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
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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. The Notes are redeemable prior to maturity, in whole or in part, at any time and from time to time at our option at a redemption price calculated as set forth under ‘‘Description of Notes—Optional Redemption.’’ The Notes will be issued in registered form in denominations of $200,000 and integral multiples of $1,000 in excess thereof. The Notes will be represented by global notes registered in the name of a nominee of The Depository Trust Company (‘‘DTC’’). Beneficial interests in the global notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. Except as described herein, Notes in definitive form will not be issued. See ‘‘Description of Notes.’’ The Notes and the Guarantees will be direct, unsecured and unsubordinated obligations of the Issuer and the Guarantors, respectively, and will rank equally in right of payment with all other existing and future direct, unsecured and unsubordinated obligations (except those obligations required to be preferred by law) of the Issuer and the Guarantors, respectively, and will be structurally subordinated to all existing and future obligations of the Parent Guarantor’s subsidiaries other than the Issuer and the Subsidiary Guarantors. Application has been made to the Irish Stock Exchange (the ‘‘ISE’’) for the approval of this document as ‘‘Listing Particulars.’’ Application has been made to the ISE for the Notes to be admitted to the official list and to trading on the Global Exchange Market (the ‘‘GEM’’) of the ISE. The GEM is not a regulated market for the purposes of Directive 2004/39/EC. This Offering Memorandum constitutes listing particulars for admission to trading on GEM. Investing in the Notes involves risks. See ‘‘Risk Factors’’ beginning on page 16. The Notes and the Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), or any state securities laws and are being offered and sold only to ‘‘qualified institutional buyers’’ (‘‘QIBs’’), as defined in Rule 144A under the Securities Act (‘‘Rule 144A’’), in accordance with Rule 144A and outside the United States to persons other than U.S. persons as defined in and in reliance on Regulation S under the Securities Act. For a description of certain restrictions on transfers of the Notes, see ‘‘Plan of Distribution’’ and ‘‘Notice to Investors.’’ Price for the Notes: 100.0 percent plus accrued interest, if any, from October 26, 2012 It is expected that delivery of beneficial interests in the Notes will be made through the facilities of DTC and its participants, including Euroclear Bank, S.A./N.V. as operator of the Euroclear System (‘‘Euroclear’’), and Clearstream Banking, societ´ e´ anonyme, Luxembourg (‘‘Clearstream’’), on or about October 26, 2012, against payment therefor in immediately available funds. Joint Global Coordinators and Bookrunners Credit Suisse BofA Merrill Lynch Joint Bookrunners RBS BBVA, Credit Agricole CIB, Goldman, Sachs & Co., HSBC, ING, Morgan Stanley, Raiffeisen Bank International AG, Santander, UBS Investment Bank, UniCredit Bank The date of this Offering Memorandum is November 28, 2012 TABLE OF CONTENTS Page Page NOTICE TO NEW HAMPSHIRE RESIDENTS . iii OUR INDUSTRY .................... 54 PRESENTATION OF FINANCIAL AND OTHER BUSINESS ........................ 62 DATA ......................... v MANAGEMENT ..................... 81 CURRENCY AND EXCHANGE RATES ..... vi CERTAIN RELATIONSHIPS AND RELATED INDUSTRY AND MARKET DATA ........ vii PARTY TRANSACTIONS ............. 86 WHERE YOU CAN FIND MORE SIGNIFICANT SHAREHOLDERS .......... 87 INFORMATION ................... vii DESCRIPTION OF OTHER INDEBTEDNESS .. 88 FORWARD-LOOKING STATEMENTS ....... viii DESCRIPTION OF NOTES .............. 91 SUMMARY ........................ 1 CERTAIN TAXATION CONSIDERATIONS ... 140 SUMMARY HISTORICAL CONSOLIDATED PLAN OF DISTRIBUTION .............. 148 FINANCIAL AND OTHER DATA ....... 12 NOTICE TO INVESTORS ............... 151 RISK FACTORS .................... 16 LEGAL MATTERS ................... 154 USE OF PROCEEDS .................. 30 INDEPENDENT AUDITORS ............. 154 CAPITALIZATION ................... 31 ENFORCEMENT OF CIVIL LIABILITIES .... 154 SELECTED HISTORICAL CONSOLIDATED GENERAL INFORMATION ............. 156 FINANCIAL AND OTHER DATA ....... 33 INDEX TO FINANCIAL INFORMATION ..... F-1 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ....... 36 In this Offering Memorandum, except as otherwise indicated, the words ‘‘Dufry,’’ ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ ‘‘Group,’’ the ‘‘Company’’ and ‘‘ours’’ refer to Dufry AG, a Swiss stock corporation, and its consolidated subsidiaries, including the Issuer and the Subsidiary Guarantors, unless context otherwise requires. All references to the ‘‘Issuer’’ are to Dufry Finance SCA, a partnership limited by shares (soci´et´e en commandite par actions) incorporated under the laws of the Grand Duchy of Luxembourg (‘‘Luxembourg’’), which is an indirect, wholly owned subsidiary of the Company. This Offering Memorandum has been prepared by us solely for use in connection with the offering of the Notes. Its use for any other purpose is not authorized. This Offering Memorandum is personal to the offeree to whom it has been delivered by the Initial Purchasers and does not constitute an offer to any other person or to the public generally. Distribution of this Offering Memorandum to any person other than the offeree and any person retained to advise such offeree is unauthorized and any disclosure of the contents of this Offering Memorandum without our prior written consent is prohibited. By accepting delivery of this Offering Memorandum, you agree to the foregoing and to make no photocopies of this Offering Memorandum or any documents referred to herein. We have not authorized anyone to provide any information other than that contained in this Offering Memorandum or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This Offering Memorandum may only be used where it is legal to sell these securities. The information in this Offering Memorandum may only be accurate as of the date of this document. Notwithstanding the foregoing, effective from the date of commencement of discussions concerning the offering, you and each of your employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the offering and all materials of any kind, including opinions or other tax analyses, that we have provided to you relating to such tax treatment and tax structure. However, the foregoing does not constitute an authorization to disclose the identity of Dufry AG or its affiliates, agents or advisers, or, except to the extent relating to such tax structure or tax treatment, any specific pricing terms or commercial or financial information. Upon receiving this Offering Memorandum, you acknowledge that (1) you have been afforded an opportunity to request from us, and to review, all additional information considered by you to be necessary to verify the accuracy of, or to supplement, the information contained herein, (2) you have not relied on the Initial Purchasers or any person affiliated with the Initial Purchasers in connection with any investigation of the accuracy of such information or your investment decision, and (3) we have not authorized any person to deliver any information different from that contained in this Offering Memorandum. The offering is being made on the basis of this Offering Memorandum. Any decision to purchase the Notes in the offering must be based on the information contained in this document. In making an investment decision, investors must rely on their own examination of Dufry AG