Obligation Icahn Enterprises 6.375% ( US451102BQ92 ) en USD

Icahn Enterprises

96.137 % ▲

Etats-unis

US451102BQ92 ( en USD )

6.375% par an ( paiement semestriel )

14/12/2025

Prospectus brochure de l'obligation Icahn Enterprises US451102BQ92 en USD 6.375%, échéance 14/12/2025

2 000 USD

746 335 000 USD

451102BQ9

BB ( Spéculatif )

Ba3 ( Spéculatif )

15/06/2024 ( Dans 56 jours )

L'Obligation émise par Icahn Enterprises ( Etats-unis ) , en USD, avec le code ISIN US451102BQ92, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2025

L'Obligation émise par Icahn Enterprises ( Etats-unis ) , en USD, avec le code ISIN US451102BQ92, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Icahn Enterprises ( Etats-unis ) , en USD, avec le code ISIN US451102BQ92, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
?Filed Pursuant to Rule 424(b)(3)?
?Registration No. 333-222222?
PROSPECTUS
ICAHN ENTERPRISES L.P.
ICAHN ENTERPRISES FINANCE CORP.
Offer to Exchange $510,000,000 of Our 6.250% Senior Notes Due 2022 Which Have Been
Registered Under the Securities Act of 1933, as Amended, for
Any and All of Our Outstanding 6.250% Senior Notes Due 2022
Offer to Exchange $750,000,000 of Our 6.375% Senior Notes Due 2025 Which Have Been
Registered Under the Securities Act of 1933, as Amended, for Any
and All of Our Outstanding 6.375% Senior Notes Due 2025
We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the
accompanying letter of transmittal, $510,000,000 in aggregate principal amount of our 6.250% senior notes due 2022 that have
been registered under the Securities Act of 1933 (the "2022 exchange notes") for $510,000,000 in aggregate principal amount of
our issued and outstanding, unregistered 6.250% senior notes due 2022 (the "2022 existing notes") and $750,000,000 in
aggregate principal amount of our 6.375% senior notes due 2025 that have been registered under the Securities Act of 1933 (the
"exchange notes") for $750,000,000 in aggregate principal amount of our issued and outstanding, unregistered 6.375% senior
notes due 2025 (the "2025 existing notes"). In this prospectus, we refer to these offers to exchange collectively as the "exchange
offers." We refer to the 2022 exchange notes and the 2025 exchange notes collectively as the "exchange notes" and we refer to
the 2022 existing notes and the 2025 existing notes collectively as the "existing notes."
·
The terms of the exchange notes are substantially identical to the terms of the existing notes of the corresponding
series, except that the transfer restrictions and registration rights relating to the existing notes will not apply to the
exchange notes and the exchange notes will not provide for the payment of special interest under circumstances
related to the timing and completion of the exchange offers.
?
·
The exchange offers will expire at 5:00 p.m., New York City time, on February 8, 2018, unless extended.
?
·
Subject to the satisfaction or waiver of specified conditions, we will exchange your validly tendered unregistered
existing notes that have not been withdrawn prior to the expiration of the exchange offers for an equal principal
amount of exchange notes that have been registered under the Securities Act of 1933, as amended, or the Securities
Act.
?
·
The exchange offers are not subject to any condition other than that the exchange offers not violate applicable law or
any applicable interpretation of the staff of the Securities and Exchange Commission, or the SEC, and other
customary conditions.
?
·
You may withdraw your tender of notes at any time before the exchange offers expire.
?
·
The exchange of notes should not be a taxable exchange for U.S. federal income tax purposes.
?
·
We will not receive any proceeds from the exchange offers.
?
·
Any outstanding existing notes not validly tendered will remain subject to existing transfer restrictions.
?
·
The exchange notes will not be traded on any national securities exchange and, therefore, we do not anticipate that an
active public market in the exchange notes will develop.
?
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offers must acknowledge
that it will deliver a prospectus in connection with any resale of such exchange notes. A broker-dealer that is issued exchange
notes for its own account in exchange for existing notes that were acquired by such broker-dealer as a result of market-making
or other trading activities may use this prospectus, as supplemented or amended, for an offer to resell, resale or other retransfer
of the exchange notes issued to it in the exchange offers.
Please refer to "Risk Factors" beginning on page 11 of this prospectus for certain important information.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
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notes to be issued in the exchange offers or passed upon the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
The date of this prospectus is January 10, 2018
TABLE OF CONTENTS? ?
ICAHN ENTERPRISES L.P.
TABLE OF CONTENTS
?
? ? Pages ?
About this Prospectus
? ? ?? ii ??
Industry and Market Data
? ? ?? ii ??
Cautionary Note Regarding Forward-Looking Statements
? ? ?? ii ??
Summary
? ? ??
1 ??
Risk Factors
? ? ?? 11 ??
Use of Proceeds
? ? ?? 18 ??
Ratio of Earnings to Fixed Charges
? ? ?? 18 ??
Selected Consolidated Financial Data
? ? ?? 19 ??
The Exchange Offers
? ? ?? 23 ??
Description of 2022 Notes
? ? ?? 31 ??
Description of 2025 Notes
? ? ?? 68 ??
Material U.S. Federal Income Tax Consequences
? ? ??105 ??
Plan of Distribution
? ? ??112 ??
Legal Matters
? ? ??112 ??
Experts
? ? ??112 ??
Where You Can Find More Information
? ? ??112 ??
Incorporation of Certain Documents by Reference
? ? ??113 ??
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with the SEC. This prospectus does not
contain all of the information included in the registration statement. The registration statement filed with the SEC
includes exhibits that provide more details about the matters discussed in this prospectus. You should carefully read
this prospectus, the related exhibits filed with the SEC and any prospectus supplement, together with the additional
information described below under the headings "Where You Can Find More Information" and "Incorporation of
Certain Documents by Reference." This prospectus incorporates important business and financial information about
us that is not included in or delivered with this prospectus. We will provide without charge to each person to whom
a copy of this prospectus is delivered, upon written or oral request of that person, a copy of any and all of this
information. Requests for copies should be directed to Investor Relations Department, Icahn Enterprises L.P., 767
Fifth Avenue, Suite 4700, New York, New York 10153; (212) 702-4300. You should request this information at
least five business days in advance of the date on which you expect to make your decision with respect to the
exchange offers. In any event, in order to obtain timely delivery, you must request this information prior to
February 1, 2018, which is five business days before the expiration date of the exchange offers. Our website
address is www.ielp.com. Our website is not a part of this prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus and in any
accompanying prospectus supplement. We have not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. You
should assume that the information appearing in this prospectus, any prospectus supplement and any other
document incorporated by reference is accurate only as of the date on the front cover of those documents. We do
not imply that there has been no change in the information contained in this prospectus or in our affairs since that
date by delivering this prospectus.
Each broker-dealer that receives exchange notes for its own account pursuant to any of the exchange offers
must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter
of transmittal relating to the exchange offers state that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of
1933, or the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes
where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other
trading activities. We have agreed that, for a period of up to 270 days after the consummation of the exchange
offers, we will make this prospectus available to any broker-dealer, at such broker-dealer's request, for use in
connection with any such resale. See "Plan of Distribution."
INDUSTRY AND MARKET DATA
We obtained the market and competitive position data, if any, included or incorporated by reference herein
from our and our subsidiaries' own research, surveys or studies conducted by third parties and industry or general
publications. Industry publications and surveys generally state that they have obtained information from sources
believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe
that each of these studies and publications is reliable, we have not independently verified such data, and neither we
nor the initial purchaser make any representation as to the accuracy of such information. Similarly, we believe our
and our subsidiaries' internal research is reliable, but it has not been verified by any independent sources.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Forward-looking statements are those that do not relate solely to historical fact. They include, but are not
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limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or
events. Forward-looking statements can generally be identified by phrases such as "believes," "expects,"
"potential," "continues," "may," "should," "seeks," "predicts," "anticipates," "intends," "projects," "estimates,"
"plans," "could," "designed," "should be" and other similar expressions that denote expectations of future or
conditional events rather than statements of fact. Forward-looking statements
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also may relate to strategies, plans and objectives for, and potential results of, future operations, financial results,
financial condition, business prospects, growth strategy and liquidity, and are based upon management's current
plans and beliefs or current estimates of future results or trends.
These forward-looking statements reflect our current views with respect to future events and are based on
assumptions and subject to risks and uncertainties that may cause actual results to differ materially from trends,
plans or expectations set forth in the forward-looking statements. These risks and uncertainties may include the
risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2016, and
our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and
September 30, 2017, as well as those risk factors included under "Risk Factors" in this prospectus. Among these
risks and uncertainties are: risks related to economic downturns, substantial competition and rising operating costs;
risks related to our investment activities, including the nature of the investments made by the Investment Funds we
manage, losses in the Investment Funds and loss of key employees; risks related to our automotive activities,
including exposure to adverse conditions in the automotive industry, and risks related to operations in foreign
countries; risks related to our energy business, including the volatility and availability of crude oil, other feed stocks
and refined products, unfavorable refining margin (crack spread), interrupted access to pipelines, significant
fluctuations in nitrogen fertilizer demand in the agricultural industry and seasonality of results; risks related to our
gaming operations, including reductions in discretionary spending due to a downturn in the local, regional or
national economy, intense competition in the gaming industry from present and emerging internet online markets
and extensive regulation; risks related to our railcar activities, including reliance upon a small number of customers
that represent a large percentage of revenues and backlog, the health of and prospects for the overall railcar industry
and the cyclical nature of the railcar manufacturing business; risks related to our mining operations, including the
volatility of the global price of iron ore and global demand levels for iron ore; risks related to our food packaging
activities, including competition from better capitalized competitors, inability of our suppliers to timely deliver raw
materials and the failure to effectively respond to industry changes in casings technology; risks related to our scrap
metals activities, including potential environmental exposure; risks related to our real estate activities, including the
extent of any tenant bankruptcies and insolvencies; risks related to our home fashion operations, including changes
in the availability and price of raw materials, and changes in transportation costs and delivery times; and other risks
and uncertainties detailed from time to time in our filings with the SEC.
Given these risks and uncertainties, we urge you to read this prospectus completely and with the understanding
that actual future results may be materially different from what we plan or expect. All of the forward-looking
statements made in this prospectus are qualified by these cautionary statements and we cannot assure you that the
actual results or developments anticipated by us will be realized or, even if substantially realized, that they will
have the expected consequences to or effects on our business or operations. In addition, these forward-looking
statements present our estimates and assumptions only as of the date of this prospectus. We do not intend to update
you concerning any future revisions to any forward-looking statements to reflect events or circumstances occurring
after the date of this prospectus. However, you should carefully review the risk factors set forth in other reports or
documents we file from time to time with the SEC.
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SUMMARY
This summary highlights certain information concerning our business and this offering. This summary may
not contain all of the information that you should consider before participating in the exchange offers and investing
in the exchange notes. The following summary is qualified in its entirety by the more detailed information and
financial statements and notes thereto appearing elsewhere or incorporated by reference in this prospectus. You
should carefully read this entire prospectus and should consider, among other things, the matters set forth in "Risk
Factors" in this prospectus and the risk factors set forth in our Annual Report on Form 10-K for the year ended
December 31, 2016, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30,
2017 and September 30, 2017, each of which is incorporated by reference herein, before deciding to invest in the
exchange notes. Except where the context otherwise requires or indicates, in this prospectus, (i) "Icahn
Enterprises," "the Company," "we," "us" and "our" refer to Icahn Enterprises L.P. and its subsidiaries and, with
respect to acquired businesses, Mr. Icahn and his affiliates prior to our acquisition, (ii) "Holding Company" refers
to the unconsolidated results and financial position of Icahn Enterprises and Icahn Enterprises Holdings L.P. ("Icahn
Enterprises Holdings") and (iii) "fiscal year" refers to the twelve-month period ended December 31 of the
applicable year.
Overview
Icahn Enterprises owns a 99% limited partner interest in Icahn Enterprises Holdings. Icahn Enterprises G.P.
Inc. ("Icahn Enterprises GP"), which is owned and controlled by Mr. Carl C. Icahn, owns a 1% general partner
interest in each of Icahn Enterprises and Icahn Enterprises Holdings as of September 30, 2017. Icahn Enterprises
Holdings and its subsidiaries own substantially all of the assets and liabilities of Icahn Enterprises and conduct
substantially all of its operations. In addition to the above, Mr. Icahn and his affiliates owned approximately 90.8%
of Icahn Enterprises' outstanding depositary units as of September 30, 2017.
Mr. Icahn's estate has been designed to assure the stability and continuation of Icahn Enterprises with no need
to monetize his interests for estate tax or other purposes. In the event of Mr. Icahn's death, control of Mr. Icahn's
interests in Icahn Enterprises and its general partner will be placed in charitable and other trusts under the control of
senior Icahn Enterprises executives and family members.
The following is a summary of our core holdings:
Investment. Our Investment segment is comprised of various private investment funds ("Investment Funds")
in which we have general partner interests and through which we invest our proprietary capital. We and certain of
Mr. Icahn's wholly owned affiliates are the sole investors in the Investment Funds. As general partner, we provide
investment advisory and certain administrative and back office services to the Investment Funds but do not provide
such services to any other entities, individuals or accounts. Interests in the Investment Funds are not offered to
outside investors.
Since inception in 2004 through September 30, 2017, the Investment Funds' cumulative return was
approximately 130.0%, representing an annualized rate of return of approximately 6.7%. For the nine months
ended September 30, 2017, the Investment Funds' returns were 6.6%.
Automotive. We conduct our Automotive segment through our wholly owned subsidiaries Federal-Mogul
LLC ("Federal-Mogul") and Icahn Automotive Group LLC ("Icahn Automotive"), which is the parent company of
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IEH Auto Parts Holding LLC ("IEH Auto") and The Pep Boys?--?Manny, Moe & Jack ("Pep Boys"). During
January 2017, we increased our ownership in Federal-Mogul from 82.0% to 100% through a tender offer for the
remaining shares of Federal-Mogul common stock not already owned by us and a subsequent short-form merger for
an aggregate purchase price of? $305 million.
Federal-Mogul is engaged in the manufacture and distribution of automotive parts. Federal-Mogul operates
with two end customer focused businesses. The Powertrain business focuses on products for automotive, heavy
duty, and industrial applications for customers in both the original equipment manufacturers and services markets.
The Motorparts business sells and distributes a broad portfolio of products in the global aftermarket, while also
serving original equipment manufacturers with products including braking, wipers, filters, and a limited range of
chassis.
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Icahn Automotive is engaged in the distribution of automotive parts in the aftermarket as well as providing
automotive services to its customers. During 2017, we increased the number of stores in our service network by
1,085 locations.
Energy. We conduct our Energy segment through our majority ownership in CVR Energy, Inc. ("CVR
Energy"). CVR Energy is a diversified holding company primarily engaged in the petroleum refining and nitrogen
fertilizer manufacturing industries through its holdings in CVR Refining L.P. ("CVR Refining") and CVR Partners
L.P. ("CVR Partners"), respectively. As of September 30, 2017, CVR Energy owned 100% of each of the general
partners of CVR Refining and CVR Partners and approximately 66% and 34% of the common units of CVR
Refining and CVR Partners, respectively. As of September 30, 2017, we owned approximately 82.0% of the total
outstanding common stock of CVR Energy. In addition, as of September 30, 2017, we directly owned
approximately 3.9% of the total outstanding common units of CVR Refining.
CVR Refining is an independent petroleum refiner and marketer of high value transportation fuels. CVR
Refining's mid-continent location provides access to significant quantities of crude oil from the continental United
States and Western Canada. CVR Refining's strategic location of its refineries, combined with supporting logistics
assets, provides significant flexibility to use the most profitable mix of crude oil. CVR Partners produces and
markets nitrogen fertilizers in the form of urea ammonium nitrate and ammonia which are used by farmers to
improve the yield and quality of their crops.
Railcar. We conduct our Railcar segment through our majority ownership in American Railcar Industries,
Inc. ("ARI") and, prior to June 1, 2017, our wholly owned subsidiary American Railcar Leasing, LLC ("ARL"). As
of September 30, 2017, we owned approximately 62.2% of the total outstanding common stock of ARI. As
discussed below, we sold ARL, along with a majority of its railcar lease fleet, on June 1, 2017. As of September 30,
2017, through a wholly owned subsidiary of ours, we continued to own 4,551 remaining railcars previously owned
by ARL. As discussed below, a majority of these remaining railcars were sold in October 2017.
ARI is a North American designer and manufacturer of hopper and tank railcars. ARI provides its railcar
customers with integrated solutions through a comprehensive set of high-quality products and related services
through its manufacturing, leasing and railcar services operations. ARI's manufacturing consists of railcar
manufacturing and railcar and industrial component manufacturing. ARI's railcar leasing business consists of
railcars built by ARI leased to third parties under operating leases. ARI's railcar services consist of railcar repair,
engineering and field services.
On December 19, 2016, Icahn Enterprises entered into a definitive agreement to sell ARL to SMBC Rail
Services, LLC ("SMBC Rail"), a wholly owned subsidiary of Sumitomo Mitsui Banking Corporation, for cash
based on (i) a value of approximately $2.8 billion (subject to certain adjustments) and (ii) a fleet of approximately
29,000 railcars (the "ARL Initial Sale"). The ARL Initial Sale closed on June 1, 2017. After repaying, or assigning
to SMBC Rail, applicable indebtedness of ARL, we received cash consideration of approximately $1.3 billion in
connection with the ARL Initial Sale, resulting in a pretax gain on disposition of assets for our Railcar segment of
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approximately $1.5 billion. For a period of three years after the closing of the ARL Initial Sale, and upon
satisfaction of certain conditions, we have an option to sell, and SMBC Rail has an option to buy, the 4,551
remaining railcars owned by a wholly owned subsidiary of ours. In October 2017, we sold an additional 4,382
railcars to SMBC Rail for $522 million, resulting in a $154 million pretax gain on disposition of assets.
Gaming. We conduct our Gaming segment through our majority ownership in Tropicana Entertainment Inc.
("Tropicana") and our wholly owned subsidiary, Trump Entertainment Resorts Inc. ("TER"), which we acquired
out of bankruptcy in 2016. During August 2017, we increased our ownership in Tropicana from 72.5% to 83.9%
through a tender offer for additional shares of Tropicana common stock not already owned by us for an aggregate
purchase price of? $95 million. In addition, Tropicana repurchased and retired shares of its common stock in
connection with this tender offer for an aggregate purchase price of? $36 million.
Tropicana is an owner and operator of regional casino and entertainment properties located in the United
States and one hotel, timeshare and casino resort located on the island of Aruba. TER owned the Trump Taj Mahal
Casino Resort, which closed and ceased its casino and hotel operations in October 2016,
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and was subsequently sold on March 31, 2017. TER also owns Trump Plaza Hotel and Casino, which ceased
operations in September 2014, prior to our obtaining a controlling interest in TER.
Through a highly analytical approach to operations, Tropicana management has identified programs that are
designed to enhance marketing, improve hotel utilization, optimize product mix and reduce expenses. Tropicana has
also reinvested in its properties by upgrading hotel rooms, refreshing casino floor products tailored for each regional
market and pursuing strong brands for restaurant and retail opportunities. Tropicana intends to pursue acquisition
opportunities where it can expand into attractive regional markets and leverage the Tropicana brand name and
customer base.
Metals. We conduct our Metals segment through our indirect wholly owned subsidiary, PSC Metals, Inc.
("PSC Metals"). PSC Metals is principally engaged in the business of collecting, processing and selling ferrous and
non-ferrous metals, as well as the processing and distribution of steel pipe and plate products. PSC Metals collects
industrial and obsolete scrap metal, processes it into reusable forms and supplies the recycled metals to its
customers. As recycled steel is more environmentally friendly and energy efficient (and therefore cheaper to
produce) than virgin steel, we believe that PSC Metals will benefit from secular growth trends in recycled metals.
Mining. We conduct our Mining segment through our majority ownership in Ferrous Resources Ltd.
("Ferrous Resources"). As of September 30, 2017, we owned approximately 77.2% of the total outstanding
common stock of Ferrous Resources. Ferrous Resources acquired certain rights to iron ore mineral resources in
Brazil and develops mining operations and related infrastructure to produce and sell iron ore products to the global
steel industry.
Food Packaging. We conduct our Food Packaging segment through our majority ownership in Viskase
Companies, Inc. ("Viskase"). As of September 30, 2017, we owned approximately 74.6% of the total outstanding
common stock of Viskase. Viskase is a producer of cellulosic, fibrous and plastic casings used to prepare and
package processed meat products.
Real Estate. Our Real Estate operations consist of rental real estate, property development and associated
club activities. Our rental real estate operations consist primarily of office and industrial properties, including two
large buildings with leases to a single tenant (over $200 billion market capitalization) through 2020??2021. Our
property development operations are run primarily through a real estate investment, management and development
subsidiary that focuses primarily on the construction and sale of single-family and multi-family homes, lots in
subdivisions and planned communities and raw land for residential development. Our property development
locations also operate golf and club operations as well.
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In August 2017, our Real Estate segment sold a development property in Las Vegas, Nevada for $600 million,
resulting in a pretax gain on disposition of assets of? $456 million. The transaction included cash proceeds of?
$225 million and two tranches of seller financing totaling $375 million (including a $345 million first-lien
mortgage and a $30 million second-lien mortgage).
Home Fashion. We conduct our Home Fashion segment through our indirect wholly owned subsidiary,
WestPoint Home LLC ("WPH"). WPH's business consists of manufacturing, sourcing, marketing, distributing and
selling home fashion consumer products.
Risk Factors
Investment in our exchange notes involves substantial risks. See "Risk Factors" starting on page 11, and the
risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2016, and our Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, each of
which is incorporated into this prospectus, and in any subsequent periodic reports, as well as other information
included in this prospectus for a discussion of certain risks relating to an investment in our exchange notes.
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Our Corporate Information
Our principal executive offices are located at 767 Fifth Avenue. Suite 4700, New York, New York 10153 and
our telephone number is (212) 702-4300. Our Internet address is www.ielp.com. We are not including the
information contained on or available through our website as a part of, or incorporating such information by
reference into, this prospectus.
Summary of the Exchange Offers
The Offering of the Exchange Notes
On December 6, 2017, we issued $510 million in aggregate
principal amount of additional 6.250% senior notes due 2022 and
$750 million in aggregate principal amount of new 6.375% senior
notes due 2025 in an offering not registered under the Securities
Act.
At the time that the offerings were consummated, on December 6,
2017, we entered into a registration rights agreement in which we
agreed to offer to exchange the existing notes for exchange notes
that have been registered under the Securities Act. These exchange
offers are intended to satisfy those obligations.
The Exchange Offers
We are offering to exchange the exchange notes that have been
registered under the Securities Act for the existing notes. As of the
date of this prospectus, there is an aggregate $510 million of our
6.250% senior notes due 2022 and $750 million of our 6.375%
senior notes due 2025, each issued on December 6, 2017,
outstanding.
Required Representations
In order to participate in these exchange offers, you will be
required to make certain representations to us in a letter of
transmittal, including that:
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·
any exchange notes will be acquired by you in the
ordinary course of your business;
?
·
you have not engaged in and do not intend to engage in,
and do not have an arrangement or understanding with
any person to participate in, a distribution of the
exchange notes; and
?
·
you are not an "affiliate" of our company or any of our
subsidiaries, as that term is defined in Rule 405 of the
Securities Act.
?
Resale of Exchange Notes
We believe that, subject to limited exceptions, the exchange notes
may be freely traded by you without compliance with the
registration and prospectus delivery provisions of the Securities
Act, provided that:
·
you are acquiring exchange notes in the ordinary course
of your business;
?
·
you are not participating, do not intend to participate and
have no arrangement or understanding with any person
to participate in the distribution of the exchange notes;
and
?
·
you are not an "affiliate" of our company or any of our
subsidiaries, as that term is defined in Rule 405 of the
Securities Act.
?
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If our belief is inaccurate and you transfer any new note issued to
you in the exchange offers without delivering a prospectus meeting
the requirements of the Securities Act or without an exemption
from registration of your exchange notes from such requirements,
you may incur liability under the Securities Act. We do not
assume, or indemnify you against, any such liability. The SEC has
not considered these exchange offers in the context of a no action
letter, and we cannot be sure that the SEC would make the same
determination with respect to these exchange offers as it has in
other circumstances.
Each broker-dealer that is issued exchange notes for its own
account in exchange for existing notes that were acquired by such
broker-dealer as a result of market making or other trading
activities also must acknowledge that it has not entered into any
arrangement or understanding with us or any of our affiliates to
distribute the exchange notes and will deliver a prospectus meeting
the requirements of the Securities Act in connection with any
resale of the exchange notes issued in the exchange offers.
We have agreed in the registration rights agreements that a broker-
dealer may use this prospectus for an offer to resell, resale or other
retransfer of the exchange notes issued to it in the exchange offers.
Expiration Date
The exchange offers will expire at 5:00 p.m., New York City time,
on February 8, 2018, unless extended, in which case the term
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"expiration date" shall mean the latest date and time to which we
extend the exchange offers.
Conditions to the Exchange Offers
The exchange offers are subject to certain customary conditions,
which may be waived by us. The exchange offers are not
conditioned upon any minimum principal amount of existing notes
being tendered.
Procedures for Tendering Existing Notes
If you wish to tender outstanding notes, you must (a)(1) complete,
sign and date the letter of transmittal, or a facsimile of it, according
to its instructions and (2) send the letter of transmittal, together
with your existing notes to be exchanged and other required
documentation, to the Exchange Agent (as defined below) at the
address provided in the letter of transmittal; or (b) tender through
DTC pursuant to DTC's Automated Tender Offer Program, or
ATOP system. The letter of transmittal or a valid agent's message
through ATOP must be received by the Exchange Agent by
5:00 p.m., New York City time, on the expiration date. See "The
Exchange Offers?--?Procedures for Tendering," and "-- Book-
Entry Tender." By executing the letter of transmittal, you are
representing to us that you are acquiring the exchange notes in the
ordinary course of your business, that you are not participating, do
not intend to participate and have no arrangement or understanding
with any person to participate in the distribution of exchange
notes, and that you are not an "affiliate" of ours. See "The
Exchange Offers?--?Procedures for
5
TABLE OF CONTENTS
Tendering," and "-- Book-Entry Tender." Do not send letters of
transmittal and certificates representing outstanding notes to us.
Send these documents only to the Exchange Agent. See "The
Exchange Offers?--?Procedures for Tendering" for more
information.
Special Procedures for Beneficial Owners
If you are the beneficial owner of book-entry interests and your
name does not appear on a security position listing of DTC as the
holder of the book-entry interests or if you are a beneficial owner
whose outstanding notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee, and you
wish to tender your existing notes in the exchange offers, you
should contact the registered holder promptly and instruct the
registered holder to tender on your behalf. If you are a beneficial
owner and wish to tender on your own behalf, you must, before
completing and executing the letter of transmittal and delivering
your existing notes, either make appropriate arrangements to
register ownership of the outstanding notes in your name or obtain
a properly completed bond power from the registered holder. See
"The Exchange Offers?--?Procedure if the Outstanding Notes Are
Not Registered in Your Name," and "-- Beneficial Owner
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