Obligation AEP Transmission Company LLC 3.75% ( US00115AAH23 ) en USD

Société émettrice AEP Transmission Company LLC
Prix sur le marché refresh price now   79.214 %  ▼ 
Pays  Etas-Unis
Code ISIN  US00115AAH23 ( en USD )
Coupon 3.75% par an ( paiement semestriel )
Echéance 30/11/2047



Prospectus brochure de l'obligation AEP Transmission Company LLC US00115AAH23 en USD 3.75%, échéance 30/11/2047


Montant Minimal 2 000 USD
Montant de l'émission 500 000 000 USD
Cusip 00115AAH2
Notation Standard & Poor's ( S&P ) A- ( Qualité moyenne supérieure )
Notation Moody's A2 ( Qualité moyenne supérieure )
Prochain Coupon 01/06/2024 ( Dans 40 jours )
Description détaillée L'Obligation émise par AEP Transmission Company LLC ( Etas-Unis ) , en USD, avec le code ISIN US00115AAH23, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2047

L'Obligation émise par AEP Transmission Company LLC ( Etas-Unis ) , en USD, avec le code ISIN US00115AAH23, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par AEP Transmission Company LLC ( Etas-Unis ) , en USD, avec le code ISIN US00115AAH23, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).







Document
424B3 1 aeptco2018424b304-2018.htm AEPTCO PROSPECTUS SUPPLEMENT
PROSPECTUS
AEP Transmission Company, LLC
Offers to Exchange
$125,030,000 aggregate principal amount of its 3.10% Senior Notes, Series F due 2026 and
$500,000,000 aggregate principal amount of its 3.75% Senior Notes, Series I due 2047,
each of which have been registered under the Securities Act of 1933, as amended,
for any and all of its outstanding
3.10% Senior Notes, Series D due 2026 and
3.75% Senior Notes, Series H due 2047, respectively
We are conducting the Offers to Exchange described above, or Exchange Offers, in order to provide you with an
opportunity to exchange your unregistered outstanding notes referred to above, or Outstanding Notes, for
substantially identical notes of the same series that have been registered under the Securities Act, which we refer to as
Exchange Notes.
The Exchange Offers
·
We will exchange all Outstanding Notes that are validly tendered and not validly withdrawn for an equal principal
amount of Exchange Notes that are registered under the Securities Act.
·
You may withdraw tenders of Outstanding Notes at any time prior to the expiration of the Exchange Offers.
·
The Exchange Offers expire at 5:00 p.m., New York City time, on May 7, 2018, unless extended. We do not currently
intend to extend the Expiration Date.
·
The exchange of Outstanding Notes for Exchange Notes in the Exchange Offers will not be a taxable event to holders
for United States federal income tax purposes.
·
The terms of the Exchange Notes to be issued in the Exchange Offers are substantially identical to the Outstanding
Notes of the respective series, except that the Exchange Notes will be registered under the Securities Act, and do not
have any transfer restrictions, registration rights or additional interest provisions.
Results of the Exchange Offers
·
Except as prohibited by applicable law, the Exchange Notes may be sold in the over-the-counter market, in negotiated
transactions or through a combination of such methods. There is no existing market for the Exchange Notes to be
issued, and we do not plan to list the Exchange Notes on a national securities exchange or market.
·
We will not receive any proceeds from the Exchange Offers.
All untendered Outstanding Notes will remain outstanding and continue to be subject to the restrictions on transfer set forth in
the Outstanding Notes and in the indenture governing the Outstanding Notes. In general, the Outstanding Notes may not be
offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities laws. Other than in connection with the Exchange Offers, we do
not currently anticipate that we will register the Outstanding Notes under the Securities Act.
Each broker-dealer that receives Exchange Notes for its own account in the Exchange Offers must acknowledge that it will
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deliver a prospectus in connection with any resale of those Exchange Notes. The letter of transmittal states that by so
acknowledging and 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 Exchange Notes received in exchange for Outstanding Notes where the broker-dealer acquired such Outstanding
Notes as a result of market-making or other trading activities. We have agreed that, for a period of 180 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."
See "Risk Factors" beginning on page 11 for a discussion of certain risks that you should consider before participating
in the Exchange Offers.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
the Exchange Notes to be distributed 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 April 6, 2018.
In making your investment decision, you should rely only on the information contained in or incorporated by reference
into this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. We are not making an offer of the Exchange Notes
in any jurisdiction where the offer thereof is not permitted. The information contained in this prospectus speaks only
as of the date of this prospectus.
This prospectus incorporates by reference important business and financial information about us from documents filed
with the SEC that have not been included herein or delivered herewith. Information incorporated by reference is
available without charge at the website that the SEC maintains at http://www.sec.gov, as well as from other sources.
See "Available Information and Incorporation by Reference." In addition, you may request a copy of such document,
at no cost, by writing or calling us at the following address or telephone number: Investor Relations, American
Electric Power Service Corporation, 1 Riverside Plaza, Columbus, OH 43215; 614-716-1000. In order to receive timely
delivery of those materials, you must make your requests no later than five business days before expiration of the
applicable exchange offer, or May 7, 2018, the present expiration date of the exchange offers.
References to "AEPTCo," "Company," "we," "us" and "our" in this prospectus are references to AEP Transmission
Company, LLC specifically or, if the context requires, to AEP Transmission Company, LLC and its subsidiaries, collectively.
TABLE OF CONTENTS





Summary

1
Risk Factors

11
Forward-Looking Statements

18
Use of Proceeds

18
Capitalization

19
Selected Financial Data

20
Management's Discussion and Analysis of Financial Condition and Results of Operations

21
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

36
Quantitative and Qualitative Disclosures about Market Risk

37
Business

38
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Management

48
Compensation Discussion and Analysis

50
Transactions with Related Persons

82
The Exchange Offers

84
Description of the Exchange Notes

96
Material United States Federal Income Tax Consequences Of The Exchange Offers

104
Plan of Distribution

104
Legal Matters

104
Experts

105
Available Information

105
Index to 2017 Annual Report

F-1
SUMMARY
This summary highlights certain information concerning the Company and this offering that may be contained elsewhere in
this prospectus. This summary is not complete and does not contain all the information that may be important to you. You
should read this prospectus in its entirety before making an investment decision.
AEP Transmission Company, LLC
Overview and Organizational Structure
AEP Transmission Company, LLC ("AEPTCo" or the "Company"), a Delaware limited liability company organized
in 2006, is the holding company of seven regulated transmission-only electric utilities. AEPTCo is an indirect wholly-owned
subsidiary of American Electric Power Company, Inc. ("AEP").
Our business consists of developing and building new transmission facilities at the request of the regional transmission
organizations in which we operate and in replacing and upgrading facilities, assets and components of the existing AEP
transmission system as needed to maintain reliability standards and provide service to AEP's wholesale and retail customers.
Our principal executive offices are located at 1 Riverside Plaza, Columbus, Ohio 43215 (Telephone number (614) 716-1000).
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1
State Transcos
AEPTCo's seven wholly-owned public utility companies are (collectively referred to herein as the "State Transcos"):
· AEP Appalachian Transmission Company, Inc. ("APTCo"),
· AEP Indiana Michigan Transmission Company, Inc. ("IMTCo"),
· AEP Kentucky Transmission Company, Inc. ("KTCo"),
· AEP Ohio Transmission Company, Inc. ("OHTCo"),
· AEP West Virginia Transmission Company, Inc. ("WVTCo"),
· AEP Oklahoma Transmission Company, Inc. ("OKTCo") and
· AEP Southwestern Transmission Company, Inc. ("SWTCo").
The State Transcos are independent of but overlay AEP's existing electric utility operating companies: Appalachian
Power Company, Indiana Michigan Power Company, Kentucky Power Company, Kingsport Power Company, Ohio Power
Company, Public Service Company of Oklahoma, Southwestern Electric Power Company and Wheeling Power Company
(collectively, the "AEP Operating Companies"). The State Transcos develop, own, operate, and maintain their respective
transmission assets. Assets of the State Transcos interconnect to transmission facilities owned by the AEP Operating
Companies and unaffiliated transmission owners within the footprints of PJM and SPP. PJM and SPP are regional
transmission organizations ("RTOs") mandated by the Federal Energy Regulatory Commission ("FERC") to ensure reliable
supplies of power, adequate transmission infrastructure and competitive wholesale prices of electricity. PJM is a regional
transmission organization serving approximately 65 million people throughout 13 states and the District of Columbia. APTCo,
IMTCo, KTCo, OHTCo and WVTCo are located within PJM. SPP is a regional transmission organization serving over 18
million people in fourteen states. OKTCo and SWTCo are located within SPP.
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Individual State Transcos (a) have obtained the approvals necessary to operate in Indiana, Kentucky, Michigan, Ohio,
Oklahoma and West Virginia, subject to any applicable siting requirements, (b) are authorized to submit projects for
commission approval in Virginia and (c) have been granted consent to enter into a joint license agreement that will support
investment in Tennessee. The application for regulatory approval to operate in Louisiana is under consideration, while the
application for regulatory approval to operate in Arkansas was denied.
Regulation
The State Transcos are regulated for rate-making purposes exclusively by FERC and earn revenues through tariff rates
charged for the use of their electric transmission systems. The State Transcos establish transmission rates each year through
formula rate filings with FERC. The rate filings calculate the revenue requirement needed to cover the costs of operation and
debt service and to earn an allowed return on equity. These rates are then included in the Open Access Transmission Tariffs
("OATT") for SPP and PJM. SPP and PJM collect the revenue requirement from transmission customers under their
respective OATTs. The transmission customers under the OATTs include the AEP Operating Companies, other investor-
owned utilities, electric cooperatives, municipal entities and power marketers.
The public service commissions in the states where our State Transcos' assets are located do not have jurisdiction
over the State Transcos' rates or terms and conditions of service. However, certain transmission facilities are subject to
certification and/or siting and financing requirements specific to each state. While these proceedings require a statement and
justification of need, they also determine line routes and substation locations with the least impact to the environment and
general public. The state public service commission or a designated entity will review the State Transco's application to
certify the project.
2
Operations
As transmission-only companies, our State Transcos function as conduits, allowing for power from generators to be
transmitted to local distribution systems. The transmission of electricity by our State Transcos is a central function to the
provision of electricity to residential, commercial and industrial end-use consumers. American Electric Power Service
Corporation ("AEPSC") has executed a services agreement pursuant to which AEPSC has agreed to provide services to each
of the State Transcos. AEPSC is an AEP service subsidiary that provides management and professional services to AEP and
its subsidiaries. AEPSC provides four categories of service to the State Transcos: project evaluation and permitting services,
project development services, operation and management services and business services, including billing, insurance, human
resources and IT services. All of these services are provided at cost. Additionally, each State Transco has executed a services
agreement with the respective incumbent AEP Operating Company in its state or footprint.
Existing and Forecasted Projects
The State Transcos are geographically diverse and have assets in service or under construction across two RTOs and
in seven states, with additional states pending approval. We anticipate the need for extensive additional investment in
transmission infrastructure within PJM and SPP to maintain the required level of grid reliability, resiliency, security and
efficiency and to address an aging transmission infrastructure. We also foresee the need to construct additional transmission
facilities based on changes in generating resources, such as wind or solar projects, generation additions or retirements, and
additional new customer interconnections. We will continue our investment to enhance physical and cyber security of our
assets, and are also investing in improving the telecommunication network that supports the operation and control of the grid.
Finally, our fundamental obligation to meet state, federal, regulatory and industry standards will continue to drive investment
in this category of projects.
A key part of our business is replacing and upgrading transmission facilities, assets and components of the existing
AEP System as needed to maintain reliability. Over 5,800 miles of AEP's transmission lines were built more than seventy
years ago. Significant quantities of major transmission equipment, such as transformers and circuit breakers, on AEP's grid
are also at or near the end of their useful life. The State Transcos provide the capability to upgrade existing facilities due to
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their condition as a result of their age.
Business Strategy
AEPTCo's business strategy is to own, operate, maintain and invest in transmission infrastructure in order to maintain
and enhance system integrity and grid reliability, grid security, safety, reduce transmission constraints and facilitate
interconnections of new generating resources and new wholesale customers, as well as enhance competitive wholesale
electricity markets. This strategy will be implemented by the State Transcos through the following types of projects:
·
Regional Projects: Projects assigned to the AEP System as a result of the regional planning initiatives conducted
by PJM or SPP. The RTOs identify the need for transmission in support of regional reliability, transmission
service, congestion mitigation, public policy, to support the integration of new generation resources and to support
the retirement of generation resources. Regional Projects must be awarded by PJM or SPP in a process approved
by FERC under Order 1000, and generally contemplates more than one bidder for any particular Regional Project.
·
Local Projects: Improvements to local area reliability by upgrading, rebuilding or replacing existing, aging
infrastructure at the AEP Operating Companies. AEP evaluates several criteria to determine the need for Local
Projects. These criteria include age, recorded performance issues, condition assessment, anticipated maintenance
requirements and criticality to the grid. Projects are assigned to the State Transcos based upon a defined set of
criteria. Local projects also include new interconnections discussed below.
·
New Interconnections: Construction of new facilities to support customer points of delivery.
3
Transmission investment across AEP is primarily driven by the need to replace infrastructure whose performance and
condition significantly increase the risk of failure, our desire to enhance reliability at a local level to improve the customer
experience, compliance with regulatory, industry, and governmental standards, requirements to improve telecommunication
capability to keep up with changing technologies, and the obligation to address grid limitations identified by the RTOs. The
State Transcos are not limited to investing in projects addressing particular transmission drivers. AEP has developed thorough
project selection guidelines that help determine which transmission assets can be built, owned and operated by the State
Transcos. In essence, the need on the transmission grid determines the transmission project and the project selection
guidelines help determine which components of the transmission project will be placed in the State Transcos.
Generally, greenfield transmission, partial or complete refurbishment of extra high voltage transmission, and complete
refurbishment of lower voltage transmission assets qualify for transmission investment in the State Transcos. In the
foreseeable future, AEPTCo expects the majority of its transmission investment to go towards replacing existing assets, local
reliability and upgrading telecommunications and operational enhancements.
Each State Transco is responsible for developing, constructing, owning, operating, and maintaining its respective
transmission facilities.
Company Strengths
We believe we have the following key competitive strengths to enable us to carry out our business strategy:
Transparent Transmission Business with Diversity of Projects
·
High transparency as a transmission-only business under FERC regulation;
·
Geographic diversity across two RTOs and seven states, with an additional state pending approval; and
·
Project pipeline consists of local and regional projects connected to AEP's existing system.
Favorable Regulatory Oversight
·
FERC rate-regulated utility benefiting from high level of certainty from FERC's recovery mechanisms and
revenue collection through PJM and SPP; and
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·
Annual formula rate-making process with true-ups.
Strong Parent Ownership
·
Wholly-owned by AEP;
·
AEPTCo is core to AEP's corporate growth strategy; and
·
AEP has invested $1.6 billion in equity contributions to AEPTCo since 2009.
Conservative Capitalization and Strong Financial Profile
·
AEPTCo has a strong credit profile;
·
Indenture debt covenant limits external debt at State Transcos which limits structural subordination for debt at the
AEPTCo level; and
·
Strong liquidity profile, includes access to either short-term capital through the AEP utility money pool or direct
borrowing from AEP.
4
The Exchange Offers
In November 2016 and September 2017, we issued the Outstanding Notes in transactions not subject to the registration
requirements of the Securities Act of 1933, as amended, or "Securities Act". The term "2026 Exchange Notes" refers to the
3.10% Senior Notes, Series F due 2026 and the term "2047 Exchange Notes" refers to the 3.75% Senior Notes, Series I due
2047, each as registered under the Securities Act, and all of which collectively are referred to as the "Exchange Notes." The
term "Notes" collectively refers to the Outstanding Notes and the Exchange Notes.
General
In connection with the issuance of the Outstanding Notes, we entered into a registration rights
agreement with representatives of the initial purchasers of the Outstanding Notes pursuant to
which we agreed, among other things, to deliver this prospectus to you and to use commercially
reasonable efforts to complete the Exchange Offers within 315 days after the date of original
issuance of the Outstanding Notes. You are entitled to exchange in the Exchange Offers your
Outstanding Notes for the respective series of Exchange Notes that are identical in all material
respects to the Outstanding Notes except:
Y
the Exchange Notes have been registered under the Securities Act and, therefore,
will not be subject to the restrictions on transfer applicable to the Outstanding
Notes (except as described in "The Exchange Offers-Resale of Exchange Notes"

and "Description of the Exchange Notes-Form; Transfers; Exchanges");
Y
the Exchange Notes are not entitled to any registration rights which are applicable
to the Outstanding Notes under the registration rights agreement, including any
rights to additional interest for failure to comply with the registration rights

agreement; and
Y
the Exchange Notes will bear different CUSIP numbers.

The Exchange Offers
We are offering to exchange:
Y
$125,030,000 aggregate principal amount of 3.10% Senior Notes, Series F due 2026
that have been registered under the Securities Act for any and all of our existing
3.10% Senior Notes, Series D due 2026 and

Y
$500,000,000 aggregate principal amount of 3.75% Senior Notes, Series I due 2047
that have been registered under the Securities Act for any and all of our existing
3.75% Senior Notes, Series H due 2047.

You may only exchange Outstanding Notes in minimum denominations of $2,000 and integral
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multiples of $1,000 in excess thereof. Any untendered Outstanding Notes must also be in a
minimum denomination of $2,000.

Resale
Based on an interpretation by the staff of the Securities and Exchange Commission, or SEC, set
forth in no-action letters issued to third parties, we believe that the Exchange Notes issued
pursuant to the Exchange Offers in exchange for the Outstanding Notes may be offered for
resale, resold and otherwise transferred by you (unless you are our "affiliate" within the
meaning of Rule 405 under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that:
Y
you are acquiring the Exchange Notes in the ordinary course of your business; and

Y
you have not engaged in, do not intend to engage in, and have no arrangement or
understanding with any person to participate in, a distribution of the Exchange
Notes.

5
Any holder of Outstanding Notes who:

Y
is our affiliate;

Y
does not acquire Exchange Notes in the ordinary course of its business; or

Y
tenders its Outstanding Notes in the Exchange Offers with the intention to
participate, or for the purpose of participating, in a distribution of Exchange Notes

cannot rely on the position of the staff of the SEC enunciated in the staff's no-action letters to
Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in Shearman & Sterling (available July 2,
1993), or similar no-action letters and, in the absence of an exemption therefrom, must comply
with the registration and prospectus delivery requirements of the Securities Act in connection
with any resale of the Exchange Notes.
If you are a broker-dealer and receive Exchange Notes for your own account in exchange for
Outstanding Notes that you acquired as a result of market-making activities or other trading
activities, you must acknowledge that you will deliver this prospectus in connection with any
resale of the Exchange Notes and that you are not our affiliate and did not purchase your
Outstanding Notes from us or any of our affiliates. See "Plan of Distribution."
Our belief that the Exchange Notes may be offered for resale without compliance with the
registration or prospectus delivery provisions of the Securities Act is based on interpretations of
the SEC for other exchange offers that the SEC expressed in some of its no-action letters to
other issuers in exchange offers like ours. We have not sought a no-action letter in connection
with the Exchange Offers, and we cannot guarantee that the SEC would make a similar decision
about our Exchange Offers. If our belief is wrong, or if you cannot truthfully make the
representations mentioned above, and you transfer any Exchange Note issued to you in the
Exchange Offers without meeting the registration and prospectus delivery requirements of the
Securities Act, or without an exemption from such requirements, you could incur liability under
the Securities Act. We are not indemnifying you for any such liability.

Expiration Date
The Exchange Offers will expire at 5:00 p.m., New York City time, on May 7, 2018, unless
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extended by us. We do not currently intend to extend the Expiration Date.
Withdrawal
You may withdraw the tender of your Outstanding Notes at any time prior to the expiration of the
Exchange Offers. We will return to you any of your Outstanding Notes that are not accepted for
any reason for exchange, without expense to you, promptly after the expiration or termination of
the Exchange Offers.
Conditions to the
Each Exchange Offer is subject to customary conditions. We reserve the right to waive any
Exchange Offers
defects, irregularities or conditions to exchange as to particular Outstanding Notes. See "The
Exchange Offers-Conditions to the Exchange Offers."
Procedures for Tendering If you wish to participate in any of the Exchange Offers, you must either:
Outstanding Notes
Y
complete, sign and date the applicable accompanying letter of transmittal, or a
facsimile of the letter of transmittal, in accordance with the instructions contained in
this prospectus and the letter of transmittal, and mail or deliver such letter of
transmittal or facsimile thereof, together with the Outstanding Notes to be
exchanged for Exchange Notes, and any other required documents, to the Exchange
Agent at the address set forth on the cover page of the letter of transmittal; or
6
Y
if you hold Outstanding Notes through The Depository Trust Company, or "DTC",
comply with DTC's Automated Tender Offer Program procedures described in this
prospectus, by which you will agree to be bound by the letter of transmittal.

By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that,
among other things:

Y
any Exchange Notes received by you will be acquired in the ordinary course of
your business;

Y
you have no arrangements or understanding with any person to participate in the
distribution of the Exchange Notes within the meaning of the Securities Act;

Y
you are not engaged in, and do not intend to engage in, the distribution of the
Exchange Notes;

Y
you are not an "affiliate," as defined in Rule 405 of the Securities Act, of the
Company or, if you are an affiliate, you will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable; and

Y
if you are a broker-dealer, you will receive Exchange Notes for your own account
in exchange for Outstanding Notes that were acquired as a result of market-making
activities or other trading activities, and you will deliver a prospectus in connection
with any resale of such Exchange Notes.

Special Procedures for
If you are a beneficial owner of Outstanding Notes that are registered in the name of a broker,
Beneficial Owners
dealer, commercial bank, trust company or other nominee, and you wish to tender those
Outstanding Notes in any of the Exchange Offers, you should contact the registered holder
promptly and instruct the registered holder to tender those Outstanding Notes on your behalf. If
you wish to tender on your own behalf, you must, prior to completing and executing the letter of
transmittal and delivering your Outstanding 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. The transfer of registered ownership may take considerable
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time and may not be able to be completed prior to the Expiration Date.
Guaranteed Delivery
If you wish to tender your Outstanding Notes and your Outstanding Notes are not immediately
Procedures
available, or you cannot deliver your Outstanding Notes, the letter of transmittal or any other
required documents, or you cannot comply with the procedures under DTC's Automated Tender
Offer Program for transfer of book-entry interests prior to the Expiration Date, you must tender
your Outstanding Notes according to the guaranteed delivery procedures set forth in this
prospectus under "The Exchange Offers-Guaranteed Delivery Procedures."
Effect on Holders of
As a result of the making of, and upon acceptance for exchange of all validly tendered
Outstanding Notes
Outstanding Notes pursuant to the terms of, the Exchange Offers, we will have fulfilled a
covenant under the registration rights agreement. Accordingly, we will not be required to pay
additional interest on the Outstanding Notes under the circumstances described in the registration
rights agreement. If you do not tender your Outstanding Notes in any of the Exchange Offers,
you will continue to be entitled to all the rights and subject to all the limitations applicable to the
Outstanding Notes as set forth in the Indenture (as defined below), except we will not have any
further obligation to you to provide for the exchange and registration of untendered Outstanding
Notes under the registration rights agreement. To the extent that Outstanding Notes are tendered
and accepted in the Exchange Offers, the trading market for Outstanding Notes that are not so
tendered and accepted could be adversely affected.
7
Consequences of Failure All untendered Outstanding Notes will remain outstanding and continue to be subject to the
to Exchange
restrictions on transfer set forth in the Outstanding Notes and in the Indenture. In general, the
Outstanding Notes may not be offered or sold unless registered under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to, the Securities Act and
applicable state securities laws. Other than in connection with the Exchange Offers, we do not
currently anticipate that we will register the Outstanding Notes under the Securities Act.
United States Federal
The exchange of Outstanding Notes in the Exchange Offers will not be a taxable event to holders
Income Tax
for United States federal income tax purposes. See "Material United States Federal Income Tax
Consequences
Consequences Of The Exchange Offers."
Use of Proceeds
We will not receive any proceeds from the issuance of the Exchange Notes in the Exchange
Offers. See "Use of Proceeds."
Exchange Agent
The Bank of New York Mellon Trust Company, N.A. is the Exchange Agent for the Exchange
Offers. Any questions and requests for assistance with respect to accepting or withdrawing from
the Exchange Offers, requests for additional copies of this prospectus or of the letter of
transmittal and requests for the notice of guaranteed delivery should be directed to the Exchange
Agent. The address and telephone number of the Exchange Agent are set forth in the section
captioned "The Exchange Offers-Exchange Agent."
8
The Exchange Notes
The summary below describes the principal terms of the Exchange Notes. Certain of the terms and conditions described below
are subject to important limitations and exceptions. The "Description of the Exchange Notes" section of this prospectus
contains more detailed descriptions of the terms and conditions of the Outstanding Notes and Exchange Notes. The Exchange
Notes will have terms identical in all material respects to the respective series of Outstanding Notes, except that the Exchange
Notes will not contain certain terms with respect to transfer restrictions, registration rights and additional interest for failure
to observe certain obligations in the registration rights agreement.
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