Obligation VeriCom 3.5% ( US92343VBC72 ) en USD

VeriCom

100 % ▼

Etas-Unis

US92343VBC72 ( en USD )

3.5% par an ( paiement semestriel )

01/11/2021 - Obligation échue

Prospectus brochure de l'obligation Verizon Communications US92343VBC72 en USD 3.5%, échue

1 000 USD

1 850 000 000 USD

92343VBC7

N/A

Verizon Communications est une société américaine de télécommunications offrant des services sans fil, Internet haut débit fixe et télévision par câble à des clients résidentiels et commerciaux aux États-Unis et dans certains pays internationaux.

Verizon Communications (US92343VBC72, CUSIP 92343VBC7) a remboursé le 1er novembre 2021 une émission obligataire de 1 850 000 000 USD, libellée en USD, au taux de 3,5%, avec un prix de marché à l'échéance de 100%, échéance minimum à l'achat de 1000 USD et une fréquence de paiement semestrielle.

Prospectus Supplement
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424B2 1 d219428d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
PROSPECTUS SUPPLEMENT
Filed Pursuant to Rule 424(b)(2)
(To Prospectus Dated October 27, 2011)

Registration Statement No. 333-173000
$750,000,000 1.25% Notes due 2014
$1,250,000,000 2.00% Notes due 2016
$1,850,000,000 3.50% Notes due 2021
$750,000,000 4.75% Notes due 2041

We are offering $750,000,000 of our notes due 2014, $1,250,000,000 of our notes due 2016, $1,850,000,000 of our notes due 2021
and $750,000,000 of our notes due 2041. The notes due 2014 will bear interest at the rate of 1.25%, the notes due 2016 will bear
interest at the rate of 2.00%, the notes due 2021 will bear interest at the rate of 3.50% and the notes due 2041 will bear interest at the
rate of 4.75%.
Interest on the notes due 2014 is payable on May 3 and November 3 of each year, beginning on May 3, 2012. Interest on the notes due
2016, the notes due 2021 and the notes due 2041 is payable on May 1 and November 1 of each year, beginning on May 1, 2012. The
notes due 2014 will mature on November 3, 2014, the notes due 2016 will mature on November 1, 2016, the notes due 2021 will
mature on November 1, 2021 and the notes due 2041 will mature on November 1, 2041. We may redeem the notes due 2014, the notes
due 2016, the notes due 2021 and the notes due 2041, in whole or in part, at any time prior to maturity at redemption prices to be
determined using the procedure described in this prospectus supplement.
The notes will be our senior obligations and will rank on a parity with all of our existing and future unsecured and unsubordinated
indebtedness.

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

Per Note
Per Note
Per Note
Per Note

due 2014
Total
due 2016
Total
due 2021
Total
due 2041
Total

Public Offering
Price(1)
99.938% $749,535,000 99.373% $1,242,162,500 99.208% $1,835,348,000 99.068% $743,010,000
Underwriting
Discount
0.250%
$ 1,875,000 0.350% $
4,375,000 0.450% $
8,325,000 0.750% $ 5,625,000
Proceeds to Verizon
Communications
Inc. (before
expenses)
99.688% $747,660,000 99.023% $1,237,787,500 98.758% $1,827,023,000 98.318% $737,385,000
(1) Plus accrued interest, if any, from November 3, 2011 to date of delivery.

The underwriters are severally underwriting the notes being offered. The underwriters expect to deliver the notes in book-entry form
only through the facilities of The Depository Trust Company and its participants, including Euroclear, S.A./N.V., as operator of the
Euroclear System, and Clearstream Banking, société anonyme, against payment in New York, New York on or about November 3,
2011.

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Joint Book-Running Managers

Credit Suisse

Morgan Stanley

UBS Investment Bank
Deutsche Bank Securities

RBC Capital Markets
Senior Co-Managers

Barclays Capital
BofA Merrill Lynch
Citigroup
Goldman, Sachs & Co.
J.P. Morgan
Mitsubishi UFJ Securities RBS

Wells Fargo Securities
Co-Managers

Mizuho Securities

Santander
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

About this Prospectus Supplement
S-2
Use of Proceeds
S-2
Description of the Notes
S-2
Certain United States Federal Income Tax Considerations
S-4
Underwriting
S-7
PROSPECTUS

About this Prospectus
2

Where You Can Find More Information
3

Verizon Communications
3

Ratios of Earnings to Fixed Charges
4

Use of Proceeds
4

Description of Capital Stock
4

Description of the Debt Securities
5

Clearing and Settlement
9

Experts
11
Legal Matters
11
Plan of Distribution
12
ABOUT THIS PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the prospectus that follows carefully before you invest. Both documents
contain important information you should consider when making your investment decision. This prospectus supplement contains
information about the specific notes being offered and the prospectus contains information about our debt securities generally. This
prospectus supplement may add, update or change information in the prospectus. You should rely only on the information provided or
incorporated by reference in this prospectus supplement and the prospectus. The information in this prospectus supplement is accurate
as of October 27, 2011. We have not authorized anyone else to provide you with different information.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the notes for the retirement prior to maturity of all or a portion of the $600,000,000
of 6.875% notes due 2012 issued by Verizon Communications Inc., $1,000,000,000 of 7.375% notes due 2012 issued by Verizon
Communications Inc., $350,000,000 of 6.125% notes due 2013 issued by our subsidiary, Verizon Florida LLC, $500,000,000 of
6.125% notes due 2012 issued by our subsidiary, Verizon Maryland Inc., and $1,000,000,000 of 6.875% notes due 2012 issued by
our subsidiary, Verizon New York Inc. and for the repayment of commercial paper. Our commercial paper outstanding at October 25,
2011 was approximately $1,760,000,000 at an average interest rate of 0.37%.
DESCRIPTION OF THE NOTES
Principal Amount, Maturity and Interest
We are offering $750,000,000 of our notes due 2014 which will mature on November 3, 2014, $1,250,000,000 of our notes due 2016
which will mature on November 1, 2016, $1,850,000,000 of our notes due 2021 which will mature on November 1, 2021 and
$750,000,000 of our notes due 2041 which will mature on November 1, 2041.
We will pay interest on the notes due 2014 at the rate of 1.25% per annum on May 3 of each year to holders of record on the
preceding April 18, and on November 3 of each year to holders of record on the preceding October 18. We will pay interest on the
notes due 2016 at the rate of 2.00% per annum, interest on the notes due 2021 at the rate of 3.50% per annum and interest on the notes
due 2041 at the rate of 4.75% per annum, in each

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case, on May 1 of each year to holders of record on the preceding April 15, and on November 1 of each year to holders of record on
the preceding October 15. If interest or principal on the notes is payable on a Saturday, Sunday or any other day when banks are not
open for business in The City of New York, we will make the payment on the next business day, and no interest will accrue as a result
of the delay in payment. The first interest payment date on the notes due 2014 is May 3, 2012. The first interest payment date on the
notes due 2016, the notes due 2021 and the notes due 2041 is May 1, 2012. Interest on the notes due 2014, the notes due 2016, the
notes due 2021 and the notes due 2041 will accrue from November 3, 2011, and will accrue on the basis of a 360-day year consisting
of 12 months of 30 days.
We may issue additional notes due 2014, notes due 2016, notes due 2021 and notes due 2041 in the future.
Form
The notes will only be issued in book-entry form, which means that the notes of each series will be represented by one or more
permanent global certificates registered in the name of The Depository Trust Company, New York, New York, commonly known as
DTC, or its nominee. You may hold interests in the notes directly through DTC, Euroclear Bank, S.A./N.V., commonly known as
Euroclear, or Clearstream Banking, société anonyme, Luxembourg, commonly known as Clearstream, if you are a participant in any
of these clearing systems, or indirectly through organizations which are participants in these systems. Links have been established
among DTC, Clearstream and Euroclear to facilitate the issuance of the notes and cross-market transfers of the notes associated with
secondary market trading. DTC is linked indirectly to Clearstream and Euroclear through the depositary accounts of their respective
U.S. depositaries. Beneficial interests in the notes may be held in minimum denominations of $2,000 and integral multiples of $1,000
in excess of $2,000. Notes of each series in book-entry form that can be exchanged for definitive notes of the applicable series under
the circumstances described in the accompanying prospectus under the caption "CLEARING AND SETTLEMENT" will be
exchanged only for definitive notes of the applicable series issued in minimum denominations of $2,000 and multiples of $1,000 in
excess of $2,000.
Redemption
We have the option to redeem any of the notes due 2014, the notes due 2016, the notes due 2021 or the notes due 2041 on not less than
30 nor more than 60 days' notice, in whole or in part, at any time prior to maturity, at a redemption price equal to the greater of:
(1) 100% of the principal amount of the notes being redeemed, or
(2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed
(exclusive of interest accrued to the date of redemption), as the case may be, discounted to the date of redemption on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points for the notes due 2014,
the Treasury Rate plus 20 basis points for the notes due 2016, the Treasury Rate plus 25 basis points for the notes due 2021 and the
Treasury Rate plus 30 basis points for the notes due 2041,
plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the date of redemption.
The "Treasury Rate" will be determined on the third business day preceding the date of redemption and means, with respect to any
date of redemption:
(1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently
published statistical release published by the Board of Governors of the Federal Reserve System designated as "Statistical Release
H. 15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities," for the

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maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life,
yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the
Treasury Rate will be interpolated or extrapolated from those yields on a straight-line basis, rounding to the nearest month), or
(2) if that release (or any successor release) is not published during the week preceding the calculation date or does not contain
those yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a
maturity comparable to the remaining term, referred to as the Remaining Life, of the notes due 2014, the notes due 2016, the notes due
2021 or the notes due 2041, as the case may be, to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the
notes due 2014, the notes due 2016, the notes due 2021 or the notes due 2041, as the case may be.
"Independent Investment Banker" means an independent investment banking or commercial banking institution of national standing
appointed by us.
"Comparable Treasury Price" means (1) the average of three Reference Treasury Dealer Quotations for that date of redemption, or
(2) if the Independent Investment Banker is unable to obtain three Reference Treasury Dealer Quotations, the average of all quotations
obtained.
"Reference Treasury Dealer" means (1) any independent investment banking or commercial banking institution of national standing
and any of its successors appointed by us, provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in the United States, referred to as a Primary Treasury Dealer, we shall substitute therefor another
Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker and approved in
writing by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any date of redemption, the
average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 3:30 p.m.,
New York City time, on the third business day preceding the date of redemption.
In addition, we may at any time purchase the notes due 2014, the notes due 2016, the notes due 2021 or the notes due 2041 by tender,
in the open market or by private agreement, subject to applicable law.
Additional Information
See "DESCRIPTION OF THE DEBT SECURITIES" in the accompanying prospectus for additional important information about the
notes. That information includes:

·
additional information about the terms of the notes;

·
general information about the indenture and the trustee;

·
a description of certain restrictions; and

·
a description of events of default under the indenture.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain U.S. federal income tax considerations relevant to the purchase, ownership and disposition of
the notes under current law (which is subject to change, possibly on a retroactive basis). The summary applies only to holders who
are beneficial owners of the notes who purchase the notes in the original

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offering at the initial offering prices indicated in this prospectus supplement and own the notes as capital assets. The summary does
not purport to be a complete analysis of all the potential U.S. federal income tax consequences relating to the purchase, ownership
and disposition of the notes and does not address the U.S. federal income tax consequences to holders that are subject to special
treatment, including:

·
dealers in securities or currencies;

·
insurance companies;

·
financial institutions or "financial services institutions;"

·
thrifts;

·
tax-exempt entities;

·
regulated investment companies;

·
real estate investment trusts;

·
brokers or dealers;

·
persons who hold notes as part of a straddle, hedge, conversion transaction, or other integrated investment;

·
traders in securities that elect to use a mark-to-market method of accounting;

·
persons subject to alternative minimum tax;

·
U.S. Holders (as defined below) that have a "functional currency" other than the United States dollar;

·
certain expatriates or former long-term residents of the United States; or

·
partnerships or pass-through entities or investors in partnerships or pass-through entities that hold the notes.
This summary does not address the effect of any state or local income or other tax laws, any U.S. federal estate and gift tax laws, the
Medicare tax on net investment income, any foreign tax laws, or any tax treaties.
For purposes of the following discussion, "U.S. Holder" means a beneficial owner of a note who is for U.S. federal income tax
purposes:

·
an individual citizen or resident of the United States;

·
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or

under the laws of the United States or of any state or political subdivision thereof or therein, including the District of
Columbia;

·
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

·
a trust with respect to which (i) a court within the United States is able to exercise primary supervision over its
administration and (ii) one or more U.S. persons have the authority to control all of its substantial decisions, or certain

trusts that were in existence on August 19, 1996, were treated as domestic trusts on that date and have made valid elections
to be treated as U.S. persons for U.S. federal income tax purposes.
For purposes of the following discussion, "Non-U.S. Holder" means any beneficial owner of the notes that is not a U.S. Holder.

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Circular 230 Disclosure
TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED
THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS PROSPECTUS SUPPLEMENT IS NOT INTENDED OR
WRITTEN BY US TO BE RELIED UPON, AND CANNOT BE RELIED UPON BY HOLDERS FOR THE PURPOSE OF
AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS UNDER THE UNITED STATES INTERNAL REVENUE
CODE OF 1986; (B) SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE
TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS SHOULD SEEK ADVICE BASED ON THEIR
PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
U.S. Holders
Taxation of Interest. We will treat the interest payable on the notes as "qualified stated interest." Accordingly, interest payable on the
notes generally will be included in a U.S. Holder's gross income as ordinary income in accordance with the holder's regular method
of tax accounting.
Sale, Exchange, Redemption or Other Taxable Disposition. Upon a sale, exchange or other taxable disposition of the notes, the
U.S. Holder will recognize a gain or loss equal to the difference, if any, between the amount realized and the holder's adjusted tax
basis in the notes. The amount of any proceeds attributable to accrued but unpaid interest will not be taken into account in computing
the holder's gain or loss. Instead, that portion will be recognized as ordinary income to the extent that the holder has not previously
included the accrued interest in income.
A gain or loss recognized generally will be treated as a capital gain or loss and generally will be treated as a long- term capital gain
or loss if, at the time of the sale or exchange, the holder has held the notes for more than one year. Non-corporate taxpayers are
subject to a reduced tax rate on their long-term capital gains. All taxpayers are subject to certain limitations on the deductibility of
their capital losses.
Non-U.S. Holders
U.S. Federal Withholding Tax. U.S. federal withholding tax will not apply to any payment made to a Non-U.S. Holder of principal or
interest on the notes, provided that:

·
the holder does not own 10% or more of the total combined voting power of all classes of our voting stock for U.S. federal

income tax purposes;

·
the holder is not a controlled foreign corporation that is related to us through stock ownership; and

·
the holder (a) provides a properly executed Internal Revenue Service, referred to as the IRS, Form W-8BEN (or a suitable
substitute form), and certifies, under penalties of perjury, that it is not a U.S. person or (b) holds the notes through a

qualified intermediary or withholding foreign partnership that has entered into a withholding agreement with the IRS or
through a clearing organization or other financial institution and, in each case, certain certification requirements are
satisfied.
Interest payments that are effectively connected with the conduct of a trade or business by a Non-U.S. Holder within the United States
are not subject to the U.S. federal withholding tax, but instead are subject to U.S. federal income tax, as described below.
If a Non-U.S. Holder cannot satisfy the requirements described above, payments of interest will be subject to the 30% U.S. federal
withholding tax subject to reduction under any applicable tax treaty.
United States Federal Income Tax. If a Non-U.S. Holder is engaged in a trade or business in the United States and interest on the
notes is effectively connected with the conduct of that trade or business, the holder will be subject to U.S. federal income tax (but not
withholding tax) on that interest on a net income basis in the same

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manner as if it were a U.S. person. In addition, in certain circumstances, if the Non-U.S. Holder is a foreign corporation, it may be
subject to a 30% (or, if a tax treaty applies, a lower rate as provided) branch profits tax.
Any gain or income realized by a Non-U.S. Holder on the disposition of the notes will generally not be subject to U.S. federal income
tax unless:

·
the gain or income is effectively connected with its conduct of a trade or business in the United States; or

·
the holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition

and certain other conditions are met.
Information Reporting and Backup Withholding
Information reporting to the IRS may be required with respect to payments of principal or interest on the notes and payments of
proceeds of the disposition of the notes to holders other than corporations and other exempt recipients. A "backup" withholding tax
may apply to those payments that are subject to information reporting if the holder fails to provide certain required documentation to
the payor. Non-U.S. Holders may be required to comply with certification procedures to establish that they are not U.S. Holders in
order to avoid information reporting and backup withholding. Holders should consult their tax advisors about the procedures for
obtaining an exemption from backup withholding. Amounts withheld under the backup withholding rules will be refunded or allowed
as a credit against a holder's U.S. federal income tax liabilities if the required information is furnished to the IRS.
UNDERWRITING
Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and UBS Securities LLC are acting as representatives of the several
underwriters for the notes.
Subject to the terms and conditions stated in the purchase agreement dated the date of this prospectus supplement, each underwriter
named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the principal amount of notes due
2014, notes due 2016, notes due 2021 and notes due 2041 set forth opposite the underwriter's name.

Principal
Principal
Principal
Principal
Amount
Amount
Amount
Amount
of Notes due
of Notes due
of Notes due
of Notes due
Underwriters

2014

2016

2021

2041

Credit Suisse Securities (USA) LLC

$ 97,500,000 $ 162,500,000 $ 240,500,000 $ 97,500,000
Morgan Stanley & Co. LLC

97,500,000

162,500,000

240,500,000

97,500,000

UBS Securities LLC

97,500,000

162,500,000

240,500,000

97,500,000

Deutsche Bank Securities Inc.

82,500,000

137,500,000

203,500,000

82,500,000

RBC Capital Markets, LLC

82,500,000

137,500,000

203,500,000

82,500,000

Barclays Capital Inc.

30,000,000

50,000,000

74,000,000

30,000,000

Citigroup Global Markets Inc

30,000,000

50,000,000

74,000,000

30,000,000

Goldman, Sachs & Co.

30,000,000

50,000,000

74,000,000

30,000,000

J.P. Morgan Securities LLC

30,000,000

50,000,000

74,000,000

30,000,000

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

30,000,000

50,000,000

74,000,000

30,000,000

Mitsubishi UFJ Securities (USA), Inc.

30,000,000

50,000,000

74,000,000

30,000,000

RBS Securities Inc.

30,000,000

50,000,000

74,000,000

30,000,000

Wells Fargo Securities, LLC

30,000,000

50,000,000

74,000,000

30,000,000

Mizuho Securities USA Inc.

15,000,000

25,000,000

37,000,000

15,000,000

Santander Investment Securities Inc.

15,000,000

25,000,000

37,000,000

15,000,000

CastleOak Securities, L.P.

5,625,000

9,375,000

13,875,000

5,625,000

Lebenthal & Co., LLC

5,625,000

9,375,000

13,875,000

5,625,000

Muriel Siebert & Co., Inc.

5,625,000

9,375,000

13,875,000

5,625,000

The Williams Capital Group, L.P.

5,625,000

9,375,000

13,875,000

5,625,000

Total

$750,000,000 $1,250,000,000 $1,850,000,000 $750,000,000

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The purchase agreement provides that the obligations of the underwriters to purchase the notes included in this offering are subject to
approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all of the notes if they
purchase any of the notes.
The underwriters propose to offer the notes directly to the public at the public offering prices set forth on the cover page of this
prospectus supplement and may offer the notes to dealers at the public offering prices less a concession not to exceed 0.150% of the
principal amount of the notes due 2014, 0.200% of the principal amount of the notes due 2016, 0.300% of the principal amount of the
notes due 2021 and 0.450% of the principal amount of the notes due 2041. The underwriters may allow, and dealers may reallow, a
concession not to exceed 0.100% of the principal amount of the notes due 2014, 0.100% of the principal amount of the notes due
2016, 0.125% of the principal amount of the notes due 2021 and 0.225% of the principal amount of the notes due 2041 on sales to
other dealers. After the initial offering of the notes to the public, the representatives, on behalf of the underwriters, may change the
public offering prices and concessions.
The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this
offering (expressed as a percentage of the principal amount of each series of the notes).

Paid by Verizon

Communications
Per note due 2014

0.250%
Per note due 2016

0.350%
Per note due 2021

0.450%
Per note due 2041

0.750%
Each series of notes will constitute a new class of securities with no established trading market. The underwriters have advised us
that they currently intend to make a market in the notes. However, they are not obligated to do so and they may discontinue market-
making activities with respect to the notes at any time without notice. Accordingly, we cannot assure you as to the liquidity of, or the
trading market for, the notes.
It is expected that delivery of the notes will be made against payment therefor on or about the closing date specified on the cover page
of this prospectus supplement, which will be the fifth business day following the date of this prospectus supplement (this settlement
cycle being referred to as T+5). Under Rule 15c6-1 promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, trades in the secondary market are generally required to settle in three business days, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of this prospectus supplement
or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an
alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.
In connection with this offering, the representatives, on behalf of the underwriters, may over-allot notes or effect transactions with a
view to supporting the market price of the notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the representatives, on behalf of the underwriters, will undertake stabilization action. Any stabilization action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the notes is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant notes and 60 days after the
date of the allotment of the relevant notes. Any stabilization action or over-allotment must be conducted by the representatives, on
behalf of the underwriters, in accordance with all applicable laws and rules.
Over-allotment involves syndicate sales of the notes in excess of the principal amount of notes to be purchased by the underwriters in
the offering, which creates a syndicate short position. Syndicate covering transactions involve purchase of the notes in the open
market after the distribution has been completed in order to cover syndicate short positions. Stabilizing transactions consist of certain
bids or purchases of notes made for the purpose of preventing or retarding a decline in the market price of the notes while the offering
is in progress.

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Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/732712/000119312511285749/...
Table of Contents
The representatives, on behalf of the underwriters, also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a
selling concession from a syndicate member when the representatives, in covering syndicate short positions or making stabilizing
purchases, repurchase notes originally sold by that syndicate member.
Any of these activities may have the effect of preventing or retarding a decline in the market price of the notes. They may also cause
the price of the notes to be higher than the price that otherwise would exist in the open market in the absence of these transactions. The
underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters commence any of these
transactions, they may discontinue them at any time.
In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a relevant
member state), each underwriter has represented and agreed that, with effect from and including the date on which the Prospectus
Directive is implemented in that relevant member state (the relevant implementation date), it has not made and will not make an offer
of notes to the public in that relevant member state prior to the publication of a prospectus in relation to such offer that has been
approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state
and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive, except that, it
may, with effect from and including the relevant implementation date, make an offer of notes in that relevant member state at any time:

·
to any legal entity which is a qualified investor as defined in the Prospectus Directive;

·
to fewer than 100, or, if the relevant member state has implemented the relevant provisions of the 2010 PD Amending
Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) as permitted

under the Prospectus Directive, subject to obtaining the prior consent of the representatives, on behalf of the underwriters,
for any such offer; or

·
in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer shall require us to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in any relevant member state
means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered
so as to enable an investor to decide to purchase or subscribe the notes, as the expression may be varied in that relevant member state
by any measure implementing the Prospectus Directive in that relevant member state, the expression "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant
member state) and includes any relevant implementing measure in the relevant member state and the expression "2010 PD Amending
Directive" means Directive 2010/73/EU.
Each underwriter has represented and agreed that:

·
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and

Markets Act 2000, as amended (the "FSMA")), received by it in connection with the issue or sale of the notes in
circumstances in which Section 21(1) of the FSMA does not apply to the issuer; and

·
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation

to the notes in, from or otherwise involving the United Kingdom.
We estimate that our total expenses for this offering will be approximately $1,220,000.

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