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SEC Filings

424B2
 filed this Form 424B2 on 12/06/2017
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notes repurchased, plus accrued and unpaid interest, if any, up to but not including the date of repurchase. See “Description of Notes—Repurchase of Notes Upon a Change of Control Triggering Event.” The 2013 Credit Facility and the 2014 Credit Facility might restrict our ability to make such a payment.

 

Certain Covenants

The provisions of the indenture governing the notes will, among other things, limit our ability to:

 

   

create liens; and

 

   

merge, consolidate or sell assets.

 

  These covenants are subject to a number of important exceptions.

 

Use of Proceeds

We expect that the net proceeds of this offering will be approximately $1,382.9 million, after deducting discounts and commissions payable to the underwriters and estimated expenses of this offering payable by us. We intend to use the net proceeds to repay existing indebtedness, including under the 2013 Credit Facility and the 2014 Credit Facility. See “Use of Proceeds” and “Capitalization.”

 

No Prior Market

We do not intend to list the notes on any securities exchange or any automated dealer quotation system. Although the underwriters have informed us that they presently intend to make a market in the notes, they are not obligated to do so and may discontinue market-making at any time at their sole discretion without notice. Accordingly, we cannot assure you that a liquid market for the notes will develop or be maintained.

 

Denominations

The notes will be issued in minimum denominations of $2,000 and multiples of $1,000 thereafter.

 

Trustee

U.S. Bank National Association.

 

U.S. Federal Income Tax Considerations

Investors in either the 2023 notes, the 2028 notes, or both should consider the information in the accompanying prospectus under “Material U.S. Federal Income Tax Considerations Relevant to Holders of Our Debt Securities.” The information in the prospectus should be applied separately to each series of notes.

 

Risk Factors

Before investing in the notes, you should carefully consider all of the information in this prospectus supplement and the accompanying prospectus and incorporated by reference herein or therein, including the discussions under “Risk Factors” beginning on page S-9 and in Part I, Item 1A of the 2016 Annual Report, which is incorporated by reference herein.

 

 

S-4

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