GTF Annual Report

July 29, 2014 ANNUAL REPORT OF GEO TRAVEL FINANCE S.C.A. PURSUANT TO SECTION 4.21(a)(6) OF THAT CERTAIN 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 THAT CERTAIN 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 “2019 TRUSTEE”) AND THE OTHER PARTIES LISTED THEREIN, GOVERNING THE ISSUER’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(a) under the Securities Act. In the European Economic Area (“EEA”), this document is directed only at persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) as amended, including by the 2010 PD Amending Directive (Directive 2010/73/EU), as and to the extent implemented in the relevant EEA member state, and any relevant implementing measure in the relevant member state (“Qualified Investors”). 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, as amended (the “Order”), or (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may lawfully be 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 ...................................................................................................................... 9 Forward-Looking Statements ...................................................................................................................................... 12 Selected Financial Information and Other Data ........................................................................................................... 14 Risk Factors ................................................................................................................................................................. 21 Management’s Discussion and Analysis of Our Financial Condition and Results of Operations ............................... 41 Industry Overview and Market Data ........................................................................................................................... 70 Business ....................................................................................................................................................................... 82 Management .............................................................................................................................................................. 112 Principal Shareholders ............................................................................................................................................... 120 Certain Relationships and Related Party Transactions .............................................................................................. 123 Description of Material Indebtedness ........................................................................................................................ 125 i USE OF CERTAIN DEFINITIONS In this Report, unless the context otherwise requires: • “2018 Notes” refers to the €325 million aggregate principal amount of Geo Debt Finance S.C.A.’s 7.500% Senior Notes due 2018 issued by Geo Debt Finance S.C.A. on January 31, 2013 under the 2018 Notes Indenture; • “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 Geo Debt Finance S.C.A., 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 €175 million aggregate principal amount of Geo Travel Finance S.C.A.’s 10.375% Senior Notes due 2019 issued by Geo Travel Finance S.C.A. on April 21, 2011 under the 2019 Notes Indenture; • “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 Geo Debt Finance S.C.A., 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; • “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 of Incorporation” refers to the articles of incorporation of eDreams ODIGEO, as amended from time to time; • “Axeurope” refers to Axeurope S.A., a public limited liability company ( société anonyme ) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 21, boulevard Grande Duchesse Charlotte, L-1331 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 159.139; • “Board of Directors” refers to the board of directors ( conseil d’administration ) of eDreams ODIGEO, as referred to in “Management—Management of the eDreams ODIGEO Group—Board of Directors”; • “BSP” refers to a billing and settlement plan; • “CAGR” refers to compound annual growth rate; • “charter flights” refers to flights on chartered aircraft offered on an ad-hoc basis; • “CGU” refers to cash generating units;

Load more