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SEC Filings

 filed this Form 424B2 on 12/06/2017
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a global debt security, we have the option to pay interest by check mailed to the address of the person entitled to the interest. No service charge will be made for any transfer or exchange of notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable.


The notes are our senior unsecured obligations and rank equally in right of payment with all our existing and future senior unsecured debt. The notes are effectively junior to all of our secured indebtedness to the extent of the assets securing such indebtedness. Our operations are conducted through our subsidiaries and, therefore, we depend on the cash flow of our subsidiaries to meet our obligations, including our obligations under the notes. Our subsidiaries are not guarantors of the notes. Accordingly, the notes are effectively subordinated to all indebtedness and other obligations of our subsidiaries. See “Risk Factors—Our holding company structure results in structural subordination of the notes and may affect our ability to make payments on the notes.”


As of September 30, 2017, after giving effect to the transactions described under “Capitalization,” we and our subsidiaries would have had total outstanding consolidated debt of approximately $20.4 billion, consisting of:



approximately $16.6 billion of our indebtedness; and



approximately $3.7 billion of indebtedness of our subsidiaries.


As of September 30, 2017, after giving effect to the transactions described under “Capitalization,” we had the ability to borrow an additional $2.0 billion under the 2013 Credit Facility and the 2014 Credit Facility, net of approximately $11.0 million of outstanding undrawn letters of credit.


As of the issue date, our current subsidiaries, other than those listed in the definition of “Unrestricted Subsidiary” under “— Certain Definitions” below, will be Subsidiaries. Under certain circumstances, we will be able to designate current or future subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries will not be subject to the restrictive covenants set forth in the indenture.


The notes are not subject to a sinking fund.


Transfer and Exchange


A holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. We are not required to transfer or exchange any note selected for redemption or tendered for repurchase. Also, we are not required to transfer or exchange any note for a period of 15 days preceding the first mailing of notice of redemption of notes to be redeemed.


Optional Redemption


The 2023 notes are redeemable at our election, in whole or in part, at any time and from time to time at a redemption price equal to the greater of:


  (1)   100% of the principal amount of the 2023 notes to be redeemed then outstanding; and


  (2)   as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the 2023 notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate for the 2023 notes, plus 15 basis points;


plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the 2023 notes to be redeemed.



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