Use these links to rapidly review the document
TABLE OF CONTENTS
Index to consolidated financial statements

As filed with the Securities and Exchange Commission on November 16, 2010

Registration Number 333-166177

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NuCO₂ INC.
(Exact name of Registrant as specified in its charter)

2800 SE Market Place
Stuart, Florida 34997
(772) 221-1754
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Michael E. DeDomenico
Chairman and Chief Executive Officer
2800 SE Market Place
Stuart, Florida 34997
(772) 221-1754
(Name, address and telephone number, including area code, of agent for service)

As soon as practicable after this Registration Statement becomes effective.
(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):

CALCULATION OF REGISTRATION FEE

(1)

Estimated solely for the purpose of computing the amount of the registration fee, in accordance with Rule 457(o) promulgated under the Securities Act of 1933.

(2)

Includes offering price of additional shares that the underwriters have the option to purchase. See "Underwriting."

(3)

Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

Table of Contents

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS        SUBJECT TO COMPLETION                        NOVEMBER 16, 2010

                  Shares

NuCO₂ Inc.
Common Stock

This is the initial public offering of our common stock. There has been no public market for our common stock since 2008. We are offering            shares of common stock offered by this prospectus. We expect the public offering price to be between $        and $        per share.

We will apply to have our common stock approved for listing on The New York Stock Exchange under the symbol "NUCO."

Investing in our common stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our common stock under "Risk factors" beginning on page 16 of this prospectus.

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

The underwriters may also purchase up to an additional        shares of our common stock at the public offering price, less the underwriting discounts and commissions payable by us, to cover over-allotments, if any, within 30 days from the date of this prospectus. If the underwriters exercise this option in full, the total underwriting discounts and commissions will be $        and our total proceeds, before expenses, will be $        .

The underwriters are offering our common stock as set forth under "Underwriting." Delivery of the shares of our common stock will be made on or about                  , 2010.

The date of this prospectus is                 , 2010

Table of Contents

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted.

TABLE OF CONTENTS

Through and including                           , 2010 (the 25th date after the date of this prospectus), federal securities law may require all dealers that effect transactions in these securities, whether or not participating in this offering, to deliver a prospectus. This requirement is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Unless specifically noted otherwise, information contained in this prospectus concerning our industry and our markets, our general expectations concerning our industry and market positions and other market share data is based on our management's estimates. Among other things, management bases these estimates on market research sourced from Technomic, Inc. discussed in greater detail below; discussions with our foodservice customers, our competitors and other industry participants; information sharing and discussions with soft drink and beer producers and distributors; and our results of operations and management's past experience in the industry as well as management's assumptions based on its knowledge of this industry, all of which we believe to be reasonable. These estimates and assumptions are inherently subject to uncertainties and may prove to be inaccurate.

We have engaged Technomic, Inc., a fact-based research and consulting firm that assists restaurants, food suppliers and other related firms in the hospitality industry, to conduct certain market research for us. Information contained in this prospectus concerning U.S. fountain locations and related consumption volume is derived from market research conducted by Technomic, Inc. with our participation regarding annual soda syrup consumption per fountain location. Information contained in this prospectus with respect to the size of the draught beer systems market is derived from market

i

Table of Contents

research conducted by Technomic, Inc. with our participation regarding U.S. locations operating more than one beer tap.

"NuCO₂," "AccuRoute" and "Beverage Carbonation Made Easy" and their respective logos are our registered trademarks and "XactMix," "XactCO₂" and "XactN₂" and their respective logos are subject to pending trademark applications. Solely for convenience, from time to time, we refer in this prospectus to our registered trademarks without the ® symbols and our unregistered trademarks without the ™ symbols, but such references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights to our trademarks.

ii

Table of Contents

Prospectus summary

The following summary should be read together with, and is qualified in its entirety by, the more detailed information and financial statements and related notes included elsewhere in this prospectus. The following summary does not contain all of the information you should consider before investing in our common stock. For a more complete understanding of this offering, we encourage you to read this entire prospectus, including the "Risk factors" section, before making an investment in our common stock.

In this prospectus, unless the context indicates otherwise: "NuCO₂," the "Company," "we," "our" or "us" refers to NuCO₂ Inc., a Delaware corporation, the issuer of the common stock being offered hereby, and its subsidiaries.

OUR COMPANY

We believe we are the leading national provider of fountain and draught beer beverage carbonation solutions to the restaurant and hospitality industry. Our solutions combine equipment for the storage, blending, and dispensing of beverage grade carbon dioxide, or CO₂, and nitrogen, or N₂, gases, with continuous, unprompted beverage gas supply service to customer locations via long-term agreements. In combination, our equipment and beverage gas supply services are designed to ensure uninterrupted fountain and draught beer beverage carbonation for our customers. Our customers are primarily quick service restaurant chains, or QSRs, as well as other restaurant chains, bars, convenience store chains, and sports and entertainment venues. Our solutions maximize our customers' cost effectiveness, operational efficiency and carbonation supply reliability by replacing costly, more cumbersome and less reliable high pressure beverage gas cylinders, at a small monthly cost with no upfront investment for the customer. We believe our value proposition remains strong and durable, as beverage carbonation is critically important to our QSR and other customers, who derive the largest portion of store level profitability from high-margin fountain and draught beer beverage revenues. As a result, we have a highly visible revenue base supported by long-term service agreements with high renewal rates and a significant national presence in an industry with substantial barriers to entry. We believe we have strong growth potential, as our solutions remain underpenetrated in our target markets despite our current leading market share position. For the fiscal year ended June 30, 2010, we generated revenues of $167.7 million, Adjusted EBITDA of $65.3 million and operating income of $26.3 million. Our revenues, Adjusted EBITDA and operating income grew at compound annual growth rates of 11.5%, 12.2% and 6.9%, respectively, from the fiscal year ended June 30, 2005. While a portion of this growth is attributable to acquisitions made over these periods, the majority is attributable to new customer additions. Revenues, Adjusted EBITDA and operating income for the three months ended September 30, 2010 were $47.1 million, $18.9 million and $9.4 million, respectively, and increased 11.1%, 12.2% and 28.1%, respectively, when compared to the three month period ended September 30, 2009. For a reconciliation of Adjusted EBITDA to operating income, see the section entitled "—Discussion of EBITDA and Adjusted EBITDA" below.

OUR MARKETS

We serve the U.S. fountain and draught beer retail beverage market. Our addressable market consists of all U.S. restaurant and hospitality locations that serve fountain-dispensed soft drinks. We estimate that this market consists of approximately 625,000 locations nationwide. Our fountain beverage bulk CO₂ solutions, which currently represent a majority of our revenues, are customized to individually serve both high beverage volume and moderate beverage volume customer locations, as defined by estimated annual soda syrup consumption per fountain location, which we believe, based on the average ratio of CO₂ and syrup usage by our fountain beverage customers, is a proxy for store-level beverage gas consumption. Our newly-introduced Mini-Bulk solutions are designed for moderate volume locations. We, and our industry, consider those locations that use more than 500 gallons of

1

Table of Contents

fountain syrup per year to be high volume, those locations that use between 300 and 500 gallons of fountain syrup per year to be moderate volume and those locations that use less than 300 gallons of fountain syrup per year to be low volume. We estimate that there are approximately 210,000 locations in the addressable U.S. market for our high volume fountain beverage solutions, of which we currently service approximately 132,500 locations, or 63%. We also estimate the moderate volume market opportunity is approximately 85,000 locations in the U.S., of which we currently service approximately 9,000 locations, or 11%. The remaining approximately 330,000 locations in the U.S. retail fountain beverage market which we do not prioritize are low volume beverage customer locations utilizing conventional high pressure cylinders for fountain beverage carbonation. Our newly debuted draught beer beverage carbonation solutions target a distinct addressable U.S. market that we estimate to be approximately 207,000 locations serving draught beer, approximately 132,000, or 64%, of which also represent target fountain beverage locations of high or moderate volume for our bulk CO₂ and Mini-Bulk solutions.

The chart below segments the U.S. fountain and draught beer beverage market into our target high and moderate beverage volume fountain and draught beer markets, as defined by number of customer locations at high, moderate or low volume beverage consumption:

Restaurant and hospitality fountain and draught beer beverage market
total U.S. locations: 625,000

Source: Company estimates

OUR SERVICES

Our fountain beverage solutions—consisting of our bulk CO₂ solutions for high volume locations, our Mini-Bulk solutions for moderate volume locations and other carbonation solutions—are used to carbonate fountain beverages on-site at approximately 141,000 locations nationwide. Our market-leading scale in high volume beverage carbonation solutions and differentiated national service infrastructure allow us to successfully service locations affiliated with 99 of the top 100 national restaurant chains that serve fountain beverages, according to National Restaurant News, as well as the top 10 convenience store chains, according to c-stores.com. We serve the majority of these customers, 57 of the top 100, under longer-term Master Service Agreements, or MSAs. These MSAs generally

2

Table of Contents

provide long-term contractual exclusivity for the provision of our services in all corporate-owned customer locations, as well as grant us qualified preferred vendor status for associated chain franchisees. Our MSAs include standardized contractual unit pricing and typically have four to six-year terms of service with each customer location. We believe our national reach, sophisticated bulk service capabilities and demonstrated service record with blue chip customers have contributed to our 63% share of the approximately 210,000 high volume U.S. locations. We estimate that our next largest competitor provides bulk CO₂ solutions to approximately 10,000, or 5%, of these locations. We believe we maintain an outstanding service record with our customers, including McDonald's, Burger King, Subway, Taco Bell, Chipotle Mexican Grill, Panera Bread, 7-Eleven, Regal Cinemas, Walt Disney World and Yankee Stadium, as evidenced by less than 2% voluntary bulk CO₂ customer attrition since July 1, 2008. In addition, we have no significant customer concentration, as our largest customer contract accounted for less than 3% of total revenues for the fiscal year ended June 30, 2010 and the three months ended September 30, 2010.

In February 2010 we launched our Mini-Bulk solution to complement our high volume fountain beverage carbonation solutions. We designed our Mini-Bulk solution for moderate volume locations, which are typically smaller, less trafficked restaurant and hospitality chain locations or non-chain affiliated individual locations. Mini-Bulk is a "slimmed-down" bulk CO₂ solution, designed to replicate the value proposition and economics of our high volume fountain beverage solutions. Mini-Bulk utilizes a combination of a lower capacity beverage gas storage and dispensing system and more limited gas supply service frequency to target an addressable U.S. market that we estimate to be approximately 85,000 fountain beverage locations. Today, we provide our solutions for less than 10% of these 85,000 locations and, accordingly, we expect that the Mini-Bulk solution will supplement our growth by expanding the potential number of high pressure cylinder users converting to a bulk solution.

Also, in March 2010 we introduced customized draught beer carbonation solutions, including the XactMix™ beverage control system and XactN₂™ nitrogen generator. These systems are designed to ensure appropriate draught beer carbonation, optimize taste and reduce beer waste from overpour and unused product. We expect the XactMix™ beverage control system and XactN₂™ nitrogen generator to drive incremental growth from the underpenetrated draught beer carbonation solutions market. We estimate this addressable U.S. market includes approximately 207,000 locations, approximately 132,000 of which also represent target fountain beverage locations of high or moderate volume for our bulk CO₂ and Mini-Bulk solutions.

Our high volume bulk CO₂, Mini-Bulk and draught beer beverage carbonation solutions collectively leverage our dedicated national service infrastructure. As of September 30, 2010, our beverage carbonation service infrastructure consisted of 140 service locations across 48 states, reaching approximately 141,000 customer fountain and draught beer beverage locations using 265 specialized delivery vehicles and 132 technical service vehicles. When we begin servicing a new customer location, our technicians initially install a bulk CO₂, Mini-Bulk or draught beer beverage carbonation system at a customer's location. The system may include a cryogenic tank for bulk CO₂, a nitrogen gas generator, a high pressure gas cylinder, and a combination flow control and gas mixing device. We supplement this system with our unprompted delivery and refill services for all supplied beverage gases and any necessary periodic system maintenance, as well as our 24/7 customer service support. The majority of our contracts provide for a single monthly price to the customer for the combination of our beverage system and unprompted, continuous delivery and refill services, with contractual fuel surcharges, annual indexed-based price adjustments and substantial customer termination penalties. Our beverage carbonation solutions incorporate system designs that are developed by us, but manufactured by third-parties on an outsourced basis. We also maintain national beverage grade gas supply arrangements with four major producers, providing for cost effective and reliable beverage gas supply for our operations.

3

Table of Contents

OUR COMPETITIVE STRENGTHS

The market leader, with significant barriers to entry

We are the market leader in the provision of fountain and draught beer beverage carbonation solutions. We currently manage the nation's sole dedicated and exclusive national service infrastructure and are the only provider capable of delivering a combination beverage carbonation system and gas supply solution on a national scale. We maintain a 63% market share of the estimated 210,000 high volume U.S. locations, and we believe the next largest competitor provides bulk CO₂ services to approximately 10,000, or 5%, of these locations. As our target customers prioritize quality systems, reliable maintenance and beverage gas supply services at a low monthly cost across multiple locations, we believe our national presence and deep service capabilities would be difficult, costly, uneconomical and time intensive to replicate. Our robust national service infrastructure, service record with blue chip chain customers, and strong local density provide us with differentiated customer reach, allowing us to service national and regional restaurant and hospitality chain customers under long-term agreements, including MSAs. We believe nationally we have a lower relative cost of service given our installed base and resulting scale advantages over our competitors, who are mainly local or regional industrial gas distributors that lack our service capabilities or are not exclusively focused on beverage carbonation solutions.

Highly compelling value proposition, yet low dollar cost to our customers

Beverage gas remains a critical input in the carbonation of fountain and draught beer beverages, impacting their quality, consistency and taste. Because fountain and draught beer beverages represent the most profitable product in substantially all QSRs, full-service restaurants, bars, and convenience store chains, our beverage carbonation solutions represent a non-discretionary, mission critical purchase by our customers. Despite its importance, beverage gas has a low relative and absolute cost, representing less than one cent of the overall cost of a single fountain or draught beer beverage. Our typical monthly billing to our customers is only approximately one hundred dollars per location. In addition, our customers do not incur any upfront investment associated with our systems. As existing and potential customers come to understand the lost sales and profit forfeiture that results from downtime associated with traditional high pressure cylinder products, as well as the quality, safety and logistical benefits of our beverage carbonation solutions, we believe beverage providers will increasingly choose our solutions at a low-dollar cost for attractive return on their investment.

Contractually secure, low volatility revenue base drives visible, recurring cash flows

Our revenues remain contractually secure and highly visible, as more than 85% of our approximately 141,000 served locations are under some form of long-term agreement. Further, 70% of our annual revenues are fixed under these agreements, regardless of volume, with the remainder of our revenue base demonstrating limited volatility on an annual basis. Our typical new customer contracts have an initial term of four to six years, provide us with the ability to pass along certain commodity costs via annual index-based price inflators and monthly fuel surcharges and include significant breakage penalties for early termination. The net effect of having long-term agreements with most customers and a relatively high percentage of revenue fixed under these agreements regardless of volume is a highly predictable cash flow stream with little volatility. As we typically contract for service with a chain customer's corporate franchisor and its individual franchisee locations, our revenues are also not overly dependent on any individual customer contract or geography. Our largest customer contract represented less than 3% of our total revenues for the fiscal year ended June 30, 2010 and the three months ended September 30, 2010. Because our services represent a critical input to our customers' high margin fountain and draught beer beverage revenues, and because of our integrated system of services, we have not experienced significant customer attrition. Our bulk CO₂ customer attrition rates for the fiscal years ended June 30, 2009 and June 30, 2010 have averaged approximately 5%, with

4

Table of Contents

voluntary customer contract termination representing less than 2%. Our historical customer retention rates over the past 2 fiscal years have remained in excess of 95%, demonstrating the strength of our customer value proposition. We have more than offset our customer attrition in each of the past five years with new customer installations derived through newly opened customer locations, conversion of existing high pressure beverage gas cylinder locations and share capture from competing beverage gas solutions providers. We expect this trend of net organic customer growth to continue into the foreseeable future.

Predictable and resilient end market demand

We believe our end users are both resilient and demonstrate sustained demand in all economic conditions, particularly QSR chains, representing more than 45% of our customer locations and a disproportionately higher percentage of our revenues, and our chain customers (defined as QSRs, full-service restaurants, convenience store and other customers that have 10 or more locations), which collectively represent 80% of our accounts. We believe QSRs will continue to demonstrate predictable demand. Based on market research conducted by Mintel International Group Ltd., we believe QSR demand growth continues to be buoyed by the high frequency of QSR visits demonstrated by the Asian-American and Hispanic-American population segments, two of the fastest growing U.S. populations, who are two and three times more likely to visit a QSR on a daily basis as compared to the overall U.S. average. We also believe our chain customers, whose new unit growth and real revenue growth from 2000 to 2005 was greater than three and four times that of non-chain restaurants based on research conducted by Euromonitor International, will continue to demonstrate strong relative demand, given their comparative advantages of capital, brand awareness, operating prowess and purchasing power.

The demand of our chain customers is resilient. For example, during the recent recessionary period, as the Consumer Sentiment Index dropped from a 2008 high of 78.4 to a 2009 low of 56.3, U.S. Real GDP contracted 2.4% and U.S. unemployment increased from 5.8% in 2008 to 10.0% in 2009, we increased our revenues, Adjusted EBITDA and operating income from $156.1 million, $57.7 million and $17.7 million for the fiscal year ended June 30, 2009 to $167.7 million, $65.3 million and $26.3 million for the fiscal year ended June 30, 2010, representing a year over year increase of 7.4%, 13.2% and 48.6%, respectively. For a reconciliation of Adjusted EBITDA to operating income, see the section entitled "—Discussion of EBITDA and Adjusted EBITDA" below.

Master service agreements provide a unique, low risk growth channel

We believe our unique service capabilities and dedicated national beverage supply infrastructure have allowed us to secure MSAs with 142 restaurant and convenience store chains that provide fountain beverages, including 57 MSAs with the top 100 U.S. restaurant chains, according to National Restaurant News. These MSAs generally provide for the long-term exclusive provision of beverage carbonation solutions in all corporate-owned customer locations, as well as qualified preferred vendor status for associated chain franchisees, which typically includes standardized contractual unit pricing and four to six-year contractual terms of service with each store location. Our MSAs allow us to leverage our corporate franchisor relationships towards the marketing of our services to newly constructed corporate and franchisee locations or current MSA franchisee locations utilizing high pressure beverage gas cylinders. Since MSAs allow us to negotiate terms with a customer on a national or regional level, we are able to avoid the expense and time necessary to demonstrate our capabilities and to negotiate individual contract terms with each customer. We believe MSAs represent an important growth avenue for us, as we serviced, as of September 30, 2010, approximately 75,800, or 61%, of the approximately 123,700 locations associated with our existing MSAs.

5

Table of Contents

Scalable business model with significant operating leverage

As the leading national beverage carbonation solutions supplier and only dedicated supplier with national scale, we maintain a dense, highly scalable service infrastructure that we believe gives us a lower relative cost of service and an attractive margin on incremental customers. Our national reach, combined with our local route density, allows us to efficiently service additional customer locations with minimal, if any, incremental infrastructure or personnel costs, while also minimizing the average driver time and wages, mileage and fuel costs incurred between customer stops. We believe that substantially all of the target accounts not currently served by us are on delivery routes currently served by our network. We believe that the incremental margin on new customers acquired in our service network is well in excess of our consolidated margins at our current capacity levels, with minimal need for network expansion in the coming years. As our business continues to grow, we expect our scale and local route density to continue to drive enhanced operating performance, as demonstrated by the expansion of our Adjusted EBITDA margins from 35.7% in fiscal year 2004 to 38.9% in fiscal year 2010. Our operating income margins increased slightly from 15.4% to 15.7% over this same period. Additionally, we increased our Adjusted EBITDA margins from 39.8% for the three months ended September 30, 2009 to 40.1% for the three months ended September 30, 2010. Our operating income margins increased to 19.9% for the three months ended September 30, 2010 from 17.2% when compared to the three months ended September 30, 2009. This operating leverage allows us to target new growth opportunities with similar barriers to entry and competitive advantages, such as our recent Mini-Bulk and draught beer systems, without significant additional investment. However, as discussed in the section entitled "Risk factors," we may not be able to increase the density of our customer base to allow for increased absorption of fixed costs.

Experienced and proven management team

We are led by a high quality and experienced executive team. Our senior management team members have an average of approximately 21 years of relevant experience in the industrial gas, restaurant and distribution industries and are responsible for having grown our revenues, Adjusted EBITDA and operating income at a compound annual growth rate of 11.5%, 12.2% and 6.9%, respectively, from the fiscal year ended June 30, 2005 to the fiscal year ended June 30, 2010. Under the ownership of affiliates of Aurora Capital Group, which acquired our business in 2008, we have deepened management talent at all levels of the organization, adding 15 new individuals to senior and mid-level management positions since the Acquisition. See "—Corporate Structure and Debt Financing." Eight of these senior and mid-level management positions are newly created positions and did not exist at our predecessor public company prior to the Acquisition.

OUR GROWTH STRATEGY

We believe the combination of our highly compelling customer value proposition, our leading market position in beverage carbonation solutions and our differentiated service capabilities will allow us to continue to derive significant organic growth through new customer additions from further penetration of our existing markets. We do not expect our growth initiatives to require a significant expansion of our existing service infrastructure or other significant capital investment. Given the depth of our beverage carbonation solutions expertise and the scalability of our service infrastructure, we believe we can continue to drive growth in our revenues through additional market penetration at attractive returns on invested capital without significantly increasing the risk of our operations.

We intend to use the cash flow provided by operating activities generated by our business, capacity under our existing revolving credit facilities and a portion of the proceeds from this offering to fund our growth opportunities. Due to the long-term contractual nature of our business, we do not need to commit to the purchase of any components for our systems or incur any installation costs until we

6

Table of Contents

have a customer service agreement in place. This provides for an appropriate, timely and highly visible return on each new investment we make.

Our growth strategies include:

–>

Further Market Penetration of our Fountain Beverage Solutions.    We believe the market for our bulk CO₂ and Mini-Bulk solutions remains underpenetrated. As we currently service approximately 132,500, or 63%, of the estimated 210,000 high volume U.S. fountain beverage locations and approximately 9,000, or 11%, of the estimated 85,000 moderate volume U.S. fountain beverage locations, we believe our leading market position, national reach, compelling value proposition and differentiated service capabilities will allow for increased penetration, resulting in significant new customer additions for our business. We are able to achieve new fountain beverage customer installations through multiple channels, including newly opened customer locations, conversion of existing high pressure beverage gas cylinder locations and share capture from competing beverage gas providers. To accomplish this, we expect to, in part, leverage our MSAs towards the marketing of our services to newly constructed corporate and franchisee locations or current MSA franchisee locations using high pressure beverage gas cylinders. We believe MSAs represent an important growth avenue for us, as we serviced, as of September 30, 2010, only approximately 75,800, or 61%, of the approximately 123,700 locations associated with our existing MSAs.

–>

Capitalize on Under-Serviced Demand with our Mini-Bulk Product Solution.    We believe the market for our fountain beverage solutions in moderate consumption locations—typically smaller, less trafficked restaurant and hospitality chain locations or non-chain affiliated restaurants—is large, fragmented and underpenetrated. We estimate the U.S. market is comprised of approximately 85,000 moderate volume fountain beverage locations, of which we currently only serve approximately 9,000, or 11%. We have designed our new Mini-Bulk solution to cost effectively address this market opportunity without sacrificing our targeted unit economics or the value proposition to our customers. Mini-Bulk relies on a smaller storage and dispensing system and a reduced gas supply service frequency to substantially reduce our overall cost of service for each Mini-Bulk location. However, once in place, it is serviced using our existing infrastructure. We believe our Mini-Bulk capabilities are a competitive advantage for us, extending our beverage carbonation solutions to under-serviced users who cannot be offered a bulk CO₂ solution cost effectively by our competitors. We expect Mini-Bulk to provide an important channel for future new customer growth.

–>

Capitalize on Under-Serviced Demand for Draught Beer Carbonation Solutions.    We believe the market for draught beer beverage carbonation solutions is also large and under-serviced. We estimate the U.S. market consists of approximately 207,000 bars and full-service restaurants operating more than one draught beer tap. We have invested significant management resources in the development of our proprietary draught beer solutions, including the XactmiX beverage control system and XactN₂ nitrogen generator, to address this market opportunity. Our customizable draught beer solutions now utilize a combination of beverage grade CO₂, a draught beer grade nitrogen generator and a gas control and blending device to optimize yield, taste and operational efficiency for higher volume draught beer locations. We estimate 132,000, or 64%, of these locations also operate fountain beverage volumes appropriate for our bulk CO₂ or Mini-Bulk fountain beverage solutions. We expect that our new draught beer beverage carbonation solutions will drive significant future new customer account growth from bars and full-service restaurants seeking a cost effective, higher quality beverage carbonation solution. However, as discussed in the section entitled "Risk factors," we may not be able to successfully expand our business into the draught beer market.

7

Table of Contents

–>

Acquire Customer Portfolios from Local Distributors.    Alternative sources of supply for our services consist predominantly of:

–>

local "mom and pop" gas distributors who cannot offer an integrated equipment system and refill service approach;

–>

regional gas distributors who provide a system and service offering, but lack exclusive focus, competency and cost effectiveness in providing fountain or draught beer beverage solutions; and

–>

large industrial gas distributors that do not possess our service capabilities or consider beverage gas delivery core to their business model.

As the beverage carbonation leader in the U.S. with differentiated service capabilities and the only dedicated national service infrastructure, we believe we have become the "acquiror of choice" for competing beverage gas distributors who find it increasingly difficult to match our cost effectiveness and service intensity. Further, given our dense, nationwide distribution footprint, and the minimal incremental fixed cost and low integration complexity associated with acquired contractual revenues, we are able to acquire incremental revenues at attractive margins. We believe the margins realized on the acquired revenues allow us to significantly enhance our overall operating margins and generate increased equity returns for our stockholders. We have largely operationalized our acquisition program, including dedicating two full-time employees to this function, and have a strong track record of consistently acquiring at least several thousand new accounts from our competitors each year other than in fiscal years 2007 and 2008. We expect that similar opportunities for account acquisition exist and will remain critical to our growth strategy going forward as well as allow us to achieve enhanced operating margins.

–>

Capitalize on Recovery in our Customers' End Markets.    While a difficult U.S. consumer environment slowed customer traffic broadly in 2009 by an average of 2% at QSR locations and an average of 4% at U.S. casual dining restaurant locations, according to research conducted by the NPD Group, and consequently slowed the growth of U.S. new restaurant openings, we continued to grow through a mix of organic new account penetration and acquisitions. We believe as unemployment levels subside and GDP grows, store level traffic and new store openings will increase, enhancing our already strong growth opportunity. In addition, based on market research conducted by the NPD Group, QSR consumers continue to shift towards chains versus non-chain locations as shown by traffic distribution. As evidence, this research showed that the percentage of QSR customers visiting chain locations increased from 62% in 2003 to 68% in 2009. This continuing shift towards QSR chains should benefit our revenues, due to our approximately 80% chain and 20% non-chain customer location mix.

–>

Continue to Pursue Innovative Beverage Carbonation Solutions.    We have pioneered the development of beverage carbonation solutions for restaurant and hospitality customers with the introduction of our beverage grade bulk CO₂ solution, through our most recent innovations, which include the newly debuted Mini-Bulk fountain beverage solution and XactmiX and XactN₂ draught beer solutions. We believe our demonstrated ability to uniquely design, develop and introduce innovative beverage carbonation products and solutions for our customers is a competitive advantage and a critical driver of our leading market position. Further, our innovative solutions not only have supported our market leadership, but continue to expand the size of our target markets and potential customer base, therefore creating new avenues for growth. We expect that we will continue to provide innovative beverage carbonation and related solutions to meet the changing needs and demands of our customers. However, as discussed in the section entitled "Risk factors," we cannot assure you that we will continue to bring successful new innovations and new products to the market.

8

Table of Contents

SUMMARY RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks summarized below, the risks described in the section entitled "Risk factors," and the other information contained in this prospectus, including our consolidated financial statements and the related notes, before deciding to purchase any shares of our common stock:

–>

the uncertainty of future operating results;

–>

lack of product diversity, continued market acceptance by the fountain beverage market of our bulk CO₂ equipment and consumer preference for carbonated beverages;

–>

our ability to implement our acquisition strategy;

–>

the competitiveness of the fountain beverage carbonation market and our inability to respond to various competitive factors;

–>

dependence on our existing leadership team;

–>

failure to find suitable replacements if our current suppliers refuse to or otherwise do not provide services to us;

–>

the pricing and availability of beverage grade CO₂ and other raw materials and shortages or increases in the prices thereof, or an increase in the cost of fuel;

–>

the success of our new products;

–>

seasonality of fountain beverage consumption;

–>

the business, credit, financial and other risks of customers;

–>

any collateral impact resulting from the ongoing worldwide financial "downturn," including global capital and credit market issues and any impacts on other participants in our industry; and

–>

the impact of our indebtedness on the operation of our business, including the impact of our securitization structure.

PRINCIPAL STOCKHOLDERS

Aurora Equity Partners III L.P., a Delaware limited partnership, and Aurora Overseas Equity Partners III, L.P., a Cayman Islands exempt limited partnership, which we refer to collectively as the Aurora Entities, are affiliates of Aurora Capital Group and control the vote with respect to 100% of our common stock, prior to giving effect to this offering. See "Certain relationships and related party transactions—Related Party Transactions—Securityholders agreement—Proxy and Voting Arrangements." After giving effect to this offering, the Aurora Entities will control the vote with respect to approximately         % of our common stock. Because of the Aurora Entities' ability to determine the outcome of stockholder votes, we are subject to additional risks, including that the Aurora Entities may have interests distinct from those of our other stockholders, as discussed in the section entitled "Risk factors."

Aurora Capital Group is a Los Angeles-based private investment firm managing over $2.0 billion of total capital. Aurora Equity Partners, the firm's private equity investment vehicle, focuses principally on control-investments in middle-market industrial, manufacturing and selected service oriented businesses, each with a leading position in sustainable niches, a strong cash flow profile and actionable opportunities for both operational and strategic enhancement.

9

Table of Contents

CORPORATE STRUCTURE AND DEBT FINANCING

We are a holding corporation that was formed in connection with the acquisition of our business from the prior stockholders of NuCO₂ Florida Inc. by affiliates of Aurora Capital Group in May 2008, which we refer to in this prospectus as the Acquisition. The Acquisition was, in part, financed utilizing a whole-business securitization financing, or the Securitization Transactions, for which we formed limited-purpose Delaware limited liability company subsidiaries, or the Securitization Entities, to house all of our revenue-generating assets as collateral in support of our financing. NuCO₂ Florida Inc., our wholly-owned direct subsidiary, now acts as our operating company and manages the Securitization Entities. We describe the Securitization Entities in further detail later in this prospectus in the section entitled "Business—Corporate Structure."

We believe our whole business securitization financing is a competitive advantage for us as we are afforded unique financial flexibility at minimal risk and a low cost of funding compared to more conventional financing structures. This structure allows us to fund our operations with highly-rated, lower priced debt, while subjecting us to only one financial covenant, a debt service coverage ratio, or DSCR. This structure also has less onerous restrictions on capital expenditures, acquisitions, dividends and changes of control than typically found in more conventional debt structures. We believe the risk of default in our capital structure is also remote, given that, based on our revenues for the quarter ended September 30, 2010 and our balance sheet as of such date, we expect that we would need to experience a greater than 34.4% decline in our collections over the following three months to breach the DSCR covenant. Our unique capital structure also provides us with a flexible maturity. Upon scheduled maturity in 2013 of our Series 2008-1 Class A-1 Notes, or our 2008 Senior Notes, and our Series 2008-1 Class B-1 Notes, or our Subordinated Notes, we have two successive one-year renewal periods at our sole option which we can utilize to extend this maturity to 2014 or 2015. Our 2010-1 Class A-1 Notes, or our 2010 Senior Notes, mature in 2015. However, as discussed in the section entitled "Risk factors," our whole business securitization does subject us to additional risks, including that we may be required to comply with additional conditions to incur additional new indebtedness and that we have a more limited ability to negotiate with noteholders in an event of default than we would have under a more traditional debt structure.

COMPANY INFORMATION

We maintain our principal executive offices at 2800 SE Market Place, Stuart, Florida 34997 and our telephone number is (772) 221-1754. We maintain a website at www.NuCO2.com. Information contained on our website is not a part of, and is not incorporated by reference into, this prospectus.

10

Table of Contents

The offering

Unless otherwise noted, all information in this prospectus assumes:

–>

no exercise of the underwriters' over-allotment option; and

–>

a public offering price of $         per share of our common stock, which is the mid-point of the range set forth on the front cover of this prospectus.

11

Table of Contents

Summary consolidated and pro forma combined financial data

The following summary consolidated financial data as of and for the period from July 1, 2007 to May 28, 2008 (Predecessor) and for the period from May 29, 2008 to June 30, 2008 (Successor) and for the fiscal years ended June 30, 2009 and June 30, 2010 (Successor) are derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. The following pro forma combined financial data for the twelve-month period ended June 30, 2008 is developed by applying pro forma adjustments to the historical audited consolidated financial statements included elsewhere in this prospectus in order to present our financial data for the twelve months ended June 30, 2008 as if the Acquisition had occurred on July 1, 2007. The following summary consolidated financial data as of September 30, 2010 and for the three month periods ended September 30, 2009 and 2010 are derived from our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus, which, in the opinion of management, have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our operating results and financial position for those periods and as of such dates. The balance sheet data as of September 30, 2009 are derived from our unaudited condensed consolidated financial statements and related notes and are not included elsewhere in this prospectus. The results for any interim period are not necessarily indicative of the results that may be expected for a full year. The results indicated below and elsewhere in this prospectus are not necessarily indicative of our future performance. You should read this information together with the sections entitled "Capitalization," "Unaudited pro forma combined financial data," "Selected consolidated financial data," "Management's discussion and analysis of financial condition and results of operations," "—Discussion of EBITDA and Adjusted EBITDA" and our consolidated financial statements and related notes included elsewhere in this prospectus.

12

Table of Contents

13

Table of Contents

DISCUSSION OF EBITDA AND ADJUSTED EBITDA

In addition to our results under generally accepted accounting principles in the United States, which we refer to as GAAP, we also use EBITDA and Adjusted EBITDA, both non-GAAP financial measures, which we consider to be important and supplemental measures of our performance. EBITDA represents net income (loss) before interest, taxes, depreciation and amortization; Adjusted EBITDA is further adjusted for the non-cash loss on asset disposals and non-cash stock option expenses, and certain non-operating expenses, including sponsor management fees and expenses, securitization debt-related administration fees, and transaction costs related to our acquisition activity.

We use, and we believe our investors and other external users of our financial statements benefit from, the presentation of both EBITDA and Adjusted EBITDA in evaluating our operating performance. EBITDA permits the measurement of our operating performance without regard to items such as interest expense, taxes, depreciation, and amortization, which can vary substantially from company to company depending upon accounting methods, the book value of assets and liabilities, capital structure, and the method by which assets were acquired. Our management, principal investors and other external users of our financial statements utilize Adjusted EBITDA to further account for non-cash expenses that are unrelated to the core operations of our business, which provides a more appropriate and complete performance benchmark for the business. Our management also uses EBITDA and Adjusted EBITDA for planning purposes, including the preparation of our annual operating budget and financial projections.

You are encouraged to evaluate these measures and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

EBITDA and Adjusted EBITDA have limitations as analytical tools. Some of these limitations are:

–>

EBITDA and Adjusted EBITDA do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

–>

EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

–>

EBITDA and Adjusted EBITDA do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;

–>

EBITDA and Adjusted EBITDA do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations;

–>

EBITDA and Adjusted EBITDA do not reflect the non-cash component of employee compensation;

–>

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements;

–>

Other companies, including other companies in our industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure; and

–>

EBITDA and Adjusted EBITDA do not reflect tax obligations whether current or deferred.

Because of these limitations, you should not consider EBITDA and Adjusted EBITDA in isolation, or as a substitute for net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. We compensate for

14

Table of Contents

these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only supplementally.

The Securities and Exchange Commission, or the SEC, has adopted rules to regulate the use in filings with the SEC and public disclosures and press releases of non-GAAP financial measures, such as EBITDA and Adjusted EBITDA, that are derived on the basis of methodologies other than in accordance with GAAP. These rules require, among other things:

–>

a presentation with equal or greater prominence of the most comparable financial measure or measures calculated and presented in accordance with GAAP; and

–>

a statement disclosing the purposes for which our management uses the non-GAAP financial measure.

The rules prohibit, among other things:

–>

exclusion of charges or liabilities that require cash settlement or would have required cash settlement absent an ability to settle in another manner, from non-GAAP liquidity measures;

–>

adjustment of a non-GAAP performance measure to eliminate or smooth items identified as non-recurring, infrequent or unusual, when the nature of the charge or gain is such that it is reasonably likely to recur; and

–>

presentation of non-GAAP financial measures on the face of any financial information.

The following table presents a reconciliation of operating income, the most comparable GAAP financial measure, to EBITDA and Adjusted EBITDA, for each of the periods indicated:

15

Table of Contents

Risk factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the other information contained in this prospectus before deciding whether to purchase our common stock. Our business, prospects, financial condition and operating results could be materially adversely affected by any of these risks, as well as other risks not currently known to us or that we currently consider immaterial. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. In assessing the risks described below, you should also refer to the other information contained in this prospectus, including our consolidated financial statements and the related notes, before deciding to purchase any shares of our common stock.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

Our future operating results are uncertain despite the previous growth rate in our revenues.

Prior growth rates in our revenues should not be considered indicative of future growth rates in our revenues. The timing and amount of future revenues will depend on, among other things:

–>

our ability to renew customer contracts with existing customers upon their expiration and to achieve high customer satisfaction with existing customers;

–>

our ability to acquire additional locations with existing customers;

–>

our ability to obtain agreements with new customers to install bulk CO₂ equipment and use our services;

–>

our ability to increase the density of our customer base for existing service locations in order to allow for increased absorption of fixed costs;

–>

the level of annual increase, if any, in the indices to which the monthly fees and surcharge rates in our customer contracts are tied;

–>

our ability to successfully expand our business into the draught beer market;

–>

our ability to develop new and innovative beverage carbonation solutions and products;

–>

the success of any new products or beverage carbonation solutions, including our Mini-Bulk CO₂ system and our customized draught beer carbonation solutions, including the XactmiX beverage control system and XactN₂ nitrogen generator; and

–>

our ability to grow our business by identifying and consummating acquisitions.

Our operating results will depend on many factors, including:

–>

the level of product and price competition;

–>

our ability to manage revenues, customer turnover and growth;

–>

our ability to hire additional employees; and

–>

our ability to control costs.

Although we currently have a contractual backlog, this backlog is not necessarily indicative of future growth rates in our operating results, which will depend in part on our ability to implement new customer contracts. Additionally, such new customer contracts may be subject to modification or termination prior to implementation or may not be implemented for a significant period of time due to

16

Table of Contents

Risk factors

customers' prior contractual commitments. If our future operating results suffer as a result of our inability to renew existing customer contracts, obtain new customer contracts, increase the density of our customer base, introduce new and successful products, manage our growth, or for any of the other reasons mentioned above, there could be a material adverse effect on our business, financial condition and results of operations.

Our business lacks product diversity and depends heavily on continued market acceptance by the fountain beverage market of bulk CO₂ equipment and consumer preference for carbonated beverages.

Although we are developing new and differentiated products, we depend heavily on continued market acceptance of bulk CO₂ equipment by the fountain beverage market, which has accounted for substantially all of our revenues. Unlike many of our competitors for whom bulk CO₂ is a secondary business, we have no material lines of business other than the leasing of bulk CO₂ equipment and the supply of beverage grade CO₂. Total demand for bulk CO₂ is limited because the fountain beverage market is mature. While we anticipate future growth from our customized draught beer carbonation solutions and other new products, our current ability to grow is primarily dependent upon the success of our marketing efforts to acquire new customers and the acceptance of bulk CO₂ equipment as a replacement for high pressure cylinders. We cannot be certain that the operating results of our installed base of bulk CO₂ equipment will continue to be favorable and past results may not be indicative of future market acceptance of our services. In addition, any economic downturn experienced by the fountain beverage market or customers or any significant shift in consumer preferences away from carbonated beverages to other types of beverages could have a material adverse effect on our business, financial condition and results of operations.

Implementing our acquisition strategy involves risk and failure to successfully implement this strategy could have a material adverse effect on our business.

One of our key strategies is to grow our business by selectively pursuing acquisitions of bulk CO₂ customer accounts. Acquisitions involve risks, including:

–>

identifying appropriate acquisition candidates or negotiation of acquisitions on favorable terms and valuations;

–>

integrating acquired bulk CO₂ customer accounts;

–>

implementing proper business and accounting controls;

–>

the ability to finance acquisitions, on favorable terms or at all;

–>

the diversion of management attention;

–>

retaining customers after acquisitions;

–>

failing to realize anticipated benefits, such as cost savings and revenue enhancements;

–>

maintaining our level of customer service as the business continues to grow;

–>

increasing incremental depreciation and amortization expense; and

–>

incurring unexpected costs, expenses and liabilities.

The growth in the size and scale of our business has placed, and is expected to continue to place, significant demands on our personnel and operating systems. Any additional expansion may further strain management and other resources. Our ability to manage growth effectively will depend on our

17

Table of Contents

Risk factors

ability to, among other things, improve our operating systems, expand, train and manage our employee base and develop additional service capacity. If we are unable to manage our growth effectively, our customer service levels may decline, which may adversely affect our ability to maintain our customer base. A failure by us to maintain our customer base could have a material adverse effect on our business, financial condition and results of operations.

The beverage carbonation market is highly competitive, and any inability by us to respond to competitive factors may result in a loss of existing customers and a failure to attract new customers.

The beverage carbonation market is highly competitive. Our competitors may substantially increase their installed base of bulk CO₂ equipment and expand their service nationwide, provide customer service superior to ours or reduce the price of their services below the prices offered by us. While we believe our national presence and deep service capabilities would be difficult, costly and time-consuming to replicate, we also face the risk of well-capitalized competitors entering our existing or future local or regional markets or developing a new, but competing product. We compete with numerous providers of bulk CO₂ solutions, including:

–>

industrial gas and welding supply companies;

–>

specialty gas companies;

–>

restaurant and grocery supply companies; and

–>

fountain supply companies.

These suppliers vary widely in size. Some of our competitors may have significantly greater financial, technical or marketing resources than we do. Our competitors might succeed in developing technologies, products or services that are superior, less costly or more widely used than those we have developed or are developing, or that would render our technologies or products obsolete or uncompetitive. In addition, competitors may have an advantage over us with customers who prefer dealing with one company that can supply bulk CO₂ solutions as well as fountain syrup. We cannot be certain that we will be able to compete effectively with existing or future competitors. Our failure to compete could have a material adverse effect on our business, financial condition and results of operations.

We depend on the continued contributions of our existing leadership team, each of whom would be difficult to replace.

Our future success depends to a significant degree upon the continued contributions of our leadership team and our ability to attract and retain other highly qualified management personnel. We have entered into executive employment agreements with our leadership team. The employment agreements with our Chief Executive Officer, Executive Vice President and Chief Financial Officer, Senior Vice President of Sales and Senior Vice President of Marketing and Business Development expire in May 2013, June 2013, May 2013 and June 2014, respectively. However, we face competition for management from other companies and organizations. Therefore, in spite of the existence of employment agreements, we may not be able to retain our existing leadership team or fill new management positions or vacancies created by expansion or turnover at existing compensation levels. We also do not have "key-person" insurance on the lives of our leadership team or management personnel to mitigate the impact to us that the loss of any of them would cause. Specifically, the loss of any of our leadership team would disrupt our operations and divert the time and attention of the remaining members of our leadership team. Additionally, failure to retain our current management

18

Table of Contents

Risk factors

team or to attract and retain highly qualified management personnel to fill vacancies or newly created positions could have a material adverse effect on our business, financial condition and results of operations.

As we are dependent on third-party suppliers, we may have difficulty finding suitable replacements to meet our needs if these suppliers cease doing business with us.

We do not conduct manufacturing operations and depend, and will continue to depend, on outside parties for the manufacture of bulk CO₂ equipment, beverage control systems, nitrogen generators and components. We intend to significantly expand our base of installed equipment, but our expansion may be limited by the manufacturing capacity of our third-party manufacturers. Manufacturers may not be able to meet our manufacturing needs in a satisfactory and timely manner, particularly if there is an unanticipated increase in demand for bulk CO₂ equipment. We currently purchase bulk CO₂ equipment from Chart Industries, Inc. and Cyl-Tec, Inc., two major manufacturers of bulk CO₂ equipment. See "Business—CO₂ Tanks." Should either manufacturer cease manufacturing bulk CO₂ equipment, or together not be able to meet our supply needs, we may be required to locate additional suppliers. We may be unable to locate alternate manufacturers on a timely basis or negotiate the purchase of bulk CO₂ or other equipment on favorable terms, if at all. A delay in the supply of bulk CO₂ equipment, beverage control systems or nitrogen generators could cause potential customers to delay their decision to purchase our services or to choose not to purchase such services. This would result in delays in or loss of future revenues.

In addition, we purchase beverage grade CO₂ for resale to our customers. We maintain beverage grade CO₂ supply arrangements with four primary suppliers, each of which supplies our requirements for beverage grade CO₂ for contractually-specified locations. See "Business—CO₂ Supply." In the event any of these suppliers is unable to fulfill our current or, as our business grows, future requirements, and if we cannot make up the difference through one of our other current suppliers, we would have to locate additional suppliers. A delay in locating additional suppliers or our inability to locate additional suppliers could have a material adverse effect on our business, financial condition and results of operations.

We are dependent on the pricing and availability of beverage grade CO₂ and other raw material gases and shortages or increases in the prices thereof, or an increase in the cost of fuel, could increase our costs of goods sold, reduce our profits and margins and adversely affect our operations.

The principal raw material used in our business is beverage grade CO₂, which is a commodity product. We purchase beverage grade CO₂ for resale from our suppliers under contracts which provide for annual adjustments in the purchase price for beverage grade CO₂ based upon changes in, among other things, certain indices and the price of beverage grade CO₂ to these suppliers, as applicable. Greenhouse gas emissions have recently been subject to increased scrutiny, public awareness and evolving legislation. Increased regulation of greenhouse gas emissions could impose significant additional costs on our suppliers of beverage grade CO₂, which could increase the prices they charge us. Until federal legislation is passed, it is unclear which industries will be impacted by greenhouse gas emission legislation, when they will be affected and whether our suppliers of beverage grade CO₂ will increase the prices that they charge us as a result thereof.

In addition, stainless steel is used in the manufacture of most bulk CO₂ equipment, including bulk CO₂ tanks. We purchase bulk CO₂ tanks from manufacturers under certain agreements. Stainless steel prices increased significantly during recent years. Future increases in the price of stainless steel, whether as a result of increases in raw materials, greenhouse gas legislation or otherwise, may result in

19

Table of Contents

Risk factors

higher prices for such bulk CO₂ equipment, including bulk CO₂ tanks, which we must purchase. Our business also depends on our ability to deliver beverage grade CO₂ to our customers through specialized bulk CO₂ delivery vehicles. There have been significant increases in fuel costs in recent years. Continued high fuel costs or further increases and our inability to pass on increases to customers could reduce our profits and margins. Increases in the prices of beverage grade CO₂, bulk CO₂ tanks and fuel, including increases that may occur as a result of shortages, duties or other restrictions, could increase the cost of goods sold, which could have a material adverse effect on our business, financial condition and results of operations.

Our new products may not be successful.

Our newly debuted Mini-Bulk beverage gas systems and XactMiX™ and XactN₂™ custom draught beer carbonation solutions, or any other new products we may launch in the future, may not be accepted by our customers and may not help us to bring in new customers. Any profits we may generate from these or other new products may be lower than in our core bulk CO₂ equipment and service solutions and may not be sufficient for us to recoup our investments in them. New products may also have lower gross margins to the extent they do not fully utilize our existing infrastructure. In addition, new products may present new and difficult technological challenges that may subject us to claims if customers experience service disruptions or failures or other quality issues. To the extent our new products are not successful, it could damage our reputation, limit growth and have a material adverse effect on our business, financial condition and results of operations.

Our operating results may fluctuate due to seasonality because consumers tend to drink smaller quantities of carbonated beverages during the winter months.

Demand for beverage grade CO₂ in times of cold or inclement weather is lower than at other times. Based on historical data and expected trends, we anticipate that revenues from the delivery of beverage grade CO₂ will be highest in the first fiscal quarter, which lasts from July to September, and lowest in the third fiscal quarter, which lasts from January to March. As a result, we expect quarterly results of operations to continue to experience variability from quarter to quarter in the future. To the extent that we experience greater than anticipated variability from quarter to quarter, it could lead to a disruption in the timing of our cash flows and have a material adverse effect on our business, financial condition and results of operations.

Obesity and other health concerns may lead to a tax upon and otherwise reduce demand for some fountain beverages.

Consumers, public health officials and government officials are becoming increasingly concerned about the public health consequences associated with obesity, particularly among young people. In addition, some researchers, health advocates and dietary guidelines are encouraging consumers to reduce consumption of certain types of beverages, especially sugar-sweetened beverages, which include some of the fountain beverages in which our carbonation solutions are used. Increasing public concern about these issues and possible new taxes on and governmental regulations related to these beverages may reduce demand for these beverages, which could affect the demand for our products. Any reduction in the demand for our products could have a material adverse effect on our business, financial condition and results of operations.

20

Table of Contents

Risk factors

Our business and related facilities are subject to extensive governmental regulation, which increases our cost of doing business. Failure to comply with these regulations may subject us to fines, penalties and injunctions that may adversely affect our operating results.

Our business and related facilities are subject to federal, state and local laws and regulations adopted for the use, storage and handling of beverage grade CO₂. The transportation of beverage grade CO₂ is also subject to regulation by various federal, state and local agencies, including the U.S. Department of Transportation. These regulatory authorities have broad powers, and our business is subject to regulatory and legislative changes that can affect the economics of the industry by requiring changes in operating practices or influencing the demand for and the cost of providing services.

Our business and facilities are also subject to federal, state and local environmental laws and regulations. Among these environmental laws are rules by which a current or previous lessee may be liable for the costs of investigation, removal or remediation of hazardous materials at such property. In addition, these laws typically impose liability regardless of whether the lessee knew, or was responsible for, the presence of any hazardous materials. Persons who arrange for the disposal or treatment of hazardous materials may be liable for the costs of investigation, removal or remediation of such substances at the disposal or treatment site, regardless of whether the affected site is owned, leased or operated by them. As we lease a number of service locations that may store, handle or arrange for the disposal of various hazardous materials, we may incur costs for investigation, removal and remediation, as well as capital costs, associated with compliance with environmental laws.

As our business involves hazardous materials such as beverage grade CO₂, we are subject to federal, state and local laws and regulations that protect the health and safety of our employees and users of our products and services. While we believe that we have sufficient safety procedures in place, beverage grade CO₂ can cause injuries such as frostbite and asphyxiation that may result in, and have in the past resulted in, serious injury or death to employees and other persons. There can be no assurances that our safety procedures will be sufficient to prevent all serious injury or death and such occurrences may subject us to costly fines, damages or other liabilities.

Although hazardous material, environmental and safety compliance costs have not been material in the past, these costs, or any similar liabilities that arise in the future, may exceed our resources and we may not be able to completely eliminate the risk of accidental contamination or injury. A significant increase in the cost of operations resulting from changing governmental regulations, or fines, damages or other liabilities that may arise as a result of a failure to comply with such regulations, could have a material adverse affect on our business, financial condition and results of operations.

We may face risks associated with litigation and claims.

From time to time, we are involved in a variety of lawsuits, claims and other proceedings relating to the conduct of our business. These suits may concern issues including contract disputes, employee-related matters, employee benefits, taxes, environmental, health and safety, personal injury and product liability matters. Due to the uncertainties of litigation, we can give no assurance that we will prevail on all claims made against us in the lawsuits that we currently face or that additional claims will not be made against us in the future. While it is not feasible to predict the outcome of pending lawsuits and claims, we do not believe that any such matters are material or that the disposition thereof is likely to have a material adverse effect on our business, financial condition and results of operations, although the resolution in any reporting period of any matter could have an adverse effect on our operating results for that period. Also, we can give no assurance that any other lawsuits or claims

21

Table of Contents

Risk factors

brought in the future will not have a material adverse effect on our business, financial condition and results of operations.

Insurance policies may not cover all operating risks and a casualty loss beyond the limits of our coverage could negatively impact our business.

Our business is subject to all of the operating hazards and risks normally incidental to handling, storing and transporting beverage grade CO₂. We maintain insurance policies in such amounts and with such coverages and deductibles that we believe are reasonable and prudent. Nevertheless, such insurance may not be adequate to protect us from all liabilities and expenses that may arise from claims for personal injury or death or property damage arising in the ordinary course of business, and current levels of insurance may not be able to be maintained or available at economical prices. If a significant liability claim is brought against us that is not covered by insurance, we may have to pay the claim with our own funds, which could have a material adverse effect on our business, financial condition and results of operations.

Customers are subject to business, credit, financial and other risks that could affect their ability to pay us.

Customers may be natural persons or legal entities. Customers are subject to business, credit, financial and other risks. These risks could materially and adversely affect a customer and its ability to make required payments under the applicable customer contracts in full or on a timely basis. Any such decrease in customer contract payments may have a material adverse effect on our business. As a result of financial distress, customers may apply for relief under bankruptcy and other laws relating to creditors' rights in the United States. In addition, customers may be subject to involuntary application of such bankruptcy and other laws. The bankruptcy of a customer could adversely affect our ability to collect payments due under the customer's contract and to protect our rights under, and otherwise realize the value of, such customer contract. This may occur as a result of, among other things, application of the automatic stay, delays and uncertainty in the bankruptcy process and potential rejection of such customer contracts. Our customers inability to pay us, whether as a result of credit issues, bankruptcy or otherwise, could have a material adverse affect on our business, financial condition and results of operations.

If economic conditions in the United States continue to remain weak or deteriorate further, our results of operations and financial condition may be adversely affected, and we cannot predict the extent or duration of these trends.

During the last few years, economic conditions throughout the United States have been extremely weak and may not improve in the foreseeable future. We are closely monitoring various aspects of the current financial and economic "crisis" and its potential impact on us, our liquidity, our access to capital, our operations and our overall financial condition. We note economic and financial markets are fluid and we cannot ensure that there will not be a material adverse deterioration in our business or liquidity in the near future. No assurances can be given that the current overall downturn in the economy will not have a material adverse affect on our business, financial condition and results of operations.

Global capital and credit market issues could negatively affect our liquidity and disrupt the operations of our suppliers and customers.

The global capital and credit markets have experienced increased volatility and disruption over the past several years, making it more difficult for companies to access those markets. Although we believe that our operating cash flows, access to capital and credit markets and existing credit will permit us to meet our business needs for the foreseeable future, there can be no assurance that continued or increased volatility and disruption in the capital and credit markets will not impair our liquidity. Our business could also be negatively impacted if our suppliers or customers experience disruptions resulting from tighter capital and credit markets or a slowdown in the general economy. Any failure by us or our customers to meet our or their respective liquidity needs could have a material adverse affect on our business, financial condition and results of operations.

22

Table of Contents

Risk factors

The current global economic downturn may have other impacts on participants in our industry, which cannot be fully predicted.

The full impact of the current global economic downturn on our customers, vendors and other business partners cannot be anticipated. For example, major customers or vendors may have financial challenges unrelated to us that could result in a decrease in their business with us or, in extreme cases, cause them to file for bankruptcy protection. Similarly, parties to contracts may be forced to breach their obligations under those contracts. There can be no assurance that there will not be a bank, insurance company, supplier, customer or other financial partner that is unable to meet its contractual commitments to us. Similarly, stresses and pressures in the industry may result in impacts on our business partners and competitors which could have wide ranging impacts on the future of the industry. Any of these or other issues the participants in our industry may face, many of which cannot be predicted, could have a material adverse affect on our business, financial condition and results of operations.

Our indebtedness could adversely affect the operation of our business.

As of September 30, 2010, we had total indebtedness of $408.4 million (excluding original issue discount), which includes our 2008 Senior Notes, our Subordinated Notes, our 2010 Senior Notes, our Series 2008-1 Class A-2 Variable Funding Senior Notes, which we refer to as our Equipment Revolver, and our Series 2008-1 Class A-3 Variable Funding Senior Notes, which we refer to as our Working Capital Revolver and, collectively with our 2008 Senior Notes, our Subordinated Notes, our 2010 Senior Notes and our Equipment Revolver, our Notes. In addition, provided that we are able to satisfy certain conditions, including rating agency confirmation that a new issuance would meet certain minimum rating requirements and confirmation of the ratings of our outstanding notes as required by the indenture, as supplemented, under which our Notes were issued, or the Securitization Indenture, we are able to issue unlimited additional series of senior or subordinated notes, which would be secured by substantially all of the assets of the Securitization Entities (other than NuCO₂ Management LLC), as reflected by our issuance of the 2010 Senior Notes in September 2010. Our substantial indebtedness could have important consequences for our business, including the following:

–>

we could have difficulty satisfying our debt obligations, and if we fail to comply with these requirements, an event of default would result, which could lead to, among other things, (i) a reduction in, or elimination of, available cash flow for capital expenditures, acquisitions, expansions of our business and other business opportunities, (ii) an acceleration of all outstanding Notes and (iii) foreclosure and exercise of remedies by the trustee under the Securitization Indenture, or the indenture trustee, against any or all of the assets of our subsidiaries pledged to secure the Notes;

–>

we will be required to dedicate a substantial portion of our cash flow from operations to required payments on indebtedness, or, upon the occurrence of certain events, to pay additional amounts of principal and to make deposits in cash trap accounts, thereby reducing or eliminating the amount of the cash flow available to fund additional capital expenditures, acquisitions, expansions of our business and other business opportunities;

–>

we may be more vulnerable to general adverse economic and industry conditions;

–>

we may be placed at a competitive disadvantage compared to our competitors with less debt or debt that does not have the same restrictions as do the Notes; and

–>

NuCO₂ Florida Inc., our operating subsidiary, may be removed in its capacity as master manager or employee company manager upon certain events of default, and replaced by a master manager

23

Table of Contents

Risk factors

or employee company manager that is not capable of managing all or a portion of our business or our employees with the same level of experience and expertise as NuCO₂ Florida Inc.

If any of these events occur, our financial condition and results of operations could be adversely affected. This, in turn, could negatively affect the market price of our common stock, and we may need to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. We cannot assure you that any refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds that may be realized from those sales, or that additional financing could be obtained on acceptable terms, if at all.

We may not be able to refinance the Notes or may only be able to do so on unfavorable terms. If we are unable to refinance the Notes, we may be forced to take other actions to satisfy our obligations under the Notes, which could harm our business.

Our Notes, other than our 2010 Senior Notes, were issued in the Securitization Transactions under the Securitization Indenture and are currently scheduled to mature on June 25, 2013. The maturity date may be extended for two successive one-year periods until June 25, 2015, if we can meet the specified DSCR and no amortization event or event of default under the Securitization Indenture has occurred and is continuing. Our 2010 Senior Notes mature in 2015. We may not be able to refinance our outstanding Notes with either a new series of notes or with other forms of indebtedness. Even if we are successful in refinancing our currently outstanding Notes, such refinancing indebtedness may have economic or operational terms that are more onerous than the terms of our currently outstanding Notes.

If we are unable to refinance such Notes, we may be forced to reduce or delay investments and capital expenditures, seek additional capital or seek consent under the Securitization Indenture to sell assets or restructure the terms of such Notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations in respect of such Notes. If we were unable to repay amounts when due in respect of such Notes, the holders of the Notes could proceed against the collateral granted to them to secure the Notes.

We may be prevented from incurring additional indebtedness, which may adversely affect our ability to fund the growth of our business.

Other than a limited amount of capital lease obligations, the only indebtedness permitted to be incurred by the Securitization Entities under the Securitization Indenture consists of additional series of notes. However, before any such additional notes are issued, the Securitization Entities are required to satisfy certain conditions, including the confirmation by Moody's, S&P or Fitch's, as applicable, of specified minimum ratings on the additional notes and confirmation of the applicable rating with respect to each other series of notes outstanding. In addition, the terms of the master manager agreement executed in connection with the Securitization Transactions, or the Master Management Agreement, prohibit NuCO₂ Florida Inc. from incurring indebtedness if it is unable to satisfy an interest coverage ratio of greater than or equal to 1.5 and a leverage ratio of less than or equal to 8.0, or the master manager incurrence tests. In the event that the Securitization Entities are not able to satisfy any of the conditions to the issuance of additional notes in the Securitization Indenture and NuCO₂ Florida Inc. is not able to satisfy the master manager incurrence tests, the Securitization Entities and NuCO₂ Florida Inc. will not be able to incur additional debt. Moreover, upon the occurrence of an early amortization event (which includes the failure of the Securitization Entities to satisfy a specified DSCR, the occurrence and continuation of an event of default under the

24

Table of Contents

Risk factors

Securitization Indenture and the occurrence and continuation of an event of default by NuCO₂ Florida Inc. under the Master Manager Agreement) or a cash trapping event (which consists of the failure of the Securitization Entities to satisfy a specified DSCR), a substantial portion of our cash flow would be used to repay the Notes or be deposited in a cash trapping account, respectively, so the Securitization Entities would not be able to issue new Notes or incur any other significant indebtedness at a time when our access to cash from operations would be limited. In addition, the Securitization Indenture prohibits new issuances at any time one of these events is continuing. The inability to incur additional debt may mean that we will not have the ability to finance any additional capital expenditures, acquisitions, expansions of our business and other business opportunities and may place us at a competitive disadvantage compared to our competitors who are able to incur debt, each of which could have a material adverse affect on our business, financial condition and results of operations.

As the consent of the independent manager is required to commence an insolvency proceeding, and given that the Noteholders may remove our senior management team from managing our business upon certain events of default, our ability to negotiate with Noteholders upon an event of default or potential event of default under the Securitization Indenture may be limited.

The ability to control the timing of the commencement of an insolvency proceeding, the ability to block the exercise of remedies against collateral by commencing an insolvency proceeding and the ability to maintain control over the operative assets of a business are important factors in the event a company is unable to comply with the terms of its outstanding indebtedness and needs to negotiate a waiver or amendment of the terms of such indebtedness with its creditors. However, as the organizational documents of each of the Securitization Entities provide that the consent of such Securitization Entity's independent manager is required to commence an insolvency proceeding, we would not control whether or when a bankruptcy petition would be filed. In acting or otherwise voting on any such material action, the independent manager considers only the interests of the Securitization Entities, including those entities' creditors, and not our interests or those of our stockholders. In addition, upon the occurrence and during continuation of an event of default under the Securitization Indenture, the Noteholders may remove our senior management team from managing our business. Consequently, if an event of default would occur or has occurred under the Securitization Indenture, the ability of the Company to negotiate with the Noteholders may be more limited than such ability would have been had our indebtedness consisted of a different type of indebtedness such as syndicated bank debt or high yield notes.

Extraordinary events such as terrorist attacks, acts of war or extreme weather conditions may cause significant disruption to our business.

Terrorist attacks, acts of war or extreme weather conditions, including, but not limited to, hurricanes, may interrupt our operations and damage our properties, or those of our suppliers and customers. Although we maintain property insurance, such coverage is subject to deductibles, limits on maximum insurance and limits on the types of events that are covered by such insurance and there can be no assurance that we would be able to fully collect, if at all, on claims resulting from such events. In addition, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets and economy. Any extraordinary events including, but not limited to, terrorist attacks, acts of war or extreme weather conditions, could have a material adverse effect on our business, financial condition and results of operations, or on those of our customers.

25

Table of Contents

Risk factors

The loss or impairment of important intellectual property rights could have a material adverse effect on our business.

Our business relies on certain key intellectual property rights, such as trademark registrations for "NuCO₂®," "AccuRoute®" and "Beverage Carbonation Made Easy®," trade secrets associated with our "XactMix™," "XactCO₂™" and "XactN₂™" products, domain name registrations and other confidential and proprietary information. A loss of these intellectual property rights, or a decrease in the value or impairment on the use of such intellectual property rights, could have a material adverse effect on our business, financial condition or results of operations.

A failure by us to comply with the material terms and conditions of any third-party intellectual property license agreements may give rise to termination of any such license agreement by the third-party licensor. Termination of certain material license agreements, including licenses for software used in our business could have a material adverse effect on our business, financial condition and results of operations.

We may be required from time to time to take actions to protect, enforce and maintain our intellectual property rights, including by bringing lawsuits against third-parties. We may not be able to adequately maintain, enforce and protect our intellectual property rights. Any significant devaluation of such intellectual property rights, including any injury to the goodwill of trademarks included in such intellectual property, could have a material adverse effect upon our business, financial condition and results of operations. Similarly, from time to time, we may be party to proceedings where third-parties challenge our rights. We may not be successful in such lawsuits, and we may be found to infringe the intellectual property rights of third-parties. Such lawsuits could result in a loss of intellectual property rights, and any lawsuits, regardless of their outcome, could result in substantial costs and diversion of resources, all of which could have a material adverse effect on our business, financial condition and results of operations.

Our reliance on technology could have a material adverse effect on our business.

We rely to a significant degree on the efficient and uninterrupted operation of our computerized information technology, communications systems and software, including the proprietary AccuRoute® system, as well as the technology, systems and software of third-parties. Any failure of current or new technology, systems or software could impair our collection, use, processing or storage of data and the day-to-day management of our business, which could have a material adverse effect on our business, financial condition and results of operations.

Our computerized information technology and communications systems and those of third-party service providers are vulnerable to damage or interruption from a variety of sources. Despite precautions taken by us or our service providers, as applicable, a natural disaster, a cyber attack or other unanticipated problems that lead to outages or the corruption or loss of data at our or their facilities could have a material adverse effect on our business, financial condition and results of operations.

RISKS RELATED TO THIS OFFERING OF OUR COMMON STOCK

An active, liquid and orderly trading market for our common stock may not develop or be maintained, which could limit your ability to sell shares of our common stock.

Prior to the consummation of this offering, there has not been a public market for our common stock since 2008. Although we intend to apply to list our common stock on The New York Stock Exchange, or the NYSE, an active public market for our shares may not develop or be sustained after this

26

Table of Contents

Risk factors

offering. The initial public offering price for our shares will be determined by negotiations between us and representatives of the underwriters, and may not be indicative of the market price at which shares of our common stock will trade after this offering. In particular, we cannot assure you that you will be able to resell your shares of our common stock at or above the initial public offering price.

The market price of our common stock may be volatile, which could cause the value of your investment to decline or could subject us to securities class action litigation.

Even if a trading market develops, the market price of shares of our common stock could be subject to wide fluctuations in response to the many risk factors listed in this section and others beyond our control, including:

–>

variations in our quarterly operating results;

–>

our announcement of actual results for a fiscal period that are higher or lower than projected or expected results or our announcement of revenue or earnings guidance that is higher or lower than expected;

–>

sales of our common stock by our principal stockholder;

–>

our dividend policy;

–>

actions by our competitors;

–>

changes in applicable government and environmental regulations; or

–>

general economic and market conditions.

Furthermore, the stock markets recently have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions or interest rate changes may cause the market price of shares of our common stock to decline. If the market price of a share of our common stock after this offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

In addition, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management's attention from other business concerns, which could seriously harm our business.

If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

The trading market for our common stock may be influenced by the research and other reports that industry or securities analysts may publish about us or our business. We do not currently have any and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

27

Table of Contents

Risk factors

We are controlled by the Aurora Entities, whose interest in our business may be different from ours and yours.

Immediately after the consummation of this offering, pursuant to proxies and voting agreements, the Aurora Entities will have the right to vote or direct the vote of approximately         % (or         % if the underwriters exercise their over-allotment option in full) of our voting power. See "Certain relationships and related party transactions—Related Party Transactions—Securityholders agreement—Proxy and Voting Arrangements." Consequently, the Aurora Entities will, and will for the foreseeable future continue to, be able to influence or control the election and removal of our directors and our corporate and management policies, including virtually all matters requiring stockholder approval, such as potential mergers or acquisitions, asset sales, payment of dividends and other significant corporate transactions. This concentration of ownership may delay or deter possible changes in control of our company, which may reduce the value of your investment. We cannot assure you that the interests of the Aurora Entities will coincide with the interests of our other holders of common stock. See "Certain relationships and related party transactions—Related Party Transactions—Securityholders agreement."

We are a "controlled company" for purposes of the NYSE listing requirements and are therefore exempt from certain corporate governance requirements.

Because of the equity ownership of the Aurora Entities, we are considered a "controlled company" for the purposes of NYSE listing requirements. As such, we are exempt from the NYSE's corporate governance requirements that our Board of Directors, our Compensation Committee and our Nominating and Governance Committee meet the standard of independence established by those corporate governance requirements. Upon consummation of this offering, we will rely on this exemption, and will not have the full independence required under the NYSE's corporate governance standards for issuers that are not controlled companies. The NYSE independence standards are intended to ensure that directors who meet the independence standard are free of any conflicting interest that could influence their actions as directors. It is possible that the interests of the Aurora Entities may in some circumstances conflict with our interests and the interests of our other stockholders.

Substantial future sales of our common stock in the public market could cause our stock price to fall.

Additional sales of our common stock in the public market after the consummation of this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline. Upon consummation of this offering, we will have         shares of common stock outstanding. The         shares of our common stock sold in this offering, as well as any shares disposed of upon exercise of the underwriters' over-allotment option, will be freely transferable without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act. The remaining shares of common stock outstanding after this offering will be available for sale subject to, and in accordance with, the provisions of the Securities Act and the rules and regulations promulgated thereunder and to the extent applicable, any lock-up agreements that we, our officers, directors, employees and stockholders enter into. As any resale restrictions end, the market price of our common stock could decline if the holders of those shares sell them or are perceived by the market as intending to sell them. In addition, pursuant to certain provisions of our securityholders agreement that will remain in effect after the consummation of this offering, all securityholders who are parties to the securityholders agreement are entitled to certain "piggy-back" registration rights with respect to shares of our common stock, and certain securityholders are entitled to demand registration of their shares. See "Certain relationships and related party transactions—Securityholders agreement." Registration of

28

Table of Contents

Risk factors

any such shares under the Securities Act would result in such shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration.

As a new investor, you will experience immediate and substantial dilution.

Purchasers in this offering will immediately experience substantial dilution in net tangible book value of the shares they purchase. Because our common stock was originally sold at prices substantially lower than the initial public offering price that you will pay, you will suffer immediate dilution of $         per share in net tangible book value. The exercise of outstanding options, 5,718.8 of which are outstanding and exercisable as of November 15, 2010, may result in further dilution. See "Dilution."

Since only a portion of the proceeds from this offering will be used to grow our business, the value of your investment in our common stock could be negatively impacted.

We intend to use the net proceeds of this offering to redeem all of our outstanding preferred equity for approximately $              million, or         % of the net proceeds from this offering, and for growth capital. See "Use of proceeds." We do not intend to use all of the proceeds from this offering to grow our business, which could negatively impact the value of your investment in our common stock.

We are a holding company and depend on the cash flow of our subsidiaries.

We are a holding company with no material assets other than the equity interests of our subsidiaries. Our subsidiaries conduct substantially all of our operations and own substantially all of our assets and intellectual property. Consequently, our cash flow and our ability to meet our obligations and pay any future dividends to our stockholders depends upon the cash flow of our subsidiaries and the payment of funds by our subsidiaries directly or indirectly to us in the form of dividends, distributions and other payments. As each of our subsidiaries is a distinct legal entity, its ability to make any payments will depend on its finances, the restrictions imposed by our indebtedness described in the section entitled "Business—Corporate Structure" and other legal restrictions. Any inability on the part of our subsidiaries to make payments to us could have a material adverse affect on our business, financial condition and results of operations.

Provisions of Delaware law and our charter documents could delay or prevent an acquisition of us, even if the acquisition would be beneficial to you.

Provisions in our certificate of incorporation and bylaws that we intend to adopt prior to the consummation of this offering may have the effect of delaying or preventing a change of control or changes in our management. These provisions include:

–>

the absence of cumulative voting in the election of our directors, which means that the holders of a majority of our common stock may elect all of the directors standing for election;

–>

the ability of our Board of Directors to issue preferred stock with voting rights or with rights senior to those of our common stock without any further vote or action by the holders of our common stock;

–>

the division of our Board of Directors into three separate classes serving staggered three-year terms;

–>

the ability of our stockholders to remove our directors is limited to cause and only by the vote of at least 66²/3% of the outstanding shares of our common stock;

29

Table of Contents

Risk factors

–>

the prohibition on our stockholders from acting by written consent and calling special meetings;

–>

the requirement that our stockholders provide advance notice when nominating director candidates or proposing business to be considered by the stockholders at an annual meeting of stockholders; and

–>

the requirement that our stockholders must obtain a 66²/3% vote to amend or repeal certain provisions of our certificate of incorporation.

We are also subject to Section 203 of the Delaware General Corporation Law, which, subject to certain exceptions, prohibits us from engaging in any business combination with any interested stockholder, as defined in that section, for a period of three years following the date on which that stockholder became an interested stockholder. See "Description of capital stock." These provisions could also make it more difficult for you and our other stockholders to elect directors and take other corporate actions, and could limit the price that investors might be willing to pay in the future for shares of our common stock.

If we are unable to implement and maintain the effectiveness of our internal control over financial reporting, our independent registered public accounting firm may not be able to provide an unqualified report on our internal controls, which could adversely affect our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules adopted by the SEC and the Public Company Accounting Oversight Board, beginning with our Annual Report on Form 10-K for the fiscal year ending June 30, 2012, our management will be required to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. We may encounter problems or delays in completing the implementation of any changes necessary to our internal control over financial reporting to conclude such controls are effective. If we and our independent registered public accounting firm conclude that our internal control over financial reporting is not effective, investor confidence and our stock price could decline.

We do not anticipate paying any dividends for the foreseeable future.

Although the agreements governing our indebtedness do not directly restrict our ability to do so, we do not anticipate paying any dividends to our stockholders for the foreseeable future. Accordingly, you may have to sell some or all of your common stock in order to generate cash flow from your investment. You may not receive a gain on your investment when you sell our common stock and may lose some or all of the amount of your investment. Any determination to pay dividends in the future will be made at the discretion of our Board of Directors and will depend on our results of operations, financial conditions, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant.

We could incur increased costs as a result of being a publicly-traded company.

As a company with publicly-traded securities, we could incur significant legal, accounting and other expenses not presently incurred. In addition, the Sarbanes-Oxley Act of 2002, as well as rules promulgated by the SEC and the NYSE, require us to adopt corporate governance practices applicable to U.S. public companies. These rules and regulations may increase our legal and financial compliance costs.

30

Table of Contents

Cautionary statement regarding
forward-looking statements

This prospectus includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, its negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we believe the forward-looking statements contained in this prospectus are reasonable, we caution prospective investors in our common stock that forward-looking statements are not guarantees of future performance and that our actual results may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if actual results are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods.

The following list represents some, but not necessarily all, of the factors that may cause actual results to differ from those anticipated or predicted:

–>

the uncertainty of future operating results;

–>

lack of product diversity, continued market acceptance by the fountain beverage market of our bulk CO₂ equipment and consumer preference for carbonated beverages;

–>

failure to successfully implement our acquisition strategy;

–>

the competitiveness of the fountain beverage carbonation market and our inability to respond to various competitive factors;

–>

failure to retain our existing leadership team;

–>

failure to find suitable replacements if our current suppliers refuse to or otherwise do not provide services to us;

–>

the pricing and availability of beverage grade CO₂ and other raw materials and shortages or increases in the prices thereof, or an increase in the cost of fuel;

–>

poor performance of our new products;

–>

seasonality of fountain beverage consumption;

–>

reduced demand for some fountain beverages due to increased obesity and other health concerns;

–>

a casualty loss beyond the limits of our insurance coverage;

–>

risks associated with litigation and claims;

–>

failure to comply with governmental regulations governing the beverage grade gases business;

–>

the business, credit, financial and other risks of customers;

31

Table of Contents

Cautionary statement regarding forward-looking statements

–>

any collateral impact resulting from the ongoing worldwide financial "downturn," including global capital and credit market issues and any impacts on other participants in our industry;

–>

extraordinary events such as terrorist attacks, acts of war or extreme weather conditions;

–>

the interests of the Aurora Entities;

–>

loss or impairment of important intellectual property rights;

–>

our reliance on technology; and

–>

the impact of our indebtedness on the operation of our business, including the impact of our securitization structure.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this prospectus are more fully described in "Risk factors" and elsewhere in this prospectus.

We will not undertake and specifically disclaim any obligation or undertaking to publicly release the results of any revisions that may be made to any forward-looking statements contained in this prospectus to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. In addition, it is our general policy not to make any specific projections as to future earnings and we do not endorse any projections regarding future performance that may be made by third-parties.

32

Use of proceeds

We estimate that we will receive net proceeds from this offering (after deducting underwriting discounts and commissions and our estimated offering expenses) of approximately $             million ($             million if the underwriters exercise their over-allotment option in full), based upon an assumed initial public offering price of $         per share, the mid-point of the offering range indicated on the cover of this prospectus.

From the net proceeds to us from this offering we expect to use approximately:

–>

$             million for the aggregate redemption price for all outstanding shares of our Series A preferred stock and our Series B preferred stock, which includes all accrued and unpaid dividends; and

–>

$             million for general corporate purposes, including funding future growth and acquisitions.

The fees and expenses of this offering include $             million paid to Aurora Management Partners LLC, a Delaware limited liability company and affiliate of Aurora Capital Group, or AMP, in connection with the amendment and restatement of our Amended and Restated Management Services Agreement, or the Management Services Agreement. See "Certain relationships and related party transactions—Related Party Transactions—Management services agreement." Certain of our affiliates who hold shares of our preferred stock, as described in greater detail in footnote 1 to the table included in the section entitled "Principal stockholders," will also receive payments totaling approximately $              million in connection with our redemption of all outstanding preferred stock. See "Certain relationships and related party transactions—Related Party Transactions—Redemption of series A preferred stock and series B preferred stock."

33

Dividend policy

During fiscal years 2008, 2009 and 2010 and for the three months ended September 30, 2010, we did not declare or pay any cash dividends on our common stock. We do not anticipate paying any dividends to our stockholders for the foreseeable future. However, the agreements governing our indebtedness do not restrict our ability to pay dividends except in the case of an early amortization event or event of default under the Securitization Indenture in which case they do restrict the ability of the Securitization Entities to distribute cash to us. Accordingly, you may have to sell some or all of your common stock in order to generate cash flow from your investment. You may not receive a gain on your investment when you sell our common stock and may lose some or all of the amount of your investment. While we intend to re-evaluate this policy as circumstances warrant, any determination to pay dividends in the future will be made at the discretion of our Board of Directors and will depend on our results of operations, financial conditions, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant.

34

Table of Contents

Capitalization

The following table sets forth, as of September 30, 2010, our cash and cash equivalents and capitalization:

–>

on an actual basis;

–>

on an as adjusted basis to give effect to:

–>

the issuance of $40 million aggregate principal amount of our 2010 Senior Notes;

–>

the filing of our second amended and restated certificate of incorporation, which will occur immediately prior to the consummation of this offering, and that will provide for, among other things, the authorization of             shares of common stock and             shares of preferred stock and a         for one stock split;

–>

the fee payable pursuant to the amendment of our Management Services Agreement in connection with this offering;

–>

the receipt of net proceeds from the sale of             shares of common stock by us in this offering at an assumed initial public offering price of $             per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us; and

–>

the redemption of our preferred stock, including the accrued and unpaid dividends thereon through                        , 2010 (    days following the consummation of this offering), the anticipated redemption date, for a total of $             million.

This table should be read together with the sections entitled "Use of proceeds," "Selected consolidated financial data," "Management's discussion and analysis of financial condition and results of operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

35

Dilution

If you purchase shares of our common stock, you will experience immediate and substantial dilution. Dilution is the amount by which the offering price paid by the purchasers of our common stock to be sold in this offering will exceed the net tangible book value per share of our common stock after the offering. Net tangible book value per share represents the amount of total tangible assets (total assets less intangible assets) less total liabilities, divided by shares of our common stock outstanding, as of that date. The net tangible book value per share presented below is equal to the amount of our total tangible assets (total assets less intangible assets) less total liabilities, divided by the number of shares of our common stock outstanding as of September 30, 2010. After giving effect to this offering, our as adjusted net tangible book value as of September 30, 2010 would have been $             , or $             per share of common stock. This represents an immediate increase in net tangible book value of $             per share to the existing stockholders and an immediate dilution in net tangible book value of $             per share to new investors.

The following table illustrates this dilution on a per share basis:

A $1.00 increase or decrease in the assumed initial public offering price of $             per share would increase or decrease our net tangible book value by $             , the net tangible book value per share after the consummation of this offering by $             and the dilution per share to new investors by $             , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, any increase or decrease in the number of shares that we sell in this offering will increase or decrease our net proceeds by such increase or decrease, as applicable, multiplied by the offering price per share, less underwriting discounts and commissions and offering expenses.

The following table summarizes, on the same as adjusted basis as of September 30, 2010, the total number of shares of common stock purchased from us or, the total consideration paid and the average price per share paid by the existing stockholders and by new investors purchasing shares in this offering:

36

Unaudited pro forma combined financial data

The following supplemental unaudited pro forma combined income statement data for the fiscal year ended June 30, 2008 has been developed by applying pro forma adjustments to the sum of the historical audited consolidated financial statements for the period from July 1, 2007 to May 28, 2008 (Predecessor) and the period from May 29, 2008 to June 30, 2008 (Successor) provided elsewhere in this prospectus.

The unaudited pro forma combined income statement data gives effect to the Acquisition that occurred May 28, 2008 as if it had occurred on July 1, 2007 and includes all adjustments, consisting of normal and recurring adjustments, that we consider necessary for a fair presentation of the results of operations for the period July 1, 2007 to June 30, 2008. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with this unaudited pro forma combined income statement data. The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited pro forma combined income statement data is presented for informational purposes only. The unaudited pro forma combined income statement data does not purport to represent what our actual combined results of operations would have been had the Acquisition actually occurred on the date indicated, nor is it necessarily indicative of future combined results of operations. The unaudited pro forma combined income statement data should be read in conjunction with the information contained in "Selected consolidated financial data," "Management's discussion and analysis of financial condition and results of operations" and the audited consolidated financial statements and the related notes thereto appearing elsewhere in this prospectus. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma combined income statement data.

37

Table of Contents

Unaudited pro forma combined financial data

Notes to the Unaudited Pro Forma Combined Statement of Operations

(1)

Represents increase in expenses for sponsor management fees of $0.9 million, trustee fees of $0.1 million and replacement management fees and debt related agency fees of $0.1 million incurred as a result of the Acquisition.

(2)

Represents the increase in depreciation and amortization expenses related to fair value adjustments to tangible and long-lived intangible assets with definite lives assuming the Acquisition occurred at July 1, 2008. These assets are amortized or depreciated on a straight line basis over their estimated useful lives.

(3)

Represents the net increase in interest expense ($24.0 million increase in interest expenses, plus $7.1 million in increase in original issue discount amortization, partially offset by $0.1 million of interest income).

(4)

Represents the income tax effect of the pro forma adjustment at a rate of 37.34%. This represents the effective federal and state tax rate in effect as of the date of pro forma, July 1, 2008.

38