Obligation Callon Energy 6.125% ( US13123XAW20 ) en USD

Callon Energy

100 % ⇌

Etas-Unis

US13123XAW20 ( en USD )

6.125% par an ( paiement semestriel )

01/10/2024 - Obligation échue

Prospectus brochure de l'obligation Callon Petroleum Company (CPE) US13123XAW20 en USD 6.125%, échue

2 000 USD

196 000 000 USD

13123XAW2

B+ ( Très spéculatif )

Callon Petroleum Company (CPE) est une société d'exploration et de production pétrolière et gazière indépendante, axée principalement sur le bassin permien au Texas et au Nouveau-Mexique.

L'Obligation émise par Callon Energy ( Etas-Unis ) , en USD, avec le code ISIN US13123XAW20, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/10/2024

L'Obligation émise par Callon Energy ( Etas-Unis ) , en USD, avec le code ISIN US13123XAW20, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Callon Energy ( Etas-Unis ) , en USD, avec le code ISIN US13123XAW20, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-219439

PROSPECTUS
Callon Petroleum Company
Offer to exchange its 6.125% Senior Notes due 2024, which have been registered under the
Securities Act of 1933, for any and all of its outstanding unregistered 6.125% Senior Notes
due 2024
The exchange offer and withdrawal rights will expire at 5:00 p.m., New York City time, on
August 29, 2017, unless extended.
We are offering to exchange up to $200,000,000 in aggregate principal amount of our new 6.125% Senior Notes due 2024, which have been registered under
the Securities Act of 1933, referred to in this prospectus as the "new notes," for any and all of our outstanding unregistered 6.125% senior notes due 2024
referred to in this prospectus as the "old notes." We issued the old notes on May 24, 2017 in a transaction not requiring registration under the Securities Act of
1933, as amended (the "Securities Act"). The old notes were issued as additional notes under the indenture dated October 3, 2016 pursuant to which we
previously issued $400,000,000 aggregate principal amount of 6.125% Senior Notes due 2024, all of which were exchanged in May 2017 for substantially
identical notes registered under the Securities Act (the "existing notes"). The old notes have a different CUSIP number than, and are not fungible with, the
new notes or the existing notes. Upon the consummation of the exchange offer for the new notes, we expect that the new notes will bear the same CUSIP
number as the existing notes and will be fungible with the existing notes. The new notes and the existing notes will be treated as a single series of notes under
the indenture, and will vote as a single class of notes for all matters submitted to a vote of holders under the indenture. We are offering you new notes, with
terms identical in all material respects to those of the old notes, in exchange for old notes in order to satisfy our registration obligations from the offering of
the old notes. The new notes, the old notes and the existing notes are collectively referred to in this prospectus as the "notes."
Material Terms of the Exchange Offer

· The exchange offer expires at 5:00 p.m., New York City time, on August 29, 2017, unless we extend it.

· All outstanding old notes that are validly tendered and not validly withdrawn before the exchange offer expires will be exchanged.

· You may withdraw your tender of old notes any time before the exchange offer expires.

· The terms of the new notes are identical in all material respects to those of the old notes, except that the new notes will not have securities law

transfer restrictions or registration rights and the new notes will not provide for the payment of additional interest under circumstances relating to
the timing of the exchange offer.

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

· The notes will not be listed on any securities exchange or included in any automated quotation system. An active trading market for the exchange

notes may not develop and, if one develops, it may not be liquid.

· The exchange of new notes for old notes will not be a taxable event for U.S. federal income tax purposes.
Each broker-dealer that receives 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 for the exchange offer 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 new notes received in exchange for old notes where such old
notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that for a period of one year
beginning when the new notes are issued to make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of
Distribution."
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See "Risk Factors" starting on page 9 of this prospectus for a discussion of risks associated with investing in the
new notes and with the exchange of old notes for the new notes offered hereby.
Neither the Securities and Exchange Commission 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 August 2, 2017
Table of Contents
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or the SEC. In making your
investment decision, you should rely only on the information contained or incorporated by reference in this prospectus and in the
accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. If you receive any
unauthorized information, you must not rely on it. We are not making an offer to sell these securities or soliciting an offer to buy these
securities in any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitation is not
qualified to do so or to anyone whom it is unlawful to make an offer or solicitation. You should not assume that the information contained
in this prospectus or in the documents incorporated by reference herein, is accurate as of any date other than the date on the front cover of
this prospectus or the date of such incorporated documents, as the case may be.
TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS
ii
PROSPECTUS SUMMARY
1
RISK FACTORS
9
RATIO OF EARNINGS TO FIXED CHARGES
16
THE EXCHANGE OFFER
17
USE OF PROCEEDS
24
DESCRIPTION OF NEW NOTES
25
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
74
PLAN OF DISTRIBUTION
75
WHERE YOU CAN FIND MORE INFORMATION
76
LEGAL MATTERS
77
EXPERTS
77
ANNEX A -- LETTER OF TRANSMITTAL
A-
1
This prospectus incorporates important business and financial information about us that is not included or delivered with this
prospectus. Such information is available without charge to holders of old notes upon written or oral request made to Callon Petroleum
Company, 200 North Canal Street, Natchez, Mississippi 39120, telephone: (601) 442-1601. To obtain timely delivery of any requested
information, holders of old notes must make any request no later than five business days prior to the expiration of the exchange offer.

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FORWARD-LOOKING STATEMENTS
This prospectus includes "forward-looking statements". These statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "anticipate,"
"project," "intend," "estimate," "expect," "believe," "predict," "budget," "projection," "goal," "plan," "forecast," "target" or similar expressions
intended to identify forward-looking statements.
All statements, other than statements of historical facts, included in this prospectus that address activities, events or developments that we expect or
anticipate will or may occur in the future are forward-looking statements, including such things as:

· our oil and gas reserve quantities, and the discounted present value of these reserves;

· the amount and nature of our capital expenditures;
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· our ability to execute our 2017 capital plan and add a fourth rig in 2017;

· our future drilling and development plans and our potential drilling locations;

· the timing and amount of future production and operating costs;

· commodity price risk management activities and the impact on our average realized prices;

· business strategies and plans of management;

· our ability to efficiently integrate recently completed acquisitions; and

· prospect development and property acquisitions.
Some of the risks, which could affect our future results and could cause results to differ materially from those expressed in our forward-looking
statements, include:

· general economic conditions including the availability of credit and access to existing lines of credit;

· the volatility of oil and natural gas prices;

· the uncertainty of estimates of oil and natural gas reserves;

· impairments;

· the impact of competition;

· the availability and cost of seismic, drilling and other equipment;

· operating hazards inherent in the exploration for and production of oil and natural gas;

· difficulties encountered during the exploration for and production of oil and natural gas;

· difficulties encountered in delivering oil and natural gas to commercial markets;

· changes in customer demand and producers' supply;

· the uncertainty of our ability to attract capital and obtain financing on favorable terms;

· compliance with, or the effect of changes in, the extensive governmental regulations regarding the oil and natural gas business including

those related to climate change and greenhouse gases;

· the impact of government regulation, including regulation of endangered species;

· any increase in severance or similar taxes;

· litigation relating to hydraulic fracturing, the climate and over-the-counter derivatives;

· the financial impact of accounting regulations and critical accounting policies;

· the comparative cost of alternative fuels;

· credit risk relating to the risk of loss as a result of non-performance by our counterparties;

· weather conditions; and

· any other factors included as "Risk Factors" in this prospectus or listed in the reports we have filed and may file with the SEC.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly
qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus. The information contained in this
prospectus, including the information set forth under the heading "Risk Factors," identifies additional factors that could affect our operating results
and performance. We urge you to carefully consider these factors and the other cautionary statements in this prospectus. Our forward-looking
statements speak only as of the date made, and we have no obligation to update these forward-looking statements.

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PROSPECTUS SUMMARY
This summary highlights information included or incorporated by reference in this prospectus. Because this is a summary, it may not contain
all of the information that may be important to you and to your investment decision. The following summary is qualified in its entirety by the
more detailed information and financial statements and notes thereto incorporated by reference in this prospectus. You should read this
prospectus and the information incorporated by reference in this prospectus carefully and should consider, among other things, the matters
set forth in "Risk Factors" beginning on page 9 of this prospectus and the risk factors described under the heading "Risk Factors" included
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in Item 1A of Part I of our Annual Report on Form 10-K for the year, ended December 31, 2016, before deciding to exchange your old notes
for new notes.
In this prospectus, unless indicated otherwise, or the context otherwise requires references to the "Company," "Callon," "we," "our" and
"us" refer to Callon Petroleum Company and its consolidated subsidiaries. We are a publicly traded company under the ticker symbol NYSE:
CPE.
Our Business
Callon Petroleum Company has been engaged in the exploration, development, acquisition and production of oil and natural gas properties
since 1950.
We are an independent oil and natural gas company focused on the acquisition and development of unconventional oil and natural gas
reserves in the Permian Basin. The Permian Basin is located in West Texas and southeastern New Mexico and is comprised of three primary
sub-basins: the Midland Basin, the Delaware Basin, and the Central Basin Platform. We have historically been focused on the Midland Basin
and recently entered the Delaware Basin through an acquisition completed in February 2017. Our drilling activity during 2016 focused on the
horizontal development of several prospective intervals in the Midland Basin, including multiple levels of the Wolfcamp formation and the
Lower Spraberry shale. As a result of our horizontal development efforts and contributions from acquisitions, our net daily production for
calendar year 2016 as compared to calendar year 2015 grew approximately 59% to 15,227 BOE/d (approximately 77% oil). Our net daily
production grew 64% for the three months ended March 31, 2017, compared to the same period of 2016, to 20,422 BOE/d (approximately
78% oil). We intend to grow our reserves and production through the development, exploitation and drilling of our multi-year inventory of
identified, potential drilling locations. We intend to add to this inventory through delineation drilling of emerging zones on our existing
acreage and acquisition of additional locations through leasehold purchases, leasing programs, joint ventures and asset swaps.
For the year ended December 31, 2016, our net proved reserve volumes increased 69% as compared to the year ended December 31, 2015, to
91.6 MMBOE, comprised of 78% crude oil including 71.1 MMBbls with the remaining 22% natural gas of 122.6 Bcf. Approximately 47% of
our net proved year-end 2016 reserves were proved developed on a BOE basis
General Corporate Information
We are a Delaware corporation with our principal executive office located at 200 North Canal Street, Natchez, Mississippi 39120. Our
telephone number at that address is (601) 442-1601. We maintain a website on the Internet at www.callon.com. The information on our
website is not part of this prospectus.

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THE EXCHANGE OFFER
On May 24, 2017, we completed the private placement of $200 million aggregate principal amount of 6.125% Senior Notes due 2024. As part
of that offering, we entered into a registration rights agreement with the initial purchasers of the old notes in which we agreed, among other
things, to deliver this prospectus to you and to complete an exchange offer for the old notes. Below is a summary of the exchange offer.

Old Notes
6.125% Senior Notes due 2024

New Notes
Notes of the same series, the issuance of which has been registered under the Securities
Act. The terms of the new notes are identical in all material respects to those of the old
notes, except that the transfer restrictions, registration rights and additional interest
provisions relating to the old notes do not apply to the new notes. The old notes were
issued as additional notes under the indenture dated October 3, 2016 pursuant to which
we issued the existing notes, all of which were exchanged in May 2017 for substantially
identical notes registered under the Securities Act. The new notes and the existing notes
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will be treated as a single series of notes under the indenture and will vote as a single
class of notes for all matters submitted to a vote of holders under the indenture. Upon
consummation of this exchange offer, we expect that the new notes will bear the same
CUSIP as the existing notes and will be fungible with the existing notes.

Terms of the Offer
We are offering to exchange a like amount of new notes for our old notes in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. In order to
be exchanged, an old note must be properly tendered and accepted. All old notes that
are validly tendered and not withdrawn before the exchange offer expires will be
exchanged. As of the date of this prospectus, there is $400 million aggregate principal
amount of existing notes outstanding and $200 million aggregate principal amount of
old notes outstanding. We will issue new notes promptly after the expiration of the
exchange offer.

Expiration Time
The exchange offer will expire at 5:00 p.m., New York City time, on August 29, 2017,
unless extended.

Procedures for Tendering
All of the old notes are held in book-entry form through the facilities of The Depository
Trust Company, or DTC. To participate in the exchange offer, you must follow the
automatic tender offer program, or 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 time of the exchange offer, a computer-generated
message known as an "agent's message" that is transmitted through ATOP and that
DTC confirms that:

· DTC has received instructions to exchange your old notes; and

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

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For more details, please read "The Exchange Offer--Terms of the Exchange Offer" and

"The Exchange Offer--Procedures for Tendering."

Questions regarding how to tender old notes and requests for information should be

directed to the exchange agent. See "The Exchange Offer--Exchange Agent."

Guaranteed Delivery Procedures
None.

Acceptance of Old Notes for Exchange; Delivery of Subject to the conditions stated in "The Exchange Offer--Conditions to the Exchange
New Notes
Offer," we will accept for exchange any and all old notes which are properly tendered
in the exchange offer before the expiration time. The new notes will be delivered
promptly after the expiration time.

Interest Payments on the New Notes
The new notes will bear interest from April 1, 2017 or, if interest has already been paid
on the old notes, from the date interest was most recently paid. If your old notes are
accepted for exchange, then you will receive interest on the new notes (including any
accrued but unpaid additional interest on the old notes) and not on the old notes.

Withdrawal Rights
You may withdraw your tender of old notes at any time before the expiration time. 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 offer. Please read "The Exchange Offer--Withdrawal of Tenders."
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Conditions to the Exchange Offer
The registration rights agreement does not require us to accept old notes for exchange if
the exchange offer or the making of any exchange by a holder of the old notes would
violate any applicable law or SEC policy. A minimum aggregate principal amount of old
notes being tendered is not a condition to the exchange offer. Please read "The
Exchange Offer--Conditions to the Exchange Offer" for more information about the
conditions to the exchange offer

Resales of New Notes
Based on interpretations by the staff of the SEC in no-action letters issued to third
parties, we believe that you may transfer new notes issued under the exchange offer in
exchange for the old notes if:

· you acquire the new notes in the ordinary course of your business; and

· you are not engaged in, and do not intend to engage in, and have no arrangement or

understanding with any person to participate in, a distribution of such new notes.

You may not participate in the exchange offer if you are:

· an "affiliate" within the meaning of Rule 405 under the Securities Act of the

Company; or

· a broker-dealer that acquired old notes directly from us.

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If you fail to satisfy any of the foregoing conditions, you will not be permitted to tender
your old notes in the exchange offer and you must comply with the registration and

prospectus delivery requirements of the Securities Act in connection with any sale or
other transfer of your old notes unless such sale is made pursuant to an exemption from
such requirements.

Each broker or dealer that receives new notes for its own account in exchange for old
notes that were acquired as a result of market-making or other trading activities must
acknowledge that it will comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any offer to resell, resale or other

transfer of the new notes issued in the exchange offer, including the delivery of a
prospectus that contains information with respect to any selling holder required by the
Securities Act in connection with any resale of the new notes. See "The Exchange Offer
--Resales of New Notes."

Exchange Agent
U.S. Bank National Association is serving as the exchange agent in connection with the
exchange offer. The address and telephone and facsimile numbers of the exchange agent
are listed under the heading "The Exchange Offer--Exchange Agent."

Use of Proceeds
We will not receive any proceeds from the issuance of new notes in the exchange offer.
We will pay all expenses incident to the exchange offer. See "Use of Proceeds" and
"The Exchange Offer--Fees and Expenses."

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Table of Contents
THE NEW NOTES
The following summary contains basic information about the new notes and is not intended to be complete. For a more complete
understanding of the new notes, please refer to the section entitled "Description of New Notes" in this prospectus. The term "notes" below
includes the new notes, the old notes and the existing notes.

Issuer
Callon Petroleum Company

New Notes Offered
$200,000,000 aggregate principal amount of 6.125% senior notes due October 1, 2024.
The terms of the new notes are identical in all material respects to those of the old notes,
except that the transfer restrictions, registration rights and provisions for additional
interest applicable to the old notes do not apply to the new notes.

Maturity
October 1, 2024.

Relationship with 6.125% Senior Notes due 2024 The new notes offered hereby will have substantially identical terms, other than with
issued October 3, 2016
respect to transfer restrictions, registration rights and provisions for additional interest,
as our old notes, and will have substantially identical terms as our existing notes other
than with respect to the date of issuance and issue price. The new notes will bear
different CUSIP and ISIN numbers than any unexchanged old notes. The new notes are
expected to bear the same CUSIP and ISIN numbers as, and be fungible with, our
existing notes. The new notes will be treated as a single series of debt securities with
our existing notes.

Interest
6.125% per year (calculated using a 360-day year).

Interest Payment Dates
Interest on the new notes will accrue from April 1, 2017. We will make interest
payments on April 1 and October 1 of each year, beginning October 1, 2017.

Ranking
The notes will be our general unsecured, senior obligations. Accordingly, they will
rank:

· equal in right of payment to all of our existing (including the existing notes) and

future senior indebtedness;

· effectively junior in right of payment to all of our existing and future secured

indebtedness to the extent of the value of the collateral securing such indebtedness;

· structurally subordinate in right of payment to all indebtedness and other liabilities,

including trade payables, of any existing and future subsidiaries that do not guarantee
the notes; and

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

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As of the date of this prospectus, we have no outstanding indebtedness other than the

notes.
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Subsidiary Guarantee
The notes initially will be guaranteed by our wholly-owned subsidiary Callon
Petroleum Operating Company (the "Guarantor"), and may be guaranteed by certain
future subsidiaries. In the future, the guarantees may be released or terminated under
certain circumstances. See "Description of New Notes--Brief Description of the Notes
and the Note Guarantees" and "Description of New Notes--Certain Covenants--
Additional Note Guarantees."

Each subsidiary guarantee will rank:

· equal in right of payment to all existing and future senior indebtedness of the

guarantor subsidiary;

· effectively subordinate in right of payment to all existing and future secured
indebtedness of the guarantor subsidiary, including its indebtedness under our senior

secured revolving credit facility, to the extent of the value of the collateral securing
such indebtedness;

· structurally subordinate in right of payment to all existing and future debt and other

liabilities (including trade payables) of any subsidiaries of the guarantor subsidiaries
that are not guarantors of the notes; and

· senior in right of payment to any existing and future subordinated indebtedness of the

guarantor subsidiary.

Optional Redemption
At any time prior to October 1, 2019, we may, from time to time, redeem up to 35% of
the aggregate principal amount of the notes in an amount of cash not greater than the net
cash proceeds of certain equity offerings at the redemption price set forth under
"Description of New Notes--Optional Redemption," plus accrued and unpaid interest, if
any, to the date of redemption, if at least 65% of the aggregate principal amount of the
notes issued under the indenture remains outstanding immediately after such redemption
and the redemption occurs within 180 days of the closing date of such equity offering.

At any time prior to October 1, 2019, we may, on any one or more occasions, redeem all
or a part of the notes at a redemption price equal to 100% of the principal amount of the

notes redeemed, plus the "make whole" premium set forth in this prospectus, and
accrued and unpaid interest, if any, to the date of redemption. See "Description of New
Notes--Optional Redemption."

On and after October 1, 2019, we may redeem the notes, in whole or in part, at the

redemption prices set forth under "Description of New Notes--Optional Redemption,"
plus accrued and unpaid interest, if any, to the date of redemption.

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Change of Control
If we experience certain kinds of change of control, each holder of the notes may
require us to repurchase all or a portion of its notes for cash at a price equal to 101% of
the aggregate principal amount of such notes, plus any accrued and unpaid interest, if
any, to the date of repurchase. See "Description of New Notes--Repurchase at the
Option of the Holders--Change of Control."

Certain Covenants
The indenture governing the notes contains covenants that, among other things, limit
our ability and the ability of our restricted subsidiaries to:

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· incur or guarantee additional indebtedness or issue certain types of preferred stock;

· pay dividends on capital stock or redeem, repurchase or retire our capital stock or

subordinated indebtedness;

· transfer or sell assets;

· make investments;

· create certain liens;

· enter into agreements that restrict dividends or other payments from our restricted

subsidiaries to us;

· consolidate, merge or transfer all or substantially all of our assets;

· engage in transactions with affiliates; and

· create unrestricted subsidiaries.

The covenants set forth in the indenture are subject to important exceptions and
qualifications that are described under "Description of New Notes--Certain Covenants."

If the notes achieve an investment grade rating from either Moody's Investors Service,
Inc. ("Moody's") or Standard & Poor's Ratings Services ("Standard & Poor's"), many
of these covenants will be suspended.

Transfer Restrictions
The new notes are registered under the Securities Act and have no restrictions on
transfer.

Trustee
U.S. Bank National Association.

Governing Law
The notes and the indenture are governed by New York law.

Absence of Established Market for the New Notes Like our existing notes, the new notes will be a new issue of securities and will not be
listed on any securities exchange or included in any automated quotation system.
Although a limited market exists for the initial notes, an active trading market for the
exchange notes may not develop and, if one develops, it may not be liquid. Some of our
initial purchasers have advised us that they have been making a market in the existing
notes and intend to continue to

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make a market in such notes and, when issued, the new notes. The initial purchasers are
not obligated, however, to do so, and any such market may be discontinued by the initial

purchasers in their discretion at any time without notice. Accordingly, we cannot assure
you that a liquid market for the new notes will develop or be maintained. See "Plan of
Distribution."

Use of Proceeds
We will receive no cash proceeds for the new notes.

Risk Factors
You should consider carefully the information set forth in the section entitled "Risk
Factors" beginning on page 9 and all other information contained in this prospectus
before deciding to invest in the new notes.

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RISK FACTORS
Each of the risks described below should be carefully considered, together with the risk factors incorporated by reference herein from our Annual
Report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference in this prospectus, and, to the extent applicable,
any subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K and all of the information contained in this prospectus,
before making an investment decision with respect to participating in the exchange offer of old notes for new notes. If any of the following risks
develop into actual events, our business, financial condition or results of operations could be materially and adversely affected, and you may lose
all or part of your investment. The new notes, the old notes and the existing notes are collectively referred to in this prospectus as the "notes."
Risks Related to the Exchange Offer
You may have difficulty selling the old notes you do not exchange.
If you do not exchange your old notes for new notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your old
notes as described in the legend on the global notes representing the old notes. There are restrictions on transfer of your old notes because we
issued the old notes under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable
state securities laws. In general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state
securities laws or offered and sold under an exemption from, or in a transaction not subject to, these requirements. We do not intend to register any
old notes not tendered in the exchange offer and, upon consummation of the exchange offer, you will not be entitled to any rights to have your
untendered old notes registered under the Securities Act.
Broker-dealers may need to comply with the registration and prospectus delivery requirements of the Securities Act.
Any broker-dealer that (1) exchanges its old notes in the exchange offer for the purpose of participating in a distribution of the new notes or
(2) resells new notes that were received by it for its own account in the exchange offer may be deemed to have received restricted securities and
will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale
transaction by that broker- dealer. Any profit on the resale of the new notes and any commission or concessions received by a broker-dealer may be
deemed to be underwriting compensation under the Securities Act.
You may not receive new notes in the Exchange Offer if the Exchange Offer procedure is not followed.
We will issue the new notes in exchange for your old notes only if you tender the old notes before expiration of the exchange offer in the manner
required herein. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of
old notes for exchange. If you are the beneficial holder of old notes that are registered in the name of your broker, dealer, commercial bank, trust
company or other nominee, and you wish to tender old notes in the exchange offer, you should promptly contact the person in whose name your
old notes are registered and instruct that person to tender your old notes on your behalf.
Risks Related to the New Notes
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our
obligations under applicable debt instruments, which may not be successful.
Our ability to make scheduled payments on or to refinance our indebtedness obligations, including our senior secured revolving credit facility and
the notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and
certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities
sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

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Table of Contents
If our cash flows and capital resources are insufficient to fund debt service obligations, we may be forced to reduce or delay investments and
https://www.sec.gov/Archives/edgar/data/928022/000119312517245489/d426236d424b3.htm[8/2/2017 4:33:54 PM]

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