DUFRY FINANCE SCA US$500,000,000 5.500% Senior Notes Due 2020 Fully and Unconditionally Guaranteed by Dufry AG and Certain of Its Subsidiaries
OFFERING MEMORANDUM 21NOV200506072721 DUFRY FINANCE SCA US$500,000,000 5.500% Senior Notes due 2020 fully and unconditionally guaranteed by Dufry AG and certain of its subsidiaries Dufry Finance SCA, a partnership limited by shares (societ´ e´ en commandite par actions) organized and established under the laws of the Grand Duchy of Luxembourg (the ‘‘Issuer’’), acting by its general partner Dufry Finance I S.a` r.l., a private limited liability company (societ´ e´ a` responsabilite´ limitee´ ) organized and established under the laws of the Grand Duchy of Luxembourg, is offering US$500,000,000 principal amount of its 5.500% senior notes due 2020 (the ‘‘Notes’’). The Notes will be fully and unconditionally guaranteed (the ‘‘Guarantees’’) by the Issuer’s ultimate parent, Dufry AG (the ‘‘Parent Guarantor’’), a Swiss stock corporation with its corporate seat in Basel, and certain of the Parent Guarantor’s wholly-owned subsidiaries, comprising Dufry International AG, a Swiss stock corporation with its corporate seat in Basel, Dufry Holdings & Investments AG, a Swiss corporation with its corporate seat in Basel, and Hudson Group (HG), Inc., a Delaware corporation, (the ‘‘Subsidiary Guarantors,’’ and, together with the Parent Guarantor, the ‘‘Guarantors’’). Interest on the Notes will accrue from the original issue date of the Notes and will be payable semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2013. The Notes will mature on October 15, 2020 (the ‘‘Maturity Date’’), and upon surrender, will be repaid at 100% of the principal amount thereof together with any accrued and unpaid interest, if any.
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