume share is determined with respect to CSD,
isotonic drinks, energy drinks and tea based on information provided by Nielsen and Emevenca. Industry volume
share with respect to juices and nectars is based on internal sales estimates taking as a basis industry data from
Nielsen. Although we believe these sources are reliable, we have not independently verified the information and
cannot guarantee its accuracy and completeness. CABCORP accepts responsibility for correct reproduction of the
information.
TRADEMARKS
This document includes names of our products that constitute trademarks or trade names that we own or that are
owned by others and are licensed to us for our use. This offering memorandum also contains other brand names,
trade names, trademarks or service marks of other companies, and these brand names, trade names, trademarks or
service marks are the property of those other companies.
CERTAIN INDUSTRY TERMINOLOGY
A "carbonated soft drink" or "CSD" is a non-alcoholic, carbonated beverage, containing a natural or artificial
sweetener, natural or artificial flavors, and sometimes juice.
An "energy drink" is a soft drink offering metabolic stimulation through B-complex, vitamins and central
nervous system stimulation through caffeine, taurine, carnitine and other natural stimulants such as guarana or açaí.
These ingredients can vary by brand.
A "flavored drink" contains sugar, flavor and color.
A "juice" contains at least 20% fruit juice, and less pulp than nectar.
A "juice beverage" contains 15% or less fruit juice.
A "nectar" is a beverage made from fruit pulp and fruit juice, and contains at least 30% fruit juice. Nectars may
also include water and sweetener.

vii

"PET" means polyethylene terephthalate.
A "raw case" equals 11.36 liters.
A "sports drink" is an isotonic or energy beverage that may contain electrolytes, fruit juice, sweeteners,
natural supplements, or other ingredients designed to provide energy or replenish the body after physical
activity.
A "unit case" is a case of 24 bottles of eight ounces each and is the industry standard to measure case sales.
DIFFICULTIES OF ENFORCING CIVIL LIABILITIES AGAINST NON-U.S. PERSONS
CABCORP is incorporated in the British Virgin Islands. All of the directors and officers of CABCORP and,
except for our subsidiary in Puerto Rico, the guarantors reside outside the United States. Substantially all of the
assets of CABCORP and the guarantors are located outside the United States. As a result, it may not be possible for
investors to enforce against CABCORP or the guarantors in the United States the federal securities laws of the
United States, or to enforce judgments obtained in the United States courts predicated upon the civil liability
provisions of the federal securities laws of the United States, including the Securities Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
British Virgin Islands
CABCORP has been advised by its British Virgin Islands counsel, Samuels Richardson & Co, that the United
States and the British Virgin Islands do not have a treaty providing for reciprocal recognition and enforcement of
judgments of U.S. courts in civil and commercial matters and that a final judgment for the payment of money
rendered by any general or state court in the United States based on civil liability, whether or not predicated solely
upon the U.S. federal securities laws, would not be automatically enforceable in the British Virgin Islands. The
courts of the British Virgin Islands would recognize as a valid judgment, a final and conclusive judgment in
personam obtained in the U.S. courts against the Company or any guarantor under which a sum of money is
payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature
or in respect of a fine or other penalty) and would give a judgment based thereon provided that (i) such courts had
proper jurisdiction over the parties subject to such judgment, (ii) such courts did not contravene the rules of natural
justice of the British Virgin Islands, (iii) such judgment was not obtained by fraud, (iv) the enforcement of the
judgment would not be contrary to the public policy of the British Virgin Islands, (v) no new admissible evidence
relevant to the action is submitted prior to the rendering of the judgment by the courts of the British Virgin Islands
and (vi) there is due compliance with the correct procedures under the laws of the British Virgin Islands.
Guatemala
CABCORP has been advised by its Guatemalan counsel, Palacios & Asociados, that judgments based upon
civil liability provisions of the federal securities laws of the United States would only be enforceable in Guatemala if
such judgments were final and conclusive monetary judgments for a definite sum and the Guatemalan courts were
satisfied in each case that (i) the action is exercised due to a personal action, whether it be commercial or civil,
(ii) the courts of the country issuing the ruling provide the same enforcement to Guatemalan rulings, (iii) the ruling
is not a default judgment or against a person reportedly absent in the foreign jurisdiction who is domiciled in
Guatemala, (iv) the obligation is legal in Guatemala and not against Guatemalan public policy principles, and (v) in
accordance with the laws of the jurisdiction in which the ruling was issued, the ruling is final and not subject to
appeal.
Honduras
CABCORP has been advised by its Honduran counsel, Bufete Forlar, that judgments based upon civil liability
provisions of the federal securities laws of the United States would only be enforceable in Honduras if (i) it relates
to an action in personam, (ii) the ruling is not a default judgment, (iii) the obligation is legal in Honduras, and
(iv) the courts of the country issuing the ruling provide the same enforcement to Honduran judgments.

viii

Nicaragua
CABCORP has been advised by its Nicaraguan counsel, Consortium Taboada & Asociados, that judgments
based upon civil liability provisions of the federal securities laws of the United States would only be enforceable in
Nicaragua if (i) the action is exercised due to a personal action, (ii) the obligation is legal in Nicaragua and not
against Nicaragua's public policy principles, (iii) the courts of the country issuing the ruling provide the same
enforcement to Nicaraguan judgments, (iv) the ruling is not a default judgment, unless the defendant was duly and
timely served and such defendant did not appear before the court, and (v) the decision is final and enforceable in the
country of origin. The execution of the foreign judgment must be requested to the Supreme Court of Nicaragua, and
translated into Spanish.
El Salvador
CABCORP has been advised by its Salvadorian counsel, Benjamin Valdez & Asociados, that judgments based
upon civil liability provisions of the federal securities laws of the United States would only be enforceable in El
Salvador if the claimant follows the pareatis process both in the U.S. jurisdiction and in the Salvadorian jurisdiction
where enforcement of the judgment is sought.
Any such final judgment may be enforced in the courts of El Salvador without retrial of the originating action
by instituting exequatur proceedings in the Supreme Court of El Salvador upon determination by such court that:
(i) the judgment comes from a court that has competent jurisdiction according to Salvadorian international
jurisdiction law; (ii) there is no pending or rendered judgment in the courts of El Salvador related to the same cause;
(iii) the defendant was served personal notices, issued in accordance with competent law, of the initiation of the
procedure and of the final resolution, except in the case where the exequatur is being sought by the defendant in
contempt of court; (iv) the cause of action upon which judgment was based does not contravene the law,
constitutional principles or public policy of El Salvador; (v) the documents evidencing the judgment are in authentic
form according to the laws of the judgment country and have been duly legalized by a consul of El Salvador or with
the Apostille; and, (vi) no additional requirements are established in any other international treaty applicable
between the State of jurisdiction and the Republic of El Salvador.
Jamaica
CABCORP has been advised by its Jamaican counsel, Lex Caribbean, that judgments based upon civil liability
provisions of the federal securities laws of the United States are not enforceable in Jamaica. There is no automatic
reciprocal enforcement of judgment rights afforded to federal securities laws of the United States of America.
Trinidad and Tobago
CABCORP has been advised by its Trinidad & Tobago counsel, Johnson, Camacho & Singh, that the courts in
Trinidad and Tobago will recognize as valid and final, and will enforce, any final and conclusive judgment against
the Company obtained in a New York court arising out of or in relation to the obligations of the Company under the
notes in that such courts would grant a judgment which would be enforceable against the Company in Trinidad and
Tobago without retrial (subject to four exceptions), of a money judgment in personam, of a New York court or other
foreign court of competent jurisdiction which is final and conclusive on the merits and is not impeachable or
examinable on the merits whether for fact or law. These exceptions are (i) where the foreign court acted without
jurisdiction; (ii) where the judgment was obtained by fraud (iii) where the judgment was obtained by breach of the
rules of natural justice and (iv) where the enforcement of the judgment will be contrary to public policy. Save as
aforesaid a judgment rendered by any New York State or Federal Court sitting in New York City in respect of the
applicable documents which are governed by New York law will be recognized and given effect to in the courts of
Trinidad and Tobago by permitting such judgment to be sued upon and enforced through the courts of Trinidad and
Tobago.

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