Obligation Nixdorf Diebold Inc. 8.5% ( US253651AC78 ) en USD

Nixdorf Diebold Inc.

100 % ▲

Etas-Unis

US253651AC78 ( en USD )

8.5% par an ( paiement semestriel )

14/04/2024 - Obligation échue

Prospectus brochure de l'obligation Diebold Nixdorf Inc US253651AC78 en USD 8.5%, échue

2 000 USD

400 000 000 USD

253651AC7

CCC ( Ultra spéculatif )

Caa2 ( Ultra spéculatif )

Diebold Nixdorf Inc. est une société multinationale de technologie financière fournissant des solutions matérielles et logicielles pour les services financiers, le commerce de détail et les secteurs publics, notamment des distributeurs automatiques de billets, des systèmes de traitement des transactions et des logiciels de gestion.

L'Obligation émise par Nixdorf Diebold Inc. ( Etas-Unis ) , en USD, avec le code ISIN US253651AC78, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2024

L'Obligation émise par Nixdorf Diebold Inc. ( Etas-Unis ) , en USD, avec le code ISIN US253651AC78, a été notée Caa2 ( Ultra spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Nixdorf Diebold Inc. ( Etas-Unis ) , en USD, avec le code ISIN US253651AC78, a été notée CCC ( Ultra 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. 333-213780
PROSPECTUS
Diebold, Incorporated

OFFER TO EXCHANGE

Up to $400,000,000 aggregate principal amount of its 8.5% Senior Notes due
2024 registered under the Securities Act of 1933 for
any and all outstanding 8.5% Senior Notes due 2024
that were issued on April 19, 2016

·
We are offering to exchange new registered 8.5% Senior Notes due 2024, which we refer to herein as the "exchange notes," for all of our
outstanding 8.5% Senior Notes due 2024 that were issued on April 19, 2016, which we refer to herein as the "original notes." We refer herein
to this offer to exchange as the "Exchange Offer." We refer herein to the exchange notes and the original notes, collectively, as the "notes."

·
The Exchange Offer expires at 5:00 p.m., New York City time, on November 17, 2016, unless extended.

·
The Exchange Offer is subject to customary conditions that we may waive.

·
All outstanding original notes that are validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer will be
exchanged for the exchange notes.

·
Tenders of outstanding notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date of the Exchange
Offer.

·
We believe that the exchange of original notes for exchange notes should not be a taxable exchange for U.S. federal income tax purposes.

·
We will not receive any proceeds from the Exchange Offer.

·
The terms of the exchange notes to be issued are substantially identical to the terms of the original notes, except that the exchange notes will
not have transfer restrictions and you will not have registration rights.

·
If you fail to tender your original notes, you will continue to hold unregistered securities and it may be difficult for you to transfer them.

·
There is no established trading market for the exchange notes, and we do not intend to apply for listing of the exchange notes on any
securities exchange or market quotation system.

See "Risk Factors" beginning on page 24 for a discussion of matters you should consider before you participate
in the Exchange Offer.

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.

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The date of this prospectus is October 18, 2016.
Table of Contents
TABLE OF CONTENTS

Page
NOTICE TO INVESTORS

i
NON-GAAP FINANCIAL MEASURES
ii
PROSPECTUS SUMMARY
1
RISK FACTORS
24
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
55
THE TRANSACTIONS
57
USE OF PROCEEDS
62
RATIO OF EARNINGS TO FIXED CHARGES
63
THE EXCHANGE OFFER
64
DESCRIPTION OF OTHER INDEBTEDNESS
73
DESCRIPTION OF THE EXCHANGE NOTES
75
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
139
PLAN OF DISTRIBUTION
144
LEGAL MATTERS
145
EXPERTS
145
WHERE YOU CAN FIND MORE INFORMATION
145
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
145

This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus. We will
provide this information to you at no charge upon written or oral request directed to Corporate Secretary, Diebold, Incorporated, 5995 Mayfair
Road, P.O. Box 3077, North Canton, Ohio 44720-8077 (telephone number (330) 490-4000). In order to ensure timely delivery of this
information, any request should be made by November 9, 2016, five business days prior to the expiration date of the Exchange Offer.
No dealer, salesperson or other individual has been authorized to give any information or to make any representations not contained in this
prospectus in connection with the Exchange Offer. If given or made, such information or representations must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implications that
there has not been any change in the facts set forth in this prosecutes or in our affairs since the date hereof.
Each broker-dealer that receives exchange 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 exchange notes. The letter of transmittal accompanying this prospectus states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of the exchange notes received in exchange for original notes where such original 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 180 days after the expiration of the
Exchange Offer, we will make this prospectus available to any broker-dealer for use in connection with any such resales. See "Plan of
Distribution."

NOTICE TO INVESTORS
This prospectus contains summaries of the terms of certain agreements that we believe to be accurate in all material respects. However, we refer
you to the actual agreements for complete information relating to those agreements. All summaries of such agreements contained in this prospectus
or incorporated by reference into this prospectus are qualified in their entirety by this reference. To the extent that any such agreement is attached
as an exhibit to this registration statement, we will make a copy of such agreement available to you upon request.

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The exchange notes will be available in book-entry form only. The exchange notes will be issued in the form of one or more global certificates,
which will be deposited with, or on behalf of, The Depository Trust Company, or DTC, and registered in its name or in the name of Cede & Co.,
its nominee. Beneficial interests in the global certificates will be shown on, and transfer of the global certificates will be effected only through,
records maintained by DTC and its participants. After the initial issuance of the global certificates, notes in certificated form will be issued in
exchange for global certificates only in the limited circumstances set forth in the indenture, dated as of April 19, 2016, or the Indenture, governing
the notes.

NON-GAAP FINANCIAL MEASURES
We refer to the terms EBITDA and Adjusted EBITDA (as defined in "Prospectus Summary--Summary historical consolidated and unaudited pro
forma condensed combined financial information") in various places in this prospectus. These are supplemental financial measures that are not
prepared in accordance with accounting principles generally accepted in the United States, or GAAP. Any analysis of non-GAAP financial
measures should be used only in conjunction with results presented in accordance with GAAP.
Our measurements of EBITDA and Adjusted EBITDA may not be comparable to those of other companies. Please see "Prospectus Summary--
Summary historical consolidated and unaudited pro forma condensed combined financial information" for a discussion of our use of EBITDA and
Adjusted EBITDA in this prospectus, including the reasons that we believe this information is useful to management and to investors and a
reconciliation of EBITDA and Adjusted EBITDA to the most closely comparable financial measure calculated in accordance with GAAP.

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PROSPECTUS SUMMARY
This summary highlights certain information contained in this prospectus. Because this is only a summary, it does not contain all of the
information that may be important to you. For a more complete understanding of this Exchange Offer, we encourage you to read this entire
prospectus, including the information set forth under "Risk Factors", the consolidated financial statements and related notes incorporated by
referenced into this prospectus and other documents incorporated by reference into this prospectus.
Unless the context otherwise requires or as otherwise indicated, references in this prospectus to "we," "our," "us", the "combined
company" and the "Company" refer to Diebold, Incorporated and its consolidated subsidiaries after the consummation of the Acquisition (as
defined herein);"Diebold" refers to Diebold, Incorporated and its consolidated subsidiaries before the consummation of the acquisition of
Wincor Nixdorf; and references to "Wincor Nixdorf" refer to Wincor Nixdorf AG and its consolidated subsidiaries for all periods before and
following the consummation of the Acquisition. Financial and other information identified in this prospectus as "pro forma" gives effect to
the consummation of the Transactions (as defined herein).
Acquisition overview
On November 23, 2015, Diebold, a global leader in providing self-service delivery, value-added services and software primarily to the
financial services industry, and Wincor Nixdorf, a leading provider of information technology, or IT, solutions and services to the financial
services and retail industries, announced that the companies had entered into the Business Combination Agreement (as defined herein).
Pursuant to the Business Combination Agreement, on February 5, 2016, Diebold made a voluntary public takeover offer to all shareholders of
Wincor Nixdorf, which we refer to herein as the takeover offer. Under the terms of the takeover offer, Diebold offered Wincor Nixdorf
shareholders 38.98 in cash plus 0.434 Diebold common shares per Wincor Nixdorf ordinary share, which is herein referred to as the takeover
offer consideration. The acquisition of Wincor Nixdorf ordinary shares pursuant to the takeover offer is herein referred to as the Acquisition.
The Acquisition, along with the other transactions described under "The Transactions," are herein referred to collectively as the Transactions.
On August 15, 2016, Diebold completed the takeover offer and delivered the takeover offer consideration to Wincor Nixdorf shareholders who
validly tendered, and did not withdraw, their Wincor Nixdorf ordinary shares in the takeover offer. In connection with the closing of the
takeover offer, Diebold issued 9,928,514 of new Diebold common shares, or the New Shares, on August 15, 2016. At the closing, Diebold
acquired, through Diebold Holding Germany Inc. & Co. KGaA, a German partnership limited by shares (Kommanditgesellschaft auf Aktien)
and a wholly owned subsidiary of Diebold, 22,876,760 Wincor Nixdorf ordinary shares, representing 69.15 percent of the total number of
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issued Wincor Nixdorf ordinary shares inclusive of treasury shares (76.7 percent of all Wincor Nixdorf ordinary shares outstanding) in
exchange for an aggregate takeover offer consideration of approximately 891.7 million in cash and the New Shares (representing 49.94, or
$55.74, per Wincor Nixdorf ordinary share, based on the closing price of Diebold common shares as of August 12, 2016 of $28.17), valuing
Wincor Nixdorf at approximately 1.6 billion, or $1.8 billion based on an exchange rate of $1.1161 per euro.
The New Shares commenced trading on the New York Stock Exchange and all Diebold common shares commenced trading on the Frankfurt
Stock Exchange.
See "The Transactions."

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Acquisition rationale
We believe that the combination of Diebold and Wincor Nixdorf brings together leading innovators in value-added services, branch
automation and omnichannel experiences to create a global market leader in financial self-service, or FSS, solutions for financial and retail
markets. The combined company will focus on the entire value chain--"consult, design, build and operate"--to help financial institutions and
retailers in their endeavor to provide automated and omnichannel experiences for their clients, building upon the two companies' shared vision
that services and software drive the consumer experience and enable customers to differentiate themselves in evolving industries. The
collective capabilities and existing global presence of Diebold and Wincor Nixdorf will allow us to offer a broader range of services and
solutions to our customers and will enable the combined company to pursue a larger total addressable market, which we currently estimate to
be approximately $60 billion globally. We expect to benefit from growing demand for software and services, supported by innovative
hardware and an installed base of nearly one million automated teller machines, or ATMs, worldwide. In addition, we expect that the
combined company will be better positioned to support Wincor Nixdorf's retail offering in North America through Diebold's field service
organization.
The two companies share a complementary geographic reach across the Americas, Europe, the Middle East and Africa, or EMEA, and within
Asia Pacific, have strong and established brands and offer sophisticated engineering solutions. Diebold is a market leader in the Americas,
whereas Wincor Nixdorf is a market leader in Europe. These two regions are key drivers for innovation and digital transformation--both in
banking and retail.
Following the end of the third full year after the completion of the Acquisition, the combined company plans to deliver approximately $160
million of annual cost synergies. We believe that synergies will be achieved through increased scale, a streamlined portfolio of products and
solutions, higher utilization of the service organization, workforce rationalization in overlapping regions and shared back office resources. We
also expect that, after completion of the business combination and integration, we will generate strong free cash flow, which would be used to
make investments in innovative software and solutions and reduce debt.
Pro forma company overview
After giving pro forma effect to the Transactions, the combined company generated pro forma net sales of $5,200.7 million, pro forma net loss
of $103.0 million and pro forma Adjusted EBITDA of $434.8 million during the year ended December 31, 2015, and pro forma net sales of
$2,505.8 million, pro forma net income of $159.2 million and pro forma Adjusted EBITDA of $264.2 million during the six months ended
June 30, 2016. See "--Summary historical consolidated and unaudited pro forma condensed combined financial information."
Our common shares are publicly listed on the New York Stock Exchange and the Frankfurt Stock Exchange. We have registered offices in
North Canton, Ohio and operate from headquarters in North Canton, Ohio and Paderborn, Germany.

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The table below provides an overview of Diebold's and Wincor Nixdorf's historical revenues by product and geographic regions, as well as
the combined company's revenues by product and geographic regions. In the case of Diebold, such information is based in its revenue for the
year ended December 31, 2015; in the case of Wincor Nixdorf, such information is based on its revenue for the fiscal year ended
September 30, 2015.

Diebold

Wincor Nixdorf

The combined company(3)
Product mix(1)

Diebold

Wincor Nixdorf

The combined company(3)
Geographic mix(1)(2)

(1)
Wincor Nixdorf's revenue by product and geographic region has been translated to U.S. dollars using the average exchange rate of 1.00
= $1.1487 for the period from October 1, 2014 to September 30, 2015.
(2)
The presentation of Wincor Nixdorf's revenue by geographic region has been adjusted for purposes of this presentation to align more
closely with Diebold's presentation of revenue by geographic region. Wincor Nixdorf's revenue for the fiscal year ended September 30,
2015 from Africa of approximately 59 million is currently reported in Asia Pacific and has been realigned to EMEA to be consistent
with Diebold's reporting of Africa revenue.
(3)
The combined company's revenue by product and geographic regions has been derived by taking Diebold's revenue by product and
geographic regions, respectively, for the year ended December 31, 2015 and adding Wincor Nixdorf's revenue by product and
geographic regions, respectively, for the fiscal year ended September 30, 2015.
Transaction highlights
Creates a global leader in connected commerce with a balanced geographic footprint
Diebold and Wincor Nixdorf have been market leaders in the Americas and Europe, respectively. Following the Acquisition, we will be a
connected commerce leader with a balanced geographic footprint across these regions and an installed base of approximately one million
ATMs and one million ePOS. Our leadership in the Americas and across Europe is meaningful because customers in these two regions are at
the forefront of branch and store transformation.

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Large global installed base of ATMs and ePOS provides substantial services and software opportunity
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Diebold Nixdorf has an installed base of nearly one million ATMs and one million ePOS. We intend to leverage our customer relationships
and the scale of our offerings to increase the mix of revenue from higher value services and software. Prior to the acquisition, Diebold and
Wincor Nixdorf had service arrangements with respect to approximately 85% and 60% of their installed base, respectively. Because third-
party service partners are relied upon in certain regions, the company has an opportunity to upsell our break/fix services, value-added services
and managed services to these customers. In addition, we will be able to offer our sophisticated omnichannel software solutions and our
Phoenix, multi-vendor software solutions to a much broader customer set. We are targeting approximately 65% of our revenue from software
and services in the medium term.
Complementary product and service offerings enable the combined company to compete in a larger total addressable market
We will aim to leverage existing products and services to create a strong platform with omnichannel capabilities and integrated solutions for
banking and retail customers. The combination strengthens our solution set. Integrating Wincor Nixdorf technology and services will enhance
Diebold's deposit automation, cash recycler and teller automation technologies, as well as Diebold's professional services for software
management. In turn, Wincor Nixdorf will be able to leverage Diebold's "managed" and "maintenance" service platforms to create a more
complete services offering for us. After successfully integrating the product and service strengths of both businesses, the combined company
will be in the position to provide better products and services to what we believe is an approximately $60 billion current global addressable
market.
Well-positioned to benefit from dynamic industry conditions
Through our combination with Wincor Nixdorf, we believe we are well-positioned to benefit from growth in the higher margin services and
software segments--particularly in the areas of managed services, branch and store automation, mobile and omnichannel solutions. Both retail
and financial customers are focused on increasing automation and using technology to reduce operating costs and enhance compliance.
Financial service and retail customers are adjusting to changes which include: evolving customer demands for always on and mobile solutions,
an increasing number of competitors, increasing security and compliance reporting, and the rising importance of cash management. Some of
the tools our customers need for success include open systems, flexible architectures and innovative client software, knowledgeable service
technicians, and standard user-interfaces. We expect that the combined company will be better able to compete in the FSS market by
leveraging the relationships and knowledge gained from its industry leading installed base.
Meaningful expected cost synergies through execution of the integration plan
By leveraging innovative solutions and talent from both companies, we believe that the combined company will have the scale, strength and
flexibility to better support customers as they respond to dynamic market conditions. We anticipate that the Acquisition will result in
significant cost synergies and efficiencies. The business combination is expected to yield approximately $160 million run-rate annual cost
synergies by the end of the third full year following the close. Product consolidation efficiencies, which the company expects to achieve
through greater scale in direct material procurement, consolidated research and development costs and greater overhead savings as a result of
consolidation of manufacturing processes, are currently expected to account for approximately 40% of such annual cost synergies. Service
rationalization is currently expected to account for approximately 30% of such annual cost synergies, while shared back office resources are
currently expected to account for approximately 30% of such annual cost synergies. Of the $160 million of expected annual cost synergies,
approximately $90 million are currently expected to result from a reduction in cost of goods sold and approximately $70 million are currently
expected to relate to a decrease in operating expenses.

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Experienced leadership team comprised of top Diebold and Wincor Nixdorf personnel
Our new company is comprised of industry leaders that cultivate operational excellence and possess strong execution capabilities. We will
benefit from a senior management team and Board of Directors comprised of both Diebold and Wincor Nixdorf executives. The combined
company's eight person Management Executive Committee is equally represented by business leaders from both Diebold and Wincor Nixdorf,
including the current chief executive officers and chief financial officers from both Diebold and Wincor Nixdorf.
In addition, along with Diebold's existing Board members, two new directors from Wincor Nixdorf have joined the Board of Diebold, with a
third expected to join in the future. Finally, to facilitate integration, key leadership personnel from both companies will continue to work at
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the combined company to provide continuity, expertise and experience with the Diebold and Wincor Nixdorf individual businesses, customers,
geographic locations and culture.

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Summary of the Exchange Offer
On April 19, 2016, we issued the original notes in a transaction exempt from registration under the Securities Act of 1933, as amended, or the
Securities Act. In connection with the offering of the original notes, we entered into a registration rights agreement, dated as of April 19,
2016, with the initial purchasers of the original notes, or the registration rights agreement. In the registration rights agreement, we agreed to
offer the exchange notes, which will be registered under the Securities Act, in exchange for the original notes. The Exchange Offer is intended
to satisfy our obligations under the registration rights agreement. We also agreed to deliver this prospectus to the holders of the original
notes. You should read the discussions under the headings "Prospectus Summary--Summary of the Terms of the Exchange Notes" and
"Description of the Exchange Notes" for information regarding the exchange notes.

The Exchange Offer
This is an offer to exchange $1,000 in principal amount of the exchange notes for each
$1,000 in principal amount of original notes. The exchange notes are substantially
identical to the original notes, except that the exchange notes generally will be freely
transferable. Based upon interpretations by the staff of the Securities and Exchange
Commission, or SEC, set forth in no actions letters issued to unrelated third parties, we
believe that you can transfer the exchange notes without complying with the registration
and prospectus delivery provisions of the Securities Act if you:

· acquire the exchange notes in the ordinary course of your business;

· are not and do not intend to become engaged in a distribution of the exchange notes;

· are not an "affiliate" (within the meaning of the Securities Act) of ours;

· are not a broker-dealer (within the meaning of the Securities Act) that acquired the

original notes from us or our affiliates; and

· are not a broker-dealer (within the meaning of the Securities Act) that acquired the

original notes in a transaction as part of its market-making or other trading activities.

If any of these conditions are not satisfied and you transfer any exchange note without
delivering a proper prospectus or without qualifying for a registration exemption, you

may incur liability under the Securities Act. See "The Exchange Offer--Purpose of the
Exchange Offer."

Registration Rights Agreement
Under the registration rights agreement, we have agreed to use our commercially
reasonable efforts to consummate the Exchange Offer or cause the original notes to be
registered under the Securities Act to permit resales. If we are not in compliance with
our obligations under the registration rights agreement, liquidated damages will accrue
on the original notes in addition to the interest that otherwise is due on the original
notes. If the Exchange Offer is completed on the terms and within the time period
contemplated by this prospectus, no liquidated damages will be payable on the original
notes. The

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exchange notes will not contain any provisions regarding the payment of liquidated

damages. See "The Exchange Offer--Liquidated Damages."

Minimum Condition
The Exchange Offer is not conditioned on any minimum aggregate principal amount of
original notes being tendered in the Exchange Offer.

Expiration Date
The Exchange Offer will expire at 5:00 p.m., New York City time, on November
17, 2016, unless we extend it.

Exchange Date
We will accept original notes for exchange at the time when all conditions of the
Exchange Offer are satisfied or waived. We will deliver the exchange notes promptly
after we accept the original notes.

Conditions to the Exchange Offer
Our obligation to complete the Exchange Offer is subject to certain conditions. See "The
Exchange Offer--Conditions to the Exchange Offer." We reserve the right to terminate
or amend the Exchange Offer at any time prior to the expiration date upon the
occurrence of certain specified events.

Withdrawal Rights
You may withdraw the tender of your original notes at any time before the expiration of
the Exchange Offer on the expiration date. Any original notes not accepted for any
reason will be returned to you without expense as promptly as practicable after the
expiration or termination of the Exchange Offer.

Procedures for Tendering Original Notes
See "The Exchange Offer--How to Tender."

United States Federal Income Tax Consequences We believe that the exchange of the original notes for the exchange notes should not be
a taxable exchange for U.S. federal income tax purposes, and holders will not recognize
any taxable gain or loss as a result of such exchange. See "Material United States
Federal Income Tax Considerations."

Effect on Holders of Original Notes
If the Exchange Offer is completed on the terms and within the period contemplated by
this prospectus, holders of original notes will have no further registration or other rights
under the registration rights agreement, except under limited circumstances. See "The
Exchange Offer--Other."

Holders of original notes who do not tender their original notes will continue to
hold those original notes. All untendered, and tendered but unaccepted original
notes, will continue to be subject to the transfer restrictions provided for in the

original notes and the Indenture. To the extent that original notes are tendered and
accepted in the Exchange Offer, the trading market, if any, for the original notes
could be adversely affected. See "Risk Factors--Risks Associated with the
Exchange Offer--You

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may not be able to sell your original notes if you do not exchange them for
registered exchange notes in the Exchange Offer," "Risk Factors--Risks
Associated with the Exchange Offer--Your ability to sell your original notes may
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be significantly more limited and the price at which you may be able to sell your
original notes may be significantly lower if you do not exchange them for registered
exchange notes in the Exchange Offer" and "The Exchange Offer--Other."

Appraisal Rights
Holders of original notes do not have appraisal or dissenters' rights under applicable law
or the Indenture. See "The Exchange Offer--Terms of the Exchange Offer."

Use of Proceeds
We will not receive any proceeds from the issuance of the exchange notes pursuant to
the Exchange Offer.

Exchange Agent
U.S. Bank National Association, the trustee under the Indenture, is serving as the
exchange agent in connection with this Exchange Offer.
Summary of the Terms of the Exchange Notes

Issuer
Diebold, Incorporated.

Exchange Notes
$400,000,000 in aggregate principal amount of 8.5% Senior Notes due 2024.

Maturity Date
April 15, 2024.

Interest Rate
8.5% per annum, payable semi-annually on April 15 and October 15.

Optional Redemption
The notes are redeemable at our option, in whole or in part, at any time on or after April
15, 2019, at the redemption prices set forth in this prospectus, together with accrued and
unpaid interest, if any, to, but excluding, the date of redemption.

At any time prior to April 15, 2019, we may redeem up to 35% of the original principal
amount of the notes with the proceeds of certain equity offerings at a redemption price

of 108.5% of the principal amount of the notes, together with accrued and unpaid
interest, if any, to, but excluding, the date of redemption.

At any time prior to April 15, 2019, we may also redeem some or all of the notes at a
price equal to 100% of the principal amount of the notes, plus a "make-whole premium,"

together with accrued and unpaid interest, if any, to, but excluding, the date of
redemption.

See "Description of the Exchange Notes--Optional redemption."

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Change of Control Offer
Upon the occurrence of specific kinds of changes of control, we will be required to
make an offer to repurchase the notes at 101% of their face amount, plus accrued and
unpaid interest to, but excluding, the repurchase date. See "Description of the Exchange
Notes--Repurchase at the option of holders--Change of control."

Asset Disposition Offer
If we or our restricted subsidiaries sell assets, under certain circumstances, we will be
required to use the net proceeds to make an offer to purchase notes at an offer price in
cash in an amount equal to 100% of the principal amount of the notes plus accrued and
unpaid interest to, but excluding, the repurchase date. See "Description of the Exchange
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Notes--Repurchase at the option of holders--Asset sales."

Note Guarantees
The notes are and will be guaranteed on a senior unsecured basis by (i) all of our
existing and future direct and indirect domestic subsidiaries (other than securitization
subsidiaries) that guarantee our borrowings under the Credit Agreement, dated as of
November 23, 2015, as amended on December 23, 2015, May 6, 2016 and August 16,
2016 (as further amended, supplemented and otherwise modified), with JPMorgan
Chase Bank, N.A., as administrative agent, and the lenders and other persons party
thereto, which we refer to herein as the Senior Credit Facility, and (ii) all of our existing
and future direct and indirect domestic subsidiaries (other than securitization
subsidiaries and immaterial subsidiaries) that guarantee any of our or our subsidiary
guarantors' indebtedness for borrowed money. Under certain circumstances, subsidiary
guarantors may be released from their note guarantees without the consent of the holders
of notes. See "Description of the Exchange Notes--Note guarantees."

For the six months ended June 30, 2016, on a pro forma basis after giving effect to the

Transactions, our non-guarantor subsidiaries represented approximately 79.5 percent of
our net sales.

As of June 30, 2016, on a pro forma basis after giving effect to the Transactions, our

non-guarantor subsidiaries:

· represented approximately 55.2 percent of our total assets; and

· had approximately $1,892.4 million of total liabilities, including trade payables but

excluding intercompany liabilities.

Ranking
The notes and the note guarantees are our and the subsidiary guarantors' senior
unsecured obligations and:

· rank senior in right of payment to all of our and the subsidiary guarantors' future

subordinated indebtedness;

· rank equally in right of payment with all of our and the subsidiary guarantors'

existing and future senior indebtedness;

· are effectively subordinated to any of our and the subsidiary guarantors' existing and

future secured debt, including indebtedness under our Senior Credit Facility, to the
extent of the value of the assets securing such debt; and

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

trade payables) of each of our subsidiaries that do not guarantee the notes.

As of June 30, 2016, on a pro forma basis after giving effect to the Transactions:

· we would have had approximately $2,614.2 million of total indebtedness (including

the notes);

· of our total indebtedness, we would have had approximately $2,189.1 million of
secured indebtedness, all of which would have been incurred under our Senior Credit

Facility, to which the notes would have been effectively subordinated to the extent of
the value of the assets securing such indebtedness;

https://www.sec.gov/Archives/edgar/data/28823/000119312516740833/d242332d424b3.htm[10/18/2016 4:38:35 PM]

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