•We are offering to exchange $140.0 million aggregate principal amount of our 2022 exchange notes and $260.0 million aggregate principal amount of our 2019 exchange notes for a like aggregate principal amount of our 2022 initial notes and 2019 initial notes, respectively.
• In order to exchange your initial notes, you must properly tender them and we must accept your tender. We will exchange all outstanding initial notes that are validly tendered and not validly withdrawn. Initial notes may be exchanged only for a minimum principal denomination of $2,000 and in integral multiples of $1,000 in excess thereof.
This exchange offer will expire at 5:00 p.m., New York City time on February 26, 2016, (the “expiration date”), unless we decide to extend it.
The exchange notes will be identical in all material respects to the initial notes, except that:
• the exchange notes have been registered under the Securities Act and will be freely tradable by persons who are not affiliates of ours or subject to restrictions due to being broker-dealers;
• the 2022 exchange notes are not entitled to the registration rights applicable to the 2022 initial notes under the applicable registration rights agreement dated May 19, 2015 (the “2022 Registration Rights Agreement”);
• the 2019 exchange notes are not entitled to the registration rights applicable to the 2019 initial notes under the applicable registration rights agreements dated April 14, 2015 and May 19, 2015 (together, the “2019 Registration Rights Agreements” and, together with the 2022 Registration Rights Agreement, the “Registration Rights Agreements”); and
• our obligation to pay additional interest on the initial notes due to the failure to consummate the exchange offer by a prior date does not apply to the exchange notes.
Conditions to the Exchange Offer
We will complete this exchange offer only if:
• there is no change in the laws and regulations which would impair our ability to proceed with this exchange offer for such series of notes;
• there is no change in the current interpretation of the staff of the SEC which permits resales of such series of exchange notes;
• there is no stop order issued by the SEC or any state securities authority suspending the effectiveness of the registration statement, which includes this prospectus or the qualification of the applicable indenture governing the exchange notes under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and there are no proceedings initiated or, to our knowledge, threatened for that purpose;
• there is no action or proceeding instituted or threatened in any court or before any governmental agency or body that would reasonably be expected to prohibit, prevent or otherwise impair our ability to proceed with this exchange offer for such series of notes; and
• we obtain all the governmental approvals that we in our sole discretion deem necessary to complete this exchange offer for such series of notes.
Please refer to the section in this prospectus entitled “The Exchange Offer—Conditions to the Exchange Offer.”
Procedures for Tendering Initial Notes
To participate in this exchange offer, you must complete, sign and date the letter of transmittal or its facsimile and transmit it, together with your initial notes to be exchanged and all other documents required by the letter of transmittal, to Wells Fargo Bank, National Association, as exchange agent (the “exchange agent”), at its address indicated under “The Exchange Offer—Exchange Agent.” In the alternative, you can tender your initial notes by book-entry delivery following the procedures described in this prospectus. For more information on tendering your initial notes, please refer to the section in this prospectus entitled “The Exchange Offer—Procedures for Tendering Initial Notes.”
Special Procedures for Beneficial Owners
If you are a beneficial owner of initial notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your initial notes in the exchange offer, you should contact the registered holder promptly and instruct that person to tender on your behalf.