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SEC Filings

 filed this Form 424B2 on 12/06/2017
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in two business days, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this prospectus supplement will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.


The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering (expressed as a percentage of the principal amount of the notes).


     Paid by


Per 2023 note

     0.600 %

Per 2028 note



We estimate that our total expenses for this offering will be $2.9 million. We have entered into an agreement with the underwriters regarding a reimbursement of $1.4 million of our offering expenses.


In connection with the offering, the underwriters (or persons acting on their behalf) may purchase and sell notes in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, stabilizing purchases and penalty bids.



Short sales involve secondary market sales by the underwriters of a greater number of notes than they are required to purchase in the offering.



Covering transactions involve purchases of notes in the open market after the distribution has been completed in order to cover short positions.



Stabilizing transactions involve bids to purchase notes so long as the stabilizing bids do not exceed a specified maximum.



Penalty bids permit the representatives to reclaim a selling concession from an underwriter when the notes originally sold by the underwriter are purchased in a stabilizing transaction or a syndicate covering transaction to cover syndicate short positions.


Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the notes. They may also cause the price of the notes to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. However, there is no assurance that the underwriters (or persons acting on their behalf) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the notes and 60 days after the date of allotment of the relevant notes. Any of these activities must be conducted by the relevant underwriters (or persons acting on their behalf) in accordance with all applicable laws and regulations.


The underwriters have performed commercial banking, investment banking and advisory services for us from time to time for which they have received customary fees and reimbursement of expenses. The underwriters may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In addition, certain of the underwriters or their affiliates are agents, lenders and arrangers under the term loan entered into in October 2013, as amended, the 2013 Credit Facility and/or the 2014 Credit Facility and therefore may receive some of the proceeds from the notes offered hereby.


In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities)



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