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WEPA Hygieneprodukte Gmbh E275,000,000 6.500% Senior Secured Notes Due 2020

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WEPA Hygieneprodukte Gmbh E275,000,000 6.500% Senior Secured Notes Due 2020 http://www.oblible.com OFFERING MEMORANDUM NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES 26APR201307453589 WEPA Hygieneprodukte GmbH E275,000,000 6.500% Senior Secured Notes due 2020 WEPA Hygieneprodukte GmbH, organized as a Gesellschaft mit beschrankter¨ Haftung under German law (the ‘‘Issuer’’), is offering A275,000,000 aggregate principal amount of 6.500% senior secured notes due 2020 (the ‘‘Notes’’). The Issuer will pay interest on the Notes semi-annually in arrears on each May 15 and November 15 of each year commencing on November 15, 2013. Prior to May 15, 2016, the Issuer may redeem all or part of the Notes by paying a specified ‘‘make-whole’’ premium. At any time on or after May 15, 2016, the Issuer may also redeem all or part of the Notes by paying a specified premium to you. In addition, prior to May 15, 2016, the Issuer may redeem up to 35% of the aggregate principal amount of the Notes with the net proceeds from certain equity offerings at a price equal to 106.500% of the principal amount of the Notes so redeemed, plus accrued interest, if any. If we undergo a change of control or sell certain of our assets, you will have the right to require the Issuer to repurchase all or a portion of your Notes. In the event of certain developments affecting taxation, we may redeem all, but not less than all, of the Notes. The Notes will be governed by German law and will constitute senior secured obligations of the Issuer, will be secured by first-ranking liens over the Collateral (as defined below) (although any liabilities in respect of obligations under the Senior Revolving Credit Facility and Priority Hedging Obligations that are secured by the Collateral will receive priority over the Holders with respect to any proceeds received upon any enforcement action over the Collateral), will rank pari passu among themselves and pari passu in right of payment without any preference with all existing and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes, unless such obligations are accorded priority under mandatory provisions of statutory law, will be effectively subordinated to all existing and future indebtedness of the Issuer that is secured by property and assets that do not secure the Notes, to the extent of the value of the property and assets securing such indebtedness, will rank senior in right of payment to any existing and future indebtedness of the Issuer that is subordinated in right of payment to the Notes, and will be structurally subordinated to any and all existing and future indebtedness of the subsidiaries of the Issuer that are not Guarantors. The Notes will be guaranteed on a senior secured basis by certain subsidiaries of the Issuer (the ‘‘Guarantors’’). The Notes will be secured by first-ranking liens over shares of or the partnership interests in the Issuer, each Guarantor and another member of the WEPA Group and, in Germany, certain machinery and equipment, intercompany loans, insurance receivables, bank accounts and real property (the ‘‘Collateral’’) as described in more detail in ‘‘Description of Notes—Security; Release of Collateral.’’ This offering memorandum includes information on the terms of the Notes, including with regard to redemption and repurchase prices, covenants and transfer restrictions. The Notes are governed by German law and will be represented by global notes deposited with Clearstream Banking AG, Frankfurt am Main, Germany (‘‘Clearstream Banking’’). Definitive notes representing individual Notes will not be issued. Transfer of the Notes will be subject to the rules of Clearstream Banking and the terms of a book-entry registration agreement (‘‘Book-Entry Registration Agreement’’) among Clearstream Banking and the Issuer with respect to the Notes. The Notes will be issued in denominations of A1,000 and will be transferable only in minimum aggregate principal amounts of A100,000 and integral multiples of A1,000 in excess thereof. The Notes will be ready for delivery, in book-entry form only, on or about May 13, 2013. This offering memorandum constitutes a prospectus for the purpose of Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended. There is currently no public market for the Notes. Application has been made to the official list of the Luxembourg Stock Exchange and for trading on the Euro MTF market (‘‘Euro MTF’’). Investing in the Notes involves a high degree of risk. See ‘‘Risk Factors’’ beginning on page 19. The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’) or the securities law of any other jurisdiction. Accordingly, the Notes and the Guarantees are being offered and sold only to qualified institutional buyers (‘‘QIBs’’) in reliance on Rule 144A under the U.S. Securities Act (‘‘Rule 144A’’) and to persons outside of the United States in reliance on Regulation S under the U.S. Securities Act (‘‘Regulation S’’). Prospective purchasers are hereby notified that the seller of the Notes and the Guarantees may be relying on the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144A. See ‘‘Notice to Investors’’ and ‘‘Transfer Restrictions’’ for additional information about eligible offerees and transfer restrictions. Price for the Notes: 100.000% plus accrued interest, if any, from the issue date. Joint Lead Managers and Bookrunners Deutsche Bank HSBC The date of this offering memorandum is May 2, 2013 http://www.oblible.com 26APR201317131358 TABLE OF CONTENTS NOTICE TO INVESTORS .................................................. ii FORWARD-LOOKING STATEMENTS ........................................ viii PRESENTATION OF FINANCIAL INFORMATION .............................. ix PRESENTATION OF INDUSTRY AND MARKET DATA .......................... x EXCHANGE RATE INFORMATION ......................................... xi GLOSSARY............................................................. xii SUMMARY ............................................................. 1 RISK FACTORS ......................................................... 19 USE OF PROCEEDS ...................................................... 41 CAPITALIZATION ....................................................... 42 SELECTED FINANCIAL DATA ............................................. 43 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ................................................ 47 INDUSTRY AND COMPETITION ............................................ 90 BUSINESS .............................................................. 97 SHAREHOLDERS ....................................................... 115 MANAGEMENT......................................................... 116 GENERAL INFORMATION ON THE ISSUER AND THE GUARANTORS ............ 121 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS .............. 124 DESCRIPTION OF OTHER INDEBTEDNESS .................................. 128 DESCRIPTION OF THE NOTES ............................................. 138 CERTAIN INSOLVENCY LAW CONSIDERATIONS AND LIMITATIONS ON THE VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND SECURITY INTERESTS ............................................................ 197 TAXATION ............................................................. 217 CERTAIN ERISA CONSIDERATIONS ........................................ 224 BOOK-ENTRY, DELIVERY AND FORM ...................................... 225 TRANSFER RESTRICTIONS ............................................... 228 PLAN OF DISTRIBUTION ................................................. 231 LEGAL MATTERS ....................................................... 236 AVAILABLE INFORMATION ............................................... 237 LISTING AND GENERAL INFORMATION .................................... 238 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS ..................... F-1 i NOTICE TO INVESTORS You should rely only on the information contained in this offering memorandum or in a document to which we have referred you. Neither we nor Deutsche Bank AG, London Branch, HSBC Bank plc or any of the other initial purchasers listed in the section ‘‘Plan of Distribution’’ (together the ‘‘Initial Purchasers’’) have authorized anyone to provide you with different information. Neither we nor the Initial Purchasers are making an offer of the Notes in any jurisdiction where such offer is not permitted. You should not assume that the information contained in this offering memorandum is accurate as of any date other than the date on the front of this offering memorandum. IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK AG, LONDON BRANCH (THE ‘‘STABILIZING MANAGER’’) (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY OVERALLOT 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 THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE ANY STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFERING 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. The Issuer has prepared this offering memorandum solely for use in connection with the proposed offering of the Notes and it may only
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