FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

More documents

Recommendations

Info

(o) Change in Control. If a Change in Control shall have occurred. (B) Acceleration by a Majority. The Lenders, by Majority, shall have the right to (i) accelerate the due date for the repayment of the Loans and any accessories thereof, in which case the Borrower and the Co-Obligors shall be required to pay to all the Lenders any and all of the amounts outstanding under the Loans, including any accessories, or (ii) discontinue its obligation to disburse any amount otherwise available under the Loans, if any, in which case all the Commitments shall cease to be in effect, in each of the events set forth in (i) and (ii) above, upon written notice to the Borrower and the Co-Obligors, in any of the following Acceleration Events, without need for demand, resolution, court action or other notice of any nature whatsoever, which is hereby waived by the Borrower and the Co-Obligors: (a) Specific Defaults. If the Borrower or any Co-Obligor shall have incurred in default with any of its obligations under paragraphs (c)(ii), (i) or (l) of Article Eleven, or paragraph (f) of Article Twelve. (b) Other Defaults. If the Borrower or any of the Co-Obligors shall have incurred in default with its obligations under paragraph (j) of Article Eleven, and such default shall have remained uncured for a period of 30 (thirty) days from the earlier of (i) the date on which any Authorized Officer of the Borrower acquired knowledge of such default or (ii) the delivery of a notice of default by any Lender or Co-Obligor to the Borrower. (c) Exchange Controls. If any Governmental Authority shall have approved, issued or implemented any provision which limits or restricts, in a material adverse manner, the ability to convert Chilean pesos to Pesos (where necessary), or the ability of the Borrower or any Co-Obligor to make payments outside of Mexico or Chile. (C) Acceleration by a Special Majority. The Lenders, by Special Majority, shall have the right to (i) accelerate the due date for the repayment of the Loans and any accessories thereof, in which case the Borrower and the Co-Obligors shall be required to pay to all the Lenders any and all of the amounts outstanding under the Loans, including any accessories, or (ii) discontinue its obligation to disburse any amount otherwise available under the Loans, if any, in which case all the Commitments shall cease to be in effect, in each of the events set forth in (i) and (ii) above, upon written notice to the Borrower and the Co-Obligors, in any of the following Acceleration Events, without need for demand, resolution, court action or other notice of any nature whatsoever, which is hereby waived by the Borrower and the Co-Obligors: (a) Specific Defaults. If the Borrower or any Co-Obligor shall have incurred in default with any of its obligations pursuant to paragraphs (c)(iii), (c)(iv), (s) or (t) of Article Eleven. (b) Loss of Control of Fasa. If GCS shall have ceased to hold, directly or indirectly, the shares of Fasa acquired by it through Controladora Casa Saba, S.A. de C.V. in connection with the Acquisition, or shall have lost the Control of Fasa. ARTICLE FIFTEEN. Legality; Increased Costs. (a) If as a result of the amendment of any law, regulation, rule or other provision applicable to any Lender or office thereof responsible for managing and funding the Loans, or of any change in the interpretation of any of the above by any competent court or Governmental Authority, in each case subsequent to the date of execution of this Agreement, it shall become illegal for such Lender to make or maintain in effect the Loans, the Borrower, upon request of such Lender, shall immediately and without being subject to any penalty prepay to such Lender, directly, the outstanding amount of its Loans, together with any and all interest accrued thereby, any other amount payable in connection therewith, and the amount of any additional costs or expenses incurred by such Lender as a result of such prepayment. 32
(b) If as a result of the amendment of any law, regulation, rule or other provision applicable to any Lender or office thereof responsible for managing and funding the Loans (including, without limitation, as with respect to any capitalization, reserves or deposit requirement, ordinary or extraordinary contribution (payable to a Governmental Authority), taxes or other conditions applicable to such Lender, but excluding any provision as with respect to the income taxes or other similar taxes payable by such Lender (or by its successors, participants or assignees pursuant to Article Sixteen hereof) based on its total income or assets pursuant to the laws, regulations and other provisions applicable to such Lender), or of any change in the interpretation of any of the above by any competent court or Governmental Authority, in each case subsequent to the date of execution of this Agreement, the cost for such Lender of making or maintaining in effect the Loans shall have increased, or the amounts received or receivable by such Lender shall have decreased, the Borrower, upon request of such Lender, shall pay thereto, on the last day of the then current Interest Period or the date occurring 10 (ten) Business Days from the Lender’s request, whichever occurs later, any and all such reasonable and properly documented amounts as may be necessary to compensate such Lender for such cost increase or revenue decrease. The Lender’s request shall include a description of the reasons of such increased costs or reduced income, and all relevant calculations; provided, that absent any calculation error the determination made by such Lender shall be conclusive and binding upon the Borrower. (c) The Lenders hereby agree to make reasonable efforts to avoid incurring in any of the legal violations, cost increases or revenue decreases referred to in this Article Fifteen, including, exclusively and to the extent practicable, by reassigning the administration of the Loans to a different office, but provided that such reassignment does not involve a material cost for the relevant Lender. ARTICLE SIXTEEN. Discount; Assignment. (a) The Lenders shall be authorized to assign, grant participations in or otherwise negotiate all or any portion of the Loans granted by them pursuant to this Agreement or any Promissory Note (or their respective rights under the Loan Documents), including prior to the expiration of this Agreement or the maturity date of any Promissory Note, upon written notice to the Borrower, the other Lenders, the Mexican Collateral Agent and the Chilean Collateral Agent; provided, that (i) any such assignment or participation is made or granted in respect of at least Ps.10,000,000 (ten million Pesos) and multiples of Ps.5,000,000 (five million Pesos) in excess thereof, and (ii) in the event of any assignment, participation or negotiation prior to the occurrence of an Acceleration Event (but not thereafter, in which case any such assignment shall be subject to no restriction whatsoever), los Lenders shall only be entitled to assign, grant participations in or negotiate all or any portion of the Loans and any Promissory Note with (1) Mexican retail or specialty banking institutions, (2) banks organized and authorized to operate as such under the laws of Chile, (3) Mexican multiple purpose financial entities (sociedades financieras de objeto múltiple), (4) Mexican limited purpose financial entities (sociedades financieras de objeto limitado), (5) Mexican corporations or partnerships, of any nature whatsoever, controlled by any of the entities referred to in (1), (3) and (4) above, and (6) foreign financial institutions, of any nature whatsoever, registered with the Registry of Foreign Banks, Financing Entities, Pension Funds and Investment Funds (Registro de Bancos, Entidades de Financiamiento, Fondos de Pensiones y Jubilaciones y Fondos de Inversión del Extranjero) maintained by the Internal Revenue System. (b) The Borrower and each Co-Obligor hereby agree to exchange, at the request of the relevant Lender, any Promissory Note issued hereunder, following any assignment or participation by such Lender pursuant to this Article. Notwithstanding the above, the Borrower and the Co-Obligors shall not be required to make any such exchange except upon the surrender of the relevant Promissory Note. (c) No assignment or participation pursuant to this Article shall constitute a novation of the Loans made available hereunder. Following any such assignment or negotiation, the relevant assignee or participant shall be considered a “Lender” for purposes hereof and of the other Loan Documents. (d) Neither the Borrower nor any Co-Obligor may assign its rights or obligations hereunder or under the Promissory Notes or any of the other Loan Documents, except with the prior written consent of the Lenders, which consent shall not be unreasonably withheld; provided, that no reason to withhold such consent shall be deemed to exist if, following any such assignment, GCS and any direct or indirect Subsidiaries thereof representing more than 90% (ninety percent) of the total consolidated assets, sales and EBITDA of GCS (including, subsequent to the Acquisition, Fasa and its Subsidiaries) are the Borrower and Co-Obligors hereunder, and any present or future direct or indirect Subsidiary of GCS, representing 10% (ten percent) or more of GCS’ consolidated assets, sales and EBITDA, is the Borrower or a Co-Obligor hereunder. 33
Page 1 and 2:
UNITED STATES SECURITIES AND EXCHAN
Page 3 and 4:
TABLE OF CONTENTS PART I Item 1. Id
Page 5 and 6:
Table of Contents We caution you th
Page 7 and 8:
Table of Contents Year ended Decemb
Page 9 and 10:
Table of Contents To the extent tha
Page 11 and 12:
Table of Contents We Provide Remote
Page 13 and 14:
Table of Contents We Are a Holding
Page 15 and 16:
Table of Contents Today, the market
Page 17 and 18:
Table of Contents Any future deprec
Page 19 and 20:
Table of Contents Risk Factors Rela
Page 21 and 22:
Table of Contents In August 2009, A
Page 23 and 24:
Table of Contents In April of 2008,
Page 25 and 26:
Table of Contents The Acquisition h
Page 27 and 28:
Table of Contents On September 19,
Page 29 and 30:
Table of Contents On September 19,
Page 31 and 32:
Table of Contents At our annual gen
Page 33 and 34:
Table of Contents We distribute the
Page 35 and 36:
Table of Contents In our stores, we
Page 37 and 38:
Table of Contents Prior to 2008, th
Page 39 and 40:
Table of Contents In 2011, we conti
Page 41 and 42:
Table of Contents To better serve s
Page 43 and 44:
Table of Contents ● Mexsana talcu
Page 45 and 46:
Table of Contents Payments and Coll
Page 47 and 48:
Table of Contents Information Techn
Page 49 and 50:
Table of Contents In addition to th
Page 51 and 52:
Table of Contents (3) In Mexico, ph
Page 53 and 54:
Table of Contents (4) To calculate
Page 55 and 56:
Table of Contents We also offer our
Page 57 and 58:
Table of Contents The devaluation o
Page 59 and 60:
Table of Contents (****) Associates
Page 61 and 62:
Table of Contents In January 2009 w
Page 63 and 64:
Table of Contents In our Retail Pha
Page 65 and 66:
Table of Contents Inflation and Int
Page 67 and 68:
Table of Contents With the acquisit
Page 69 and 70:
Table of Contents Results of Operat
Page 71 and 72:
Table of Contents Net Income. The G
Page 73 and 74:
Table of Contents On March 25, 2010
Page 75 and 76:
Table of Contents Grupo Casa Saba i
Page 77 and 78:
Table of Contents In the event that
Page 79 and 80:
Table of Contents Grupo Casa Saba h
Page 81 and 82:
Table of Contents Prior to the noti
Page 83 and 84:
Property and equipment Our balance
Page 85 and 86:
Labor obligations Our labor liabili
Page 87 and 88:
Tax and legal contingencies We are
Page 89 and 90:
FRS C-4. “Inventories” (FRS C-4
Page 91 and 92:
Table of Contents As of the transit
Page 93 and 94:
Table of Contents Name and Date of
Page 95 and 96:
Table of Contents Employee Profit S
Page 97 and 98:
Table of Contents The Chairman of t
Page 99 and 100:
Table of Contents All related party
Page 101 and 102:
Table of Contents Significant Chang
Page 103 and 104:
Table of Contents The table below s
Page 105 and 106:
Table of Contents ● ● ● ● a
Page 107 and 108:
Table of Contents ● ● ● ●
Page 109 and 110:
Table of Contents Directors Under t
Page 111 and 112:
Table of Contents Forfeiture of Sha
Page 113 and 114:
Table of Contents We are organized
Page 115 and 116:
Table of Contents Ownership by non-
Page 117 and 118:
Table of Contents ● Gain on sales
Page 119 and 120:
Table of Contents We anticipate tha
Page 121 and 122:
Table of Contents As a foreign priv
Page 123 and 124:
Table of Contents Item 12. Item 12A
Page 125 and 126:
Table of Contents During the review
Page 127 and 128:
Table of Contents Since we are Mexi
Page 129 and 130:
Table of Contents PART III Item 17.
Page 131 and 132:
Table of Contents INDEX TO CONSOLID
Page 133 and 134:
Table of Contents REPORT OF INDEPEN
Page 135 and 136:
Table of Contents ATTESTATION REPOR
Page 137 and 138:
Table of Contents Grupo Casa Saba,
Page 139 and 140:
Table of Contents Grupo Casa Saba,
Page 141 and 142:
Table of Contents NOTES TO THE CONS
Page 143 and 144:
Table of Contents a) Through an ass
Page 145 and 146:
Table of Contents Proforma condense
Page 147 and 148:
Table of Contents 3. Significant ac
Page 149 and 150:
Table of Contents The errors accoun
Page 151 and 152:
Table of Contents Investments in as
Page 153 and 154:
Table of Contents Effective 2011, t
Page 155 and 156:
Table of Contents The Company recog
Page 157 and 158:
Table of Contents The Group has cre
Page 159 and 160:
Table of Contents In addition, the
Page 161 and 162:
Table of Contents Foreign currency
Page 163 and 164:
Table of Contents 8. Derivative fin
Page 165 and 166:
Table of Contents 10. Goodwill, int
Page 167 and 168:
Table of Contents At December 31, 2
Page 169 and 170:
Table of Contents On January 25 and
Page 171 and 172:
Table of Contents 13. Other payable
Page 173 and 174:
Table of Contents 15. Foreign curre
Page 175 and 176:
Table of Contents On December 18, 2
Page 177 and 178:
Table of Contents c) Tax loss carry
Page 179 and 180:
Table of Contents All significant t
Page 181 and 182: Table of Contents On December 7, 20
Page 183 and 184: Table of Contents ● ● For real
Page 185 and 186: Table of Contents 22. Differences b
Page 187 and 188: Table of Contents ii) For Mexican F
Page 189 and 190: Table of Contents At December 31, 2
Page 191 and 192: Table of Contents 23. Reconciliatio
Page 193 and 194: Table of Contents 24. Supplementary
Page 195 and 196: Table of Contents g) Quantitative a
Page 197 and 198: Table of Contents ● In October 20
Page 199 and 200: Table of Contents Page Representati
Page 201 and 202: CREDIT AGREEMENT (THIS “AGREEMENT
Page 203 and 204: (k) To the best of its knowledge, F
Page 205 and 206: (aa) Any and all funds used by it t
Page 207 and 208: “Authorized Officer” shall mean
Page 209 and 210: “Drawdown” shall mean each draw
Page 211 and 212: “Interest Payment Date” has the
Page 213 and 214: “Share Pledge Agreement” shall
Page 215 and 216: (g) The Lenders shall credit the am
Page 217 and 218: (e) If the Borrower defaults with a
Page 219 and 220: (iii) concurrently with the deliver
Page 221 and 222: (j) Maintenance of Property. The Bo
Page 223 and 224: (ii) To the extent permitted by the
Page 225 and 226: (ii) date thereof; Liens imposed by
Page 227 and 228: ARTICLE THIRTEEN. Conditions Preced
Page 229 and 230: (xxii) neither the execution of the
Page 231: (i) Insolvency. (i) If the Borrower
Page 235 and 236: (B) The Chilean Collateral Agent. (
Page 237 and 238: (iii) Neither the Chilean Collatera
Page 239 and 240: (h) Effective Term. Unless revoked
Page 241 and 242: (c) effective. Absent written notic
Page 243 and 244: This Credit Agreement is executed i
Page 245 and 246: The Chilean Collateral Agent: HSBC
Page 247 and 248: (c) If the Central Bank of Mexico s
Page 249 and 250: Joint and Several Obligations. (a)
Page 251 and 252: (k) Material Adverse Effect. If the
Page 253 and 254: Exhibit 4.3 SUMMARY OF THE IRREVOCA
Page 255 and 256: (6) defend, at its own cost and exp
Page 257 and 258: (5) the balance remaining after the
Page 259 and 260: In addition, articles Three, Four a
Page 261 and 262: (j) deliver, within five (5) days f
Page 263 and 264: Governing Law and Jurisdiction. Thi
Page 265 and 266: Servicios Corporativos Doctorgen, S
Page 267 and 268: Exhibit 12.2 CERTIFICATION I, Juan
show all

FORM 20-F Grupo Casa Saba, S.A.B. de C.V.

Create successful ePaper yourself

Delete template?

Save as template?