Bond Chesapeake Energy Inc. 8% ( US165167CU93 ) in USD

Chesapeake Energy Inc.

100 % ▲

United States

US165167CU93 ( in USD )

8% per year ( payment 2 times a year)

14/01/2025 - Bond has expired

Prospectus brochure of the bond Chesapeake Energy Corp US165167CU93 in USD 8%, expired

2 000 USD

1 299 243 000 USD

165167CU9

N/A

Chesapeake Energy Corp. is an independent oil and natural gas exploration and production company primarily focused on the development and operation of onshore assets in the United States.

Chesapeake Energy Corp. issued a USD 1,299,243,000 8% bond (CUSIP: 165167CU9, ISIN: US165167CU93) maturing January 14, 2025, trading at 100% with a minimum trading size of 2,000 bonds and semi-annual coupon payments.

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424B3 1 a424b32018-04x11prospectus.htm 424B3
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-223189
PROSPECTUS
Chesapeake Energy Corporation
Offers to Exchange
$1,300,000,000 of 8.00% Senior Notes due 2025
that have been registered under the Securities Act of 1933
for any and all outstanding
$1,300,000,000 of 8.00% Senior Notes due 2025
that have not been registered under the Securities Act of 1933
and
$1,300,000,000 of 8.00% Senior Notes due 2027
that have been registered under the Securities Act of 1933
for any and all outstanding
$1,300,000,000 of 8.00% Senior Notes due 2027
that have not been registered under the Securities Act of 1933

Each series of exchange notes:

You should note that:
· will be freely tradable upon exchange;
· we will exchange all outstanding notes that are validly tendered
· will be issued under the same indenture as the corresponding
and not validly withdrawn for an equal principal amount of the
series of outstanding notes; and
corresponding series of exchange notes that we have registered
· will have terms identical in all material respects to the terms of the
under the Securities Act;
corresponding series of outstanding notes, except that (i) the
· all interest due and payable on the outstanding notes will become
transfer restrictions and registration rights applicable to the
due on the same terms under the exchange notes;
outstanding notes do not apply to the exchange notes and (ii) the
· you may withdraw tenders of outstanding notes at any time prior
exchange notes will not contain provisions relating to additional
to the expiration of the exchange offers for that series;
interest relating to our registration obligations
· if you fail to tender your outstanding notes, you will continue to
hold unregistered, restricted securities, and your ability to
The exchange offers:
transfer them could be adversely affected;
· each series of outstanding notes may be exchanged for the
· expire at 5:00 p.m., New York City time, on May 9, 2018, unless
corresponding series of exchange notes only in minimum
extended; and
denominations of $2,000 and integral multiples of $1,000;
· are not conditioned upon any minimum aggregate principal
· the exchange of outstanding notes for exchange notes in the
amount of outstanding notes being tendered.
exchange offers will not be a taxable event for U.S. federal
income tax purposes; and
· we will not receive any proceeds from these exchange offers.
Please read "Risk Factors" beginning on page 13 for a discussion of factors you should consider before participating in the exchange offers.

Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives exchange notes for its own account pursuant to these exchange offers in exchange for outstanding notes that
were acquired by that broker-dealer as a result of market-making or other trading activities must acknowledge by way of the letter of transmittal
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that it will deliver a prospectus (or, to the extent permitted by law, make available a prospectus) to purchasers in connection with any resale of the
exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by such a broker-dealer in connection
with resales of the notes received in the exchange offers. We have agreed to make this prospectus available to broker-dealers for use in connection
with any such resale for a period ending on May 21, 2018. See "Plan of Distribution."
YOU SHOULD READ THIS ENTIRE DOCUMENT AND THE ACCOMPANYING LETTER OF TRANSMITTAL
AND RELATED DOCUMENTS AND ANY AMENDMENTS OR SUPPLEMENTS CAREFULLY BEFORE MAKING
YOUR DECISION TO PARTICIPATE IN THE EXCHANGE OFFERS.
The date of this prospectus is April 11, 2018.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
1
WHERE YOU CAN FIND MORE INFORMATION
2
FORWARD-LOOKING STATEMENTS
3
SUMMARY
4
CHESAPEAKE ENERGY CORPORATION
4
EXCHANGE OFFERS
5
TERMS OF THE EXCHANGE NOTES
9
RISK FACTORS
13
USE OF PROCEEDS
18
RATIOS OF EARNINGS TO FIXED CHARGES
19
EXCHANGE OFFERS
20
DESCRIPTION OF THE NOTES
27
BOOK-ENTRY, DELIVERY AND FORM
48
CERTAIN U.S. FEDERAL TAX CONSEQUENCES
51
PLAN OF DISTRIBUTION
53
LEGAL MATTERS
55
EXPERTS
55
ANNEX A - LETTER OF TRANSMITTAL
A-1
i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the SEC. We have not authorized anyone to provide you with any information
or made any representation other than those contained in or incorporated by reference into this prospectus and in the letter of transmittal
accompanying this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others
may give you. We are not making any offer to sell or exchange these securities in any jurisdiction where the offer is not permitted. You should
assume that the information contained in this prospectus or in the documents incorporated by reference into this prospectus are accurate only as of
the date on the front cover of this prospectus or the date of such incorporated documents, as the case may be.
This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this
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prospectus. This information is available without charge upon written or oral request directed to: Chesapeake Energy Corporation, 6100 North
Western Avenue, Oklahoma City, Oklahoma, 73118; Attention: Investor Relations; telephone number: (405) 848-8000. To obtain timely delivery,
you must request the information no later than May 2, 2018. The exhibits to the documents incorporated by reference will generally not be made
available unless they are specifically incorporated by reference in the documents.
1
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public
over the internet at the SEC's website at www.sec.gov. You may also read and copy any document that we file with the SEC at the SEC's Public
Reference Room at 100 F Street, NE, Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 for further information on the public
reference room and its copy charges. We maintain a website at www.chk.com, where we post our SEC filings. The information on, or accessible
from, our website is not a part of this prospectus and is not incorporated by reference in this prospectus.
We incorporate by reference information into this prospectus, which means that we disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and
information that we file later with the SEC will automatically update and supersede this information. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Unless this prospectus or the information
incorporated by reference herein indicates that another date applies, you should not assume that the information in this prospectus is current as of
any date other than the date of this prospectus or that any information we have incorporated by reference herein is accurate as of any date other than
the date of the document incorporated by reference.
We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act of 1934, as amended (the "Exchange Act") (excluding information furnished and not filed in accordance with SEC rules), on or
after the date of this prospectus and until the exchange offers described in this prospectus are completed or otherwise terminated. These reports
contain important information about us, our financial condition and our results of operations.
·
our Annual Report on Form 10-K for the fiscal year ended December 31, 2017; and
·
the information included in Chesapeake's Definitive Proxy Statement on Schedule 14A filed on April 6, 2018 to the extent incorporated
by reference in Part III of Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2017.
You may request a copy of our filings, at no cost, by writing or telephoning us at the following address or phone number:
Chesapeake Energy Corporation
Attention: Investor Relations
6100 North Western Avenue
Oklahoma City, Oklahoma 73118
(405) 848-8000
THE INFORMATION CONTAINED IN OUR WEBSITE IS NOT INCORPORATED BY REFERENCE AND DOES NOT CONSTITUTE
A PART OF THE PROSPECTUS.
2
FORWARD-LOOKING STATEMENTS
This prospectus includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 (the "Exchange Act"). Forward-looking statements include our current expectations or forecasts of future events,
including statements regarding planned debt reductions, cash flow, improvements in margin and other statements that are not statements of fact. In
this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often
contain words such as "expect,", "could", "may", "anticipate," "intend," "plan,", "ability," "believe," "seek," "see," "will," "would," "estimate,"
"forecast," "target," "guidance," "opportunity" or "strategy."
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Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, they are inherently subject to
numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company's control. No assurance can be
given that such forward-looking statements will be correct or achieved or that the assumptions are accurate or will not change over time. Particular
uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include:
·
the volatility of oil, natural gas and NGL prices;
·
uncertainties inherent in estimating quantities of oil, natural gas and NGL reserves and projecting future rates of production and the
amount and timing of development expenditures;
·
our ability to replace reserves and sustain production;
·
drilling and operating risks and resulting liabilities;
·
our ability to generate profits or achieve targeted results in drilling and well operations;
·
the limitations our level of indebtedness may have on our financial flexibility;
·
our inability to access the capital markets on favorable terms;
·
the availability of cash flows from operations and other funds to finance reserve replacement costs or satisfy our debt obligations;
·
adverse developments or losses from pending or future litigation and regulatory proceedings, including royalty claims;
·
effects of environmental protection laws and regulation on our business;
·
terrorist activities and/or cyber-attacks adversely impacting our operations; and
·
other factors that are described under Risk Factors in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December
31, 2017.
We caution you not to place undue reliance on the forward-looking statements contained in this prospectus, which speak only as of the filing
date of the document in which they are made, and we undertake no obligation to update this information. We urge you to carefully review and
consider the disclosures in this prospectus and our other filings with the SEC and incorporated by reference herein that attempt to advise interested
parties of the risks and factors that may affect our business. Please see "Where You Can Find More Information."
3
SUMMARY
This summary highlights information included or incorporated by reference in this prospectus. It may not contain all of the
information that is important to you. This prospectus includes information about the exchange offers and the exchange notes
and includes or incorporates by reference information about our business and our financial and operating data. Before
deciding to participate in the exchange offers, you should read this entire prospectus carefully, including the information
incorporated by reference in this prospectus and the "Risk Factors" section beginning on page 13 of this prospectus.
Except as otherwise required or indicated, references to the "Company," "Chesapeake," "we," "our," "us" or like terms
refer to Chesapeake Energy Corporation and its subsidiaries, collectively.
CHESAPEAKE ENERGY CORPORATION
Chesapeake Energy Corporation is an independent oil and natural gas exploration and production company engaged in the
acquisition, exploration and development of properties for the production of oil, natural gas and NGLs from underground
reservoirs. We own a large and geographically diverse resource base of onshore U.S. unconventional natural gas and liquids
assets, including interests in approximately 17,300 oil and natural gas wells. We have leading positions in the liquids-rich
resource plays of the Eagle Ford Shale in South Texas, the Anadarko Basin in northwestern Oklahoma and the stacked pay in
the Powder River Basin in Wyoming. Our natural gas resource plays are the Marcellus Shale in the northern Appalachian Basin
in Pennsylvania, the Haynesville/Bossier Shales in northwestern Louisiana and East Texas and the Utica Shale in Ohio.
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We are an Oklahoma corporation. Our principal offices are located at 6100 North Western Avenue, Oklahoma City,
Oklahoma 73118, and our telephone number is 405-935-8000. Further information is available at www.chk.com. Information
that you may find on our website is not part of this prospectus and is not incorporated by reference into this prospectus.
4
EXCHANGE OFFERS
On December 20, 2016, we issued $1,000,000,000 aggregate principal amount of 8.00% Senior Notes due 2025 (the "initial
2025 notes") in a transaction exempt from or not subject to registration under the Securities Act. In connection therewith,
Chesapeake Energy Corporation and certain subsidiary guarantors named therein entered into a registration rights agreement
(the "initial 2025 registration rights agreement") with Deutsche Bank Securities Inc. pursuant to which we agreed, among other
things, to use our commercially reasonable efforts to complete an exchange offer for the initial 2025 notes on or prior to June
13, 2018.
On October 12, 2017, we issued an additional $300,000,000 of the 8.00% Senior Notes due 2025 (the "additional 2025
notes" and, together with the initial 2025 notes, the "outstanding 2025 notes") in a transaction exempt from or not subject to
registration under the Securities Act. The additional 2025 notes were issued as "additional notes" under the indenture pursuant
to which we had issued the previously issued 2025 notes. The additional 2025 notes had identical terms as the previously issued
2025 notes, other than the issue date. In connection therewith, Chesapeake Energy Corporation and certain subsidiary guarantors
named therein entered into a registration rights agreement (the "second 2025 registration rights agreement" and, together with
the initial 2025 registration rights agreement, the "2025 registration rights agreements") with Morgan Stanley & Co. LLC
pursuant to which we agreed, among other things, to use our commercially reasonable efforts to complete an exchange offer for
the additional 2025 notes on or prior to June 13, 2018. The previously issued 2025 notes do not currently trade fungibly under
the same CUSIP number with the additional 2025 notes. Upon the completion of this exchange offer of the 2025 exchange notes,
we expect that such 2025 exchange notes issued in respect of both the previously issued 2025 notes and the additional 2025
notes will trade fungibly under the same CUSIP number.
On June 6, 2017, we issued $750,000,000 aggregate principal amount of 8.00% Senior Notes due 2027 (the "initial 2027
notes") in a transaction exempt from or not subject to registration under the Securities Act. In connection therewith, Chesapeake
Energy Corporation and certain subsidiary guarantors named therein entered into a registration rights agreement (the "initial
2027 registration rights agreement") with Citigroup Global Markets Inc. pursuant to which we agreed, among other things, to
use our commercially reasonable efforts to complete an exchange offer for the initial 2027 notes on or prior to November 28,
2018.
On October 12, 2017, we issued an additional $550,000,000 of 8.00% Senior Notes due 2027 (the "additional 2027 notes"
and, together with the initial 2027 notes, the "outstanding 2027 notes") in a transaction exempt from or not subject to
registration under the Securities Act. The additional 2027 notes were issued as "additional notes" under the indenture pursuant
to which we had issued the previously issued 2027 notes. The additional 2027 notes had identical terms as the previously issued
2027 notes, other than the issue date. In connection therewith, Chesapeake Energy Corporation and certain subsidiary guarantors
named therein entered into a registration rights agreement (the "second 2027 registration rights agreement" and, together with
the initial 2027 registration rights agreement, the "2027 registration rights agreements") with Morgan Stanley & Co. LLC
pursuant to which we agreed, among other things, to use our commercially reasonable efforts to complete an exchange offer for
the additional 2027 notes on or prior to November 28, 2018. The 2025 registration rights agreements and 2027 registration rights
agreements are collectively referred to as the "registration rights agreements" and the outstanding 2025 notes and the outstanding
2027 notes are collectively referred to as the "outstanding notes."
We refer to the offers to exchange, collectively, as the "exchange offers."
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The following is a summary of the exchange offers.
5

Outstanding Notes
On December 20, 2016, we issued $1,000,000,000 aggregate principal amount of the

initial 2025 notes. On October 12, 2017, we issued $300,000,000 aggregate principal
amount of the additional 2025 notes.
On June 6, 2017, we issued $750,000,000 aggregate principal amount of the initial
2027 notes. On October 12, 2017, we issued $550,000,000 aggregate principal amount
of the additional 2027 notes.

Exchange Notes
The notes to be issued upon exchange of the outstanding 2025 notes (the "2025

exchange notes") will be our 8.00% Senior Notes due 2025, having terms that are
identical in all material respects to the terms of the outstanding 2025 notes, except that
(i) the transfer restrictions and registration rights applicable to the outstanding 2025
notes do not apply to the 2025 exchange notes and (ii) the 2025 exchange notes will
not contain provisions relating to additional interest relating to our registration
obligations.
The notes to be issued upon exchange of the outstanding 2027 notes (the "2027
exchange notes" and, together with the 2025 exchange notes, the "exchange notes")
will be our 8.00% Senior Notes due 2027, having terms that are identical in all
material respects to the terms of the outstanding 2027 notes, except that (i) the transfer
restrictions and registration rights applicable to the outstanding 2027 notes do not
apply to the 2027 exchange notes and (ii) the 2027 exchange notes will not contain
provisions relating to additional interest relating to our registration obligations.

Exchange Offers
We are offering to exchange up to $1,300,000,000 aggregate principal amount of our

8.00% Senior Notes due 2025 for an equal amount of our outstanding 8.00% Senior
Notes due 2025 and up to $1,300,000,000 aggregate principal amount of our 8.00%
Senior Notes due 2027 for an equal amount of our outstanding 8.00% Senior Notes
due 2027 to satisfy our respective obligations under the registration rights agreements.

Expiration Date
The exchange offers will expire at 5:00 p.m., New York City time, on May 9, 2018,

unless we decide to extend them.

Conditions to the Exchange Offers We will not accept outstanding notes for exchange if the exchange offers or the

making of any exchange by a holder of the outstanding notes would violate any
applicable law or SEC policy. A minimum aggregate principal amount of outstanding
notes being tendered is not a condition to either of the exchange offers. Please read
"Exchange Offers--Conditions to the Exchange Offers" for more information about
the conditions to the exchange offers.

6
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Procedures for Tendering
All of the outstanding notes are held in book-entry form through the facilities of The
Outstanding Notes
Depository Trust Company ("DTC"). To participate in the exchange offers, you must

follow the automatic tender offer program ("ATOP") procedures established by DTC
for tendering notes held in book-entry form. The ATOP procedures require that the
exchange agent receive, prior to the expiration date of the exchange offers, a
computer-generated message known as an "agent's message" that is transmitted
through ATOP and that DTC confirm that:
· DTC has received instructions to exchange your notes; and

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

For more details, please read "Exchange Offers--Terms of the Exchange Offers" and
"Exchange Offers--Procedures for Tendering."

Guaranteed Delivery Procedures
None.

Withdrawal of Tenders
You may withdraw your tender of outstanding notes at any time prior to the expiration

date. To withdraw, you must submit a notice of withdrawal to the exchange agent
using ATOP procedures before 5:00 p.m., New York City time, on the expiration date
of the exchange offers. Please read "Exchange Offers--Withdrawal of Tenders."

Acceptance of Outstanding Notes
If you fulfill all conditions required for proper acceptance of outstanding notes, we
and Delivery of Exchange Notes
will accept any and all outstanding notes that you properly tender in the exchange

offers before 5:00 p.m., New York City time, on the expiration date. We will return
any outstanding notes that we do not accept for exchange to you without expense
promptly after the expiration date. We will deliver the exchange notes promptly after
the expiration date. Please read "Exchange Offers--Terms of the Exchange Offers."

Special Procedures for Beneficial
If you own a beneficial interest in outstanding notes that are registered in the name of
Owners
a broker, dealer, commercial bank, trust company or other nominee and you wish to

tender the outstanding notes in the exchange offers, please contact the registered
holder as soon as possible and instruct it to tender on your behalf and to comply with
our instructions described in this prospectus.

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

Offers--Fees and Expenses."

Use of Proceeds
The issuance of the exchange notes will not provide us with any new proceeds. We

are making the exchange offers solely to satisfy our obligations under the registration
rights agreements.

7

Consequences of Failure to
If you do not exchange your outstanding notes in the exchange offers, you will no
Exchange Outstanding Notes
longer be able to require us to register the outstanding notes under the Securities Act,

except in the limited circumstances provided under the applicable registration rights
agreement. In addition, you will not be able to resell, offer to resell or otherwise
transfer the outstanding notes unless we have registered the outstanding notes under
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the Securities Act, or unless you resell, offer to resell or otherwise transfer them under
an exemption from the registration requirements of, or in a transaction not subject to,
the Securities Act. If you fail to exchange your outstanding notes for exchange notes
in the exchange offers, the existing transfer restrictions will remain in effect and the
market value of your outstanding notes likely will be adversely affected because of a
smaller float and reduced liquidity.

Certain U.S. Federal Tax
The exchange of exchange notes for outstanding notes in the exchange offers will not
Consequences
be a taxable event for U.S. federal income tax purposes. Please read "Certain U.S.

Federal Tax Consequences."

Exchange Agent
We have appointed Deutsche Bank Trust Company Americas as the exchange agent

for the exchange offers. You should direct questions and requests for assistance and
requests for additional copies of this prospectus (including the letter of transmittal) to
the exchange agent addressed as follows:
By Mail:
DB Services Americas, Inc.
MS: JCK01-0218
Attention: Reorg. Department
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256
By Overnight Mail or Courier:
DB Services Americas, Inc.
MS: JCK01-0218
Attention: Reorg. Department
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256
[email protected]
Fax: 615-866-3889
Telephone Assistance (877) 843-9767
8
TERMS OF THE EXCHANGE NOTES
Each series of exchange notes will be identical in all material respects to the corresponding series of outstanding notes,
except that (i) the transfer restrictions and registration rights applicable to the outstanding notes do not apply to the exchange
notes and (ii) the exchange notes will not contain provisions relating to additional interest relating to our registration
obligations. Each series of exchange notes will evidence the same debt as the corresponding series of outstanding notes and will
be issued under the same indenture as the corresponding series of outstanding notes. We sometimes refer to both the exchange
notes and the outstanding notes as the "notes."

The following summary contains basic information about the exchange notes and is not intended to be complete. It does not
contain all the information that is important to you. For a more complete understanding of the exchange notes, please read
"Description of the Notes."

Issuer
Chesapeake Energy Corporation, an Oklahoma corporation.

Exchange Notes Offered
$1,300,000,000 aggregate principal amount of 8.00% Senior Notes due 2025 and
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$1,300,000,000 aggregate principal amount of 8.00% Senior Notes due 2027.

Maturity Date
The 2025 exchange notes will mature on January 15, 2025.

The 2027 exchange notes will mature on June 15, 2027.

Interest Rate
The 2025 exchange notes bear interest at 8.00% per annum.

The 2027 exchange notes bear interest at 8.00% per annum.

9

Interest Payment Dates
Interest on the 2025 exchange notes will accrue at an annual rate of 8.00% and will be

payable semiannually in arrears on January 15 and July 15 of each year to the holders
of record of the 2025 exchange notes at the close of business on January 1 and July 1
preceding such interest payment dates, respectively. No interest will be paid on either
the 2025 exchange notes or the outstanding 2025 notes at the time of exchange.
Interest on the 2025 exchange notes will accrue from January 15, 2018 or, if interest
has since been paid on the outstanding 2025 notes, from the date it was most recently
paid. Assuming the 2025 exchange notes are issued prior to July 15, 2018, holders of
outstanding 2025 notes that are accepted for exchange will be deemed to have waived
the right, if any, to receive any payment in respect of interest accrued on the
outstanding 2025 notes from January 15, 2018 until the date of the issuance of the
2025 exchange notes. Holders of the 2025 exchange notes will receive the same
interest payments that they would have received had they not accepted the exchange
offer.
Interest on the 2027 exchange notes will accrue at an annual rate of 8.00% and will be
payable semiannually in arrears on June 15 and December 15 of each year to the
holders of record of the 2027 exchange notes at the close of business on June 1 and
December 1 preceding such interest payment dates, respectively. No interest will be
paid on either the 2027 exchange notes or the outstanding 2027 notes at the time of
exchange. Interest on the 2027 exchange notes will accrue from December 15, 2017
or, if interest has since been paid on the outstanding 2027 notes, from the date it was
most recently paid. Assuming the 2027 exchange notes are issued prior to June 15,
2018, holders of outstanding 2027 notes that are accepted for exchange will be
deemed to have waived the right, if any, to receive any payment in respect of interest
accrued on the outstanding 2027 notes from December 15, 2017 until the date of the
issuance of the 2027 exchange notes. Holders of the 2027 exchange notes will receive
the same interest payments that they would have received had they not accepted the
exchange offer.
Guarantees
The exchange notes will be jointly and severally, fully and unconditionally guaranteed
by the subsidiary guarantors, subject to limitations. As of the date hereof, the
subsidiary guarantors include each of our subsidiaries that guarantee our revolving
credit facility, as amended from time to time (the "credit facility"), secured term loan
(the "term loan") and 8.00% Senior Secured Second Lien Notes due 2022 (the "second
lien notes").
In the future, the guarantees may be released under certain circumstances. Please read
"Description of the Notes--Guarantees."
As of December 31, 2017, the subsidiary guarantors had no significant indebtedness
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other than guarantees of our senior notes, credit facility, term loan and second lien
notes.
As of December 31, 2017, our non-guarantor subsidiaries held less than 1% of our
consolidated total assets and had no third-party indebtedness, and for the year ended
December 31, 2017, had revenues representing less than 1% of our consolidated
revenues.
10

Ranking
The indebtedness evidenced by the exchange notes and the guarantees will be

unsecured and will rank pari passu in right of payment to all senior indebtedness of us
and the subsidiary guarantors thereto, as the case may be. Secured debt and other
secured obligations of us and the subsidiary guarantors (including obligations with
respect to our credit facility, term loan and second lien notes) will be effectively
senior to the exchange notes and the subsidiary guarantors' guarantee thereof to the
extent of the value of the assets securing such debt or other obligations. The exchange
notes will be structurally subordinated to creditors (including trade creditors) and any
preferred security holders of our subsidiaries that are not subsidiary guarantors, and
each guarantee of the exchange notes will be structurally subordinated to creditors
(including trade creditors) and any preferred security holders of any subsidiary of a
subsidiary guarantor that is not itself a subsidiary guarantor.
As of December 31, 2017, we had total consolidated indebtedness of $9.981 billion
aggregate principal amount, $6.551 billion of which was unsecured indebtedness, and
$3.430 billion of which was secured indebtedness (which would have been effectively
senior to the exchange notes to the extent of the value of the collateral securing such
indebtedness). Please read "Risk Factors--Risks Relating to the Notes--Holders of
the notes will be effectively subordinated to all of our and our subsidiaries' secured
indebtedness and obligations, and to the obligations of our nonguarantor subsidiaries."

Optional Redemption
Beginning on January 15, 2020, with respect to the 2025 exchange notes, and

beginning on June 15, 2022, with respect to the 2027 exchange notes, we may redeem
the applicable series of notes, in whole or in part, at our option, at the applicable
redemption prices listed under "Description of Notes--Optional Redemption," plus
accrued and unpaid interest, if any, to the applicable redemption date. Prior to January
15, 2020, with respect to the 2025 exchange notes, and prior to June 15, 2022, with
respect to the 2027 exchange notes, we will be entitled at our option to redeem the
applicable series of notes, in whole or in part, pursuant to a "make-whole" call, plus
accrued and unpaid interest, if any, to the applicable redemption date. See
"Description of Notes--Optional Redemption."

Equity Offering Optional
Any time prior to January 15, 2020, with respect to the 2025 exchange notes, and any
Redemption
time prior to June 15, 2020, with respect to the 2027 exchange notes, we will be

entitled at our option on any one or more occasions to redeem up to 35% of the
aggregate principal amount of the applicable series of the exchange notes issued under
the applicable indenture at a redemption price of 108.00% of the principal amount of
the applicable series of exchange notes, plus accrued and unpaid interest, if any, to the
applicable redemption date (subject to the right of holders on the relevant record date
to receive interest due on the relevant interest payment date), with an amount of cash
not greater than the net proceeds of certain public or private equity offerings by the
Company, provided that at least 65% of the aggregate principal amount of the
https://www.sec.gov/Archives/edgar/data/895126/000089512618000118/a424b32018-04x11prospectus.htm[4/12/2018 9:13:58 AM]

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