Obligation Hexcel CORP 3.95% ( US428291AN87 ) en USD

Hexcel CORP

95.178 % ▼

Etats-unis

US428291AN87 ( en USD )

3.95% par an ( paiement semestriel )

14/02/2027

Prospectus brochure de l'obligation Hexcel CORP US428291AN87 en USD 3.95%, échéance 14/02/2027

2 000 USD

400 000 000 USD

428291AN8

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/08/2024 ( Dans 112 jours )

L'Obligation émise par Hexcel CORP ( Etats-unis ) , en USD, avec le code ISIN US428291AN87, paye un coupon de 3.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2027

L'Obligation émise par Hexcel CORP ( Etats-unis ) , en USD, avec le code ISIN US428291AN87, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Hexcel CORP ( Etats-unis ) , en USD, avec le code ISIN US428291AN87, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

FINAL PROSPECTUS SUPPLEMENT
424B2 1 d290600d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-199500
CALCULATION OF REGISTRATION FEE

Proposed
Amount
Proposed
Maximum
Title of each class of
to be
Maximum Offering
Aggregate
Amount of
securities to be registered

Registered

Price

Offering Price
Registration Fee(1)
3.950% Senior Notes due 2027

$400,000,000

99.559%

$398,236,000

$46,156

(1)
Calculated in accordance with Rule 456(b) and 457(r) of the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated October 21, 2014)
$400,000,000

Hexcel Corporation
3.950% Senior Notes due 2027

We are issuing $400,000,000 aggregate principal amount of our 3.950% Senior Notes due 2027 in this offering (the "notes"). The interest rate payable on
the notes will be subject to adjustments from time to time if either Moody's or S&P (or a substitute rating agency therefor) downgrades (or downgrades and
subsequently upgrades) the credit rating assigned to the notes as described in "Description of the Notes--Interest Rate Adjustment." Interest on the notes will
be payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2017. The notes will mature on February 15, 2027
unless redeemed or repurchased prior to such date. We may, at our option, at any time and from time to time, redeem all or any portion of the notes at the cash
prices therefor described herein. If a Change of Control Repurchase Event (as defined under "Description of the Notes--Change of Control Repurchase
Event") occurs, unless we have exercised our option to redeem the notes in full, we will be required, subject to certain exceptions described herein, to make an
offer to each holder of notes to repurchase all (or, at the election of such holder, any part) of such holder's notes for cash at a price equal to 101% of the
principal amount of the notes to be repurchased plus unpaid interest, if any, accrued thereon to, but not including, the repurchase date.
The notes will be our unsecured and unsubordinated indebtedness, will rank equally with each other and with all of our other existing and future
unsecured and unsubordinated indebtedness, and will be effectively junior to all of the liabilities and any preferred equity of our subsidiaries, other than any
wholly-owned domestic subsidiaries (as defined below) that may guarantee the notes in the future, and to all of our secured indebtedness to the extent of the
value of the collateral securing such indebtedness.
Initially, the notes will not be guaranteed by any of our subsidiaries. In the future, however, if any of our wholly-owned domestic subsidiaries guarantee,
or otherwise become obligated with respect to, certain of our debt (as described under "Description of the Notes--Possible Future Guarantees"), then such
subsidiary will guarantee our obligations under the notes.
Investing in the notes involves significant risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement, as well as
"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference in this
prospectus supplement and the accompanying prospectus, before making a decision to invest in the notes.
The notes are a new issue of securities with no established trading market. We do not intend to list the notes on any national securities exchange or to
have the notes quoted on any automated dealer quotation system.

Per Note
Total

(1)
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FINAL PROSPECTUS SUPPLEMENT
Public offering price

99.559%
$398,236,000
Underwriting discount

0.650%
$
2,600,000
Proceeds, before expenses, to us

98.909%
$395,636,000

(1) Plus accrued interest from February 16, 2017, if settlement occurs after that date.

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

The underwriters expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company and its direct and indirect
participants, including Euroclear Bank S.A/N.V., as operator of the Euroclear System, and Clearstream Banking, S.A., against payment in New York, New
York on or about February 16, 2017.

Joint-Book Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.
Senior Co-Managers

Citizens Capital Markets

Wells Fargo Securities
Co-Managers

SMBC Nikko

SunTrust Robinson Humphrey

TD Securities

US Bancorp

The date of this prospectus supplement is February 13, 2017.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

About this Prospectus Supplement
S-ii
Forward-Looking Statements
S-iii
Summary
S-1
Risk Factors
S-6
Ratio of Earnings to Fixed Charges
S-9
Use of Proceeds
S-10
Capitalization
S-11
Description of the Notes
S-12
U.S. Federal Income Tax Consequences to Non-U.S. Holders
S-34
Underwriting (Conflicts of Interest)
S-37
Validity of the Notes
S-42
Experts
S-42
Incorporation by Reference
S-42
Prospectus

About this Prospectus
i
Forward-Looking Statements
i
Summary
1
Risk Factors
2
Ratio of Earnings to Fixed Charges
3
Use of Proceeds
3
Securities We May Offer
3
Description of Debt Securities
4
Description of Capital Stock
7
Plan of Distribution
9
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FINAL PROSPECTUS SUPPLEMENT
Legal Matters
11
Experts
11
Where You Can Find More Information
11
You should rely only on the information contained or incorporated by reference in this prospectus supplement or the accompanying
prospectus and, if applicable, any free writing prospectus we may provide you in connection with this offering. We have not, and the underwriters
have not, authorized anyone to provide you with any additional or different information. We are not, and the underwriters are not, making an offer
to sell these securities in any jurisdiction where the offer or sale of these securities is not permitted. This document may only be used where it is
legal to sell these securities. You should assume that the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus and any free writing prospectus we may provide you in connection with this offering is accurate only as of their
respective dates and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by
reference. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering. The second part,
the accompanying prospectus, gives more general information, some of which may not apply to this offering. This prospectus supplement also adds
to, updates and changes information contained in the accompanying prospectus. If the description of this offering varies between this prospectus
supplement (including the information incorporated by reference herein) and the accompanying prospectus, you should rely on the information in
this prospectus supplement. The accompanying prospectus is part of an automatic shelf registration statement that we filed with the Securities and
Exchange Commission ("SEC") as a "well-known seasoned issuer," as defined in Rule 405 under the Securities Act of 1933, as amended (the
"Securities Act"). Under the shelf registration statement, we may, from time to time, sell an indeterminate amount of any combination of debt
securities, common stock or preferred stock in one or more offerings.
It is important that you read and consider all of the information contained in this prospectus supplement and the accompanying prospectus in
making your investment decision. You should also read and consider the information in the documents to which we have referred you in
"Incorporation by Reference."
In this prospectus supplement, unless otherwise indicated herein or the context otherwise indicates, the terms "Hexcel," "we," "us," "our" and
the "Company" refer to Hexcel Corporation, together with its consolidated subsidiaries. Currency amounts in this prospectus supplement are stated
in United States, or U.S., dollars.

S-ii
Table of Contents
FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus supplement and the accompanying prospectus and the information incorporated by reference
in this prospectus supplement and the accompanying prospectus constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements relate to analyses and other information that are based on forecasts of future results and
estimates of amounts not yet determinable. These statements also relate to future prospects, developments and business strategies. These forward-
looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may,"
"plan," "predict," "project," "should," "would," "will" and similar terms and phrases, including references to assumptions. Such statements are
based on current expectations, are inherently uncertain, and are subject to changing assumptions.
Such forward-looking statements include, but are not limited to: (a) the estimates and expectations based on aircraft production rates made
publicly available by Airbus, Boeing and others; (b) the revenues we may generate from an aircraft model or program; (c) the impact of the
possible push-out in deliveries of the Airbus and Boeing backlog and the impact of delays in the startup or ramp-up of new aircraft programs or the
final Hexcel composite material content once the design and material selection has been completed; (d) expectations of composite content on new
commercial aircraft programs and our share of those requirements; (e) expectations of growth in revenues from space and defense applications,
including whether certain programs might be curtailed or discontinued; (f) expectations regarding growth in sales for wind energy, recreation,
automotive and other industrial applications; (g) expectations regarding working capital trends and expenditures; (h) expectations as to the level of
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FINAL PROSPECTUS SUPPLEMENT
capital expenditures and when we will complete the construction and qualification of capacity expansions; (i) our ability to maintain and improve
margins in light of the ramp-up of capacity and new facilities and the current economic environment; (j) the outcome of legal matters; (k) our
projections regarding the realizability of net operating loss and tax credit carryforwards; and (l) the impact of various market risks, including
fluctuations in interest rates, currency exchange rates, environmental regulations and tax codes, fluctuations in commodity prices, and fluctuations
in the market price of our common stock, the impact of work stoppages or other labor disruptions and the impact of the above factors on our
expectations of 2017 financial results and beyond. In addition, actual results may differ materially from the results anticipated in the forward-
looking statements due to a variety of factors, including but not limited to changing market conditions, increased competition, product mix,
inability to achieve planned manufacturing improvements or to meet customer specifications, cost reductions and capacity additions, and
conditions in the financial markets.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be
materially different. Such factors include, but are not limited to, the following: changes in general economic and business conditions; changes in
current pricing and cost levels; changes in political, social and economic conditions and local regulations; foreign currency fluctuations; changes in
aerospace delivery rates; reductions in sales to any significant customers, particularly Airbus, Boeing or Vestas; changes in sales mix; changes in
government defense procurement budgets; changes in military aerospace programs technology; industry capacity; competition; disruptions of
established supply channels, particularly where raw materials are obtained from a single or limited number of sources and cannot be substituted by
unqualified alternatives; manufacturing capacity constraints; uncertainty regarding the likely exit of the U.K. from the European Union; and
unforeseen vulnerability of our network and systems to interruptions or failures.
If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may vary materially
from those expected, estimated or projected. In addition to other factors that affect our operating results and financial position, neither past
financial performance nor our expectations should be considered reliable indicators of future performance. Investors should not use historical
trends to anticipate results or trends in future periods. Further, our securities' prices are subject to volatility. Any of the factors discussed above
could have an adverse impact on the price of our securities, including the notes offered hereby. In addition, failure of sales or income in any quarter
to meet the investment community's expectations, as well as broader market trends, can have an adverse impact on the price of our securities,
including the notes offered hereby. We do not undertake an obligation to update our forward-looking statements or risk factors to reflect future
events or circumstances.

S-iii
Table of Contents
SUMMARY
The information below is a summary of the more detailed information included elsewhere or incorporated by reference in this prospectus
supplement and the accompanying prospectus. You should read carefully the following summary together with the more detailed information
contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus we may provide you in connection with
this offering, and the information incorporated by reference into those documents, including the risk factors described on page S-6 of this
prospectus supplement and on page 2 of the accompanying prospectus and the "Risk Factors" section in our Annual Report on Form 10-K for
the year ended December 31, 2016.
Our Company
Hexcel Corporation, founded in 1946, was incorporated in California in 1948, and reincorporated in Delaware in 1983. Hexcel is a
leading advanced composites company. We develop, manufacture, and market lightweight, high-performance structural materials, including
carbon fibers, specialty reinforcements, prepregs and other fiber-reinforced matrix materials, honeycomb, adhesives, engineered honeycomb
and composite structures, for use in Commercial Aerospace, Space & Defense and Industrial markets. Our products are used in a wide variety
of end applications, such as commercial and military aircraft, space launch vehicles and satellites, wind turbine blades, automotive, recreational
products and other industrial applications.
We serve international markets through manufacturing facilities, sales offices and representatives located in the Americas, Asia Pacific,
Europe, Russia and Africa. We are also a partner in a joint venture in Malaysia, which manufactures composite structures for Commercial
Aerospace applications. During 2016, the Company invested a total of $30 million in three new affiliates. The investments are each below a
20% ownership level.
We are a manufacturer of products within a single industry: Advanced Composites. Hexcel has two reportable segments: Composite
Materials and Engineered Products. The Composite Materials segment is comprised of our carbon fiber, specialty reinforcements, resins,
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FINAL PROSPECTUS SUPPLEMENT
prepregs and other fiber-reinforced matrix materials, and honeycomb core product lines. The Engineered Products segment is comprised of
lightweight high strength composite structures, molded components, engineered core and honeycomb products with added functionality.
Our principal executive offices are located at Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901-3238, and our
telephone number at that location is (203) 969-0666.

S-1
Table of Contents
The Offering
The summary below describes some of the principal terms of the notes. Some of the terms and conditions described below are subject to
important limitations and exceptions. See "Description of the Notes" for a more detailed description of the terms and conditions of the notes.

Issuer
Hexcel Corporation

Securities Offered
$400,000,000 aggregate principal amount of 3.950% Senior Notes due 2027

Maturity Date
The notes will mature on February 15, 2027, unless redeemed or repurchased prior to
such date.

Interest Rate
Subject to "Interest Rate Adjustment" below, 3.950% per year, accruing from
February 16, 2017.

Interest Payment Dates
February 15 and August 15 of each year, beginning on August 15, 2017.

Interest Rate Adjustment
The interest rate payable on the notes will be subject to adjustments from time to time if
either Moody's or S&P (or a substitute rating agency therefor) downgrades (or
downgrades and subsequently upgrades) the credit rating assigned to the notes. See
"Description of the Notes--Interest Rate Adjustment."

Optional Redemption
We may, at our option, redeem the notes, in whole at any time or in part from time to
time, in each case prior to November 15, 2026 (i.e., three months prior to the stated
maturity date of the notes) (the "Par Call Date"), at a cash redemption price equal to the
greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum
of the present values of the remaining scheduled payments of principal of and interest on
the notes to be redeemed that would have been payable in respect of such notes
calculated as if the stated maturity date of such notes was the Par Call Date, discounted
to the applicable redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below)
plus 0.250%, or 25 basis points, plus, in each case, unpaid interest, if any, accrued
thereon to, but not including, the redemption date.

In addition, at any time on or after the Par Call Date, we may, at our option, redeem the
notes, in whole at any time or in part from time to time, at a cash redemption price

equal to 100% of the principal amount of the notes to be redeemed plus unpaid interest,
if any, accrued thereon to, but not including, the redemption date. See "Description of
the Notes--Optional Redemption."

Change of Control Repurchase Obligation
If a Change of Control Repurchase Event occurs, unless we have exercised our option to
redeem the notes in full, we will be required,

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S-2
Table of Contents
subject to certain exceptions, to make an offer to each holder of notes to repurchase all
(or, at the election of such holder, any part) of such holder's notes for cash at a

repurchase price equal to 101% of the principal amount of the notes to be repurchased
plus unpaid interest, if any, accrued thereon to, but not including, the repurchase date.
See "Description of the Notes--Change of Control Repurchase Event."

Possible Future Guarantees
Initially, the notes will not be guaranteed by any of our subsidiaries. In the future,
however, if any of our wholly-owned domestic subsidiaries guarantee, or otherwise
become obligated with respect to, any Debt (as defined herein), then such subsidiary (a
"subsidiary guarantor") will guarantee our obligations under the notes on a senior
unsecured basis (the "subsidiary guarantee"). See "Description of the Notes--Possible
Future Guarantees."

Use of Proceeds
The net proceeds from this offering are estimated to be approximately $394.7 million
after deducting the underwriting discount and our other estimated offering expenses
payable by us. We intend to use the net proceeds from this offering initially to reduce
amounts outstanding under our Revolving Credit Facility (as defined herein), but
without a reduction in commitment, and thereafter for general corporate purposes,
including the repurchase of shares of our outstanding common stock pursuant to our
authorized share repurchase program. See "Use of Proceeds."

Conflicts of Interest
Certain of the underwriters and affiliates of certain of the underwriters are lenders under
our Revolving Credit Facility. Upon our application of the net proceeds from this
offering to reduce amounts outstanding under our Revolving Credit Facility, such
underwriters or affiliates may individually receive an amount in excess of 5% of the net
proceeds from this offering. See "Underwriting (Conflicts of Interest)--Conflicts of
Interest."

Certain Covenants
The indenture governing the notes will contain certain covenants that will, among other
things, restrict our ability to:

· incur certain indebtedness secured by mortgages, pledges and other liens on certain

assets;

· engage in certain sale and leaseback transactions; and

· consolidate or merge with or into any other entity, or sell, convey, transfer or lease all

or substantially all our assets to another entity.

These covenants are subject to a number of important exceptions and qualifications. For

further information, see "Description of the Notes--Certain Covenants" and
"Description of the Notes--Merger, Consolidation and Sale of Assets."

No Limitation on Incurrence of New Debt
Except as described under "Description of the Notes--Certain Covenants," the indenture
will not limit the amount of indebtedness we or our subsidiaries may issue under the
indenture or otherwise.

S-3
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Table of Contents
Ranking
The notes will be our unsecured and unsubordinated indebtedness and will rank equally
in right of payment with each other and with all of our other existing and future
unsecured and unsubordinated indebtedness, and will be effectively junior to all of the
liabilities and any preferred equity of our subsidiaries, other than any wholly-owned
domestic subsidiaries that may guarantee the notes in the future, and to all of our
secured indebtedness to the extent of the value of the collateral securing such
indebtedness.

As of December 31, 2016, we had outstanding $688.7 million of indebtedness,
$0.5 million of which was secured and unsubordinated indebtedness, and our
subsidiaries had outstanding $231.3 million of total liabilities and no preferred equity
held by third parties. As of December 31, 2016, we had outstanding borrowings of

$365.0 million and undrawn availability of $332.9 million, in each case, under our
Revolving Credit Facility and, on an as adjusted basis, following the completion of this
offering and the use of proceeds therefrom, we would have had undrawn availability
under our Revolving Credit Facility of $647.9 million.

No Public Market
The notes are a new issue of securities with no established trading market. We do not
intend to list the notes on any national securities exchange or to have the notes quoted
on any automated dealer quotation system. The underwriters have advised us that they
presently intend to make a market in the notes, but they are not obligated to do so and
may discontinue any market-making at any time without notice to, or the consent of,
holders of the notes. An active trading market for the notes may not develop or
continue, which would adversely affect the market price and liquidity for the notes.

Risk Factors
You should read carefully the "Risk Factors" in this prospectus supplement, as well as
"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31,
2016, which is incorporated by reference in this prospectus supplement and the
accompanying prospectus, before making a decision to invest in the notes.

Trustee and Paying Agent
U.S. Bank National Association

Governing Law
State of New York

S-4
Table of Contents
Summary Historical Financial Data
The following table sets forth our historical consolidated financial data. You should read this information together with our consolidated
financial statements, including the related notes, included in our Annual Report on Form 10-K for the year ended December 31, 2016, from
which certain of such information has been derived, and which is incorporated by reference herein. Our consolidated financial statements for
the year ended December 31, 2016 have been audited by Ernst & Young LLP and our consolidated financial statements for the years ended
December 31, 2015 and 2014 have been audited by our previous Independent Registered Public Accounting Firm, PricewaterhouseCoopers
LLP.

Year Ended December 31,

(In millions)
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FINAL PROSPECTUS SUPPLEMENT

2016

2015

2014

Results of Operations:

Net sales

$2,004.3
$1,861.2
$1,855.5
Cost of sales

1,439.7
1,328.4
1,346.7

Gross margin

564.6

532.8

508.8
Selling, general and administrative expenses

157.6

156.1

149.1
Research and technology expenses

46.9

44.3

47.9
Other expense, net

--

--

6.0

Operating income

360.1

332.4

305.8
Interest expense, net

22.1

14.2

8.0
Non-operating expense, net

0.4

--

0.5

Income before income taxes and equity in earnings

337.6

318.2

297.3
Provision for income taxes

90.3

83.0

89.3

Income before equity in earnings

247.3

235.2

208.0
Equity in earnings from affiliated companies

2.5

2.0

1.4

Net income

$ 249.8
$ 237.2
$ 209.4

Financial Position:

Total assets

$2,400.6
$2,187.4
$2,036.4
Working capital

$ 335.1
$ 341.2
$ 371.1
Long-term notes payable and capital lease obligations

$ 684.4
$ 576.5
$ 415.0
Stockholders' equity

$1,244.9
$1,179.6
$1,149.9

As of

December 31, 2016
(In millions)

Consolidated Balance Sheet Data

Cash and cash equivalents

$
35.2
Total assets

$
2,400.6
Total liabilities

$
1,155.7
Total stockholders' equity

$
1,244.9

S-5
Table of Contents
RISK FACTORS
Before purchasing the notes, you should consider carefully the information under the heading "Risk Factors" in our Annual Report on Form
10-K for the fiscal year ended December 31, 2016, and the following risk factors, each of which could materially adversely affect our business,
prospects, results of operations, liquidity and financial condition. You should also carefully consider the other information included or
incorporated by reference in this prospectus supplement and the accompanying prospectus.
Risks Relating to the Notes
The structural subordination of the notes may limit our ability to meet our debt service obligations under the notes.
The notes will be our unsecured and unsubordinated indebtedness and will rank equally in right of payment with each other and with all of
our existing and future unsecured and unsubordinated indebtedness. However, the notes will be effectively subordinated in right of payment to our
mortgages and other secured indebtedness (to the extent of the value of the collateral securing the same) and to all liabilities, whether secured or
unsecured, and any preferred equity of our subsidiaries, other than any wholly-owned domestic subsidiaries that may guarantee the notes in the
future. As of December 31, 2016, our subsidiaries had liabilities of $231.3 million and no preferred equity held by third parties outstanding. In
addition, as of December 31, 2016, we had $0.5 million of secured and unsubordinated debt outstanding.
The notes are not secured by any of our assets and secured creditors would have a prior claim on our assets.
The notes are not secured by any of our assets. As of December 31, 2016, we had $0.5 million of secured and unsubordinated debt
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outstanding. In addition, the terms of the indenture governing the notes permit us to incur additional secured debt, subject to certain limits described
under "Description of the Notes--Certain Covenants--Limitations on Liens." If payment of secured debt we incur is accelerated, the lenders under
our secured debt agreements will be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to agreements
governing that debt, and will have a prior claim on our collateralized assets. In that event, because the notes are not secured by any of our assets, it
is possible that there will be no assets remaining from which claims of the holders of notes can be satisfied or, if any assets remain, the remaining
assets might be insufficient to satisfy those claims in full.
The indenture does not restrict the amount of additional indebtedness that we or our subsidiaries may incur or the amount of preferred
equity that our subsidiaries may issue.
As of December 31, 2016, we had outstanding $688.7 million of indebtedness, $365.0 million of which was outstanding under our Revolving
Credit Facility, resulting in $332.9 million of undrawn availability under our Revolving Credit Facility. As of December 31, 2016, on an adjusted
basis, after giving effect to this offering and the application of the net proceeds from this offering, we would have had outstanding $773.7 million
of indebtedness and undrawn availability under our Revolving Credit Facility of $647.9 million. See "Use of Proceeds." Except as described under
"Description of the Notes--Certain Covenants--Limitations on Liens," the indenture will not limit the amount of indebtedness (including secured
indebtedness) that we or our subsidiaries may incur or the amount of preferred equity that our subsidiaries may issue. The incurrence of any such
additional indebtedness or the issuance of any such preferred equity may have important consequences for you as a holder of the notes, including
making it more difficult for us to satisfy our obligations with respect to the notes or, if a wholly-owned domestic subsidiary becomes obligated to
guarantee the notes in the future, for such subsidiary guarantor to satisfy its obligations with respect to its subsidiary guarantee, a decrease in the
market price of your notes and a risk that the credit ratings of the notes are lowered, placed on negative outlook or withdrawn.

S-6
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If a wholly-owned domestic subsidiary becomes obligated to guarantee the notes in the future, U.S. federal and state fraudulent transfer
laws may permit a court to void such subsidiary guarantee and, if that occurs, you may not receive any payments on such subsidiary
guarantee.
If a wholly-owned domestic subsidiary becomes obligated to guarantee the notes in the future, the issuance of its subsidiary guarantee may
be subject to review under U.S. federal and state fraudulent transfer and conveyance statutes if a bankruptcy, liquidation or reorganization case or a
lawsuit, including under circumstances in which bankruptcy is not involved, were commenced at some future date by such subsidiary guarantor or
on behalf of the unpaid creditors of such subsidiary guarantor. While the relevant laws may vary from state to state, under such laws a guarantee
will generally be a fraudulent conveyance or transfer if (i) the transfer was made with the intent of hindering, delaying or defrauding creditors or
(ii) the guarantor received less than reasonably equivalent value or fair consideration in return for issuing such guarantee, and, in the case of
(ii) only, one of the following is also true:

· such guarantor was insolvent or rendered insolvent by reason of issuing such guarantee;

· payment of the consideration left such guarantor with an unreasonably small amount of capital to carry on its business; or

· such guarantor intended to, or believed that it would, incur debts beyond its ability to pay as they mature.
If a court were to find that the issuance of a subsidiary guarantee by a subsidiary guarantor was a fraudulent conveyance or transfer, the court
could void the payment obligations under such subsidiary guarantee or require the holders of the notes to repay any amounts received with respect
to such subsidiary guarantee. In the event of a finding that a fraudulent conveyance or transfer occurred, you may not receive any payment on the
notes in respect of such subsidiary guarantee.
The measures of insolvency for purposes of fraudulent conveyance laws vary depending upon the law of the jurisdiction that is being applied.
Generally, an entity would be considered insolvent if, at the time it incurred indebtedness:

· the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

· the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing

debts and liabilities, including contingent liabilities, as they become absolute and mature; or

· it could not pay its debts as they become due.
We cannot be certain as to the standards a court would use to determine whether reasonably equivalent value or fair consideration was
received or whether or not a subsidiary guarantor, if any, was solvent at the relevant time, or, regardless of the standard used, that the issuance of a
subsidiary guarantee by it would not be voided to other indebtedness of such subsidiary guarantor.
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FINAL PROSPECTUS SUPPLEMENT
If we experience a Change of Control Repurchase Event and you fail to exercise your right to require us to repurchase your notes, under
certain circumstances we can nevertheless repurchase your notes.
If holders of not less than 90% in aggregate principal amount of the outstanding notes validly tender and do not withdraw such notes in an
offer to repurchase the notes upon a Change of Control Repurchase Event and we repurchase or any third party making an offer to repurchase the
notes upon a Change of Control Repurchase Event in lieu of us as described under "Description of the Notes--Change of Control Repurchase
Event" repurchases, all of the notes validly tendered and not withdrawn by such holders, we or such third party will have the right, upon not less
than 30 nor more than 60 days' prior written notice, given not more than 30 days

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following such repurchase pursuant to the offer to repurchase the notes upon a Change of Control Repurchase Event described under "Description
of the Notes--Change of Control Repurchase Event," to repurchase all notes that remain outstanding following such repurchase at a price in cash
equal to 101% of the principal amount of such notes to be repurchased plus unpaid interest, if any, accrued thereon to, but not including, the
repurchase date.
We may not be able to repurchase the notes upon a Change of Control Repurchase Event.
The terms of the notes, as well as the terms of our outstanding 4.700% senior notes due 2025 (the "Existing Notes"), require us to offer to
repurchase such notes when a Change of Control Repurchase Event occurs. If we experience a Change of Control Repurchase Event, there can be
no assurance that we would have sufficient financial resources available to satisfy, or that we would not be prohibited under other financing
arrangements to satisfy, our obligations to repurchase your notes and our Existing Notes. Our failure to repurchase the notes and/or the Existing
Notes in connection with a Change of Control (as defined below) would result in a default under the indenture, which could have material adverse
consequences for us and the holders of the notes. Certain events constituting a Change of Control under the notes and/or Existing Notes would also
be events of default under our Revolving Credit Facility.
We could enter into various transactions that could increase the amount of our outstanding debt, adversely affect our capital structure or
credit ratings or otherwise adversely affect holders of the notes.
The terms of the notes do not prevent us from entering into a variety of acquisition, refinancing, recapitalization or other highly leveraged
transactions. As a result, we could enter into a variety of transactions that could increase the total amount of our outstanding indebtedness,
adversely affect our capital structure or credit ratings or otherwise have material adverse consequences for us and the holders of the notes.
There is currently no market for the notes. We cannot assure you that an active trading market will develop, continue or be liquid.
The notes are a new issue of securities with no established trading market. We do not intend to list the notes on any national securities
exchange or to have the notes quoted on any automated dealer quotation system. The underwriters have advised us that they presently intend to
make a market in the notes, but they are not obligated to do so and may discontinue any market-making at any time without notice to, or the
consent of, holders of the notes. We cannot assure you that an active market for the notes will develop or, if it develops, will continue or be liquid.
If an active trading market for the notes does not develop or continue, the market price and liquidity of the notes will be negatively affected. If the
notes are traded after their initial issuance, they may trade at a discount from their initial offering price. Future trading prices of the notes will
depend on many factors, including prevailing interest rates, the market for similar securities, general economic conditions and our financial
condition, liquidity, results of operations and prospects. The condition of the financial markets and prevailing interest rates have fluctuated in the
past and are likely to fluctuate in the future, which could have an adverse effect on the market price of the notes. See "Underwriting."
Adverse actions by the rating agencies would likely adversely affect our cost of financing and the market price of our debt securities.
Rating agencies rate our debt securities, including the notes, on factors that include our business, financial condition, liquidity, results of
operations and prospects and their view of the general outlook for the economy generally and our industry specifically. Actions taken by the rating
agencies can include maintaining, upgrading, downgrading or withdrawing the current rating of our debt securities or placing us on negative
outlook for possible future downgrading. Downgrading or withdrawal of the credit rating of our debt securities or placing us on negative outlook
for possible future downgrading would likely increase our cost of financing and have a negative effect on the market price of your notes. No report
of any rating agency is being incorporated by reference in this prospectus supplement or the accompanying prospectus.

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