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Filed Pursuant to Rule 424(b)(1)
Registration File No. 333-168190

PROSPECTUS

Reddy Ice Corporation

Offers to Exchange

        $300,000,000 aggregate principal amount of its 11.25% Senior Secured Notes due 2015 (the "new first lien notes") and $139,407,000 aggregate principal amount of its 13.25% Senior Secured Notes due 2015 (the "new second lien notes" and together with the new first lien notes, the "new notes"), each of which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of its outstanding 11.25% Senior Secured Notes due 2015 (the "old first lien notes") and 13.25% Senior Secured Notes due 2015 (the "old second lien notes" and together with the old first lien notes, the "old notes"), respectively (such transactions, the "exchange offers").

        We are conducting the exchange offers in order to provide you with an opportunity to exchange your unregistered notes for freely tradable notes that have been registered under the Securities Act.

        In this prospectus we sometimes refer to the old notes and the new notes collectively as the "notes."

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The terms of the new notes are substantially identical to the terms of the old notes, except that we have registered the new notes with the Securities and Exchange Commission, which we refer to as the SEC. Because we have registered the new notes, they will not be subject to certain transfer restrictions and will not be entitled to registration rights.



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All old notes that are validly tendered and not validly withdrawn will be exchanged.



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Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offers.



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The exchange offers expire at 5:00 p.m., New York City time, on August 30, 2010, unless extended by us.



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We will not receive any cash proceeds from the exchange offers.



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The exchange of old notes for new notes will not be a taxable event for U.S. federal income tax purposes.



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Holders of old notes do not have any appraisal or dissenters' rights in connection with the exchange offers.



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Old notes not exchanged in the exchange offers will remain outstanding and be entitled to the benefits of the indentures, but, except under certain circumstances, will have no further exchange or registration rights under the registration rights agreements discussed in this prospectus.



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The new notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. The new notes will not be listed on a national securities exchange.

        See "Risk factors" beginning on page 18 for a discussion of certain risks that you should consider in connection with the exchange offers.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 2, 2010.

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        You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with any other information. If you receive any other information, you should not rely on it.

        We are offering to sell the notes only in places where offers and sales are permitted.

        You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.

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Industry and market data

        Certain market and industry data included in this prospectus has been obtained from third party sources that we believe to be reliable. Market estimates are calculated by using third-party forecasts we have commissioned in conjunction with our assumptions about our markets. We cannot assure you of the accuracy or completeness of such third party information. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors.

Statements regarding forward-looking information

        This prospectus contains forward-looking statements reflecting management's current forecast of certain aspects of our future. It is based on current information that we have assessed but which by its nature is dynamic and subject to rapid and even abrupt changes. Forward looking statements include statements regarding future operating results, liquidity, capital expenditures, product development and enhancements, numbers of personnel, strategic relationships with third parties, and strategy. The forward-looking statements are generally accompanied by words such as "plan", "estimate", "expect",

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"intend", "believe", "should", "would", "could", "anticipate" or other words that convey uncertainty of future events or outcomes. Our actual results could differ materially from those stated or implied by our forward-looking statements due to risks and uncertainties associated with our business. These risks are described throughout this prospectus, which you should read carefully. We would particularly refer you to the section of this prospectus titled "Risk factors" for an extended discussion of the risks confronting our business. The forward-looking statements in this prospectus should be considered in the context of these risk factors. We disclaim any obligation to update information contained in any forward-looking statement. Such forward-looking statements, risks and uncertainties include, but are not limited to:

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general economic trends and seasonality;



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weather conditions;



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our substantial leverage and ability to service our debt;



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the restrictive covenants and financial covenants under our indebtedness;



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the availability of capital sources;



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fluctuations in our operating costs, including in the prices of electricity, fuel, polyethylene and other required expenses;



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competitive practices in the industry in which we compete;



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changes in labor conditions;



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our capital expenditure requirements;



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the risks associated with acquisitions and the failure to integrate acquired businesses;



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technological changes and innovations;



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the costs and effects of legal and administrative proceedings, settlements, investigations and claims;



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legislative or regulatory requirements; and



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the other factors described below under "Risk factors."

        Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

Where you can find additional information

        This prospectus, which is part of the registration statement, does not contain all of the information included in the registration statement, and you should refer to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are summaries of the material terms of these contracts and documents but may not describe all of their terms, and where such contract or other document is an exhibit to the registration statement we encourage you to refer to such additional information.

        Reddy Ice Holdings, Inc. ("Reddy Holdings") files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any such document at the SEC's public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Reddy Holdings' SEC filings are also available to the public

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from the SEC's website at www.sec.gov or from our website at www.reddyice.com. However, the information on our website and the SEC's website does not constitute a part of this prospectus.

        OUR REPORTS AND OTHER INFORMATION THAT WE HAVE FILED, OR MAY IN THE FUTURE FILE, WITH THE SEC ARE NOT INCORPORATED INTO AND DO NOT CONSTITUTE PART OF THIS PROSPECTUS. You may request a copy of these filings at no cost, by writing or telephoning us at:

Reddy Ice Holdings, Inc.
8750 North Central Expressway
Suite 1800
Dallas, Texas 75231
Attention: Corporate Secretary
Phone: (214) 526-6740

        If at any time during the two-year period following the date of original issue of the notes we are not subject to the information requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we will furnish to holders of notes and prospective purchasers thereof the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act in order to permit compliance with Rule 144A in connection with resales of such notes.

        You should rely only upon the information provided in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus.

Presentation of financial and other information

        We report our financial statements in U.S. dollars and prepare our consolidated financial statements in accordance with GAAP. In this prospectus, except where otherwise indicated, all references to "$", "dollars" or "U.S. dollars" are to the lawful currency of the United States.

        We own or have rights to various trademarks used in our business. We do not intend our use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

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Summary

        This summary highlights information contained elsewhere in this prospectus. This summary is not complete and may not contain all of the information that you should consider before investing in the notes. You should read the entire prospectus. This prospectus contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in "Risk factors" and elsewhere in this prospectus. Unless otherwise indicated or the context otherwise requires, references in this prospectus to "Reddy Ice," "Reddy Corp," "we," "us," "our," "the Issuer" or "the Company" refer to Reddy Ice Corporation. Throughout this prospectus, unless otherwise indicated or the context otherwise requires, all financial statements and other financial data are those of Reddy Holdings and its consolidated subsidiary.

Our company

Overview

        We are the largest manufacturer and distributor of packaged ice in the United States. We serve a variety of customers in 33 states and the District of Columbia under the Reddy Ice® brand name. Our principal product is ice packaged in 6 to 50 pound bags, which we sell to a highly diversified customer base, including supermarkets, mass merchants and convenience stores. For the year ended December 31, 2009, we sold approximately 1.6 million tons of ice. Our products are primarily sold throughout the southern United States (the "Sun Belt"), one of the most attractive regions in the country for packaged ice sales due to warm weather, extended peak selling seasons and historically favorable population growth patterns. No other manufacturer and distributor of packaged ice in the United States has the geographic presence, infrastructure or capacity necessary to meet the multi-state demands of customers in our markets. Our business is characterized by attractive margins and modest annual maintenance capital expenditure requirements, which generate strong free cash flow. For the year ended December 31, 2009, we had revenues and net income of $312.3 million and $4.2 million, respectively. For the three months ended March 31, 2010, we had revenues and a net loss of $35.9 million and $22.6 million, respectively.

        We market our ice products to satisfy a broad range of customers, primarily under the Reddy Ice brand name. We produce ice in cube, half-moon, cylindrical and crushed forms (collectively referred to as "cubed ice") as well as block forms. Our primary ice product is cubed ice packaged in ten pound bags, which we sell principally to convenience stores and supermarkets. We also sell cubed ice in assorted bag sizes ranging from 6 to 50 pounds to restaurants, bars, sporting and other special events, airlines, vendors, caterers, and public and private disaster relief organizations and block ice in 10-, 25- and 300-pound sizes to commercial, agricultural and industrial users. The majority of our sales are direct to supermarket chains, convenience stores, mass merchants and other commercial customers. In addition, a portion of our products is sold through distributors who deliver ice to our customers on our behalf and who resell ice to their own customers. We also contract with ice manufacturers outside our geographic footprint to produce and deliver ice to our customers on our behalf.

        We have built a strong customer base by providing a high level of service and quality at competitive prices utilizing our extensive network of ice manufacturing plants, distribution centers and our proprietary in-store bagging equipment ("ISB"), which we call The Ice Factory®. Our Ice Factory machines are located in high volume locations and produce, package and store ice through an automated, self-contained process that significantly reduces our distribution and delivery costs. We have a diverse customer base and long-standing relationships with our customers across all major retail channels as evidenced by our high retention rates with prominent supermarkets, mass merchants and convenience stores such as Albertson's, Circle-K, ExxonMobil, Food Lion, Kroger, Safeway, 7-Eleven and Wal-Mart. In addition, we are focused on expanding our non-retail sales channels, including sales to construction, airline, sporting and other special events and agricultural customers. Our largest

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customer, Wal-Mart and Sam's Club on a combined basis, accounted for approximately 14% of our revenue in 2009. Most of our major customers, including all of our top twenty retail ice customers in terms of revenues, have purchased ice from us and our predecessor companies for over a decade. Within our markets, we supply substantially all of the packaged ice to most of our top twenty retail ice customers. The percentages both of our total revenues derived from and also our volume sold to national and regional convenience and grocery store chains have grown over the last several years as each of these retail channels has consolidated. We have benefited from supplying these national and regional retailers as many of these customers have grown at rates in excess of industry averages.

        At March 31, 2010, we owned or operated 55 ice manufacturing facilities, 70 distribution centers and approximately 3,500 ISB machines. As of the same date, we had an aggregate daily ice manufacturing capacity of approximately 18,000 tons.

Industry overview

        We estimate that the annual wholesale market demand for packaged ice in the United States and Canada, including packaged ice resold through retail channels and packaged ice utilized in non-retail applications, is approximately $2.3 billion. This market is serviced by manufacturers such as ourselves, ice vendors and in-house production, primarily by small retail operations and, to a lesser extent, by large retailers. The packaged ice industry is highly fragmented and includes us, one other multi-regional operator, one multi-state operator and numerous local and regional companies of varying size and resources, with most ice manufacturers having annual revenues of less than $2 million.

        Traditional ice manufacturers produce and distribute packaged ice from a centrally located facility through direct store delivery ("DSD"). As a result of high transportation costs, producers are typically limited to servicing customers within approximately 100 miles from the point of production, subject to fuel costs, route density and other factors. Packaged ice suppliers compete based primarily on service, quality and price, with success dependent upon prompt and reliable delivery during peak seasonal months, an efficient manufacturing and distribution system, high-density customer distribution routes within a region and high customer concentration in a market area. Each customer location typically carries one brand of ice provided by a single supplier.

        In addition to traditional manufacturing and distribution, the packaged ice market is served by a range of on-premises manufacturing solutions, including The Ice Factory, our automated ISB system, ice vending machines and manufacturing and bagging operations within a store location. We expect technological innovation in on-premises manufacturing solutions to continue and believe technologically sophisticated solutions will continue to play a larger role within the packaged ice industry.

        The packaged ice industry is highly seasonal, characterized by peak demand during the warmer months of May through September, with an extended peak selling season in the southern United States. We believe volume growth in the packaged ice industry generally tracks population growth, thus favoring geographic markets with faster population growth. Demand within each geographic market can also be affected by weather conditions, with cool or rainy weather negatively impacting ice purchases, as well as by macroeconomic factors, including changes in the level of recreational and construction activity.

Competitive strengths

        We believe our competitive strengths include:

        Unique scale and infrastructure.    Our large geographic footprint gives us the necessary manufacturing capacity and distribution scale to service large retailers across multiple states and regions. We believe it would cost at least $400 million for a company to achieve comparable scale by duplicating our manufacturing base, distribution network and corporate and regional infrastructure.

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Smaller local suppliers do not have the multi-state or multi-region service capabilities increasingly required by such customers. As a result of our unique multi-state presence and infrastructure, we believe we are well positioned to benefit from continued consolidation within our customer base and from increased reliance by national and regional customers on suppliers that serve multiple markets. The large number and geographic distribution of our facilities also provides us with the capacity to respond quickly and reliably to natural disasters and other extreme events, even when those events disrupt operations at one or more of our facilities.

        Multiple distribution service offerings.    We attract and retain customers by offering a variety of service alternatives to meet our customers' specific supply chain needs. These alternatives include traditional distribution methods, such as delivery to our merchandisers, delivery of bulk quantities to retail locations and warehouse shipments from a centralized point of production. In addition, our proprietary ISB solution, The Ice Factory, provides our customers with self-contained on-site ice production, packaging and storage for their high volume locations. We have also developed protocols to provide customers with substantial quantities of emergency or backup ice in response to unexpected or unusual events, including natural disasters. These delivery alternatives provide our customers with the flexibility to meet their specific supply requirements in a reliable and cost-efficient manner.

        Leading market position in attractive ice markets.    We are the largest manufacturer and distributor of packaged ice in the United States. We are the market leader in the Sun Belt, one of the most attractive regions in the United States for packaged ice in terms of weather, length of selling season and historical population growth patterns. We believe our strong market position in these desirable markets is likely to contribute to future growth in revenue and profitability.

        Long standing relationships with high quality customers.    We have been providing ice products and delivery services to many of our customers for more than a decade. These customers include prominent retailers across a variety of channels. Many of these customers require significant volumes of ice products on a multi-state basis and would require numerous suppliers to replace the extent of the services we currently provide. In addition, our customers depend on our consistent ability to ensure prompt and reliable delivery, particularly during peak seasonal months or in connection with a hurricane or other natural disaster. The strength of our customer relationships is further reinforced by the fact that almost all of our customers rely on a single supplier of packaged ice at each point of sale. We believe that the strength of our customer relationships provides us with a significant competitive advantage over other suppliers in our markets.

        Proprietary technology and innovation.    We developed our proprietary ISB solution and have patents that protect the use of this technology. We have enhanced the timeliness of the data in our IT systems and improved our delivery and logistics efficiency through the use by our field sales and delivery associates of hand-held scanners developed by a third party. The scale and scope of our operations enable us to develop and implement technology and other innovations that improve our operating efficiency and enable us to provide unique services to our customers.

        Strong, incentivized management team with proven execution capabilities.    Led by our Chairman and Chief Executive Officer, Gilbert M. Cassagne, our Chief Operating Officer, Paul D. Smith, our Chief Financial Officer, Steven J. Janusek, our Chief Customer Officer, William A. Tolany, and our Chief Administrative Officer, Angela S. Wallander, our executive officers have extensive experience in the packaged ice industry and similar consumer and DSD industries. Our management team has been responsible for leading the review and development of our strategic plan, and has developed the capabilities of our organization to effectively implement our vision to be the "Total Ice Solution" for our customers. Prior to joining us in June 2008, Mr. Cassagne was chief executive officer of Cadbury Schweppes Americas Beverages, a division of the multinational consumer products company Cadbury Schweppes plc. Mr. Cassagne also previously worked for consumer products and beverage companies such as Procter & Gamble and, prior to its acquisition by Cadbury Schweppes, Dr Pepper/Seven

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Up, Inc. Our executive compensation is based on our pay-for-performance philosophy, which emphasizes executive performance measures that correlate closely with the achievement of both short-term performance objectives and long-term stockholder value. To this end, a substantial portion of our executive officers' annual and long-term compensation is tied to the Company's performance. The portion of compensation dependent on performance increases with the executive's position within the company.

        Substantial cash flow generation.    Historically, we have been able to generate significant cash flows from our operating activities. As a result of our limited working capital needs and modest annual maintenance capital expenditure requirements, we believe we are well positioned to generate substantial free cash flow to fund future growth and service our indebtedness. In addition, at December 31, 2009, we had approximately $69 million of net operating loss carryforwards for US federal income tax purposes which, subject to limitations, are available to offset future taxable income. These net operating loss carryforwards, if not utilized, will begin to expire in 2018 and fully expire by 2025.

Business strategy

        Our vision is to be the "Total Ice Solution" for our customers. The key components of our strategy for achieving this goal are as follows:

        Achieve operational efficiencies.    Plant operations and distribution represent the largest portion of our annual expenses. We have recently initiated a thorough review of our manufacturing processes and are currently reducing our operating costs by deploying best practices throughout our manufacturing operations and making targeted expenditures for improving plant efficiency, including investments in automation technologies. In addition, we have identified opportunities for continued facility consolidations. In the last eight years, we have consolidated our ice manufacturing and distribution facilities, reducing the total number of facilities (including all acquired facilities) from 153 at December 31, 2001 to 129 at June 30, 2010. Despite this reduction in the number of manufacturing plants, we have increased our overall capacity by redeploying equipment from closed facilities and investing in new equipment. As we introduce additional automation technologies in our production facilities, the output of those facilities increases, which provides additional opportunities for plant network optimization and facility rationalization.

        We believe our distribution and logistics operations also offer significant opportunities for operational improvement. We have developed operational protocols and programs to reduce the cost of operating our distribution fleet. In addition, we have made, and will continue to make, investments in labor- and time-saving equipment and technologies for distribution route optimization. For example, in recent years, we have deployed handheld technology devices for streamlined routing, invoicing and other functionality throughout our distribution fleet. Developments in handheld device technology and functionality now offer additional opportunities for efficiency improvements.

        We are also pursuing opportunities to reduce costs through further centralization of certain administrative functions currently carried out in our facilities and the implementation of technology based administrative process improvements and improved staffing utilization. Extensive work is being done to re-engineer processes to identify and eliminate non-value-added activity and enhance efficiencies and productivity. These efficiencies are intended to improve working capital, standardize processes, streamline customer account management, facilitate scalability of the customer service function and enhance overall communications with employees, customers and vendors.

        We expect to realize at least $8 million in cost savings in 2010 as a result of our operational efficiency initiatives.

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        Grow DSD.    We intend to achieve growth in our DSD business by addressing non-retail market opportunities, distributing through new retail channels and enhancing our distribution relationships with existing customers. We believe non-retail users of packaged ice, including agricultural, industrial, construction, airline and catering customers, represent a significant opportunity for revenue growth as our market share among these customers is low. We believe that our range of distribution and service options will allow us to effectively serve the diverse needs of these and other non-retail customers. We also believe there are opportunities for growth in retail channels, including the dollar store channel, which have not historically sold packaged ice. We are able to customize our product offerings and distribution methods to align with the needs of end-users who shop at these retailers. We also believe there are opportunities for continued growth with our existing customers. We intend to capitalize on our long-standing customer relationships by growing with our large national and regional customers as they seek to increase their market share and consolidate the retail segments in which they operate. As the primary supplier in our regions to most of these customers, we are well positioned to share in our customers' growth. In addition there is an opportunity to capture incremental volume as these customers continue to reduce their supplier base in order to achieve efficiencies across the supply chain. We have also developed protocols to provide our customers with substantial quantities of emergency or backup ice in response to unexpected or unusual events, including natural disasters. Our proven ability to respond in extreme circumstances is critically important to our customers and strengthens our relationships with our customers and the populations they serve.

        Expand ISB and on-premise supply.    We are the leader in deployed ISB technology with an installed base of approximately 3,500 ISBs. We believe our proven ability to rapidly deploy substantial numbers of ISBs nationally is a key differentiator between our product and service offerings and our competitors. We will continue to use ISB technology as a means to efficiently service our customers' high-volume locations, reduce our cost to produce and deliver ice to certain locations, service customer locations we cannot economically service through our DSD business, and respond to customer and societal demands for enhanced environmental sustainability in our business. We are pursuing improvements to our existing ISB technology to reduce ISB manufacturing costs, improve ISB production capabilities and expand our ISB service offerings to include ice vending and other retail capabilities.

        Expand ice machine leasing.    We have historically had a limited presence in the ice machine leasing market and have recently made an equity investment in an innovative entrant in this market. In connection with our vision to be the "Total Ice Solution" for our customers, we intend to expand our capability to lease commercial ice-makers to our customers and to reach new customers, such as restaurants, bars and hotels, which have not traditionally been served by the packaged ice industry. In total, we estimate ice machine leasing is a $1.0 billion market. Leased ice-makers are frequently used by our retailer customers in support of their food merchandising operations. For example, in a supermarket, a leased ice-maker in the back of the store provides the ice used in the seafood department and is entirely separate from the packaged-ice retailing equipment located at the front of the store. By drawing on our expertise in the purchase, installation, maintenance and backup of ice-making equipment, we believe we can provide a value-added service to our customers both at the front end and back end of their store operations.

        Growth through acquisitions.    Acquisitions are an integral component of our strategy for achieving our vision of being the "Total Ice Solution." We believe there are opportunities for growth through the disciplined pursuit of acquisitions in support of each of the strategies described above. In particular, the packaged ice industry continues to be highly fragmented. We will continue to evaluate and pursue strategic acquisitions, including acquisitions of packaged ice manufacturers in existing or adjacent geographic markets that enhance the density of our distribution routes, provide capacity rationalization opportunities, increase our market penetration in existing markets or expand our presence in contiguous markets. In the last seven years, we acquired 61 packaged ice businesses for purchase prices

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aggregating approximately $139 million, including direct acquisition costs, and purchased leased manufacturing facilities for an aggregate purchase price of $13.7 million. In each of these acquisitions, we were successful in completing the integration of the acquired business with our operations, financial and management systems and customer service departments within a 12-month period after the acquisition was consummated.

Corporate information

        We are a Nevada corporation, formed on August 17, 1998. Our corporate headquarters is located at 8750 N. Central Expressway, Suite 1800, Dallas, Texas 75231.

The transactions

        Concurrently with the issuance of $300.0 million aggregate principal amount of old first lien notes, we (i) repaid and terminated our former credit agreement (the "Former Credit Facility"), (ii) entered into a new $35.0 million revolving credit facility (the "New Credit Facility") and (iii) issued approximately $137.6 million aggregate principal amount of old second lien notes in connection with our exchange offer and consent solicitation (the "Holdco Notes Exchange") for Reddy Holding's outstanding 10¹/2% Senior Discount Notes due 2012 (the "Holdco Notes") to holders of the Holdco Notes who provided valid tenders and consents prior to the early tender date. In connection with the issuance of the old second lien notes, approximately $136.9 million aggregate principal amount of Holdco Notes were exchanged. Upon the initial issuance of the old second lien notes, the amendments to the indenture governing the Holdco Notes contained in the supplemental indenture dated March 3, 2010 between Reddy Holdings and U.S. Bank National Association became operative. The amendments eliminated from the indenture governing the Holdco Notes substantially all of the restrictive covenants, certain events of default and related provisions. On March 24, 2010, we issued an additional approximately $1.8 million aggregate principal amount of old second lien notes in connection with the Holdco Notes Exchange to holders of the Holdco Notes who provided valid tenders and consents after the early tender date but on or prior to the expiration date. In connection with the additional issuance of old second lien notes, approximately $1.8 million aggregate principal amount of Holdco Notes were exchanged.

        The issuance of the old first lien notes and the application of proceeds therefrom, the entry into the New Credit Facility, the Holdco Notes Exchange and the issuance of the old second lien notes are collectively referred to as the "Transactions." The key terms of the New Credit Facility are described below under "Description of other indebtedness."

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The exchange offers

        On March 15, 2010, Reddy Ice issued in a private offering $300,000,000 aggregate principal amount of old first lien notes and $137,571,000 aggregate principal amount of old second lien notes. On March 24, 2010, Reddy Ice issued in a private offering an additional $1,836,000 aggregate principal amount of old second lien notes.

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The new notes

        The summary below describes the principal terms of the new notes. The form and terms of the new notes are substantially identical to the old notes, except that the new notes will not contain terms with respect to transfer restrictions, registration rights and additional interest for failure to observe certain obligations in the registration rights agreement. See "Description of the first lien notes" and "Description of the second lien notes" for more information.

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Summary historical consolidated financial data

        The following tables, as indicated below, present our summary historical consolidated financial data. The summary consolidated statements of operations data for each of the three months in the period ended March 31, 2009 and 2010 and the consolidated balance sheet data as of March 31, 2010 have been derived from our unaudited consolidated financial statements and related notes that are included elsewhere in this prospectus. The summary consolidated statements of operations data for each of the three fiscal years in the period ended December 31, 2009 and the consolidated balance sheet data as of December 31, 2008 and 2009 have been derived from our audited consolidated financial statements and related notes that are included elsewhere in this prospectus.

        The following summary historical consolidated financial data should be read in conjunction with "Selected historical financial data", "Management discussion and analysis", and our financial statements, and the accompanying notes thereto, included elsewhere in this prospectus.

Summary historical consolidated financial data (in thousands)

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Risk factors

        You should carefully consider the risks described below as well as the other information included in this prospectus before deciding to tender your old notes in the exchange offers. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect us. If any of these risks have a material adverse effect on our business, financial condition, results of operations or cash flows, you may lose all or part of your investment in the new notes.

Risks related to the exchange offers

There may be adverse consequences if you do not exchange your old notes.

        If you do not exchange your old notes for new notes in the exchange offers, you will continue to be subject to restrictions on transfer of your old notes as set forth in the offering memorandum and offering circular distributed in connection with the private offerings of the old notes. In general, the old notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreements, we do not intend to register resales of the old notes under the Securities Act. You should refer to "Summary—The exchange offers" and "The exchange offers" for information about how to tender your old notes.

        The tender of old notes under the exchange offers will reduce the outstanding amount of each series of the old notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the old notes due to a reduction in liquidity.

Your ability to transfer the new notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the new notes.

        We are offering the new notes to the holders of the old notes. We do not intend to apply for a listing of the new notes on a securities exchange or on any automated dealer quotation system. There is currently no established market for the new notes, and we cannot assure you as to the liquidity of markets that may develop for the new notes, your ability to sell the new notes or the price at which you would be able to sell the new notes. If such markets were to exist, the new notes could trade at prices that may be lower than their principal amount or purchase price depending on many factors, including prevailing interest rates, the market for similar notes, our financial and operating performance and other factors. The initial purchasers and dealer manager in the private offerings of the old notes have advised us that they currently intend to make a market with respect to the new notes. However, these initial purchasers and dealer manager are not obligated to do so, and any market making with respect to the new notes may be discontinued at any time without notice. In addition, such market making activity may be limited during the pendency of the exchange offers or the effectiveness of a shelf registration statement in lieu thereof. Therefore, we cannot assure you that an active market for the new notes will develop or, if developed, that it will continue. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market, if any, for the new notes may experience similar disruptions and any such disruptions may adversely affect the prices at which you may sell your new notes.

Certain persons who participate in the exchange offers must deliver a prospectus in connection with resales of the new notes.

        Based on interpretations of the staff of the SEC contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1983), we believe that you may offer for resale, resell

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or otherwise transfer the new notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under "Plan of distribution," certain holders of new notes will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer the new notes. If such a holder transfers any new notes without delivering a prospectus meeting the requirements of the Securities Act or without an applicable exemption from registration under the Securities Act, such a holder may incur liability under the Securities Act. We do not and will not assume, or indemnify such a holder against, this liability.

Risks related to our business

Litigation and investigations pending against us could materially impact our business and results of operations.

        We are currently a party to various legal proceedings, claims, disputes, litigation and investigations. In particular, the Antitrust Division of the United States Department of Justice ("DOJ") is currently conducting a criminal investigation into possible antitrust violations in the packaged ice industry and we and certain of our employees have received federal grand jury subpoenas. In addition, various state attorneys general and the Civil Fraud Division of the DOJ are conducting related civil investigations into possible antitrust violations in the packaged ice industry and the Securities and Exchange Commission has initiated an informal inquiry into the matters that are the subject of the DOJ and state investigations. Numerous putative class actions have also been filed against us, certain of our current and former directors and officers and other packaged ice producers alleging violations of federal and state antitrust laws and related claims, violations of securities laws and derivative claims against our directors and officers.

        A special committee of our Board of Directors has conducted an internal investigation of these matters. One of our executives has been placed on a paid leave of absence by the special committee, which found he had violated policies and was associated with matters that are under investigation. Investigating these matters and responding to the government investigations and related civil litigation involve substantial expense to us, which has had and could continue to have a material adverse impact on our financial position and our results of operations, and may distract and disrupt our business. In addition, our financial results could be materially and adversely impacted by unfavorable outcomes in any of these or other pending or future litigation or investigations. We may be required to pay substantial amounts as damages and costs in the civil litigation as a result of an unfavorable determination by a court or jury. We could also pay substantial amounts in settlement of some or all of the civil claims. Additionally, it is possible the DOJ will decide to bring criminal charges against us and/or certain current or former employees, officers or directors for violation of Section 1 of the Sherman Act. Such charges could result in a substantial fine for the Company and fines and/or imprisonment for the individuals. Our ability to complete potential acquisitions may also be negatively impacted by antitrust investigations and litigation in the packaged ice industry. Our ability to comply with the covenants in our debt agreements may also be adversely affected by the costs of such investigations and litigation as well as any unfavorable outcomes in these or other pending or future litigation or investigations. In addition, our ability to do business with the government may be negatively impacted by an unfavorable outcome of the DOJ investigation. There can be no assurances as to the outcome of any litigation or investigation and the outcome of any such litigation, investigations and other claims is subject to inherent uncertainties. There also exists the possibility of a material adverse impact on our financial position and our results of operations for the period in which the effect of an unfavorable final outcome becomes probable and reasonably estimatable.

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The seasonal nature of the ice business results in losses and lower margins in the first and fourth quarters of the year.

        We experience significant seasonal fluctuations in our net sales and profitability. We make a disproportionate amount of our sales in the second and third calendar quarters when the weather is generally warmer, which results in an increased demand for ice. We also earn any net income during these same periods. As a result of seasonal revenue declines and the lack of a corresponding decrease in certain expenses, we experience net losses and materially lower profit margins during the first and fourth calendar quarters. Variations in demand could have a material adverse effect on the timing of our cash flows and therefore limit our ability to timely service our obligations with respect to our indebtedness, our ability to pay dividends and our ability to incur capital expenditures. In addition, because our operating results depend significantly on sales during the second and third calendar quarters, our results of operations may fluctuate significantly if the weather during these periods is cool or rainy.

Our revenues and sales volumes may be negatively impacted by macroeconomic factors outside of our control.

        We believe end users of our products use packaged ice in many applications, including recreational activities, the construction industry, agriculture and special events. In the past two years multiple segments of the United States economy, including housing and construction and the credit markets, have deteriorated. Our revenues, sales volumes and profits have declined as a result of this deterioration and our revenues, sales volumes and profits may continue to decline as activity by commercial end users of our products declines. Furthermore, weakness in the national economy combined with other factors including inflation, interest rate fluctuations, increases in fuel and other energy costs and healthcare costs and the availability of financing, including mortgages and consumer credit, may negatively impact consumer confidence and result in changes to consumer spending patterns. If consumer or commercial activities associated with the use of our products decline, our revenues, sales volumes, profits and cash flows may decline.

Weather conditions and weather events can decrease our sales or increase our expenses.

        Cool or rainy weather can decrease sales, while extremely hot weather may increase our expenses, each resulting in a negative impact on our operating results and cash flow. Ice consumers demand ice for a variety of reasons, but many of them buy ice in connection with outdoor related activities, both commercial and recreational. As a result, demand for ice increases during periods of warm, sunny weather, and conversely, demand decreases during periods of cool, rainy weather. During extended periods of cool or rainy weather on a national or regional basis, our revenues and resulting net income may substantially decline. Also, hot weather does not necessarily result in greater net income. During extended periods of hot weather, our profits and cash flow may decline because of an increase in expenses in response to excess demand. We may have to transport ice from one plant to another and, in some cases, purchase ice from third party sources and transport it to a specific market to meet this excess demand, resulting in higher expenses and inconsistent service and product quality. Finally, although extreme weather events such as hurricanes can cause an increase in volume sales, those sales are not necessarily profitable due to added costs and disruptions to our normal service and distribution routes.

Implementation of our business strategy will require substantial capital investments; failure to obtain sufficient capital resources could limit our prospects, adversely affecting our results of operations and cause us to lose market share.

        We have developed a strategic vision to become our customers' "Total Ice Solution." Implementation of this strategic vision will require substantial capital resources to make investments in our infrastructure, manufacture and install additional ISB systems and invest in the ice machine leasing

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business. We may be unable to obtain access to sufficient capital to implement any or all of these initiatives. If we fail to successfully implement our strategic plan, our business will not grow as we intend, our results of operations could be adversely affected and we may be unable to repay our debt.

Our failure to successfully compete in our markets, retain existing customers and obtain new customers could limit our prospects and cause us to lose market share.

        Our business is highly competitive. We have many competitors in each of our geographic markets offering similar products and services. We also face competitors offering alternative technological solutions to ice production and delivery throughout our markets, including ice vending. Competition in our business is based primarily on service, quality and price. We could lose market share if we fail to successfully compete against our competitors in any of these areas, if our existing competitors expand their capacity, if new entrants successfully penetrate our markets, if we fail to adequately serve our existing base of customers, or if our larger mass merchant grocery or convenience store customers decide to manufacture their own ice rather than purchase our products.

Increases in the prices of electricity, certain raw materials, fuel, insurance and other required expenses could, if we cannot pass those price increases along to our customers, have an adverse effect on our results of operations.

        We use substantial amounts of polyethylene, which is the primary raw material used to manufacture the bags we use to package our ice, electricity in connection with our manufacturing process and fuel to operate the refrigerated trucks for ice delivery. We also carry general liability, workers' compensation, health and vehicle insurance. We have experienced increases in bag, fuel, electricity and insurance costs in the past and may experience increases in such costs in the future. If the prices for these items or other expenses increase beyond the amounts that we are able to pass along to our customers, our margins and our operating cash flow would decrease.

Our acquisitions may not be successfully integrated and could cause unexpected financial or operational difficulties; failure to make acquisitions may limit our growth.

        From the fourth quarter of 2003 to 2009, we completed a total of 53 acquisitions; we completed eight additional acquisitions in the first half of 2010. We expect to continue to acquire additional businesses, assets or securities of companies that we believe would provide a strategic fit with our business. Acquisitions are also accompanied by risks, such as potential exposure to unknown liabilities of acquired companies and the possible loss of key employees and customers of the acquired business. Further, acquisitions are subject to risks associated with the difficulty and expense of integrating the operations and personnel of the acquired companies, the potential disruption to our business and the diversion of management time and attention, any of which could increase the costs of operating our business, negate the expected benefits of the acquisitions or result in the loss of customers.

        We are continuing to evaluate acquisition opportunities as part of our ongoing acquisition strategy. These opportunities will be evaluated in light of the availability of capital resources, which may be constrained. A substantial portion of the historical growth in our business has been as a result of acquisitions. If the size and number of our future acquisitions decreases from our historical trend, our business may not grow as rapidly, or at all, as compared to historical periods.

We could incur substantial costs as a result of violations of or liabilities under environmental laws.

        Our operations are subject to a wide range of environmental laws and regulations governing, among other things, air emissions, wastewater discharges, the use, management and disposal of hazardous and non-hazardous materials and wastes and the cleanup of contamination. Noncompliance with such laws and regulations, or incidents resulting in environmental releases, could cause us to incur

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substantial costs, including cleanup costs, fines and penalties, third party claims for personal injury, investments to retrofit or upgrade our facilities and programs, or curtailment of our operations. For example, our ice manufacturing and distribution operations use refrigerants such as ammonia and Freon. Some of our facilities may not be in compliance with certain Freon refrigerant requirements, such as leak detection and repair, recordkeeping or reporting. In addition, the market price of Freon is rising as a result of phase-outs under federal laws, which could significantly increase our operating costs in the future if we are not able to obtain approved substitutes. From time to time, our use of ammonia has resulted in releases that have temporarily disrupted our manufacturing operations and resulted in lawsuits or administrative penalties.

        Material violations of, or liabilities under, environmental laws, including violations and liabilities incurred by entities which we have acquired, may require us to incur substantial costs which could reduce our margins, or divert resources from ongoing environmental programs and improvements, which could delay our efforts to integrate acquisitions and upgrade our operations, or expose us to risk of further environmental liability.

Our business could be disrupted or we could incur substantial costs because of government laws and regulations.

        We are subject to various federal, state and local laws relating to many aspects of our business, including labeling, sanitation, health and safety and manufacturing processes. We cannot predict the types of government regulations that may be enacted in the future or how existing or future laws or regulations will be interpreted or enforced. The enactment of more stringent laws or regulations or a stricter interpretation of existing laws and regulations may cause a disruption in our operations or require additional expenditures by us, some of which could be material. We may incur material costs and liabilities in order to comply with any such laws and regulations and such costs and liabilities may result in substantial expenses to us and could divert management's time and attention.

If we are unable to retain senior executives and attract and retain other qualified employees, our business might be adversely affected.

        Our success depends in part on our ability to attract, hire, train and retain qualified managerial, sales and marketing personnel. Competition for these types of personnel is high. Our success also depends to a significant extent on the continued service and performance of our management team and, in particular, our senior management, including our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Administrative Officer, and Chief Customer Officer. We may be unsuccessful in attracting and retaining the personnel we require to conduct our operations successfully. We cannot assure you that we will be successful in attracting suitable candidates for other positions that are or may need to be filled. In particular, uncertainty related to the ongoing antitrust investigations and related civil litigation may make attracting qualified personnel more difficult and may make it more difficult to retain our existing management team. Our inability to successfully attract and retain qualified personnel or the loss of any member of our management team could impair our ability to execute our business plan. In addition, we do not carry "key man" life insurance which would mitigate the impact of any such impairment.

Accidents involving our products and equipment could expose us to increased costs as a result of product liability claims.

        We are subject to a risk of product liability claims and adverse publicity if a consumer is or claims to be harmed while using our products or equipment. Any such claim may result in negative publicity, loss of revenues or higher costs associated with litigation.

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        We currently carry product liability insurance. However, this insurance may be insufficient to pay for all or a large part of these losses. If our insurance does not adequately cover these losses, our results of operations and cash flow would decrease and such a decrease could be material.

We may lose customers' business to competitors as a result of our limited intellectual property protection, including on The Ice Factory.

        As the sole major ice supplier using an on-site production and delivery system at our customers' retail locations, we have enjoyed a competitive advantage over our competitors. Our proprietary ISB system is preferred by certain of our high volume customers to traditional ice delivery and gives us more flexibility during peak seasons. However, our intellectual property protection rights are limited in scope and value, and certain of our patents are set to expire at various dates from 2010 through 2026. Competitors sometimes test machines similar to our ISB system. Other competitors in the ice vending segment are testing and deploying self-contained units to produce ice at the point of sale. Certain of these competitors have had limited success in our markets. If any of our competitors are successful with a significant rollout of any such system, we could lose business to these companies, which would result in decreased cash flows and results of operations.

        It is our practice to protect certain of our proprietary materials and processes by relying on trade secret laws and non-disclosure and confidentiality agreements. Confidentiality or trade secrets may not be maintained and others may independently develop or obtain access to such materials or processes, which could adversely affect our competitive position and ability to differentiate our products and services from our competitors' offerings.

Limitations on our ability to utilize our tax assets before they expire may negatively affect financial results and the ability to pay dividends.

        As of December 31, 2009, we had net operating loss carryforwards for U.S. federal income tax purposes of approximately $69 million, of which approximately $19 million were generated prior to August 15, 2003. There are annual limitations on the utilization of the $19 million portion of the net operating loss carryforwards due to changes in ownership on and prior to August 15, 2003. Further, since at the closing of our initial public offering on August 12, 2005 our prior equity investors ceased to own a majority of our common stock, new limitations apply to the approximately $33 million of net operating loss carry-forwards that were generated from August 15, 2003 to August 12, 2005 and additional limitations apply to the net operating loss carry-forwards generated prior to August 15, 2003.

        If we are not able to utilize our tax assets in the manner or in the timeframe we anticipate, our future after-tax cash flow will be reduced.

We do not have written customer agreements with most of our customers, which could lead to unexpected customer loss and adversely affect our business.

        As is customary in our industry, we do not generally have written agreements with our customers. As a result, our customers can terminate their relationship with us at any time without notice or penalty. In addition, even if our customers should decide to continue their relationship with us, there can be no guarantee that our customers will purchase the same amount of our products as in the past, or that purchases will be on similar terms. Any loss of a significant customer, change in the terms of the relationship with a significant customer or a material decrease in the amount of products purchased by a significant customer could have a material adverse affect on our business, results of operation and financial condition.

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The expansion of our ISB and ice machine leasing businesses may not provide expected returns, which could adversely affect our results of operations and financial condition.

        Our strategic vision calls for, among other things, expansion of our ISB and ice machine leasing businesses.

        Proper site selection is critical to achieving the required financial return on an ISB system to support the upfront capital expenditures required to build and place each ISB system. If we fail to properly select sites for additional ISB systems, if the costs of operating and maintaining those systems exceed our expectations or if we fail to obtain sufficient pricing from our customers to support those systems we would not achieve our expected returns on our investments in additional ISB systems and our results of operations and financial condition could be adversely affected.

        We have limited experience in the ice machine leasing business. Expansion of that business will require capital investments and may involve unforseen risks. Failure to achieve our anticipated results in the ice machine leasing business could adversely affect our results of operations and financial condition.

Risks related to the notes

The following risks apply to the old notes and will apply equally to the new notes:

Our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes and our other indebtedness.

        We now have substantial indebtedness, which requires significant interest payments. As of March 31, 2010, we had total indebtedness of $450.6 million, including $300.0 million outstanding under the new first lien notes, $138.8 million outstanding under the new second lien notes, $11.7 million of Holdco Notes and $0.1 million of other debt. Our high level of indebtedness could have important consequences. For example, it could:

•

make it more difficult for us to satisfy our obligations under the notes, as well as our New Credit Facility, exposing us to the risk of default, which could result in a foreclosure on our assets, which, in turn, would negatively affect our ability to operate as a going concern;



•

make it more difficult for us to satisfy our obligations on the Holdco Notes not tendered in the Holdco Notes Exchange;



•

require us to dedicate a substantial portion of our cash flow from operations to interest and principal payments on our indebtedness, reducing the availability of our cash flow for other purposes, such as capital expenditures, acquisitions, dividends and working capital;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;



•

increase our vulnerability to general adverse economic and industry conditions;



•

place us at a disadvantage compared to our competitors that have less debt;



•

expose us to fluctuations in the interest rate environment because the interest rates on borrowings under our New Credit Facility will be variable;



•

increase our cost of borrowing; and



•

limit our ability to borrow additional funds.

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Despite our current indebtedness levels, we may still incur significant additional indebtedness. Incurring more indebtedness could increase the risks associated with our substantial indebtedness.

        We may be able to incur substantial additional indebtedness, including additional secured indebtedness, in the future. The terms of the indentures governing the notes and our New Credit Facility do not limited Reddy Holdings' ability to incur additional indebtedness. The terms of the indentures governing the notes and our New Credit Facility limit, but do not prohibit, us from incurring additional indebtedness. In addition, the indentures allow us to issue additional notes under certain circumstances. Such additional notes will also be guaranteed by Reddy Holdings and will share in the Collateral that secures the notes and our New Credit Facility. The indentures also allow us to incur certain other additional secured debt and allow any future foreign subsidiaries to incur additional debt, which would be structurally senior to the notes. In addition, the indentures do not prevent us from incurring other liabilities that do not constitute indebtedness. See "Description of the first lien notes" and "Description of the second lien notes." This may have the effect of reducing the amounts available to pay interest on the notes. If we incur new debt or other liabilities, the related risks that we now face could intensify.

We may not be able to generate sufficient cash to service our indebtedness, including the notes, and we may be forced to take other actions to satisfy our payment obligations under our indebtedness, which may not be successful.

        Our ability to make scheduled payments on or to refinance our debt obligations depends on our future performance, which will be affected by financial, business and economic conditions and other factors. We will not be able to control many of these factors, such as economic conditions in the industry in which we operate and competitive pressures. Our cash flow may not be sufficient to allow us to pay principal and interest on our debt and to meet our other obligations. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In addition, the terms of existing or future debt agreements, including our New Credit Facility and the indentures relating to the notes, may restrict us from pursuing any of these alternatives. Any limitation on our ability to pay principal of and interest on the notes would likely reduce the value of the notes.

        Additionally, the Holdco Notes which were not exchanged in the Holdco Notes Exchange will mature, and must be repaid or refinanced, prior to the maturity date of the notes.

Our New Credit Facility and the indentures governing the notes impose significant operating and financial restrictions on us and our future subsidiaries, which may prevent us from capitalizing on business opportunities and taking some actions.

        The agreements that govern the terms of our debt, including the indentures that govern the notes and our New Credit Facility, impose significant operating and financial restrictions on us. These restrictions limit our ability to, among other things:

•

incur additional indebtedness;



•

incur liens;



•

make investments and sell assets;



•

pay dividends and make other distributions;



•

purchase our stock;



•

engage in business activities unrelated to our current business;

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•

enter into transactions with affiliates; or



•

consolidate, merge or sell all or substantially all of our assets.

        In addition, under our New Credit Facility we are required to satisfy and maintain specified financial ratios and other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet those ratios and tests. A breach of any of these covenants could result in a default under our New Credit Facility. Upon the occurrence of an event of default under our New Credit Facility, our lenders could elect to declare all amounts outstanding under our New Credit Facility to be immediately due and payable and terminate all commitments to extend further credit. If more than $10.0 million of indebtedness is outstanding under our New Credit Facility at the time of any such acceleration, an event of default will occur under the indentures governing the notes.

        As a result of these covenants and restrictions, we are limited in how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. A breach of any of these covenants could result in a default in respect of the related indebtedness. If a default occurs, the relevant lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be due and payable immediately and proceed against any Collateral securing that indebtedness.

        This, in turn, could cause our other debt to become due and payable as a result of cross-acceleration provisions contained in the agreements governing such other debt. In the event that some or all of our debt is accelerated and becomes immediately due and payable, we may not have the funds to repay, or the ability to refinance, such debt.

There are circumstances other than repayment or discharge of the notes under which Collateral could be released automatically without the consent of the holders of the notes, which could be adverse to holders of notes.

        Under various circumstances, all or a portion of the Collateral may be released, including:

•

to enable the sale, transfer or other disposal of such Collateral in a transaction not prohibited under the indentures, including the sale of any entity in its entirety that owns or holds such Collateral; and



•

with respect to Collateral held by a guarantor, upon the release of such guarantor from its guarantee.

        As of the issue date, we do not have any subsidiaries and accordingly there will be no such guarantees. If we have wholly owned domestic subsidiaries in the future (subject to certain exceptions), they will be required to become subsidiary guarantors and guarantee the notes. The guarantee of any future subsidiary guarantor will be released in connection with a sale of such subsidiary guarantor in a transaction not prohibited by the indentures. The indentures also permit us to designate one or more of our restricted subsidiaries that is a guarantor of the notes as an unrestricted subsidiary. If we designate a subsidiary guarantor as an unrestricted subsidiary, all of the liens on any Collateral owned by such subsidiary or any of its subsidiaries and any guarantees of the notes by such subsidiary or any of its subsidiaries will be released under the indentures but not under the New Credit Facility. Designation of an unrestricted subsidiary will reduce the aggregate value of the Collateral with respect to the notes to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have a senior claim on the assets of such unrestricted subsidiary and its subsidiaries. See "Description of the first lien notes" and "Description of the second lien notes."

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Rights of holders of notes in the Collateral may be adversely affected by the failure to perfect liens on certain Collateral acquired in the future.

        Applicable law requires that certain property and rights acquired after the grant of a general security interest or lien can only be perfected at the time such property and rights are acquired and identified. Although the indentures contain customary further assurances covenants, there can be no assurance that the trustee or the collateral agent will monitor, or that we will inform the trustee or the collateral agent of the future acquisition of property and rights that constitute Collateral, and that the necessary action will be taken to properly perfect the lien on such after-acquired Collateral. Neither the trustee nor the collateral agent for the notes has any obligation to monitor the acquisition of additional property or rights that constitute Collateral or the perfection of any security interests therein. Such failure may result in the loss of the practical benefits of the liens thereon or of the priority of the liens securing the notes.

Rights of holders of notes in the Collateral may be adversely affected by bankruptcy proceedings and holders of notes may not be entitled to post-petition interest in any bankruptcy proceeding.

        The right of the collateral agent for the notes to repossess and dispose of the Collateral securing the notes upon acceleration is likely to be significantly impaired by federal bankruptcy law if bankruptcy proceedings are commenced by or against us prior to or possibly even after the collateral agent has repossessed and disposed of the Collateral. Under the U.S. Bankruptcy Code, a secured creditor, such as the collateral agent for the notes, is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor, without bankruptcy court approval. Moreover, bankruptcy law permits the debtor to continue to retain and to use Collateral, and the proceeds, products, rents, or profits of the Collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to circumstances, but it is intended in general to protect the value of the secured creditor's interest in the Collateral and may include cash payments or the granting of additional security, if and at such time as the court in its discretion determines, for any diminution in the value of the Collateral as a result of the stay of repossession or disposition or any use of the Collateral by the debtor during the pendency of the bankruptcy case. In view of the broad discretionary powers of a bankruptcy court, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agent would repossess or dispose of the Collateral, or whether or to what extent holders of the notes would be compensated for any delay in payment of loss of value of the Collateral through the requirements of "adequate protection." Furthermore, in the event the bankruptcy court determines that the value of the Collateral is not sufficient to repay all amounts due on the notes, the holders of the notes would have "undersecured claims" as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs, and attorneys' fees for "undersecured claims" during the debtor's bankruptcy case.

We may not be able to repurchase the notes upon a change of control or pursuant to an asset sale offer.

        Upon a change of control, as defined under the indentures governing the notes, the holders of notes have the right to require us to offer to purchase all of the notes then outstanding at a price equal to 101% of their principal amount plus accrued and unpaid interest. In order to obtain sufficient funds to pay the purchase price of the outstanding notes, we expect that we would have to refinance the notes. We cannot assure you that we would be able to refinance the notes on reasonable terms, if at all. Our failure to offer to purchase all outstanding notes or to purchase all validly tendered notes would be an event of default under the indentures. Such an event of default may cause the acceleration of our other debt. Our other debt also may contain restrictions on repayment requirements with respect to specified events or transactions that constitute a change of control under the indentures. A recent

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Delaware Chancery Court decision, which may be persuasive to a court applying Nevada corporate law to us, found that incumbent directors are permitted to approve as a continuing director any person, including one nominated by a dissident stockholder and not recommended by the board, as long as the approval is granted in good faith and in accordance with the board's fiduciary duties. Accordingly, a holder of notes may not be able to require us to purchase notes as a result of the change in the composition of the directors on our board. The same court also observed that certain provisions in indentures, such as continuing director provisions, could function to entrench an incumbent board of directors and could raise enforcement concerns if adopted in violation of a board's fiduciary duties. If such a provision were found unenforceable, holders would not be able to require us to repurchase notes as a result of a change of control resulting from a change in the composition of our board. See "Description of the first lien notes—Change of control" and "Description of the second lien notes—Change of control." In addition, in certain circumstances specified in the indentures governing the notes, we are required to commence an asset sale offer, as defined in the indentures, pursuant to which we will be obligated to offer to purchase the applicable notes at a price equal to 100% of their principal amount plus accrued and unpaid interest. Our other debt may contain restrictions that would limit or prohibit us from completing any such asset sale offer. Our failure to purchase any such notes when required under the indentures would be an event of default under the indentures.

Certain laws and regulations may impose restrictions or limitations on foreclosure.

        Our obligations under the notes are secured only by the Collateral described in this prospectus. The collateral agent's ability to foreclose on the Collateral on your behalf may be subject to perfection, priority issues, state law requirements and practical problems associated with the realization of the collateral agent's security interest or lien in the Collateral, including cure rights, foreclosing on the Collateral within the time periods permitted by third parties or prescribed by laws, obtaining third party consents, making additional filings, statutory rights of redemption, and the effect of the order of foreclosure. We cannot assure you that the consents of any third parties and approvals by governmental entities will be given when required to facilitate a foreclosure on such assets. Therefore, we cannot assure you that foreclosure on the Collateral will be sufficient to make all payments on the notes.

        In addition, our business requires numerous registrations, licenses and permits. Continued operation of our manufacturing plants that are significant to the value of the Collateral for the notes depends on the maintenance of such registrations, licenses and permits. Our business is subject to substantial regulation and registration, license and permit requirements and may be adversely affected if we are unable to comply with existing regulations or requirements or changes in applicable regulations or requirements. In the event of foreclosure, the transfer of such registrations, licenses and permits may be prohibited and may require us to incur significant cost and expense. Further, we cannot assure you that the applicable governmental authorities will consent to the transfer of such registrations, licenses and permits. If the regulatory approvals required for such transfers are not obtained or are delayed, the foreclosure may be delayed, a temporary shutdown of operations may result and the value of the Collateral may be significantly decreased.

Any future pledge of Collateral might be avoidable in bankruptcy.

        Any future pledge of Collateral in favor of the collateral agent (for its benefit and for the benefit of the trustee and the holders of the notes), including pursuant to security documents delivered after the date of the indentures governing the notes, might be avoidable by the pledgor (as debtor in possession) or by its trustee in bankruptcy if certain events or circumstances exist or occur, including if the pledgor is insolvent at the time of the pledge, the pledge permits the holders of the notes to receive a greater recovery than they would have received in a hypothetical liquidation under Chapter 7 of the U.S. Bankruptcy Code if the pledge had not been given and a bankruptcy proceeding in respect of the pledge is commenced within 90 days following the pledge, or, in certain circumstances, a longer

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period. To the extent that the grant of any such mortgage or other security interest is avoided as a preference, you would lose the benefit of the mortgage or security interest. Certain of the assets securing the notes were not subject to a valid and perfected security interest on the closing date.

        If we were to become subject to a bankruptcy proceeding after the issue date of the notes, any mortgage delivered or modified after the issue date of the notes would face a greater risk of being invalidated than if we had delivered it at the issue date. If a mortgage is delivered after the issue date, it will be, and if modified after the issue date it may be, treated under bankruptcy law as if it were delivered to secure previously existing debt, which is materially more likely to be avoided as a preference by the bankruptcy court than if the mortgage were delivered and promptly recorded at the time of the issue date of the notes. To the extent that the grant of any such mortgage is avoided as a preference, you would lose the benefit of the security interest in the core property that the mortgage was intended to provide.

The Collateral is subject to casualty risks.

        We intend to maintain insurance or otherwise insure against hazards in a manner appropriate and customary for our business. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any of the pledged Collateral, the insurance proceeds may not be sufficient to satisfy all of the secured obligations, including the notes and the guarantees.

        In the event of a total or partial loss to any of the mortgaged facilities, certain items of equipment, fixtures and other improvements and inventory may not be easily replaced. Accordingly, even though there may be insurance coverage, the extended period needed to manufacture or construct replacement of such items could cause significant delays.

Federal and state fraudulent transfer laws may permit a court to void the guarantees, if any, and, if that occurs, you may not receive any payments on the notes.

        The issuance of the guarantees, if any are entered into after the closing date, may be subject to review under federal and state fraudulent transfer and conveyance statutes. While the relevant laws may vary from state to state, under such laws the incurrence of a guarantee obligation will be a fraudulent conveyance if a guarantor received less than reasonably equivalent value or fair consideration in exchange for issuing such guarantee, and one of the following is also true:

•

such guarantor was insolvent or rendered insolvent by reason of the incurrence of the indebtedness;



•

the guarantor was left with an unreasonably small amount of capital to carry on the business; or



•

the guarantor intended to, or believed that it would, incur debts beyond its ability to pay as they mature.

        If a court were to find that the issuance of a guarantee was a fraudulent conveyance, the court could void the payment obligations under such guarantee or subordinate such guarantee to presently existing and future indebtedness of such guarantor, or require the holders of the notes to repay any amounts received with respect to such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the notes.

        Generally, an entity would be considered insolvent if, at the time it incurred indebtedness and after giving effect to such incurrence:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

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•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

        We cannot be certain as to the standards a court would use to determine whether or not a guarantor was solvent at the relevant time, or regardless of the standard that a court uses, that the issuance of the guarantees would not be subordinated to our or a guarantor's other debt.

The amount that can be collected under future subsidiary guarantees, if any, will be limited.

        Each future guarantee, if any are entered into after the closing date, will contain a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the subsidiary guarantees from being voided under applicable fraudulent transfer laws or may reduce the guarantor's obligation to an amount that effectively makes the subsidiary guarantee worthless. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees.

The right to receive payments on the notes will be structurally subordinated to the liabilities of any future non-guarantor subsidiaries.

        The notes are structurally subordinated to all indebtedness of our subsidiaries that are not guarantors of the notes. While the indentures governing the notes limit the indebtedness and activities of these non-guarantor subsidiaries, holders of indebtedness of, and trade creditors of, non-guarantor subsidiaries, are entitled to payments of their claims from the assets of such subsidiaries before those assets are made available for distribution to any guarantor as a direct or indirect shareholder. On the closing date there were not any non-guarantor subsidiaries. The indentures governing the notes do not require future foreign subsidiaries or certain special purpose subsidiaries to guarantee the notes.

        In the event that any of the non-guarantor subsidiaries or joint venture entities becomes insolvent, liquidates or otherwise reorganizes:

•

the creditors of the guarantors (including the holders of the notes) will have no right to proceed against such subsidiary's assets; and



•

the creditors of such non-guarantor subsidiary, including trade creditors, will generally be entitled to payment in full from the sale or other disposal of assets of such subsidiary, before any guarantor as direct or indirect shareholder, will be entitled to receive any distributions from such subsidiary.

The pledge of the capital stock, other securities and similar items of our future subsidiaries, if any, that secure the notes may automatically be released from the lien on them and no longer constitute collateral for so long as the pledge of such capital stock or such other securities would require the filing of separate financial statements with the SEC for that subsidiary.

        If we create or acquire subsidiaries in the future, the notes will be secured by a pledge of the stock of some of our subsidiaries. Under the SEC regulations in effect as of the issue date of the notes, if the par value, book value as carried by us or market value (whichever is greatest) of the capital stock, other securities or similar items of a subsidiary pledged as part of the collateral is greater than or equal to 20% of the aggregate principal amount of the notes then outstanding, such subsidiary would be required to provide separate financial statements to the SEC. Therefore, the indentures and the collateral documents provide that any capital stock and other securities of any of our future subsidiaries, if any, will be excluded from the collateral for so long as the pledge of such capital stock

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or other securities to secure the notes would cause such subsidiary to be required to file separate financial statements with the SEC pursuant to Rule 3-16 of Regulation S-X (as in effect from time to time). As a result, holders of the notes could lose a portion or all of their security interest in the capital stock or other securities of those subsidiaries during such period. It may be more difficult, costly and time-consuming for holders of the notes to foreclose on the assets of a subsidiary than to foreclose on its capital stock or other securities, so the proceeds realized upon any such foreclosure could be significantly less than those that would have been received upon any sale of the capital stock or other securities of such subsidiary. In addition, in the event that the capital stock or other securities of a future subsidiary is included in the Collateral as described above, the collateral agent under the New Credit Facility would be entitled to maintain possession of such capital stock or other securities until the payment in full of the obligations under the New Credit Facility and, thereafter, the collateral agent under the old first lien notes would be entitled to maintain possession of such capital stock or other securities until the payment in full of the old first lien notes. See "Description of the first lien notes—Security" and "Description of the second lien notes—Security."

The market price for the notes may be volatile.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial fluctuations in the price of the securities. Even if a trading market for the notes develops, it may be subject to disruptions and price volatility. Any disruptions may have a negative effect on noteholders, regardless of our prospects and financial performance.

The following risks apply to the old first lien notes and will apply equally to the new first lien notes:

The notes will be secured only to the extent of the value of the assets that have been granted as security for the notes and in the event that the security is enforced against the Collateral, the holders of the notes will receive proceeds from the Collateral only after the lenders under our New Credit Facility.

        If we default on the notes, the holders of the notes will be secured only to the extent of the value of the assets underlying their security interest. Not all of our assets secure the notes and we will not take action to perfect all liens on assets which do secure the notes. Furthermore, upon enforcement against any Collateral or in insolvency, under the terms of the First Lien Intercreditor Agreement proceeds of such enforcement will first be used to pay obligations outstanding under our New Credit Facility (including post-petition interest, whether or not allowable in any bankruptcy case) and certain hedging and cash management arrangements prior to paying the notes.

The value of the Collateral securing the notes may not be sufficient to satisfy our obligations under the notes and the other obligations secured by an equal and ratable lien on the Collateral.

        Obligations under the notes are secured by a first-priority lien on the Collateral. No appraisal of the value of the Collateral has been made in connection with this offering, and the fair market value is subject to fluctuations based on factors that include, among others, changing economic conditions, competition and other future trends. By its nature, some or all of the Collateral may be illiquid and may have no readily ascertainable market value. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, no assurance can be given that the proceeds from any sale or liquidation of the Collateral will be sufficient to pay our obligations under the notes, in full or at all, after first satisfying our obligations in full under the New Credit Facility. There also can be no assurance that the Collateral will be saleable and, even if saleable, the timing of its liquidation would be uncertain. To the extent that liens, rights or easements granted to third parties encumber assets located on property owned by us, such third parties have or may exercise rights and remedies with respect to the property subject to such liens that could adversely affect the value of the Collateral and the ability of the collateral agent to foreclose on the Collateral. In addition, we did not have liens perfected on all of the Collateral securing the notes prior to the closing of the offering. Accordingly, there may not be sufficient

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Collateral to pay all or any of the amounts due on the notes. Any claim for the difference between the amount, if any, realized by holders of the notes from the sale of the Collateral securing the notes and the obligations under the notes will rank equally in right of payment with any second lien debt, all of our other unsecured unsubordinated indebtedness and other obligations, including trade payables. With respect to some of the Collateral, the collateral agent's security interest and ability to foreclose will also be limited by the need to meet certain requirements, such as obtaining third party consents and making additional filings. If we are unable to obtain these consents or make these filings, the security interests may be invalid and the holders will not be entitled to the Collateral or any recovery with respect thereto. We cannot assure you that any such required consents can be obtained on a timely basis or at all. These requirements may limit the number of potential bidders for certain Collateral in any foreclosure and may delay any sale, either of which events may have an adverse effect on the sale price of the Collateral. Therefore, the practical value of realizing on the Collateral may, without the appropriate consents and filings, be limited.

The rights of holders of notes in the Collateral may be adversely affected by the First Lien Intercreditor Agreement.

        Under the terms of the First Lien Intercreditor Agreement by and among the collateral agent for the holders of notes, the collateral agent under the New Credit Facility and the other parties from time to time thereto, the liens securing the obligations under the New Credit Facility and obligations under certain hedging and cash management arrangements on any assets of ours or the guarantors generally rank equally with the liens on such assets securing our and the guarantors' obligations under the notes and the guarantees. However, the First Lien Intercreditor Agreement provides that the obligations under the New Credit Facility (including post-petition interest, whether or not allowable in any bankruptcy case) as well as under such hedging and cash management arrangements will be paid prior to the obligations under the notes and guarantees in the event of any foreclosure or bankruptcy event.

        Additionally, the First Lien Intercreditor Agreement generally permits each of the collateral agent for the holders of the notes, the collateral agent for the lenders under the New Credit Facility and the collateral agent for any other holders of pari passu lien indebtedness to independently enforce their liens on the Collateral (provided that distributions received on enforcement are applied as provided in the First Lien Intercreditor Agreement). It is possible that disputes may occur between the holders of the notes and lenders under our New Credit Facility or other secured parties as to the appropriate manner of pursuing enforcement remedies with respect to the Collateral which may delay enforcement of the Collateral, result in litigation and/or result in enforcement actions against the Collateral that are not approved by the holders of the notes. See "Description of the first lien notes—First lien intercreditor agreement."

The following risks apply to the old second lien notes and will apply equally to the new second lien notes:

If a bankruptcy petition were filed by or against us, holders of the notes may receive a lesser amount for their claim than they would have been entitled to receive under the indenture governing the notes.

        If a bankruptcy petition were filed by or against us under the United States Bankruptcy Code after the issuance of the notes, the claim by any holder of the notes for the principal amount of the notes may be limited to an amount equal to the sum of:

•

the original issue price for the notes; and



•

that portion of the discount that does not constitute "unmatured interest" for purposes of the United States Bankruptcy Code.

        Any discount that was not amortized as of the date of the bankruptcy filing would constitute unmatured interest. Accordingly, holders of the notes under these circumstances may receive a lesser

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amount than they would be entitled to under the terms of the indenture governing the notes, even if sufficient funds are available.

The collateral securing the notes is subject to control by creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay both the first priority creditors and the holders of the notes.

        The notes are secured on a second-priority basis by substantially all of the Collateral securing the New Credit Facility and old first lien notes (including any refinancing thereof in the form of bank loans, debt securities or other indebtedness) on a first priority basis. In addition, under the terms of the indenture governing the notes, we are permitted in the future to incur additional indebtedness and other obligations that may share in the second-priority liens on the Collateral securing the notes, and in certain circumstances, in the first priority liens on the Collateral securing the New Credit Facility and old first lien notes.

        The holders of our obligations secured by the first priority liens on the Collateral will be entitled to receive proceeds from any realization of the collateral to repay their obligations in full before the holders of the notes and other obligations secured by second-priority liens will be entitled to any recovery from the Collateral. We cannot assure you that, in the event of a foreclosure on the Collateral or a bankruptcy, the proceeds from the sale of all of such Collateral would be sufficient to satisfy the amounts outstanding under the notes and our other obligations secured by the second-priority liens, if any, after payment in full of all obligations secured by the first priority liens on the Collateral. If such proceeds were not sufficient to repay amounts outstanding under the New Notes, then holders of the notes (to the extent not repaid from the proceeds of the sale of the Collateral) would only have an unsecured claim against our remaining assets, which claim will rank equal in priority to the unsecured claims with respect to any unsatisfied portion of the obligations secured by the first priority liens and our other unsecured senior indebtedness. As of March 31, 2010, we had approximately $450.6 million of indebtedness, of which $438.8 million was secured by first priority liens, and $35.0 million was available for borrowing under the New Credit Facility. Under the indenture governing the notes, we may incur additional indebtedness secured by first priority liens and second-priority liens so long as such first and second-priority liens are securing indebtedness permitted to be incurred by the covenants described under "Description of the second lien notes" and certain other conditions are met. Our ability to designate future debt as either first priority secured or second-priority secured and, in either event, to enable the holders thereof to share in the Collateral on either a priority basis or a pari passu basis with holders of the notes, New Credit Facility and old first lien notes, may have the effect of diluting the ratio of the value of such Collateral to the aggregate amount of the obligations secured by the collateral.

The lien-ranking provisions set forth in the indenture governing the notes and the Junior Lien Intercreditor Agreement will substantially limit the rights of the holders of the notes with respect to the Collateral securing the notes.

        The rights of the holders of the notes with respect to the Collateral securing the notes are substantially limited pursuant to the terms of the lien-ranking provisions set forth in the indenture and security documents governing the notes and in the Junior Lien Intercreditor Agreement. Under those lien-ranking provisions, at any time that obligations that have the benefit of the first priority liens (including our New Credit Facility and the old first lien notes) are outstanding, any actions that may be taken in respect of the Collateral, including the ability to cause the commencement of enforcement proceedings against the Collateral and to control the conduct of such proceedings, and the approval of amendments to, releases of Collateral from the lien of, and waivers of past defaults under, the collateral documents, will be at the direction of the holders of the obligations secured by the first priority liens. The trustee, on behalf of the holders of the notes, will not have the ability to control or

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direct such actions, even if the rights of the holders of the notes are adversely affected. Additional releases of Collateral from the second-priority lien securing the notes are permitted under some circumstances. The holders will also waive certain rights normally accruing to secured creditors in a bankruptcy. See "Description of the second lien notes—Security."

The collateral can be released in certain circumstances without consent of the holders of the notes.

        Under the terms of the New Credit Facility and the indenture governing the notes, we are permitted to sell the Collateral subject to certain limitations. Therefore, the Collateral available to secure the New Credit Facility and the notes could be reduced in connection with the sales of assets or otherwise. In certain circumstances, the proceeds from the sale of assets will not be included in the Collateral securing the New Credit Facility and the notes or may, in certain circumstances, be included in the Collateral securing our first priority lien obligations. See "Description of the second lien notes—Certain covenants."

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Use of proceeds

        We will not receive any cash proceeds from the issuance of the new notes pursuant to the exchange offers. In consideration for issuing the new notes as contemplated in this prospectus, we will receive in exchange a like principal amount of old notes, the terms of which are substantially identical to the new notes. The old notes surrendered in exchange for the new notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any change in our capitalization.

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Ratio of earnings to fixed charges

        The following table shows Reddy Holdings' ratio of earnings to fixed charges for the periods indicated:

(1)

During certain of the periods presented above, earnings were not sufficient to cover fixed charges. For the year ended December 31, 2008, the deficiency was $141,799. For the three months ended March 31, 2010 and 2009, the deficiency was $33,828 and $22,633, respectively. For the year ended December 31, 2009 and the three months ended March 31, 2010, the deficiency on a pro forma basis was $16,878 and $39,462, respectively.

        The following table shows Reddy Ice's ratio of earnings to fixed charges for the periods indicated:

(1)

During certain of the periods presented above, earnings were not sufficient to cover fixed charges. For the year ended December 31, 2008, the deficiency was $127,318. For the three months ended March 31, 2010 and 2009, the deficiency was $29,550 and $15,645, respectively. For the year ended December 31, 2009 and the three months ended March 31, 2010, the deficiency on a pro forma basis was $16,519 and $38,227, respectively.

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Capitalization

        The following table sets forth the cash and cash equivalents and capitalization as of March 31, 2010 of Reddy Holdings and its subsidiary. This information should be read together with "Summary—The transactions" and our historical consolidated financial statements and related notes included elsewhere in this prospectus.

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Selected historical financial data

        You should read the following consolidated financial data table in conjunction with our consolidated financial statements and related notes and "Management discussion and analysis" in this prospectus. The financial information as of and for the three months ended March 31, 2009 and 2010 is derived from our unaudited consolidated financial statements and related notes included elsewhere in this prospectus. The financial information as of December 31, 2008 and 2009 and for the fiscal years ended December 31, 2007, 2008 and 2009, is derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. The financial information as of December 31, 2005, 2006 and 2007 and for the fiscal years ended December 31, 2005 and 2006, is derived from our audited consolidated financial statements and related notes not included this prospectus. Our historical results are not necessarily indicative of the results to be expected in any future period.

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        Unaudited pro forma net loss per share for the three months ended March 31, 2010 and the year ended December 31, 2009, were $1.19 and $0.61, respectively. Such pro forma net loss per share amounts are based on the weighted average number of shares of common stock used in the calculation of historical basic net income (loss) per share. For purposes of computing pro forma net loss per share (unaudited), the historical net loss for the three months ended March 31, 2010 was increased by $4.1 million and the historical net income for the year ended December 31, 2009 was reduced by $17.9 million as a result of the additional interest expense, net of tax, resulting from the debt refinancing transactions described herein.

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Management discussion and analysis

        The following discussion and analysis of financial condition and results of operations should be read in conjunction with the "Selected historical financial data" and our consolidated financial statements and related notes included elsewhere in this prospectus. Except as noted, there are no material differences between the consolidated balances presented herein and the balances of Reddy Ice Corporation. This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The forward-looking statements include statements concerning, among other things, our business strategy, including anticipated trends and developments in and management plans for our business and the markets in which we operate; future financial results, operating results, revenues, gross margin, operating expenses, products, projected costs and capital expenditures; research and development programs; sales and marketing initiatives; and competition. Forward-looking statements are generally accompanied by words such as "expect" and other words with forward-looking connotations. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in the sections entitled "Statements regarding forward-looking information" and "Risk factors", of this prospectus and in Reddy Holdings' SEC filings.

Overview

        We are the largest manufacturer and distributor of packaged ice in the United States and serve a variety of customers in 33 states and the District of Columbia. Our business consists of:

•

the traditional manufacture and delivery of ice from a central point of production to the point of sale; and



•

the installation and operation of The Ice Factory, our proprietary in-store bagging ("ISB") equipment located in high volume locations that produces, packages and stores ice through an automated, self contained system.

        Seasonality.    Our results of operations are highly seasonal, characterized by peak demand during the warmer months of May through September, with an extended peak selling season in the southern United States. As a result of this seasonality and the fixed costs in our business, the proportion of revenues earned and the ratio of costs to revenues in any given quarter are not necessarily indicative of the ratios for a full year. Revenues within specific markets can also be affected by weather conditions, with cool or rainy weather negatively impacting demand and extremely hot weather increasing our costs as we respond to excess customer demand for our products. Approximately 69%, 69%, and 68% of our revenues occurred during the second and third calendar quarters in 2009, 2008 and 2007, respectively. As a result of seasonal revenue declines and a less than proportional decline in certain expenses during the first and fourth calendar quarters, we typically experience lower profit margins resulting in losses during these periods. In addition, because a significant portion of our annual sales are generated during the second and third calendar quarters, our annual results of operations may fluctuate significantly if the weather during these periods is unusually cool or rainy on a national or regional basis. Cool and rainy weather has a negative impact on operations, while warm and dry weather generally has a positive impact. For additional information concerning the impact of seasonality on our results of operations, see "—General economic trends and seasonality".

        Revenues.    Our revenues primarily represent sales of packaged ice and packaged ice bags for use in our ISB equipment. There is no right of return with respect to these products. A portion of our revenues also represents fees earned under management agreements for ISB systems located outside our primary territories that are recognized as earned under contract terms.

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        Cost of sales (excluding depreciation).    Our cost of sales (excluding depreciation) consists of costs related to the manufacturing and distribution of our products, including, in particular:

•

manufacturing and distribution labor costs;



•

raw materials (primarily polyethylene-based plastic bags);



•

product delivery expenses, including fuel and vehicle rental expense related to products delivered by our own distribution network, as well as fees paid to distributors who deliver ice to our customers on our behalf;



•

utility expenses (primarily electricity used in connection with the manufacturing, storage and distribution processes); and



•

ISB system costs associated with customer service representatives and machine technicians (ISB systems generally do not increase our plant occupancy, delivery or utility costs).

        Depreciation expense related to cost of sales and depreciation and amortization.    Depreciation and amortization are divided into two line items: depreciation expense related to cost of sales and depreciation and amortization expense. Depreciation expense related to cost of sales consists of depreciation expense for our production and distribution equipment. Depreciation and amortization expense consists of depreciation and amortization expense for our selling, general and administrative functions.

        Operating expenses.    Our operating expenses are costs associated with selling, general and administrative functions. These costs include executive officers' compensation, office and administrative salaries, insurance, legal and other professional services and costs associated with leasing office space. Labor costs, including associated payroll taxes and benefit costs, but excluding non-cash stock-based compensation expense, included in operating expenses represented approximately 9%, 7% and 7% of sales in 2009, 2008 and 2007, respectively and approximately 20% and 15% of revenues in the three months ended March 31, 2010 and 2009, respectively.

        Cost of antitrust investigations and related litigation.    Costs related to the current antitrust investigations and related litigation, net of insurance recoveries, are composed primarily of legal fees, document collection costs and the fees of other experts and consultants.

        Facilities.    At March 31, 2010, we owned or operated 55 ice manufacturing facilities, 70 distribution centers and approximately 3,500 Ice Factories. As of the same date, we had an aggregate daily ice manufacturing capacity of approximately 18,000 tons.

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Three months ended March 31, 2010 compared to three months ended March 31, 2009

        Revenues:    Revenues decreased $6.4 million from the three months ended March 31, 2009 to the three months ended March 31, 2010. This decrease is primarily due to a percentage decline in packaged ice volume sales in the low to mid-teens related primarily to significant adverse weather patterns in most of our markets and lower average sales prices primarily related to changes in product mix.

        Cost of sales (excluding depreciation):    Cost of sales (excluding depreciation) decreased $0.6 million from the three months ended March 31, 2009 to the three months ended March 31, 2010. This decrease in cost of sales is due to lower volume sales, although costs did not decrease proportionally with revenues due to the significant amount of costs that are fixed during this period.

        Labor costs, including associated payroll taxes and benefit costs (including health insurance), accounted for approximately 40% and 36% of revenues in the three months ended March 31, 2010 and 2009, respectively. Operating leases, including vehicles, plant equipment and ISB equipment, accounted for approximately 11% and 7% of revenues in the three months ended March 31, 2010 and 2009, respectively. Cost of plastic bags represented approximately 6% and 7% of revenues in the three months ended March 31, 2010 and 2009, respectively. The ratio of fuel expenses to revenues increased from 3% in the three months ended March 31, 2009 to 5% in the three months ended March 31, 2010. Expenses for independent third party distribution services were 6% of revenues in the three months ended March 31, 2010 and 2009. Electricity expense accounted for approximately 7% of revenues in the three months ended March 31, 2010 and 2009.

        Depreciation expense related to cost of sales:    Depreciation expense related to cost of sales increased $0.2 million as a result of new production and distribution equipment placed in service in 2009 and the first three months of 2010, partially offset by dispositions and assets becoming fully depreciated.

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        Operating expenses:    Operating expenses increased $0.9 million from the three months ended March 31, 2009 to the three months ended March 31, 2010. This increase is primarily due to $1.2 million increase in labor and benefits due to additional headcount at the senior management level and higher health insurance costs. All other operating expenses decreased $0.3 million, primarily due to a $1.0 million decrease in professional services, which was partially offset by increases in various other expenses, including bad debt expense.

        Depreciation expense and amortization expense:    Depreciation and amortization expense increased $0.2 million as a result of new equipment placed in service in 2009 and the first three months of 2010, partially offset by dispositions and assets becoming fully depreciated.

        Loss on diesel hedge:    A loss of $0.4 million was incurred during the three months ended March 31, 2009 in connection with a derivative used to hedge the cost of diesel used in our delivery operations. The loss was composed of a $0.3 million non-cash change in the fair value of the derivative and $0.1 million of cash settlements as the floating amount received from the counterparty was less than the fixed price we were obligated to pay.

        Costs of antitrust investigations and related litigation:    During the three months ended March 31, 2010 and 2009, we incurred $0.9 million and $2.9 million, respectively, of legal fees and other expenses associated with the antitrust investigation being conducted by the Antitrust Division of the United States Department of Justice and the related litigation. These costs have been recognized and paid by Reddy Holdings.

        Interest expense, net:    Net interest expense increased $0.1 million from the three months ended March 31, 2009 to the three months ended March 31, 2010. This change is related to increased interest costs associated with our new 11.25% senior secured notes and 13.25% senior secured notes, partially offset by decreased interest expense related to the 10¹/2% senior discount notes that were exchanged for 13.25% senior secured notes and lower interest rates on the term loan that was repaid in March 2010. The amount of net interest expense recognized by Reddy Holdings was $3.4 million and $4.1 million during the three months ended March 31, 2010 and 2009, respectively.

        Debt refinance costs:    Costs of $6.1 million were incurred in the three months ended March 31, 2010 in connection with the refinancing of substantially all of our outstanding debt and consists of certain fees and expenses paid to third parties in connection with the transactions, as well as the write-off of $0.3 million of deferred debt issue costs associated with debt that was repaid in the transactions.

        Income tax expense:    The effective tax rate decreased from 47.1% during the three months ended March 31, 2009 to 33.2% during the three months ended March 31, 2010 as a result of the effects of state income taxes based on margin and the Company's projected book loss before income taxes.

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Year ended December 31, 2009 compared to the year ended December 31, 2008