LISTING PARTICULARS Dated 14 October 2013 CEDC FINANCE CORPORATION INTERNATIONAL, INC
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LISTING PARTICULARS Dated 14 October 2013 CEDC FINANCE CORPORATION INTERNATIONAL, INC. U.S.$465,000,000 Senior Secured Notes due 2018 U.S.$200,000,000 Convertible Secured PIK Toggle Notes due 2018 Unconditionally an irrevocably guaranteed by Central European Distribution Corporation Bols Hungary Kft. Bravo Premium LLC CEDC Finance Corporation, LLC CEDC International Sp. z o.o. Jelegat Holdings Limited JSC “Distillery Topaz” JSC “Russian Alcohol Group” Latchey Limited Limited Liability Company “The Trading House Russian Alcohol” Lion/Rally Lux 1 S.A. Lion/Rally Lux 2 S.à.r.l. Lion/Rally Lux 3 S.à.r.l. Mid-Russian Distilleries OOO “First Tula Distilleries” OOO “Glavspirttirest” Pasalba Limited PWW Sp. z o.o. Sibirsky LVZ (together, the “Guarantors”) CEDC Finance Corporation International, Inc (the “Issuer”) a corporation organised under the laws of the State of Delaware of the United States, issued its 9.125% Senior Secured Notes due 2016 on December 2, 2009 (the “9.125% Existing 2016 Notes”) and its 8.875% Senior Secured Notes due 2016 on December 2, 2009 (the “8.875% Existing 2016 Notes” and, together with the 9.125% Existing 2016 Notes, the “Existing 2016 Notes”). The Existing 2016 Notes were admitted to trading on the Global Exchange Market of the Irish Stock Exchange Limited (the “Irish Stock Exchange”) but were delisted with effect from June 5, 2013. The Issuer is an indirect wholly owned subsidiary of Central European Distribution Corporation (the “Company” and together with its subsidiaries (including the Issuer), the “Group”) By an offering memorandum dated March 8, 2013 attached hereto as Annex I (the “Prospectus”) as supplemented by a supplement to the Prospectus dated March 18, 2013 attached hereto as Annex II (the “Supplement” and, together with the Prospectus, the “Annexed Documents”), the Issuer solicited votes to a prepackaged plan of reorganization (the “Plan of Reorganization”), pursuant to which, upon approval, holders of Existing 2016 Notes would receive (i) cash consideration and/or (ii) new Senior Secured Notes due 2018 and new Convertible Secured PIK Toggle Notes due 2018 following the cancellation of the Existing 2016 Notes. Following approval of the Plan of Reorganization, on June 19, 2013, holders of Existing 2016 Notes received U.S.$ 465,000,000 aggregate principal amount of Senior Secured Notes due 2018 (the “New Secured Notes”) and U.S.$200,000,000 aggregate principal amount of Convertible Secured PIK Toggle Notes due 2018 (the “New Convertible Secured Notes” and, together with the New Secured Notes, the “Notes”). Pursuant to the Prospectus, the Issuer also offered to exchange (the “Exchange Offer”) the Existing 2016 Notes for the same consideration offered in connection with the Plan of Reorganization (i.e., cash consideration and Notes). The Exchange Offer was terminated on April 4, 2013 This document supplements, and should be read in conjunction with the Prospectus and the Supplement all of which together constitute the listing particulars (the “Listing Particulars”) in respect of the admission of the Notes to the Official List and to trading on the Global Exchange Market of the Irish Stock Exchange. Where there is any conflict between the terms of this document and the Prospectus and the Supplement, this document will supersede the Prospectus and the Supplement. Capitalised terms used in this document and not defined herein shall have the meanings ascribed to them in the Prospectus and/or the Supplement. All references in these Listing Particulars to “U.S.$” or to “dollars” refer to U.S. dollars. Application has been made to the Irish Stock Exchange for the approval of this document, including the Annexed Documents, as Listing Particulars. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and to trading on the Global Exchange Market. The Global Exchange Market is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC as amended (the “MiFID Directive”). No assurance can be given that such an application to admit the Notes will be successful or that the listing, if granted, will be maintained. The Issuer accepts responsibility for the information contained in these Listing Particulars. To the best of the knowledge and belief of the Issuer the information contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. - 2 - TABLE OF CONTENTS 1. SUMMARY .................................................................................................................................... 4 2. DESCRIPTION OF THE ISSUER .............................................................................................. 8 3. DESCRIPTION OF THE COMPANY...................................................................................... 10 4. DESCRIPTION OF THE GROUP ............................................................................................ 13 5. DESCRIPTION OF THE GUARANTORS AND THE GUARANTEES............................... 15 6. CAPITALIZATION .................................................................................................................... 18 7. RISK FACTORS.......................................................................................................................... 19 8. PURCHASE AND SALE ............................................................................................................ 20 9. GENERAL INFORMATION ..................................................................................................... 21 ANNEX I.................................................................................................................................................... 23 ANNEX II .................................................................................................................................................. 24 DIRECTORY ............................................................................................................................................ 25 - 3 - 1. SUMMARY DESCRIPTION OF THE NOTES General The New Secured Notes were issued on June 19, 2013 under an indenture dated June 5, 2013 between the Issuer, the Guarantors, U.S. Bank National Association (as Trustee), Deutsche Bank Trust Company Americas (as Principal Paying Agent, Transfer Agent and Registrar), Deutsche Bank AG, London Branch (as Polish Security Agent) and TMF Trustee Limited (as Security Agent) (the “New Secured Notes Indenture”). The New Convertible Secured Notes were issued on June 19, 2013 under an indenture dated June 5, 2013 between the Issuer, the Guarantors, U.S. Bank National Association (as Trustee), Deutsche Bank Trust Company Americas (as Principal Paying Agent, Transfer Agent and Registrar), Deutsche Bank AG, London Branch (as Polish Security Agent) and TMF Trustee Limited (as Security Agent) (the “New Convertible Secured Notes Indenture” and, together with the New Secured Notes Indenture, the “Indentures”). The terms of the Notes are summarised in the Annexed Documents. Such summaries are subject to, and are qualified in their entirety by reference to, the terms and conditions of the Notes and the Indentures, including the definitions therein of certain terms. Interest on the New Secured Notes and the New Convertible Secured Notes is to be paid out annually on April 30 and October 31, with the last interest payment to occur on April 30, 2018. Repayment of the principal for both sets of notes is set to take place on April 30, 2018. Governing Law The Notes and the Indentures are governed by and will be construed in accordance with the law of the State of New York. DESCRIPTION OF COMMON STOCK The following information replaces the information included under the caption “Description of Common Stock—Authorized Stock” and “Description of Common Stock—Common Stock” on page 177 of the Prospectus: Authorized Stock CEDC’s Certificate of Incorporation authorizes the issuance of 100,000 shares of capital stock, consisting of 90,000 shares of common stock, par value $0.001 per share, and 10,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), of which 10,000 shares of common stock, which are fully paid and held in the form of registered certificates, and no shares of preferred stock were issued and outstanding as of the date of these Listing Particulars. Common Stock The holders of common stock have the same rights, preferences, privileges, interests and attributes and are subject to the same limitations as every other holder of common stock, subject to the limitations in CEDC’s Certificate of Incorporation. Subject to the voting limitations described in the next paragraph, at each annual or special meeting of stockholders, each holder of common stock shall be entitled to one vote in person or by proxy for each share of common stock standing in such person’s name on the stock transfer records in connection with all actions submitted to a vote of stockholders. CEDC’s Certificate of Incorporation does not provide for cumulative voting, and accordingly, the holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors. CEDC’s Certificate of Incorporation provides that whenever - 4 - there is paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common