Obligation Kindred Healthcare Inc 8% ( US494580AE31 ) en USD

Kindred Healthcare Inc

100 % ⇌

Etas-Unis

US494580AE31 ( en USD )

8% par an ( paiement semestriel )

15/01/2020 - Obligation échue

Prospectus brochure de l'obligation Kindred Healthcare Inc US494580AE31 en USD 8%, échue

2 000 USD

750 000 000 USD

494580AE3

L'Obligation émise par Kindred Healthcare Inc ( Etas-Unis ) , en USD, avec le code ISIN US494580AE31, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2020

L'Obligation émise par Kindred Healthcare Inc ( Etas-Unis ) , en USD, avec le code ISIN US494580AE31, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Kindred Healthcare Inc ( Etas-Unis ) , en USD, avec le code ISIN US494580AE31, a été notée NR 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. 333-206995

PROSPECTUS

Kindred Healthcare, Inc.
Offer to Exchange any and all of our outstanding unregistered 8.00% Senior Notes due 2020
for $750,000,000 aggregate principal amount of our new 8.00% Senior Notes due 2020
that have been registered under the Securities Act of 1933, as amended (the "Securities Act")
Offer to Exchange any and all of our outstanding unregistered 8.75% Senior Notes due 2023
for $600,000,000 aggregate principal amount of our new 8.75% Senior Notes due 2023
that have been registered under the Securities Act
Terms of the Exchange Offer

· We are offering to exchange (i) any and all of our outstanding unregistered 8.00% Senior Notes due 2020 that were issued on December 18, 2014
(the "Old 2020 Notes") for an equal amount of new 8.00% Senior Notes due 2020 (the "New 2020 Notes" and, together with the Old 2020 Notes,
the "2020 notes") and (ii) any and all of our outstanding unregistered 8.75% Senior Notes due 2023 that were issued on December 18, 2014 (the

"Old 2023 Notes" and, together with the Old 2020 Notes, the "Old Notes") for an equal amount of new 8.75% Senior Notes due 2023 (the "New
2023 Notes" and, together with the Old 2023 Notes, the "2023 notes"). The 2023 notes and the 2020 notes are collectively referred to herein as the
"notes." The New 2023 Notes and the New 2020 Notes are collectively referred to herein as the "New Notes."

· The exchange offer expires at 5:00 p.m., New York City time, on October 28, 2015 (such date and time, the "Expiration Date," unless we extend or

terminate the exchange offer, in which case the "Expiration Date" will mean the latest date and time to which we extend the exchange offer).

· Tenders of the Old Notes may be withdrawn at any time prior to the Expiration Date.

· The Old Notes may be exchanged only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

· All Old Notes that are validly tendered and not validly withdrawn will be exchanged.

· The exchange of the Old Notes for the New Notes will not be a taxable event for U.S. federal income tax purposes.

· We will not receive any proceeds from the exchange offer.

· The terms of the New Notes to be issued in the exchange offer are substantially the same as the terms of the Old Notes, except that the offer of the

New Notes is registered under the Securities Act, and the New Notes have no transfer restrictions, registration rights or rights to additional interest.

· The New Notes will not be listed on any securities exchange. A public market for the New Notes may not develop, which could make selling the

New Notes difficult.
Each broker-dealer that receives the New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. The letter of transmittal accompanying this prospectus states 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. 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 the New Notes received in exchange for the Old
Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. For a period of 120 days
after the Expiration Date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution."

Investing in the New Notes to be issued in the exchange offer involves certain risks. See "Risk Factors" beginning on
page 11.

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We are not making an offer to exchange the Old Notes in any jurisdiction where the offer is not permitted.
Neither the SEC nor any state securities commission has approved or disapproved of these securities 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 September 29, 2015.
Table of Contents
TABLE OF CONTENTS

Page
WHERE YOU CAN FIND MORE INFORMATION

i
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

i
SUMMARY

1
RATIO OF EARNINGS TO FIXED CHARGES
10
RISK FACTORS
11
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
43
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
46
DESCRIPTION OF THE EXCHANGE OFFER
48
DESCRIPTION OF THE NOTES
58
FORM, BOOK-ENTRY PROCEDURES AND TRANSFER
119
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
122
PLAN OF DISTRIBUTION
125
USE OF PROCEEDS
125
LEGAL MATTERS
125
EXPERTS
125
LETTER OF TRANSMITTAL
A-1

We are responsible for the information contained and incorporated by reference in this prospectus. We have not authorized anyone to give
you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction
where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to
whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information
contained in this document speaks only as of the date of this document unless the information specifically indicates that another date
applies.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-4 to register this exchange offer of the New Notes, which you can access on the
SEC's website at www.sec.gov. This prospectus, which forms part of the registration statement, does not contain all of the information included in
that registration statement. For further information about us and about the New Notes offered in this prospectus, you should refer to the registration
statement and its exhibits. You may read and copy any materials we file with the SEC at the Public Reference Room maintained by the SEC at 100
F Street, N.E., Washington, D.C. 20549. You may obtain further information about the operation of the SEC's Public Reference Room by calling
the SEC at 1-800-SEC-0330. These materials are also available to the public from the SEC's website at www.sec.gov. Please note that the SEC's
website is included in this prospectus as an inactive textual reference only.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We "incorporate by reference" into this prospectus certain information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Certain
information that we subsequently file with the SEC will automatically update and supersede information in this prospectus and in our other filings
with the SEC.
We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of

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1934, as amended (the "Exchange Act"), after the date of the initial registration statement and prior to the termination of the exchange offer, except
that we are not incorporating any information included in a Current Report on Form 8-K that has been or will be furnished (and not filed) with the
SEC, unless such information is expressly incorporated herein by a reference in a furnished Current Report on Form 8-K or other furnished
document:

· our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on March 2, 2015 (the "Kindred 2014 10-

K") (the description of business, financial statements and related audit report and management's discussion and analysis have been
superseded by our Current Report on Form 8-K filed with the SEC on September 17, 2015);

· our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 filed with the SEC on May 8, 2015 and June 30, 2015 filed

with the SEC on August 7, 2015.

· portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 6, 2015 that are incorporated by reference into

Part III of the Kindred 2014 10-K;

· our Current Reports on Form 8-K filed with the SEC on January 2, 2015; January 15, 2015 (SEC Accession No. 0001193125-15-
011974); January 15, 2015 (SEC Accession No. 0001193125-15-011984); January 27, 2015; January 28, 2015; January 29,
2015; February 3, 2015 (excluding Item 7.01 and Exhibit 99.1); February 27, 2015 (Item 8.01 and Exhibit 99.2 only); March 6, 2015

(SEC Accession No. 0001193125-15-081193); March 6, 2015 (SEC Accession No. 0001193125-15-081194); March 10,
2015; March 27, 2015; April 1, 2015; April 14, 2015; May 4, 2015; May 7, 2015 (Item 8.01 and Exhibit 99.2 only); May 28, 2015; and
August 6, 2015 (Item 8.01 and Exhibit 99.2 only);

· our Current Report on Form 8-K filed with the SEC on September 17, 2015 (including a recast presentation of certain sections of the

Kindred 2014 10-K) (the "Recast 8-K");

· our Current Report on Form 8-K filed with the SEC on September 17, 2015 (including audited financial statements of Centerre
Healthcare Corporation and Gentiva Health Services, Inc. for the year ended December 31, 2014 and unaudited pro forma condensed

combined financial data of Kindred Healthcare, Inc. as of and for the six months ended June 30, 2015 and for the year ended
December 31, 2014);
Copies of these filings may be obtained at no cost by writing or calling us at the following address and telephone number:
Corporate Secretary
Kindred Healthcare, Inc.
680 South Fourth Street
Louisville, Kentucky 40202
Telephone: (502) 596-7300
To obtain timely delivery of any copies of filings requested, please write or call us no later than five business days before the Expiration
Date of the exchange offer. This means that you must request this information no later than October 21, 2015.
Kindred's filings above are also available to the public on our website http://www.kindredhealthcare.com. (We have included our website address
as an inactive textual reference and do not intend it to be an active link to our website. Information on our website is not part of this prospectus.)

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SUMMARY
The following information supplements, and should be read together with, the information contained or incorporated by reference in other
parts of this prospectus. This summary highlights selected information from this prospectus. As a result, it does not contain all the information
that may be important to you and is qualified in its entirety by more detailed information appearing elsewhere in, or incorporated by
reference into, this prospectus. You should carefully read this entire prospectus, including the documents incorporated by reference herein,
which are described under "Where You Can Find More Information" and "Incorporation of Certain Information by Reference" before
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making an investment decision. You should pay special attention to the "Risk Factors" section of this prospectus and the "Risk Factors"
section of the Kindred 2014 10-K before making an investment decision.
In this prospectus, unless otherwise specified or the context requires otherwise:

· "Kindred," "we," "us," "our" and the "Company" are references to Kindred Healthcare, Inc. and its consolidated subsidiaries,

including Gentiva and Centerre;

· "Gentiva" refers to Gentiva Health Services, Inc. and its consolidated subsidiaries; and

· "Centerre" refers to Centerre Healthcare Corporation and its consolidated subsidiaries.
With respect to the discussion of the terms of the notes on the cover page, in the section entitled "Summary--Summary of the Exchange
Offer," in the section entitled "Summary--Summary of the New Notes" and in the section entitled "Description of the Notes," references to
"we," "us" or "our" include only Kindred Healthcare, Inc. and not any other consolidated subsidiaries of Kindred Healthcare, Inc.
Company Overview
General
Kindred is one of the largest diversified post-acute healthcare providers in the United States. At June 30, 2015, Kindred, through its
subsidiaries, provided healthcare services in 2,730 locations across 47 states.
We have organized our business into four operating divisions:

· Hospital Division--Our hospital division provides long-term acute care ("LTAC") services to medically complex patients through
the operation of a national network of 96 transitional care ("TC") hospitals with 7,124 licensed beds in 22 states as of June 30,

2015. We operate the largest network of TC hospitals in the United States based upon revenues. Our TC hospitals are certified as
LTAC hospitals under the Medicare program.

· Kindred at Home Division--Our Kindred at Home division (formerly known as the care management division) primarily provides
home health, hospice and private duty services to patients in a variety of settings, including homes, nursing centers and other
residential settings. As of June 30, 2015, we operated 656 Kindred at Home hospice, home health and non-medical home care

locations in 41 states and are one of the largest home health and hospice companies in the United States based on revenues. While
minor in scope at this time, our Kindred at Home Division is also developing (1) physician coverage across sites of service, (2) care
managers to improve care transitions, (3) information sharing and technology connectivity, (4) patient placement tools, and
(5) condition-specific clinical programs and outcome measures.

· Kindred Rehabilitation Services--Kindred Rehabilitation Services division (formerly known as the rehabilitation division)

provides rehabilitation services primarily in hospitals and long-term care

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settings and operates 16 inpatient rehabilitation hospitals ("IRFs") with 829 licensed beds in eight states. Within Kindred
Rehabilitation Services, we are organized into two reportable operating segments: RehabCare (formerly known as skilled nursing
rehabilitation services) and Kindred Hospital Rehabilitation Services (formerly known as hospital rehabilitation services).
RehabCare provides contract therapy services primarily to freestanding nursing centers, school districts and hospice providers. As
of June 30, 2015, RehabCare provided rehabilitative services in 1,789 sites of service in 44 states. Kindred Hospital Rehabilitation

Services includes the provision of program management and therapy services on an inpatient basis in hospital-based inpatient
rehabilitation units, LTAC hospitals, sub-acute (or skilled nursing) units, as well as on an outpatient basis to hospital-based and
other satellite programs, and the operation of 16 IRFs. As of June 30, 2015, Kindred Hospital Rehabilitation Services operated or
managed 99 hospital-based inpatient rehabilitation units, provided rehabilitation services in 120 LTAC hospitals, eight sub-acute
(or skilled nursing) units and 139 outpatient clinics and operated 16 IRFs.

· Nursing Center Division--Our nursing center division provides quality, cost-effective care through the operation of a national
network of 90 nursing centers (11,535 licensed beds) and seven assisted living facilities (375 beds) located in 18 states as of
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June 30, 2015. Through our nursing centers, we provide short stay patients and long stay residents with a full range of medical,
nursing, rehabilitative, pharmacy and routine services, including daily dietary, social and recreational services.
We believe that the independent focus of each of our divisions on the unique aspects of its business enhances its ability to improve the quality
of its operations and achieve operating efficiencies.
All financial and statistical information presented or incorporated by reference in this prospectus reflects the continuing operations of our
businesses for all periods presented unless otherwise indicated.
Recent Acquisitions
On October 9, 2014, we entered into an Agreement and Plan of Merger with Gentiva Health Services, Inc. ("Gentiva"), providing for our
acquisition of Gentiva (the "Gentiva Merger"). On February 2, 2015, we consummated the Gentiva Merger, with Gentiva continuing as the
surviving company and our wholly owned subsidiary. The Gentiva Merger was funded in part by the offering of $1.35 billion aggregate
principal amount of the Old Notes in a private placement. The Old Notes were issued initially by Kindred Escrow Corp. II, a wholly owned
subsidiary of Kindred (the "Escrow Issuer"), and the gross proceeds from the offering were deposited into escrow pending the completion of
the Gentiva Merger. Upon the consummation of the Gentiva Merger, the Escrow Issuer was merged with and into Kindred, and as a result we
assumed the Escrow Issuer's obligations under the Old Notes and the Old Notes were guaranteed on a senior unsecured basis by each of our
domestic 100% owned restricted subsidiaries that guarantee the Credit Facilities (as defined below).
On November 11, 2014, we entered into an agreement to acquire Centerre Healthcare Corporation ("Centerre"), a national company dedicated
to operating IRFs. On January 1, 2015, we completed the acquisition of Centerre (the "Centerre Acquisition") for a purchase price of
approximately $195 million in cash.
Corporate and Other Information
Our business is conducted through Kindred Healthcare, Inc., a Delaware corporation and the issuer of the New Notes offered hereby, and its
consolidated subsidiaries. Our principal executive offices are located at 680 South Fourth Street, Louisville, Kentucky 40202 and our
telephone number is (502) 596-7300. Our corporate website address is www.kindredhealthcare.com. We do not incorporate the information
contained on, or accessible through, our corporate website into this prospectus, and you should not consider it part of this prospectus.

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Summary of the Exchange Offer

Background
On December 18, 2014, the Escrow Issuer issued $750 million aggregate principal
amount of the Old 2020 Notes and $600 million aggregate principal amount of the Old
2023 Notes in an unregistered offering. In connection with that offering, the Escrow
Issuer entered into registration rights agreements with respect to each series of the Old
Notes on December 18, 2014 (the "Registration Rights Agreements"), in which it
agreed, among other things, to complete this exchange offer. Concurrently with the
Gentiva Merger on February 2, 2015, we assumed the obligations of the Escrow Issuer
under the Old Notes and the related indentures. In connection with that assumption, we
entered into joinder agreements to the Registration Rights Agreements.

Under the terms of the exchange offer, you are entitled to exchange the Old Notes for
the New Notes evidencing the same indebtedness and with substantially similar terms.

You should read the discussion under the heading "Description of the Notes" for further
information regarding the New Notes.

The Exchange Offer
We are offering to exchange, for each $1,000 aggregate principal amount of our Old
Notes validly tendered and accepted, $1,000 aggregate principal amount of our New
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Notes in authorized denominations.

We will not pay any accrued and unpaid interest on the Old Notes that we acquire in the
exchange offer. Instead, interest on the New Notes will accrue (a) from the later of
(i) the last interest payment date on which interest was paid on the Old Note surrendered
in exchange for the New Note or (ii) if the Old Note is surrendered for exchange on a

date in a period that includes the record date for an interest payment date to occur on or
after the date of such exchange and as to which interest will be paid, the date of such
interest payment date, or (b) if no interest has been paid, from and including December
18, 2014, the original issue date of the Old Notes.

As of the date of this prospectus, $750 million aggregate principal amount of the Old

2020 Notes are outstanding and $600 million aggregate principal amount of the Old
2023 Notes are outstanding.

Denominations of New Notes
Tendering holders of the Old Notes must tender the Old Notes in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The New
Notes will be issued in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on October 28, 2015,
unless we extend or terminate the exchange offer, in which case the "Expiration Date"
will mean the latest date and time to which we extend the exchange offer.

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Settlement Date
The settlement date of the exchange offer will be as soon as practicable after the
Expiration Date of the exchange offer.

Withdrawal of Tenders
Tenders of the Old Notes may be withdrawn at any time prior to the Expiration Date.

Conditions to the Exchange Offer
Our obligation to consummate the exchange offer is subject to certain customary
conditions, which we may assert or waive. See "Description of the Exchange Offer--
Conditions to the Exchange Offer."

Procedures for Tendering
To participate in the exchange offer, you must follow the automatic tender offer
program ("ATOP") procedures established by The Depository Trust Company ("DTC")
for tendering the Old 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 Old Notes; and

· you agree to be bound by the terms of the letter of transmittal.

For more details, please read "Description of the Exchange Offer--Terms of the
Exchange Offer" and "Description of the Exchange Offer--Procedures for Tendering."
If you elect to have the Old Notes exchanged pursuant to this exchange offer, you must

properly tender your Old Notes prior to the Expiration Date. All Old Notes validly
tendered and not validly withdrawn will be accepted for exchange. The Old Notes may
be exchanged only in minimum denominations of $2,000 and integral multiples of
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$1,000 in excess thereof.

Consequences of Failure to Exchange
If we complete the exchange offer and you do not participate in it, then:

· your Old Notes will continue to be subject to the existing restrictions upon their

transfer;

· we will have no further obligation to provide for the registration under the

Securities Act of those Old Notes except under certain limited circumstances; and

· the liquidity of the market for your Old Notes could be adversely affected.

Certain Income Tax Considerations
The exchange pursuant to the exchange offer will not be a taxable event for U.S. federal
income tax purposes. See "Certain U.S. Federal Income Tax Considerations" in this
prospectus.

Use of Proceeds
We will not receive any proceeds from the issuance of the New Notes in this exchange
offer.

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Exchange Agent
Wells Fargo Bank, National Association is the exchange agent for the exchange offer.

Regulatory Approvals
Other than the federal securities laws, there are no federal or state regulatory
requirements that we must comply with and there are no approvals that we must obtain
in connection with the exchange offer.

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Summary of the New Notes

Issuer
Kindred Healthcare, Inc., a Delaware corporation.

Securities Offered
$750 million aggregate principal amount of 8.00% Senior Notes due 2020.

$600 million aggregate principal amount of 8.75% Senior Notes due 2023.

Maturity Date
January 15, 2020 with respect to the New 2020 Notes.

January 15, 2023 with respect to the New 2023 Notes.

Interest Rate
8.00% per annum in the case of the New 2020 Notes and 8.75% per annum in the case
of the New 2023 Notes, payable semi-annually in arrears on January 15 and July 15 of
each year, commencing on January 15, 2016. Interest on the New Notes will accrue
(a) from the later of (i) the last interest payment date on which interest was paid on the
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Old Note surrendered in exchange for the New Note or (ii) if the Old Note is
surrendered for exchange on a date in a period that includes the record date for an
interest payment date to occur on or after the date of such exchange and as to which
interest will be paid, the date of such interest payment date, or (b) if no interest has been
paid, from and including December 18, 2014, the original issue date of the Old Notes.

Optional Redemption
The New 2023 Notes will be redeemable at our option, in whole or in part, at any time
on or after January 15, 2018, at the redemption prices set forth in this prospectus,
together with accrued and unpaid interest, if any, to the date of redemption.

At any time prior to January 15, 2018, we may redeem up to 35% of the aggregate
original principal amount of the New Notes with the proceeds of one or more equity

offerings of our common shares at a redemption price of 108.000% for the New 2020
Notes and 108.750% for the New 2023 Notes, of the principal amount of such series of
New Notes, together with accrued and unpaid interest, if any, to the date of redemption.

At any time for the New 2020 Notes and at any time prior to January 15, 2018 for the
New 2023 Notes, we may also redeem some or all of the New Notes at a redemption

price equal to 100% of the principal amount of the New Notes plus accrued and unpaid
interest, if any, to the date of redemption, plus a "make-whole" premium.

See "Description of the Notes--Optional Redemption."

Change of Control, Asset Sales
The occurrence of certain changes of control will require us to offer to purchase from
you all or a portion of your New Notes at a price equal to 101% of their principal
amount, together with accrued and

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unpaid interest, if any, to the date of purchase. See "Description of the Notes--

Repurchase at the Option of Holders--Change of Control."

Certain asset dispositions may require us, under certain circumstances, to use the
proceeds from those asset dispositions to make an offer to purchase the New Notes at

100% of their principal amount, together with accrued and unpaid interest, if any, to the
date of purchase. See "Description of the Notes--Repurchase at the Option of Holders
--Sales of Assets and Subsidiary Stock."

Guarantees
The New Notes will be fully and unconditionally guaranteed on a senior unsecured basis
by all of our domestic 100% owned restricted subsidiaries that guarantee the Term Loan
Credit Agreement dated as of June 1, 2011, as amended and restated from time to time
(the "Term Loan Facility") and the ABL Credit Agreement dated as of June 1, 2011, as
amended and restated from time to time (the "ABL Facility" and, together with the
Term Loan Facility, the "Credit Facilities"). Certain non-100% owned restricted
subsidiaries that guarantee the Credit Facilities will not guarantee the New Notes
(together with the unrestricted subsidiaries, the "non-guarantor subsidiaries"). All future
domestic 100% owned restricted subsidiaries that will guarantee our indebtedness under
the Credit Facilities will also fully and unconditionally guarantee the New Notes. The
guarantees will be released when the guarantees of our indebtedness under the Credit
Facilities are released and in certain other circumstances as described in "Description of
the Notes--Subsidiary Guarantees."

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The guarantees will be unsecured senior indebtedness of our guarantors and will have

the same ranking with respect to indebtedness of our guarantors as the New Notes will
have with respect to our indebtedness.

Ranking
The New Notes will:

· be our general unsecured senior obligations;

· rank equally in right of payment with all of our existing and future senior debt;

· be effectively junior in right of payment to our secured debt, including the Credit

Facilities, to the extent of the value of the assets securing such debt;

· be structurally subordinated to all of the existing and future liabilities (including

trade payables) of each of our subsidiaries that do not guarantee the New Notes;
and

· be senior in right of payment to all of our existing and future subordinated debt.

As of June 30, 2015, (1) the New Notes and related guarantees ranked effectively junior

to approximately $1.37 billion of senior secured

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indebtedness consisting solely of borrowings under the Credit Facilities, (2) we had
additional borrowing capacity under the ABL Facility of approximately $523 million
(subject to a borrowing base and after giving effect to approximately $63 million of

letters of credit outstanding on June 30, 2015) and (3) the New Notes ranked effectively
junior to approximately $8 million of secured indebtedness of our non-guarantor
subsidiaries, consisting of bank notes and capital leases.

Form and Denomination
The New Notes will be issued in fully-registered form. The New Notes will be
represented by one or more global notes, deposited with the Trustee (as defined below)
as custodian for DTC, and registered in the name of Cede & Co., DTC's nominee.
Beneficial interests in the global notes will be shown on, and any transfers will be
effective only through, records maintained by DTC and its participants.

The New Notes will be issued in minimum denominations of $2,000 and integral

multiples of $1,000 in excess thereof.

Certain Covenants
The indentures governing the New Notes contain certain covenants that, among other
things, limit our and our restricted subsidiaries' ability to:

· incur, assume or guarantee additional indebtedness;

· issue redeemable stock and preferred stock;

· pay dividends, make distributions or redeem or repurchase capital stock;

· prepay, redeem or repurchase debt that is junior in right of payment to the notes;

· make loans and investments;

· grant or incur liens;

· restrict dividends, loans or asset transfers from our subsidiaries;

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· sell or otherwise dispose of assets, including capital stock of subsidiaries;

· enter into transactions with affiliates; and

· consolidate or merge with or into, or sell substantially all of our assets to, another

person.

These covenants will be subject to a number of important exceptions and qualifications.

For more details, see "Description of the Notes."

If the New Notes are rated investment grade at any time by both Standard & Poor's
Ratings Group, Inc. ("S&P") and Moody's Investors Service, Inc. ("Moody's"), certain

of these covenants will be suspended, and the holders of the New Notes will lose the
protection of these covenants.

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Absence of Public Market for the New Notes
The New Notes are a new issue of securities and there is currently no established trading
market for the New Notes. We do not intend to apply for a listing of the New Notes on
any securities exchange or an automated dealer quotation system. Accordingly, there
can be no assurance as to the development or liquidity of any market for the New Notes.
The initial purchasers of the Old Notes have advised us that they currently intend to
make a market in the notes. However, they are not obligated to do so, and any market
making with respect to the notes may be discontinued without notice.

Governing Law
The New Notes are governed by, and construed in accordance with, the internal laws of
the State of New York.

Book-Entry Depository
The Depository Trust Company.

Trustee
Wells Fargo Bank, National Association (the "Trustee").

Risk Factors
In evaluating an investment in the New Notes, prospective investors should carefully
consider, along with the other information included in this prospectus, the specific
factors set forth under the heading "Risk Factors" in this prospectus and otherwise
incorporated by reference herein.

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RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for the six months ended June 30, 2015 and each of the five years in the period ended December 31, 2014 is
set forth below. You should read this table in conjunction with the consolidated financial statements and notes incorporated by reference in this
prospectus. For the purpose of computing these ratios, "earnings" consists of consolidated pretax income from continuing operations before
adjustment for noncontrolling interests in consolidated subsidiaries and income or loss from equity investees, plus fixed charges, distributed
income of equity investees and amortization of capitalized interest, less interest capitalized; "fixed charges" consists of interest expense from
http://www.sec.gov/Archives/edgar/data/787030/000119312515332135/d941734d424b3.htm[9/29/2015 1:27:37 PM]

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