July 29, 2016 ANNUAL REPORT of GEO TRAVEL
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July 29, 2016 ANNUAL REPORT OF GEO TRAVEL FINANCE S.C.A. PURSUANT TO SECTION 4.21(a)(6) OF THE INDENTURE DATED APRIL 21, 2011 AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME (THE “2019 NOTES INDENTURE”) AMONG GEO TRAVEL FINANCE S.C.A., DEUTSCHE TRUSTEE COMPANY LIMITED, AS TRUSTEE (THE “2019 TRUSTEE”) AND THE OTHER PARTIES LISTED THEREIN, GOVERNING GEO TRAVEL FINANCE S.C.A.’S 10.375% SENIOR NOTES DUE 2019 AND SECTION 4.21(a)(2) OF THE INDENTURE DATED JANUARY 31, 2013 AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME (THE “2018 NOTES INDENTURE”) AMONG GEO DEBT FINANCE S.C.A., GEO TRAVEL FINANCE S.C.A., DEUTSCHE TRUSTEE COMPANY LIMITED, AS TRUSTEE (THE “2018 TRUSTEE”) AND THE OTHER PARTIES LISTED THEREIN, GOVERNING GEO DEBT FINANCE S.C.A.’S 7.50% SENIOR NOTES DUE 2018 (THE “REPORT”). On our behalf, each of the 2018 Trustee and the 2019 Trustee is providing you with a copy of the Report in satisfaction of our obligation under Section 4.21(a)(6) of the 2019 Notes Indenture and Section 4.21(a)(2) of the 2018 Notes Indenture and to provide to holders of the Notes (as defined in the 2019 Notes Indenture and the 2018 Notes Indenture, collectively the “Indentures”) certain information regarding Geo Travel Finance S.C.A. and its subsidiaries, including but not limited to the audited consolidated financial statements of Geo Travel Finance S.C.A. This document does not constitute an offer or invitation to purchase or form part of an offer or invitation to purchase any securities, and neither this document nor anything contained herein shall form the basis of any contract or commitment whatsoever. The Notes and the Guarantees (as defined in the Indentures) referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States and may not be offered or sold in the United States unless registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. Neither this document nor any copy thereof may be taken or transmitted or distributed, directly or indirectly, into the United States or to a U.S. Person (as defined in Rule 902 of Regulation S under the Securities Act), other than to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. In the European Economic Area, this document is directed only at persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (“Qualified Investors”). The expression “Prospectus Directive” means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive) and includes any relevant implementing measure in each relevant member state, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. In the United Kingdom, this document is directed only at persons who are Qualified Investors and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or other persons to whom it may otherwise be lawfully communicated (together “Relevant Persons”). Under no circumstances should persons who are not Relevant Persons rely or act upon the contents of this document. Any investment or investment activity to which this document relates in the United Kingdom is available only to, and will be engaged only with, Relevant Persons. The attached document may not be forwarded or distributed and may not be reproduced in any manner whatsoever. Any forwarding, distribution or reproduction of the attached document in whole or in part is unauthorized. TABLE OF CONTENTS Page Use of Certain Definitions ............................................................................................................................................. 1 Presentation of Financial and Other Data ...................................................................................................................... 7 Forward-Looking Statements ...................................................................................................................................... 10 Selected Consolidated Financial Information and Other Data ..................................................................................... 12 Risk Factors ................................................................................................................................................................. 19 Management’s Discussion and Analysis ..................................................................................................................... 45 Industry ........................................................................................................................................................................ 71 Business ....................................................................................................................................................................... 83 Management .............................................................................................................................................................. 109 Principal Shareholders ............................................................................................................................................... 118 Certain Relationships and Related Party Transactions .............................................................................................. 120 Description of Other Indebtedness ............................................................................................................................ 122 i USE OF CERTAIN DEFINITIONS Unless otherwise specified or the context otherwise requires, in this Report: • “2013 Revolving Credit Facility” refers to the revolving credit facility agreement dated January 31, 2013 between, among others, the 2019 Notes Issuer, as the parent and obligor, certain of the 2019 Notes Issuer’s subsidiaries, as borrowers and guarantors, Credit Suisse International, Goldman Sachs International, Lloyds TSB Bank plc, Société Générale and UBS Limited as mandated lead arrangers, and Société Générale as agent and security agent, as amended and restated from time to time; • “2018 Notes” refers to the 7.50% Senior Secured Notes due 2018 issued by the 2018 Notes Issuer on January 31, 2013 under the indenture dated January 31, 2013, as amended and supplemented from time to time, by and among the 2018 Notes Issuer, as issuer, Deutsche Trustee Company Limited, as Trustee, and the other parties named therein; • “2018 Notes Indenture” refers to the indenture governing the 2018 Notes dated January 31, 2013, as amended and supplemented from time to time, by and among the 2018 Notes Issuer, as issuer, Deutsche Trustee Company Limited, as Trustee and the other parties named therein; • “2018 Notes Issuer” refers to Geo Debt Finance S.C.A., a partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 1, boulevard de la Foire, L-1528 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés de Luxembourg) under number B 172.797; • “2019 Notes” refers to the 10.375% Senior Notes due 2019 issued by the 2019 Notes Issuer on April 21, 2011 under the indenture dated April 21, 2011, as amended and supplemented from time to time, by and among the 2019 Notes Issuer, as issuer, Deutsche Trustee Company Limited, as Trustee, and the other parties named therein; • “2019 Notes Indenture” refers to the indenture governing the 2019 Notes dated April 21, 2011, as amended and supplemented from time to time, by and among the 2019 Notes Issuer, as issuer, Deutsche Trustee Company Limited, as Trustee and the other parties named therein; • “2019 Notes Issuer” refers to Geo Travel Finance S.C.A., a partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 1, boulevard de la Foire, L-1528 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de commerce et des sociétés de Luxembourg) under number B 159.022; • “AdWords” refers to Google’s advertising service for businesses wanting to display ads on Google and its advertising network; • “Affiliate” refers to any person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For purposes of this definition, “control”, as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by agreement or otherwise; • “Amadeus” refers to Amadeus IT Group, S.A.; • “ARC” refers to the Airlines Reporting Corporation, Arlington, Virginia; • “Ardian” refers to Ardian France S.A. (formerly known as AXA Investment Managers Private Equity Europe); • “Ardian Funds” refers to funds advised or managed by Ardian; • “Ardian Vehicles” refers to AXA LBO Fund IV FCPR, AXA LBO Fund IV Supplementary FCPR and AXA Co-Investment Fund III L.P.; • “Articles