Obligation FrontierCorp 8.875% ( US35906AAT51 ) en USD

FrontierCorp

100 % ▲

Etas-Unis

US35906AAT51 ( en USD )

8.875% par an ( paiement semestriel )

14/09/2020 - Obligation échue

Prospectus brochure de l'obligation Frontier Communications Corp US35906AAT51 en USD 8.875%, échue

2 000 USD

1 065 436 000 USD

35906AAT5

N/A

Frontier Communications Corp. est une société américaine de télécommunications offrant des services de téléphonie fixe, d'internet haut débit et de télévision par câble à des clients résidentiels et commerciaux, principalement dans des zones rurales et périurbaines des États-Unis.

L'obligation Frontier Communications Corp. (ISIN : US35906AAT51, CUSIP : 35906AAT5), émise aux États-Unis pour un montant total de 1 065 436 000 USD, avec un taux d'intérêt de 8,875 %, une taille minimale d'achat de 2 000 USD et une maturité initialement fixée au 14/09/2020, a été remboursée à son échéance à 100 % de sa valeur nominale.

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
File Number 333-210859

PROSPECTUS

FRONTIER COMMUNICATIONS CORPORATION

Offer to exchange $1,000,000,000 aggregate principal amount of 8.875% Senior Notes due 2020 (the "old 2020 Notes") for
$1,000,000,000 aggregate principal amount of 8.875% Senior Notes due 2020 (the "new 2020 Notes");
Offer to exchange $2,000,000,000 aggregate principal amount of 10.500% Senior Notes due 2022 (the "old 2022 Notes") for
$2,000,000,000 aggregate principal amount of 10.500% Senior Notes due 2022 (the "new 2022 Notes");
Offer to exchange $3,600,000,000 aggregate principal amount of 11.000% Senior Notes due 2025 (the "old 2025 Notes", and
collectively with the old 2020 Notes and the old 2022 Notes, the "old notes") for $3,600,000,000 aggregate principal amount of 11.000%
Senior Notes due 2025 (the "new 2025 Notes", and collectively with the new 2020 Notes and the new 2022 Notes, the "new notes").
The new notes have been registered under the Securities Act of 1933, as amended (the "Securities Act").
The exchange offer will expire at 5:00 p.m., New York City time, on May 26, 2016 (the "expiration date"), unless we extend the exchange
offer in our sole and absolute discretion.
Terms of the exchange offer:

· We will exchange the applicable series of new notes for all outstanding old notes that are validly tendered and not withdrawn prior to

the expiration or termination of the exchange offer.

· You may withdraw tenders of old notes at any time prior to the expiration or termination of the exchange offer.

· The terms of the new notes are substantially identical to those of the outstanding old notes, except that the transfer restrictions, payment

of additional interest and registration rights relating to the old notes do not apply to the new notes.

· The exchange of old notes for new notes will not be a taxable transaction for U.S. federal income tax purposes. You should see the

discussion under the caption "Certain U.S. Federal Income Tax Considerations" for more information.

· We will not receive any proceeds from the exchange offer.
We issued the old notes in a transaction not requiring registration under the Securities Act, and as a result, their transfer is restricted. We are
making the exchange offer to satisfy your registration rights as a holder of the old notes.
There is no established trading market for the new notes.
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 accompanying letter of transmittal relating to 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 up to 180 days after the expiration date, we will make this prospectus
available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

See "Risk Factors" beginning on page 12 of this prospectus and under Part I, Item 1A "Risk Factors" in
our Annual Report on Form 10-K for the year ended December 31, 2015 for a discussion of risks you should
consider prior to tendering your outstanding old notes for exchange.
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Neither the Securities and Exchange Commission (the "SEC"), 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 April 28, 2016.
Table of Contents
TABLE OF CONTENTS

Page
SUMMARY

1
SUMMARY DESCRIPTION OF THE EXCHANGE OFFER

2
CONSEQUENCES OF NOT EXCHANGING OLD NOTES

7
SUMMARY DESCRIPTION OF THE NEW NOTES

8
RISK FACTORS

12
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

18
USE OF PROCEEDS

20
RATIO OF EARNINGS TO FIXED CHARGES

21
THE EXCHANGE OFFER

22
DESCRIPTION OF THE NEW NOTES

29
BOOK-ENTRY, DELIVERY AND FORM

75
REGISTRATION RIGHTS

78
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

79
PLAN OF DISTRIBUTION

80
LEGAL MATTERS

81
EXPERTS

81
WHERE YOU CAN FIND MORE INFORMATION

82
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

82
This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this
document. Copies of this information are available without charge to any person to whom this prospectus is delivered, upon written or oral request.
Written requests should be sent to:
Frontier Communications Corporation
401 Merritt 7, Norwalk, Connecticut 06851
Attention: Investor Relations
Oral requests should be made by telephoning (203) 614-5600.
In order to obtain timely delivery, you must request the information no later than May 19, 2016, which is five business days before
the expiration date of the exchange offer.

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SUMMARY
This summary does not contain all of the information that you should consider before investing in the new notes. You should read the
entire prospectus and the documents incorporated herein carefully, including the matters discussed in the section entitled "Risk Factors". In
this prospectus, except as otherwise indicated or the context otherwise requires, references "Frontier," "the Company," "we," "our," and
"us" refer to Frontier Communications Corporation and its consolidated subsidiaries. All references to the "notes" refer to both the old
notes and the new notes, except as otherwise indicated, and references to a "series" of the notes refers to a series of the new notes and the
related series of old notes that remain outstanding following the exchange offer, if any.
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Our Company
We are the fourth largest incumbent local exchange carrier ("ILEC") in the United States, with operations in 29 states.
We strive to be the leader in providing communications services to residential and business customers in our markets. We are committed
to delivering innovative and reliable products and solutions with an emphasis on convenience, service and customer satisfaction. We offer a
variety of voice, data, and video services and products on a standalone basis and as bundled or packaged solutions. We believe that our local
engagement structure, 100% U.S. based employees in our workforce and innovative product positioning will continue to differentiate us from
our competitors in the markets in which we compete.
We conduct business with both residential and business customers, and we provide the "last mile" of communications services to
customers in our markets. During 2015, our customer revenue was $4,899 million, including residential revenue of $2,432 million and
business revenue of $2,467 million.
We were incorporated in the state of Delaware in 1935, originally under the name of Citizens Utilities Company, and were known as
Citizens Communications Company from 2000 until July 31, 2008. Our principal executive offices are located at 401 Merritt 7, Norwalk,
Connecticut 06851. Our telephone number is (203) 614-5600 and our web site is www.frontier.com. The information on, or accessible
through, our website is not part of this prospectus and should not be relied upon in connection with making any investment decision with
respect to the securities offered by this prospectus.
The Verizon Transaction
On April 1, 2016, we announced the closing of our $10.54 billion acquisition, pursuant to the previously announced February 5, 2015
Securities Purchase Agreement, of Verizon Communications, Inc.'s wireline operations providing services to residential, commercial and
wholesale customers in California, Texas and Florida (the "Verizon Transaction").
On April 18, 2016 we filed with the SEC a Current Report on Form 8-K containing (i) the audited combined statements of assets,
liabilities and parent funding of Verizon Communications Inc.'s Separate Telephone Operations in California, Florida and Texas ("VSTO") as
of December 31, 2015 and the related audited combined statements of income and comprehensive income for the years ended December 31,
2015 and 2014, and cash flows for the years ended December 31, 2015 and 2014 and (ii) unaudited pro forma combined financial information
of Frontier and VSTO, after giving effect to the Verizon Transaction, as of and for the year ended December 31, 2015.

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SUMMARY DESCRIPTION OF THE EXCHANGE OFFER
On September 25, 2015, we completed the private placement of $1,000,000,000 aggregate principal amount of 8.875% Senior Notes due
2020, $2,000,000,000 aggregate principal amount of 10.500% Senior Notes due 2022 and $3,600,000,000 aggregate principal amount of
11.000% Senior Notes due 2025. As part of each offering, we entered into a registration rights agreement with the initial purchasers of each
series of the old notes. Pursuant to these registration rights agreements, we agreed, among other things, to file a registration statement and
deliver this prospectus to you and to use commercially reasonable efforts to complete an exchange offer of registered new notes for the old
notes. Below is a summary of the exchange offer.

Old 2020 Notes
8.875% Senior Notes due 2020, which were issued on September 25, 2015.

Old 2022 Notes
10.500% Senior Notes due 2022, which were issued on September 25, 2015.

Old 2025 Notes
11.000% Senior Notes due 2025, which were issued on September 25, 2015.

New 2020 Notes
8.875% Senior Notes due 2020, the issuance of which has been registered under the
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Securities Act. The form and terms of the new 2020 Notes are identical in all material
respects to those of the old 2020 Notes, except that the transfer restrictions, payment of
additional interest and registration rights relating to the old 2020 Notes do not apply to
the new 2020 Notes.

New 2022 Notes
10.500% Senior Notes due 2022, the issuance of which has been registered under the
Securities Act. The form and terms of the new 2022 Notes are identical in all material
respects to those of the old 2022 Notes, except that the transfer restrictions, payment of
additional interest and registration rights relating to the old 2022 Notes do not apply to
the new 2022 Notes.

New 2025 Notes
11.000% Senior Notes due 2025, the issuance of which has been registered under the
Securities Act. The form and terms of the new 2025 Notes are identical in all material
respects to those of the old 2025 Notes, except that the transfer restrictions, payment of
additional interest and registration rights relating to the old 2025 Notes do not apply to
the new 2025 Notes.

Exchange Offer for 2020 Notes
We are offering to issue up to $1,000,000,000 aggregate principal amount of new 2020
Notes in exchange for a like principal amount of old 2020 Notes to satisfy our
obligations under the registration rights agreement that was executed when the old 2020
Notes were issued in a transaction in reliance upon the exemptions from registration
provided by Rule 144A and Regulation S of the Securities Act.

Exchange Offer for 2022 Notes
We are offering to issue up to $2,000,000,000 aggregate principal amount of new 2022
Notes in exchange for a like principal amount of old 2022 Notes to satisfy our
obligations under the registration rights

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agreement that was executed when the old 2022 Notes were issued in a transaction in

reliance upon the exemptions from registration provided by Rule 144A and Regulation S
of the Securities Act.

Exchange Offer for 2025 Notes
We are offering to issue up to $3,600,000,000 aggregate principal amount of new 2025
Notes in exchange for a like principal amount of old 2025 Notes to satisfy our
obligations under the registration rights agreement that was executed when the old 2025
Notes were issued in a transaction in reliance upon the exemptions from registration
provided by Rule 144A and Regulation S of the Securities Act.

Expiration Date; Tenders
The exchange offer will expire at 5:00 p.m., New York City time, on May 26, 2016,
unless extended in our sole and absolute discretion. By tendering your old notes, you
represent to us that:

· you are not our "affiliate," as defined in Rule 405 under the Securities Act;

· any new notes you receive in the exchange offer are being acquired by you in the

ordinary course of your business;

· neither you nor anyone receiving new notes from you has any arrangement or

understanding with any person to participate in a distribution, as defined in the
Securities Act, of the new notes;

· you are not holding old notes that have, or are reasonably likely to have, the status of

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an unsold allotment in the initial offering; and

· if you are a broker-dealer that will receive new notes for your own account in
exchange for old notes that were acquired by you as a result of your market-making
or other trading activities, you will deliver a prospectus in connection with any resale

of the new notes you receive. For further information regarding resales of the new
notes by participating broker-dealers, see the discussion under the caption "Plan of
Distribution."

Withdrawal; Non-Acceptance
You may withdraw any old notes tendered in the exchange offer at any time prior to
5:00 p.m., New York City time, on May 26, 2016. If we decide for any reason not to
accept any old notes tendered for exchange, the old notes will be returned to the
registered holder at our expense promptly after the expiration or termination of the
exchange offer. In the case of the old notes tendered by book-entry transfer into the
exchange agent's account at The Depository Trust Company ("DTC") any withdrawn or
unaccepted old notes will be credited to the tendering holder's account at DTC. For
further information regarding the withdrawal of tendered old notes, see "The Exchange
Offer--Terms of the Exchange Offer; Period for Tendering Old Notes" and "The
Exchange Offer--Withdrawal Rights."

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, which we may waive. See the
discussion below under the caption "The Exchange Offer--Conditions to the Exchange
Offer" for more information regarding the conditions to the exchange offer.

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Procedures for Tendering the Old Notes
You must do one of the following on or prior to the expiration of the exchange offer to
participate in the exchange offer:

· tender your old notes by sending the certificates for your old notes, in proper form for
transfer, a properly completed and duly executed letter of transmittal, with any

required signature guarantees, and all other documents required by the letter of
transmittal, to The Bank of New York Mellon, as exchange agent, at one of the
addresses listed below under the caption "The Exchange Offer--Exchange Agent;" or

· tender your old notes by using the book-entry transfer procedures described below
and transmitting a properly completed and duly executed letter of transmittal, with
any required signature guarantees, or an agent's message instead of the letter of
transmittal, to the exchange agent. In order for a book-entry transfer to constitute a
valid tender of your old notes in the exchange offer, The Bank of New York Mellon,

as exchange agent, must receive a confirmation of book-entry transfer of your old
notes into the exchange agent's account at DTC prior to the expiration of the
exchange offer. For more information regarding the use of book-entry transfer
procedures, including a description of the required agent's message, see the
discussion below under the caption "The Exchange Offer--Book-Entry Transfers."

Special Procedures for Beneficial Owners
If you are a beneficial owner whose old notes are registered in the name of the broker,
dealer, commercial bank, trust company or other nominee and you wish to tender your
old notes in the exchange offer, you should promptly contact the person in whose name
the old notes are registered and instruct that person to tender on your behalf. If you wish
to tender in the exchange offer on your own behalf, prior to completing and executing
the letter of transmittal and delivering your old notes, you must either make appropriate
arrangements to register ownership of the old notes in your name or obtain a properly
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completed bond power from the person in whose name the old notes are registered.

Certain U.S. Federal Income Tax Considerations The exchange of the old notes for new notes in the exchange offer will not be a taxable
transaction for United States federal income tax purposes. See the discussion under the
caption "Certain U.S. Federal Income Tax Considerations" for more information
regarding the tax considerations of the exchange offer.

Use of Proceeds
We will not receive any proceeds from the exchange offer.

Exchange Agent
The Bank of New York Mellon is the exchange agent for the exchange offer. You can
find the address and telephone number of the exchange agent below under the caption
"The Exchange Offer--Exchange Agent."

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Resales
Based on interpretations by the staff of the SEC, as set forth in no-action letters issued
to third parties, we believe that the new notes you receive in the exchange offer may be
offered for resale, resold or otherwise transferred without compliance with the
registration and prospectus delivery provisions of the Securities Act. However, you will
not be able to freely transfer the new notes if:

· you are our "affiliate," as defined in Rule 405 under the Securities Act;

· you are not acquiring the new notes in the exchange offer in the ordinary course of

your business;

· you are engaged in or intend to engage in or have an arrangement or understanding

with any person to participate in the distribution, as defined in the Securities Act, of
the new notes you will receive in the exchange offer; or

· you are holding old notes that have or are reasonably likely to have the status of an

unsold allotment in the initial offering.

If you are an affiliate of ours, are engaged in or intend to engage in or have any

arrangement or understanding with any person to participate in the distribution of the
new notes:

· you cannot rely on the applicable interpretations of the staff of the SEC; and

· you must comply with the registration requirements of the Securities Act in

connection with any resale transaction.

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 accompanying letter of transmittal relating to 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 up to
180 days after the expiration date, we will make this prospectus available to any broker-
dealer for use in connection with any such resale. See "Plan of Distribution" for more
information.
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As a condition to participation in the exchange offer, each holder will be required to

represent that it is not our affiliate or a broker-dealer that acquired the old notes directly
from us.

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Registration Rights Agreements
When the old notes were issued, we entered into a registration rights agreement with the
initial purchasers of each series of the old notes. Under the terms of the registration
rights agreements, we agreed to use our commercially reasonable efforts to file with the
SEC and cause to become effective, a registration statement relating to an offer to
exchange the old notes for the new notes, and to consummate the exchange offer not
later than the 365th day following the date of consummation of the Verizon Transaction
(the "Exchange Date").
If neither (1) this exchange offer has been consummated on or prior to the Exchange
Date with respect to a series of old notes or (2) a shelf registration statement covering
resales of such series of old notes has been filed and been declared or otherwise become
effective on or prior to the Exchange Date (together, a "registration default"), then
additional interest will accrue on the aggregate principal amount of such series of old
notes from and including the date on which such registration default has occurred to but
excluding the date on which such registration default has been cured. Additional interest
will accrue at a rate of 0.25% for the first 90 day period after such date and thereafter it
will be increased by an additional 0.25% for each subsequent 90 day period that elapses,
provided that the aggregate increase in such annual interest rate may in no event exceed
0.50% per annum over the applicable rate of such series of old notes, i.e. 8.875%,
10.500% and 11.000% in respect of the old 2020 Notes, the old 2022 Notes and the old
2025 Notes, respectively.

A copy of each of the registration rights agreements is filed as an exhibit to the

registration statement of which this prospectus forms a part. See "Registration Rights."

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CONSEQUENCES OF NOT EXCHANGING OLD NOTES
If you do not exchange your old notes in the exchange offer, your old notes will continue to be subject to the restrictions on transfer
described in the legend on the certificate for your old notes. In general, you may offer or sell your old notes only:

· if they are registered under the Securities Act and applicable state securities laws;

· if they are offered or sold under an exemption from registration under the Securities Act and applicable state securities laws; or

· if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.
We do not currently intend to register the old notes under the Securities Act. Under some circumstances, however, holders of the old
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notes whose old notes are or were ineligible to be exchanged in the exchange offer may require us to file and cause to become effective, a
shelf registration statement covering resales of old notes by these holders. For more information regarding the consequences of not tendering
your old notes and our obligation to file a shelf registration statement, see "The Exchange Offer--Consequences of Exchanging or Failing to
Exchange Old Notes."

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SUMMARY DESCRIPTION OF THE NEW NOTES
The terms of the new notes and those of the outstanding old notes are substantially identical, except that the transfer restrictions,
additional interest and registration rights relating to the old notes do not apply to the new notes. For a more complete understanding of the
new notes, see "Description of the New Notes."

Issuer
Frontier Communications Corporation

Notes Offered
Up to $1,000,000,000 aggregate principal amount of 8.875% Senior Notes due 2020.

Up to $2,000,000,000 aggregate principal amount of 10.500% Senior Notes due 2022.

Up to $3,600,000,000 aggregate principal amount of 11.000% Senior Notes due 2025.

Maturity Dates
New 2020 Notes: September 15, 2020.

New 2022 Notes: September 15, 2022.

New 2025 Notes: September 15, 2025.

Interest Payment Dates
We will pay interest on each series of new notes semi-annually in arrears on March 15
and September 15 of each year, commencing September 15, 2016 for each series of new
notes.

Interest Rates
The new 2020 Notes will bear interest at 8.875% per year.

The new 2022 Notes will bear interest at 10.500% per year.

The new 2025 Notes will bear interest at 11.000% per year.

Ranking
The new notes of each series will be our senior unsecured obligations and will rank:

· equal in right of payment to all of our existing and future senior unsecured

indebtedness;

· effectively junior to all of our existing and future secured indebtedness to the

extent of the value of the assets securing such indebtedness;

· structurally junior to all existing and future indebtedness and other liabilities and

commitments of our subsidiaries (including trade payables and capital lease
obligations); and

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

indebtedness, if any.

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As of December 31, 2015, on a pro forma basis to give effect to the Verizon

Transaction, we and our subsidiaries would have had approximately $18.1 billion of
indebtedness. We also have access to a

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$750 million revolving credit facility (the "Revolving Credit Facility"), which is
currently undrawn. As of December 31, 2015, on a pro forma basis to give effect to the
Verizon Transaction, the notes would have ranked (i) effectively junior to
approximately $2.4 billion of secured indebtedness to the extent of the value of the
assets securing such indebtedness ($108 million of which was at our subsidiaries) and

(ii) structurally junior to approximately $2.7 billion of liabilities of our subsidiaries,
including approximately $661 million of indebtedness (including the $108 million of
secured indebtedness referenced above), $78 million with respect to a sale and leaseback
transaction accounted for as a secured financing obligation and capital lease obligations
of $29 million, and excluding deferred income tax liabilities and intercompany
liabilities.

Optional Redemption
At any time prior to June 15, 2020 (the date that is three months prior to the maturity
date of the new 2020 Notes), June 15, 2022 (the date that is three months prior to the
maturity date of the new 2022 Notes) and June 15, 2025 (the date that is three months
prior to the maturity date of the new 2025 Notes), we may redeem some or all of the
new notes of the applicable series at a price equal to 100% of the principal amount
thereof plus accrued and unpaid interest to, but not including, the date of redemption,
plus a make-whole premium as described under "Description of the New Notes--
Optional Redemption."

At any time on or after the date that is June 15, 2020 (the date that is three months prior
to the maturity date of the new 2020 Notes), June 15, 2022 (the date that is three months
prior to the maturity date of the new 2022 Notes) and June 15, 2025 (the date that is

three months prior to the maturity date of the new 2025 Notes), we may redeem some or
all of the notes of the applicable series at a price equal to 100% of the principal amount
thereof plus accrued and unpaid interest to, but not including, the date of redemption.

Change of Control
Following a Change of Control and Ratings Decline (each as defined herein) with
respect to a series of new notes, we will be required to offer to purchase all of the new
notes of such series at a purchase price equal to 101% of their respective principal
amount, plus accrued and unpaid interest to, but not including, the date of purchase. See
"Description of the New Notes--Repurchase of notes upon a Change of Control
Triggering Event."

Asset Disposition Offers
If we or any of our restricted subsidiaries sell certain assets and do not apply the net
proceeds in compliance with the supplemental indenture governing the applicable series
of notes, we will be required to make an offer to repurchase such series of new notes at
a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest,
if any, to the date of repurchase. See "Description of the New Notes--Repurchase at the
option of holders--Asset sales."

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Covenants
The indenture contains covenants that limit our ability and each of our restricted
subsidiaries' ability to:

· incur additional indebtedness, guarantee indebtedness or issue preferred stock;

· create liens;

· pay dividends, make certain investments or make other restricted payments;

· enter into mergers, consolidations, or transfer or sell all or substantially all of our

assets;

· pay dividends on, or make distributions in respect of, or redeem or repurchase, capital

stock;

· make certain asset sales;

· enter into restrictions affecting the ability of our restricted subsidiaries to make

distributions, loans or advances to us or other restricted subsidiaries; and

· engage in transactions with affiliates.

These covenants are subject to important limitations and exceptions, which are described
under "Description of the New Notes--Certain covenants." In addition, certain of these
covenants will be suspended with respect to a series of notes at any time after the notes
of such series achieve investment grade ratings by at least two of Moody's, S&P or
Fitch, provided at such time no default or event of default has occurred and is

continuing. See ``Description of the New Notes--Certain covenants--Covenant
suspension.'' If one or more of the rating agencies that had assigned an investment grade
rating withdraw their investment grade rating or downgrade the rating assigned to the
notes of a series below an investment grade rating and as a result less than two rating
agencies have assigned an investment grade rating, then the suspended covenants will be
reinstated.

Use of Proceeds
We will not receive any proceeds from the exchange offer. Any old notes that are
properly tendered and exchanged pursuant to the exchange offer will be retired and
cancelled.

Absence of Established Market for the New Notes The new notes generally will be freely transferable but will also be new securities for
which there is no established market. Accordingly, a liquid market for the new notes
may not develop or be maintained. We have not applied, and do not intend to apply, for
the listing of the new notes on any exchange or automated dealer quotation system.
Accordingly, there can be no assurance as to the development or liquidity of any market
for any series of new notes.

Risk Factors
Tendering your old notes in the exchange offer involves risks. You should carefully
consider the information set forth in this prospectus and, in particular, should evaluate
the specific factors set forth in the

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http://www.sec.gov/Archives/edgar/data/20520/000119312516563844/d160128d424b3.htm[4/28/2016 5:13:30 PM]

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