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Twist Beauty S.A R.L. & Partners S.C.A. Form F-1 Filed 2014-07-02

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Twist Beauty S.A R.L. & Partners S.C.A. Form F-1 Filed 2014-07-02 SECURITIES AND EXCHANGE COMMISSION FORM F-1 Registration statement for securities of certain foreign private issuers Filing Date: 2014-07-02 SEC Accession No. 0001047469-14-006000 (HTML Version on secdatabase.com) FILER Twist Beauty S.a r.l. & Partners S.C.A. Mailing Address Business Address 5, RUE GUILLAUME KROLL 5, RUE GUILLAUME KROLL CIK:1611892| IRS No.: 000000000 | State of Incorp.:N4 | Fiscal Year End: 1231 LUXEMBOURG N4 L-1882 LUXEMBOURG N4 L-1882 Type: F-1 | Act: 33 | File No.: 333-197217 | Film No.: 14957504 352 26 34 03 21 Copyright © 2014 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Notes to the consolidated financial statements Rexam Cosmetics Notes to the 2012 Combined Financial Statements In thousands of USD Table of Contents As filed with the Securities and Exchange Commission on July 2, 2014 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Twist Beauty S.à r.l. & Partners S.C.A.* (Exact name of registrant as specified in its charter) Grand Duchy of Luxembourg 3089 N/A (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 5, rue Guillaume Kroll L-1882 Luxembourg Grand Duchy of Luxembourg +352 26 34 03 21 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Albéa Beauty Solutions USA, LLC 595 Madison Avenue 10th Floor New York, New York 10022 +1 (212) 371-5100 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications, including communications sent to agent for service, should be sent to: Marc D. Jaffe, Esq. Joshua N. Korff, Esq. William R. Burke, Esq. Ian D. Schuman, Esq. Kirkland & Ellis LLP Kirkland & Ellis International LLP Stelios G. Saffos, Esq. 601 Lexington Avenue 30 St Mary Axe Latham & Watkins LLP New York, New York 10022 London EC3A 8AF 885 Third Avenue +1 (212) 446-4800 +44 20 7469 2000 New York, New York 10022 +1 (212) 906-1281 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o CALCULATION OF REGISTRATION FEE Proposed Maximum Amount of Title of Each Class of Securities to be Registered Aggregate Offering Registration Fee(2) Price(1)(2) Ordinary shares, nominal value $1.00 per ordinary share $150,000,000 $19,320 (1) Includes ordinary shares that the underwriters may purchase pursuant to the option to purchase additional shares. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act, as amended. * Prior to the completion of this offering, Twist Beauty S.à r.l. & Partners S.C.A. will convert into a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg and will be named Albéa S.A. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities nor is it soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted. Subject to Completion, dated July 2, 2014 PROSPECTUS Ordinary Shares Albéa S.A. This is an initial public offering of ordinary shares of Albéa S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg. We are offering ordinary shares and the selling shareholders identified in this prospectus are offering an additional ordinary shares. We will not receive any proceeds from the sale of the ordinary shares offered by the selling shareholders. Prior to this offering, there has been no public market for our ordinary shares. The initial public offering price of our ordinary shares is expected to be between $ and $ per ordinary share. We plan to file an application to list our ordinary shares on the under the symbol " ." Investing in our ordinary shares involves risks. See "Risk Factors" beginning on page 19 of this prospectus. Price $ per Ordinary Share Per Ordinary Share Total Public offering price $ $ Underwriting discounts and commissions $ $ Proceeds, before expenses, to the selling shareholders $ $ Proceeds, before expenses, to us $ $ The underwriters have a 30-day option to purchase up to additional ordinary shares from us and up to additional ordinary shares from our selling shareholders at the same terms set forth above. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ordinary shares against payment in New York, New York on or about , 2014. BofA Merrill Lynch J.P. Morgan Goldman, Sachs & Co. Baird Barclays BMO Capital Markets , 2014. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1 RISK FACTORS 19 FORWARD-LOOKING STATEMENTS 41 USE OF PROCEEDS 43 DIVIDEND POLICY 44 CAPITALIZATION 45 DILUTION 47 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA 49 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 55 OF OPERATIONS INDUSTRY OVERVIEW 85 BUSINESS 89 MANAGEMENT 110 PRINCIPAL AND SELLING SHAREHOLDERS 118 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 121 DESCRIPTION OF SHARE CAPITAL 126 COMPARISON OF SHAREHOLDER RIGHTS 136 ENFORCEMENT OF CIVIL LIABILITIES 151 DESCRIPTION OF CERTAIN INDEBTEDNESS 152 SHARES ELIGIBLE FOR FUTURE SALE 159 MATERIAL TAX CONSIDERATIONS 161 UNDERWRITING 172 EXPENSES RELATED TO THIS OFFERING 180 LEGAL MATTERS 181 EXPERTS 182 WHERE YOU CAN FIND MORE INFORMATION 183 INDEX TO FINANCIAL STATEMENTS F-1 We, the selling shareholders and the underwriters have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus prepared by or on our behalf or to which we have referred you. We, the selling shareholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others might give you. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the selling shareholders are, and the underwriters and their affiliates are not, offering to sell, or seeking offers to buy, these securities in any jurisdiction where their offer or sale is not permitted. This document may only be used where it is legal to sell these securities. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of when this prospectus is delivered or when any particular sale of the ordinary shares occurs. Our business, financial condition, results of operations and prospects may have changed since that date. The laws of certain jurisdictions may restrict the distribution of this prospectus and the offer and sale of the ordinary shares. Persons into whose possession this prospectus or any ordinary shares may come must inform themselves about, and observe, any such restrictions on the distribution of this prospectus and the offer and sale of the ordinary shares. In particular there are restrictions on the distribution of this prospectus and the offer or sale of the ordinary shares in the United States, the European Economic Area, the United Kingdom, Singapore, Hong Kong, Japan, Dubai International Finance Centre, Australia and Switzerland. Neither we nor our representatives or any of the underwriters are making any representation to any offeree or any purchaser of the ordinary shares regarding the legality of any investment in the ordinary shares by such offeree or purchaser under i Copyright © 2013 www.secdatabase.com.
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