Obligation Central American Bottling Co. 5.75% ( USG20011AC94 ) en USD

Central American Bottling Co.

100 % ▼

Guatemala

USG20011AC94 ( en USD )

5.75% par an ( paiement semestriel )

29/01/2027

Prospectus brochure de l'obligation Central America Bottling Corp USG20011AC94 en USD 5.75%, échéance 29/01/2027

2 000 USD

700 000 000 USD

G20011AC9

N/A

31/07/2026 ( Dans 174 jours )

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 USG20011AC94, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/01/2027

PROSPECTUS
U.S.$200,000,000
5.750% Senior Guaranteed Notes due 2027
The Central America Bottling Corporation
(incorporated with limited liability under the laws of the British Virgin Islands)
___________________
The Central America Bottling Corporation (the "Company", "CBC" or the "Issuer") is offering U.S.$200,000,000 of
additional 5.750% Senior Guaranteed Notes due 2027 (the "New Notes"). The New Notes are being offered under the indenture
(as modified, amended or supplemented from time to time, the "Indenture"), dated as of January 31, 2017, among, inter alios,
the Issuer, the guarantors party thereto (the "Guarantors") and The Bank of New York Mellon, as trustee (the "Trustee"),
pursuant to which U.S.$500,000,000 aggregate principal amount of 5.750% Senior Guaranteed Notes due 2027 (the "Initial
Notes" and, together with the New Notes, the "Notes") were previously issued.
The New Notes and the Initial Notes will be treated as a single series for all purposes under the Indenture, including, without
limitation, waivers, amendments, redemptions and offers to purchase. The New Notes will have the same CUSIP, ISIN and
Common Code numbers as, and will be fungible with, the Initial Notes (except that any New Notes offered and sold in
compliance with Regulation S will have temporary CUSIP, ISIN and Common Code numbers during a 40-day distribution
compliance period commencing on the date of issuance of the New Notes through September 14, 2020).
The New Notes will bear interest at the rate of 5.750% per year. Interest on the New Notes is payable on January 31 and
July 31 of each year, beginning on January 31, 2021. The New Notes will mature on January 31, 2027. The Issuer may redeem
some or all of the New Notes at any time at the prices and as described under the caption "Description of Notes--Redemption."
The New Notes will be unsecured senior obligations of the Issuer and will rank equally with all of the Issuer's other
unsecured senior indebtedness. The New Notes will be fully and unconditionally guaranteed on an unsubordinated unsecured
basis by the Guarantors.
The Issuer has 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 purpose of the Luxembourg Law dated July 16, 2019 on prospectuses for securities.
___________________
Investing in the New Notes involves risks. See "Risk Factors" beginning on page 23.
___________________
Offering Price for the New Notes: 104.500%
plus accrued interest from and including July 31, 2020 to but excluding August 4, 2020
Interest on the New Notes will accrue from July 31, 2020. Purchasers will be required to pay accrued interest totaling
U.S.$127,777.78, or approximately U.S.$0.64 per U.S.$1,000 principal amount of New Notes, from and including July 31, 2020
to but excluding August 4, 2020, the date the Issuer delivered the New Notes.
___________________
The New Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or
the securities laws of any other jurisdiction. The Issuer offered the New Notes only to qualified institutional buyers
("QIBs") under Rule 144A under the Securities Act and non-U.S. persons outside the United States in reliance on
Regulation S of the Securities Act. For a description of certain restrictions on transfer of the New Notes, see "Transfer
Restrictions."
The 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"), against payment on August 4, 2020.
___________________
Global Coordinators and Joint Book-Running Managers
Citigroup
J.P. Morgan
Passive Bookrunner
Scotiabank
August 14, 2020

TABLE OF CONTENTS
Page
NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM ................. iv
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS .................................................................. iv
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .......................................................................... vi
TRADEMARKS ............................................................................................................................................................. vii
CERTAIN INDUSTRY TERMINOLOGY .................................................................................................................... vii
DIFFICULTIES OF ENFORCING CIVIL LIABILITIES AGAINST NON-U.S. PERSONS ....................................... ix
AVAILABLE INFORMATION .................................................................................................................................... xv
SUMMARY ..................................................................................................................................................................... 1
RISK FACTORS ............................................................................................................................................................ 23
USE OF PROCEEDS ..................................................................................................................................................... 35
CAPITALIZATION ....................................................................................................................................................... 36
SELECTED FINANCIAL AND OPERATING DATA ................................................................................................. 37
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.............................................................................................................................................................. 45
DESCRIPTION OF THE COMPANY........................................................................................................................... 71
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS ........................................................... 114
DESCRIPTION OF EXISTING INDEBTEDNESS .................................................................................................... 115
DESCRIPTION OF NOTES ........................................................................................................................................ 118
FORM OF NOTES, CLEARING AND SETTLEMENT ............................................................................................. 172
TRANSFER RESTRICTIONS ..................................................................................................................................... 175
TAXATION ................................................................................................................................................................. 178
PLAN OF DISTRIBUTION ......................................................................................................................................... 185
LEGAL MATTERS ..................................................................................................................................................... 194
INDEPENDENT AUDITORS ..................................................................................................................................... 194
GENERAL INFORMATION ....................................................................................................................................... 195
ANNEXES
ANNEX A UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
ANNEX B ANNUAL AUDITED CONSOLIDATED FINANCIAL STATEMENTS
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 the Issuer 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:

"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.;

"APEX" refers to Global Mobility Apex, S.A.;

"Beliv" refers to Beliv LLC;

the "Caribbean Region" includes Puerto Rico and Jamaica;

"CBC," the "Company," the "Issuer," "we," "us," and "our" refer to The Central America Bottling
Corporation and its consolidated subsidiaries;

the "Central American Region" includes, Guatemala, Southern Honduras (including Tegucigalpa, the
capital), Nicaragua and El Salvador;

"Embotelladora La Mariposa" refers to Compañía de Jarabes y Bebidas Gaseosas La Mariposa, S.A.
and its subsidiaries;

"GEMCORP" refers to Grupo Empresarial Mariposa Corp.;

the "Guarantors" refer to CBC Bottling Holdco, S.L., Beliv Holdco, S.L., Beliv LLC, CBC PR LLC,
Beliv Global, LLC, CBC INTL. S.A., CBC Management Investments Inc., CBC Logistics S.A.C., Key
Market Solutions S.A.C., TS-Logistic S.A.C., Embotelladora Nacional, S.A., Comercializadora
Modelo, S.A. de C.V., Comercializadora Sagitario, S.A., Embotelladora La Reyna, S.A. de C.V.,
Livsmart Américas, S.A. de C.V., Mariposa El Salvador, S.A. de C.V., Comercializadora
Interamericana, S.A. de C.V., Compañía de Jarabes y Bebidas Gaseosas La Mariposa, S.A., Pepsi-Cola
Jamaica Bottling Company Limited, Pepsi-Cola Puerto Rico Distributing, LLC, The Tesalia Springs
Company S.A. and CBC Peruana S.A.C.;

the "Lender of Record Structure" refers to the bank loans for U.S.$15.3 million at an interest rate of
5.75% with Mesoamerican Financial Corp. and U.S.$56.3 million at an interest rate of 4.50% with
Banco Agrícola, S.A.; together with the pledge of certificates of deposit amounting to U.S.$71.6
million for the benefit of Bancolombia Panama;

"LivSmart" refers to LivSmart Holdings, S.A. and LivSmart Américas, S.A. de C.V., formerly known
as Bon Appetit, S.A. de C.V.;

"PepsiCo" refers to PepsiCo Beverages International, Pepsi-Cola Metropolitan Bottling Company,
Inc., PepsiCo, Inc. and/or Pepsi-Cola Interamericana S.A.;

the "Peruvian Notes" refer to the Peruvian soles-denominated notes issued by CBC Peruana S.A.C. on
May 12, 2017 in an aggregate principal amount of S/67.0 million at an interest rate of 8.00%, payable
semi-annually, which mature on May 12, 2029; and

the "South America Region" includes Ecuador, Peru, Argentina and Uruguay.
ii

Each prospective purchaser of New Notes acknowledges that (1) it has been afforded an opportunity to request
from CBC 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., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. (the "Initial
Purchasers") or any person affiliated with the Initial Purchasers 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 CBC, the Guarantors 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 CBC, the Guarantors or the Initial Purchasers.
We have prepared the information contained in this offering memorandum. Neither we nor the Initial
Purchasers have authorized anyone to provide you with any other information and neither we nor any of the Initial
Purchasers 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 ISSUER 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 NEW NOTES UNDER
APPLICABLE LEGAL INVESTMENT OR SIMILAR LAWS OR REGULATIONS.
The New Notes have not been, and will not be, registered under the Securities Act. 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."
The New Notes sold in reliance on Rule 144A and Regulation S under the Securities Act will be represented by
permanent global notes without interest coupons. 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."
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. None of the Issuer, the Guarantors or the Initial
Purchasers has any responsibility therefor. See "Transfer Restrictions."
The Issuer 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. The Issuer and the Guarantors accept responsibility accordingly.
We have furnished the information in this offering memorandum. You acknowledge and agree that the Initial
Purchasers make 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 Purchasers. 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.
iii

None of the Issuer, the Guarantors, the Initial Purchasers or any of their respective representatives makes any
representation regarding the legality of an investment in the New Notes 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. The Issuer has not authorized any person to provide any prospective purchaser of New Notes with
information different from that contained in this offering memorandum. The Issuer 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.
Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has
approved or disapproved of the New Notes 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. See "Transfer Restrictions."
NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM
Prohibition of Sales to EEA and United Kingdom Retail Investors. The New Notes are not intended to
be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA") or in the United Kingdom. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID
II; (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii)
not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended or superseded, the "Prospectus
Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended,
the "PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail
investors in the EEA or in the United Kingdom has been prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under
the PRIIPs Regulation. References to Regulations or Directives include, in relation to the UK, those Regulations or
Directives as they form part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 or have been implemented in United Kingdom domestic law, as appropriate.
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 COVID-19 pandemic, including the global and regional economic uncertainty and measures taken in
response;

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 and
AmBev;

our expectations in connection with acquisitions;
iv

our ability to capitalize on our extensive distribution system and numerous points of sale;

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 CSDs, beer, isotonics, 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; and

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 relationships with PepsiCo and AmBev;

the return on investment we receive from our efforts to obtain production and distribution efficiencies
across our operations;

governmental changes in taxes on CSDs and other beverages;

political conditions in the Central American, Caribbean and South American markets where we conduct our
business;

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;

weather conditions, natural disasters and public health crises, including the COVID-19 pandemic;

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
v

and distributors;

operating factors, such as the continued success of our manufacturing activities, the achievement of
efficiencies and the continued success of product development;

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; and

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 (i) our audited consolidated financial statements as of December 31, 2019
and 2018 and for the years ended December 31, 2019 and 2018 (the "Annual Audited Consolidated Financial
Statements") and (ii) our unaudited condensed consolidated interim financial statements as of March 31, 2020 and
for the three-month periods ended March 31, 2020 and 2019 (the "Unaudited Condensed Consolidated Interim
Financial Statements" and, together with the Annual Audited Consolidated Financial Statements, the
"Consolidated Financial Statements").
Our Consolidated Financial Statements have been prepared in U.S. Dollars and 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 the Consolidated Financial Statements and 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 "Peruvian soles", "sol" or "S/" are to Peruvian soles.
References to "Argentinean pesos" or "ARS" are to Argentinean pesos. References to "Uruguayan pesos" or
"UYU" are to Uruguayan pesos. 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 January 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 and,
therefore, may not sum to total.
Certain Non-IFRS Measures
Earnings before interest, taxes, depreciation and amortization ("EBITDA") is not an IFRS financial measure.
vi

"Adjusted EBITDA" excludes non-recurring charges to provide a view of our margin from our recurring
operations. EBITDA and Adjusted EBITDA are included in this offering memorandum because we believe certain
investors may consider them useful as additional measures of our financial performance and ability to service our
debt and fund capital expenditures. EBITDA and Adjusted EBITDA are not and should not be considered as
substitutes for net income, cash flow provided by operations or other measures of financial performance or liquidity
under IFRS. Because EBITDA and Adjusted EBITDA are not IFRS measures and not all companies calculate
EBITDA and Adjusted EBITDA in the same manner, our presentation of EBITDA and Adjusted EBITDA may not
be comparable to other EBITDA, adjusted EBITDA or similarly titled measures reported by other companies.
Net debt represents our total debt less cash and cash equivalents and investments held to maturity. Net debt is
not a financial measure under IFRS. Net debt is included in this offering memorandum because we believe certain
investors may consider it useful as an additional measure of our ability to service our debt and fund capital
expenditures. Net debt is not and should not be considered as a substitute for total debt or other measures of
liquidity under IFRS. Because net debt is not an IFRS measure, it may not be comparable to other similarly titled
measures reported by other companies.
Adjusted total debt represents our total debt less certain investments held to maturity non-current that are part
of the Lender of Record structure. These investments do not qualify for netting against debt under IFRS; however,
they match in terms of maturity and are expected to settle net against debt. Adjusted total debt is not a financial
measure under IFRS. Adjusted total debt is included in this offering memorandum because we believe certain
investors may consider it useful as an additional measure of our ability to service our debt and fund capital
expenditures. Adjusted total debt is not and should not be considered as a substitute for total debt or other measures
of liquidity under IFRS. Because adjusted total debt is not an IFRS measure, it may not be comparable to other
similarly titled measures reported by other companies.
For further information, see the reconciliation to IFRS measures in "Selected Financial and Operating Data--
Non-IFRS Financial Measures."
Market and Industry Data
Market and industry data and other statistical information used throughout this offering memorandum are based
on internal estimates or 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 PepsiCo. Where indicated, some data is 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, isotonics, energy drinks and tea based on information provided by Nielsen, Emevenca and
CCR. 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.
TRADEMARKS
This offering memorandum 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, which 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.
vii

An "isotonic" is a 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 "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.
A "non-carbonated drink" is a beverage that does not contain CO2.
"PET" means polyethylene terephthalate.
A "raw case" equals 11.36 liters.
"SKU" means stocking keeping unit.
A "still drink" is a non-carbonated beverage that contains fruit juice. It is a sub-product of juices and nectars.
A "unit case" is a case of 24 servings of eight ounces equaling 5.678 liters and is the industry standard to
measure case sales.
viii

DIFFICULTIES OF ENFORCING CIVIL LIABILITIES AGAINST NON-U.S. PERSONS
CBC is incorporated in the British Virgin Islands. Except for two of CBC's directors who live in the United
States and for our subsidiaries in Puerto Rico, all of the directors and officers of the Issuer and the Guarantors reside
outside the United States. Substantially all of the assets of the Issuer and the Guarantors are located outside the
United States. As a result, it may not be possible for investors to enforce against the Issuer or the Guarantors in the
United States the federal securities laws of the United States, or to enforce judgments obtained in U.S. courts
predicated upon the civil liability provisions of the federal securities laws of the United States, including the
Securities Act and the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act").
British Virgin Islands
CBC has been advised by its British Virgin Islands counsel, Walkers, 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, unimpeachable and conclusive judgment in personam obtained in the
U.S. courts against the Company or any Guarantor under which a definite sum of money is payable (other than in
respect of penalties or taxes or a fine or similar fiscal or revenue obligations) and would give a judgment based
thereon provided that (i) the judgment had not been wholly satisfied, (ii) such U.S. courts had proper jurisdiction in
the matter and the parties either submitted to the jurisdiction or were resident or carrying on business within such
jurisdiction, (iii) such proceedings pursuant to which judgment was obtained were not contrary to the principles of
natural justice, (iv) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was
given or on the part of a court, (v) the recognition or enforcement of the judgment in the British Virgin Islands
would not be contrary to public policy or for some other similar reason the judgment could not have be entertained
by the British Virgin Islands courts,; and (vi) applicable rules of British Virgin Islands law permit service out on the
debtor in question and there is due compliance with the correct procedures under the laws of the British Virgin
Islands.
Guatemala
CBC has been advised by its Guatemalan counsel, Palacios & Asociados /SERCOMI, 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. Additionally, the judgment must be translated into Spanish by a licensed/authorized translator in Guatemala
and sent to Guatemala with the applicable Apostille legalization.
Honduras
CBC 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.
Nicaragua
CBC has been advised by its Nicaraguan counsel, Consortium Legal Nicaragua, 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
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