Obligation Forum Energy Technologies Inc 6.25% ( US34984VAB62 ) en USD

Forum Energy Technologies Inc

99.53 % ⇌

Etats-unis

US34984VAB62 ( en USD )

6.25% par an ( paiement semestriel )

30/09/2021 - Obligation échue

Prospectus brochure de l'obligation Forum Energy Technologies Inc US34984VAB62 en USD 6.25%, échue

2 000 USD

400 000 000 USD

34984VAB6

CCC- ( Défaut imminent, avec quelques espoirs de recouvrement )

L'Obligation émise par Forum Energy Technologies Inc ( Etats-unis ) , en USD, avec le code ISIN US34984VAB62, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/09/2021

L'Obligation émise par Forum Energy Technologies Inc ( Etats-unis ) , en USD, avec le code ISIN US34984VAB62, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Forum Energy Technologies Inc ( Etats-unis ) , en USD, avec le code ISIN US34984VAB62, a été notée CCC- ( Défaut imminent, avec quelques espoirs de recouvrement ) par l'agence de notation Standard & Poor's ( S&P ).

424B3
424B3 1 d764419d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-197798

PROSPECTUS

Forum Energy Technologies, Inc.
Offer to Exchange
up to
$400,000,000 of 6.250% Senior Notes due 2021
for
$400,000,000 of 6.250% Senior Notes due 2021

The exchange notes
You should note that

· will be freely tradeable and otherwise substantially identical to the
· we will exchange all outstanding notes that are validly tendered
outstanding notes
and not validly withdrawn for an equal principal amount of

exchange notes that we have registered under the Securities Act
of 1933
The exchange offer

· you may withdraw tenders of outstanding notes at any time
· expires at 5:00 p.m., New York City time, on September 15, 2014,
prior to the expiration of the exchange offer
unless extended

· the exchange of outstanding notes for exchange notes in the
· is not conditioned upon any minimum aggregate principal amount of
exchange offer should not be a taxable event for U.S. federal
outstanding notes being tendered

income tax purposes
Please read "Risk Factors" beginning on page 8 for a discussion of factors you should consider before
participating in the exchange offer.
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.
Each broker-dealer that receives the notes for its own account pursuant to this exchange offer in exchange for outstanding notes that were
acquired by that broker-dealer as a result of market-making or other trading activities must acknowledge by way of the letter of transmittal that it
will deliver a prospectus in connection with any resale of the notes. This prospectus, as it may be amended or supplemented from time to time,
may be used by such a broker-dealer in connection with resales of the notes received in the exchange offer. We have agreed that, for a period of up
to 180 days after the closing of this exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any
such resale. See "Plan of Distribution."
http://www.sec.gov/Archives/edgar/data/1401257/000119312514311072/d764419d424b3.htm[8/15/2014 9:43:03 AM]

424B3
The date of this prospectus is August 14, 2014.
Table of Contents
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your investment
decision, you should rely only on the information contained in or incorporated by reference into this prospectus and in the letter of transmittal
accompanying this prospectus. We have not authorized anyone to provide you with any other information. If you receive any unauthorized
information, you must not rely on it. We are not making an offer to sell or exchange these securities in any jurisdiction where the offer is not
permitted. You should assume that the information contained in this prospectus or in the documents incorporated by reference into this prospectus
are accurate only as of the date on the front cover of this prospectus or the date of such incorporated documents, as the case may be.
This prospectus incorporates by reference important business and financial information about us that is not included in or delivered
with this prospectus. This information is available without charge upon written or oral request directed to: Forum Energy Technologies,
Inc., 920 Memorial City Way, Suite 1000, Houston, Texas 77024, Attention: Investor Relations; telephone number: (281) 949-2500. To
obtain timely delivery, you must request the information no later than September 10, 2014. The exhibits to the documents incorporated by
reference will generally not be made available unless they are specifically incorporated by reference in the documents.
TABLE OF CONTENTS

Page
SUMMARY

1
Forum Energy Technologies, Inc.

1
Our Offices

1
Exchange Offer

2
Terms of the Exchange Notes

5
RISK FACTORS

8
Risks Relating to the Exchange Offer

8
Risks Relating to the Notes

8
USE OF PROCEEDS

13
RATIO OF EARNINGS TO FIXED CHARGES

14
EXCHANGE OFFER

15
Purpose of the Exchange Offer

15
Resale of Exchange Notes

15
Terms of the Exchange Offer

16
Expiration Date

16
Extensions, Delays in Acceptance, Termination or Amendment

17
Conditions to the Exchange Offer

17
Procedures for Tendering

18
Withdrawal of Tenders

19
Fees and Expenses

20
Transfer Taxes

20
Consequences of Failure to Exchange

20
Accounting Treatment

20
Other

20
DESCRIPTION OF THE NOTES

21
Principal, Maturity and Interest

21
Methods of Receiving Payments on the Notes

22
Ranking

22
Guarantees

23
Optional Redemption

24
Change of Control

26
Certain Covenants

28
Events of Default

43

i
http://www.sec.gov/Archives/edgar/data/1401257/000119312514311072/d764419d424b3.htm[8/15/2014 9:43:03 AM]

424B3
Table of Contents
Legal Defeasance and Covenant Defeasance
44
Satisfaction and Discharge
46
Transfer and Exchange
46
Amendment, Supplement and Waiver
47
No Personal Liability of Directors, Officers, Employees and Stockholders
48
Concerning the Trustee
48
Governing Law
48
Certain Definitions
49
Book-Entry, Delivery and Form
68
Depository Procedures
68
Exchange of Global Notes for Certificated Notes
70
Same Day Settlement and Payment
70
MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS
72
Exchange of Notes Pursuant to the Exchange Offer
72
Certain Contingent Payments
72
U.S. Holders
73
Non-U.S. Holders
73
Information Reporting and Backup Withholding
75
Certain U.S. Federal Estate Tax Considerations
76
Unearned Income Medicare Contribution Tax
76
Foreign Account Tax Compliance
76
PLAN OF DISTRIBUTION
77
LEGAL MATTERS
78
EXPERTS
78
WHERE YOU CAN FIND MORE INFORMATION
78
FORWARD-LOOKING STATEMENTS
79
ANNEX A LETTER OF TRANSMITTAL
A-
1

ii
Table of Contents
SUMMARY
This summary highlights information included or incorporated by reference in this prospectus. It may not contain all of the information
that is important to you. This prospectus includes information about the exchange offer and the exchange notes and includes or incorporates
by reference information about our business and our financial and operating data. Before deciding to participate in the exchange offer, you
should read this entire prospectus carefully, including the information incorporated by reference in this prospectus and the "Risk Factors"
section beginning on page 8 of this prospectus.
Except as otherwise required or indicated, references to the "Company," "we," "our," "us," or like terms refer to Forum Energy
Technologies, Inc. and its subsidiaries collectively.
Forum Energy Technologies, Inc.
We are a global oilfield products company, serving the subsea, drilling, completion, production and infrastructure sectors of the oil and
natural gas industry. We design, manufacture and distribute products, and engage in aftermarket services, parts supply and related services that
complement our product offering. Our product offering includes a mix of highly engineered capital products and frequently replaced items
that are used in the exploration, development, production and transportation of oil and natural gas. Our capital products are directed at: drilling
rig equipment for new rigs, upgrades and refurbishment projects; subsea construction and development projects; the placement of production
equipment on new producing wells; and downstream capital projects. Our engineered systems are critical components used on drilling rigs or
in the course of subsea operations, while our consumable products are used to maintain efficient and safe operations at well sites in the well
construction process, within the supporting infrastructure, and at processing centers and refineries. Historically, just over half of our revenue is
derived from activity-based consumable products, while the balance is derived from capital products and a small amount from rental and other
http://www.sec.gov/Archives/edgar/data/1401257/000119312514311072/d764419d424b3.htm[8/15/2014 9:43:03 AM]

424B3
services.
We seek to design, manufacture and supply reliable products that create value for our diverse customer base, which includes, among
others, oil and gas operators, land and offshore drilling contractors, well stimulation and intervention service providers, subsea construction
and service companies, and pipeline and refinery operators.
We operate two business segments:

· In our Drilling & Subsea segment, we design and manufacture products and provide related services to the subsea, drilling, well
construction, completion and intervention markets. Through this segment, we offer subsea technologies, including robotic vehicles
and other capital equipment, specialty components and tooling, a broad suite of complementary subsea technical services and rental

items, and applied products for subsea pipelines; drilling technologies, including capital equipment and a broad line of products
consumed in the drilling and well intervention process; and downhole technologies, including cementing and casing tools,
completion products, and a range of downhole protection solutions.

· In our Production & Infrastructure segment, we design and manufacture products and provide related equipment and services to the
well stimulation, completion, production and infrastructure markets. Through this segment, we supply flow equipment, including

well stimulation consumable products and related recertification and refurbishment services; production equipment, including well
site production equipment and process equipment; and valves, which includes a broad range of industrial and process valves.
Our Offices
Our principal executive offices are located at 920 Memorial City Way, Suite 1000, Houston, Texas 77024, and our telephone number at
that address is (281) 949-2500. Our website is available at http://www.f-e-t.com. Information on our website or any other website is not
incorporated by reference herein and does not constitute a part of this prospectus.

1
Table of Contents
Exchange Offer
In 2013, we issued the outstanding notes in two transactions exempt from or not subject to registration under the Securities Act of 1933.
As part of these issuances, we entered into registration rights agreements with the initial purchasers of the outstanding notes in which we
agreed, among other things, to use our commercially reasonable efforts to complete the exchange offer on or prior to October 2, 2014. The
following is a summary of the exchange offer.

Outstanding Notes
On October 2, 2013, we issued $300 million aggregate principal amount of 6.250%
Senior Notes due 2021, and on November 22, 2013, we issued an additional $100
million aggregate principal amount of 6.250% Senior Notes due 2021.

Exchange Notes
6.250% Senior Notes due 2021. The terms of the exchange notes are identical to the
terms of the outstanding notes, except that the transfer restrictions and provisions for
additional interest relating to the outstanding notes do not apply to the exchange notes.

Exchange Offer
We are offering to exchange up to $400 million aggregate principal amount of our
6.250% Senior Notes due 2021 for an equal amount of our outstanding 6.250% Senior
Notes due 2021 issued in 2013 to satisfy our obligations under the registration rights
agreements that we entered into when we issued the outstanding notes.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on September 15,
2014, unless we decide to extend it.

Conditions to the Exchange Offer
The registration rights agreements do not require us to accept outstanding notes for
exchange if the exchange offer or the making of any exchange by a holder of the
outstanding notes would violate any applicable law or SEC policy. A minimum
aggregate principal amount of outstanding notes being tendered is not a condition to the
http://www.sec.gov/Archives/edgar/data/1401257/000119312514311072/d764419d424b3.htm[8/15/2014 9:43:03 AM]

424B3
exchange offer. Please read "Exchange Offer--Conditions to the Exchange Offer" for
more information about the conditions to the exchange offer.

Procedures for Tendering Outstanding Notes
All of the outstanding notes are held in book-entry form through the facilities of The
Depository Trust Company, or DTC. To participate in the exchange offer, you must
follow the automatic tender offer program, or ATOP, procedures established by DTC for
tendering notes held in book-entry form. The ATOP procedures require that the
exchange agent receive, prior to the expiration date of the exchange offer, a computer-
generated message known as an "agent's message" that is transmitted through ATOP
and that DTC confirm that:

· DTC has received instructions to exchange your notes; and

· you agree to be bound by the terms of the letter of transmittal in Annex A hereto.

2
Table of Contents
For more details, please read "Exchange Offer--Terms of the Exchange Offer" and

"Exchange Offer--Procedures for Tendering."

Guaranteed Delivery Procedures
None.

Withdrawal of Tenders
You may withdraw your tender of outstanding notes at any time prior to the expiration
date. To withdraw, you must submit a notice of withdrawal to the exchange agent using
ATOP procedures before 5:00 p.m., New York City time, on the expiration date of the
exchange offer. Please read "Exchange Offer--Withdrawal of Tenders."

Acceptance of Outstanding Notes and Delivery of If you fulfill all conditions required for proper acceptance of outstanding notes, we will
Exchange Notes
accept any and all outstanding notes that you properly tender in the exchange offer
before 5:00 p.m., New York City time, on the expiration date. We will return any
outstanding notes that we do not accept for exchange to you without expense promptly
after the expiration date. We will deliver the exchange notes promptly after the
expiration date. Please read "Exchange Offer--Terms of the Exchange Offer."

Special Procedures for Beneficial Owners
If you own a beneficial interest in outstanding notes that are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and you wish to
tender the outstanding notes in the exchange offer, please contact the registered holder
as soon as possible and instruct it to tender on your behalf and to comply with our
instructions described in this prospectus.

Fees and Expenses
We will bear all expenses related to the exchange offer. Please read "Exchange Offer--
Fees and Expenses."

Use of Proceeds
The issuance of the exchange notes will not provide us with any new proceeds. We are
making the exchange offer solely to satisfy our obligations under the registration rights
agreements.

Consequences of Failure to Exchange Outstanding If you do not exchange your outstanding notes in the exchange offer, you will no longer
Notes
be able to require us to register the outstanding notes under the Securities Act, except in
the limited circumstances provided under the registration rights agreements. In addition,
you will not be able to resell, offer to resell or otherwise transfer the outstanding notes
unless we have registered the outstanding notes under the Securities Act, or unless you
resell, offer to resell or otherwise transfer them under an exemption from the registration
requirements of, or in a transaction not subject to, the Securities Act. If you fail to
exchange your outstanding notes for exchange notes in the exchange offer, the existing
http://www.sec.gov/Archives/edgar/data/1401257/000119312514311072/d764419d424b3.htm[8/15/2014 9:43:03 AM]

424B3
transfer restrictions will remain in effect and the market value of your outstanding notes
likely will be adversely affected because of a smaller float and reduced liquidity.

3
Table of Contents
U.S. Federal Income Tax Consequences
The exchange of exchange notes for outstanding notes in the exchange offer will not be
a taxable event for U.S. federal income tax purposes. Please read "Material Federal
Income Tax Consequences."

Exchange Agent
We have appointed Wells Fargo Bank, N.A. as the exchange agent for the exchange
offer. You should direct questions and requests for assistance and requests for additional
copies of this prospectus (including the letter of transmittal) to the exchange agent
addressed as follows:
By Registered or Certified Mail
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
P.O. Box 1517
Minneapolis, MN 55480
By Regular Mail or Courier
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
6th St & Marquette Avenue
Minneapolis, MN 55479
By Hand Delivery
Wells Fargo Bank, N.A.
Corporate Trust Operations
Northstar East Building--12th Floor
608 Second Avenue South
Minneapolis, MN 55402
Facsimile Transmission
(877) 407-4679
Attn: Corporate Trust Operations
Confirm by Telephone:
800-344-5128

4
Table of Contents
Terms of the Exchange Notes
http://www.sec.gov/Archives/edgar/data/1401257/000119312514311072/d764419d424b3.htm[8/15/2014 9:43:03 AM]

424B3
The exchange notes will be identical to the outstanding notes, except that the exchange notes will not have restrictions on transfer or
provisions for additional interest. The exchange notes will evidence the same debt as the outstanding notes, and the same indenture will
govern the exchange notes and the outstanding notes. We sometimes refer to both the exchange notes and the outstanding notes as the
"notes."
The following summary contains basic information about the exchange notes and is not intended to be complete. It does not contain all
the information that is important to you. For a more complete understanding of the exchange notes, please read "Description of the Notes."

Company
Forum Energy Technologies, Inc.

Securities Offered
$400,000,000 aggregate principal amount of 6.250% Senior Notes due 2021.

Maturity Date
October 1, 2021.

Interest Rate
6.250% per annum.

Interest Payment Dates
Interest on the exchange notes will be paid semi-annually in arrears on April 1 and
October 1 of each year, with the next interest payment date being October 1, 2014. The
initial interest payment on the exchange notes will include all accrued and unpaid
interest on the outstanding notes exchanged therefor. See "Description of the Notes--
Principal, Maturity and Interest."

Ranking
The exchange notes will be our senior unsecured obligations. Accordingly, they will
rank:

· equal in right of payment to all of our existing and future senior unsecured

indebtedness;

· effectively junior to all of our existing and future secured indebtedness, including

indebtedness under our credit facility, to the extent of the value of the collateral
securing such indebtedness;

· effectively junior to all existing and future indebtedness and other liabilities of any

non-guarantor subsidiaries (other than indebtedness and other liabilities owed to
us); and

· senior in right of payment to all of our future subordinated indebtedness.

Subsidiary Guarantees
The exchange notes will be jointly and severally guaranteed by all of our subsidiaries
that guarantee our indebtedness under our credit facility on the issue date. In the future,
the exchange notes will be guaranteed only by our existing and future restricted
subsidiaries that

5
Table of Contents
guarantee our indebtedness or that of another guarantor under a credit facility. The

subsidiary guarantees will rank:

· equal in right of payment to all of the existing and future senior unsecured

indebtedness of our subsidiary guarantors, including their guarantees of our credit
facility;

· effectively junior to all existing and future secured indebtedness of our subsidiary

guarantors; and

· senior in right of payment to all of the future subordinated indebtedness of our

http://www.sec.gov/Archives/edgar/data/1401257/000119312514311072/d764419d424b3.htm[8/15/2014 9:43:03 AM]

424B3
subsidiary guarantors.

For the six months ended June 30, 2014, our non-guarantor restricted subsidiaries
represented approximately 36% of our revenues and 40% of our operating income. As of

June 30, 2014, our non-guarantor restricted subsidiaries represented approximately 33%
of our total assets and had approximately 28% of our total liabilities.

Optional Redemption
We will have the option to redeem the notes, in whole or in part, at any time on or after
October 1, 2016 at the redemption prices set forth in this prospectus under the heading
"Description of the Notes--Optional Redemption," together with any accrued and
unpaid interest to the date of redemption. In addition, before October 1, 2016, we may
redeem the notes, in whole or in part, at the make-whole redemption price described
under "Description of the Notes--Optional Redemption."

Before October 1, 2016, we may, at any time or from time to time, redeem up to 35% of
the aggregate principal amount of the notes in an amount not greater than the net

proceeds of a public or private equity offering at a redemption price set forth under
"Description of the Notes--Optional Redemption."

Change of Control
If a change of control event occurs and is followed by a ratings decline as described in
the indenture governing the notes, we may be required to offer to purchase all
outstanding notes for cash at a price equal to 101% of the aggregate principal amount of
such notes, plus any accrued and unpaid interest to, but not including, the date of
repurchase. See "Description of the Notes--Repurchase at the Option of Holders--
Change of Control."

Certain Covenants
The indenture governing the notes contains covenants that, among other things, limit our
ability and the ability of our restricted subsidiaries to:

· pay dividends on, purchase or redeem our common stock or redeem or repurchase

our subordinated debt;

· make certain investments;

· incur or guarantee additional indebtedness or issue certain types of equity

securities;

· create certain liens;

6
Table of Contents

· sell assets, including equity interests in our restricted subsidiaries;

· redeem or prepay subordinated debt;

· restrict dividends or other payments of our restricted subsidiaries;

· consolidate, merge or transfer all or substantially all of our assets;

· engage in transactions with affiliates; and

· create unrestricted subsidiaries.

These covenants are subject to important exceptions and qualifications that are described

under the heading "Description of the Notes" in this prospectus.

If the exchange notes achieve an investment grade rating from either Moody's Investors
http://www.sec.gov/Archives/edgar/data/1401257/000119312514311072/d764419d424b3.htm[8/15/2014 9:43:03 AM]

424B3

Service, Inc. or Standard & Poor's Ratings Services, many of these covenants will be
terminated.

Transfer Restrictions; Absence of Established
The exchange notes generally will be freely transferable, but will also be new securities
Market for the Notes
for which there will not initially be a market. We do not intend to make a trading market
in the exchange notes after the exchange offer. Therefore, we cannot assure you as to
the development of an active market for the exchange notes or as to the liquidity of any
such market. We do not intend to apply for a listing of the notes on any securities
exchange or for the inclusion of the notes on any automated dealer quotation system.

Risk Factors
See "Risk Factors" for a discussion of certain factors that you should carefully consider
before deciding to invest in the exchange notes.

Form of Exchange Notes
The exchange notes will be represented initially by one or more global notes. The global
exchange notes will be deposited with the trustee, as custodian for DTC.

Trustee, Registrar and Exchange Agent
Wells Fargo Bank, N.A.

Governing Law
The exchange notes and the indenture relating to the exchange notes will be governed
by, and construed in accordance with, the laws of the State of New York.

7
Table of Contents
RISK FACTORS
Before deciding to participate in the exchange offer, you should consider carefully the risks and uncertainties described below and in Item 1A
"Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2013 and our quarterly reports on Form 10-Q, respectively, as
updated by annual, quarterly and other reports and documents we file with the SEC after the date of this prospectus, together with all of the other
information included or incorporated by reference in this prospectus. If any of the described risks actually were to occur, our business, financial
condition, results of operations or growth prospects could be affected materially and adversely. In that case, our ability to fulfill our obligations
under the notes could be materially affected, and you could lose all or part of your investment.
The risks described below and in the documents we have incorporated by reference are not the only ones that we face. Additional risks not
presently known to us or that we currently deem immaterial individually or in the aggregate may also impair our business operations.
This prospectus and the documents we have incorporated by reference also contain forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors,
including the risks and uncertainties faced by us described below or incorporated by reference into this prospectus.
Risks Relating to the Exchange Offer
If you fail to exchange outstanding notes, existing transfer restrictions will remain in effect and the market value of outstanding notes may be
adversely affected because of a smaller float and reduced liquidity.
If you fail to exchange outstanding notes for exchange notes under the exchange offer, then you will continue to be subject to the existing
transfer restrictions on the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from
registration under the Securities Act and applicable state securities laws. Except in connection with this exchange offer or as required by the
registration rights agreements, we do not intend to register resales of the outstanding notes.
The tender and acceptance of outstanding notes under the exchange offer will reduce the principal amount of the currently outstanding notes.
Due to the corresponding reduction in liquidity, this may have an adverse effect upon, and increase the volatility of, the market price of any
currently outstanding notes that you continue to hold following completion of the exchange offer.
Risks Relating to the Notes
http://www.sec.gov/Archives/edgar/data/1401257/000119312514311072/d764419d424b3.htm[8/15/2014 9:43:03 AM]

424B3
We may not be able to generate enough cash flow to meet our debt obligations.
Our future cash flow may be insufficient to meet our debt obligations and other commitments, including our obligations under the notes. Any
insufficiency could negatively impact our business. A range of economic, competitive, business and industry factors will affect our future financial
performance, and, as a result, our ability to generate cash flow from operations and to pay our debt, including our obligations under the notes.
Many of these factors, such as oil and natural gas prices, economic and financial conditions in our industry and the global economy and initiatives
of our competitors, are beyond our control. If we do not generate enough cash flow from operations to satisfy our debt obligations, we may have
to undertake alternative financing plans, such as:

· selling assets;

· reducing or delaying capital investments;

· seeking to raise additional capital; or

· refinancing or restructuring our debt.

8
Table of Contents
If we are unable to comply with the restrictions and covenants in the agreements governing our notes and other debt, there could be a default
under the terms of these agreements, which could result in an acceleration of payment of funds that we have borrowed and would impact our
ability to make principal and interest payments on the notes.
If for any reason we are unable to meet our debt service and repayment obligations, we would be in default under the terms of the agreements
governing our debt, including the credit agreement governing our credit facility and the indenture governing the notes. In the event of such default:

· the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued

and unpaid interest, which would in turn trigger cross-acceleration or cross-default rights between the relevant agreements;

· the lenders under our credit facility could compel us to apply all of our available cash to repay our borrowings or they could prevent us

from making payments on the notes;

· the lenders under our credit facility could elect to terminate their commitments thereunder, cease making further loans and institute

foreclosure proceedings against our assets; and

· we could be forced into bankruptcy or liquidation.
If amounts outstanding under our credit facility or the notes were to be accelerated, we cannot assure you that our assets would be sufficient
to repay in full the money owed to the lenders or to our other debt holders, including you as a noteholder.
Our indebtedness could restrict our operations and make us more vulnerable to adverse economic conditions.
We currently have, and following this exchange offer will continue to have, a substantial amount of indebtedness. We have a senior secured
credit facility with several financial institutions, which provides for a $600 million revolving credit facility with up to $75 million available for
letters of credit and up to $25 million in swingline loans. Our credit facility has an accordion feature that allows us to increase the revolving
commitments and/or term loan commitments under the credit facility by $300 million, subject to obtaining additional commitments from existing
lenders or new commitments from new lenders.
At June 30, 2014, we had approximately $437.6 million of total indebtedness, including approximately $33 million of borrowings
outstanding under our credit facility and approximately $552.7 million of additional borrowing capacity. Our level of indebtedness may adversely
affect our operations and limit our growth, and we may have difficulty making debt service payments on our indebtedness as such payments
become due. Our level of indebtedness may affect our operations in several ways, including the following:

· our indebtedness may increase our vulnerability to general adverse economic and industry conditions;

· the covenants contained in the agreements that govern our indebtedness limit our ability to

· borrow funds, dispose of assets, pay dividends and make certain investments;

· our debt covenants also affect our flexibility in planning for, and reacting to, changes in the economy and in its industry;

· any failure to comply with the financial or other covenants of our indebtedness could result in an event of default, which could result in

http://www.sec.gov/Archives/edgar/data/1401257/000119312514311072/d764419d424b3.htm[8/15/2014 9:43:03 AM]

Document Outline

#1">
- #1">