Obligation VeriCom 0% ( US92343VCA08 ) en USD

VeriCom

100.01 % ▲

Etats-unis

US92343VCA08 ( en USD )

17/06/2019 - Obligation échue

Prospectus brochure de l'obligation Verizon Communications US92343VCA08 en USD 0%, échue

2 000 USD

500 000 000 USD

92343VCA0

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.

L'Obligation émise par VeriCom ( Etats-unis ) , en USD, avec le code ISIN US92343VCA08, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/06/2019

Prospectus Supplement
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424B2 1 d689121d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-190954
CALCULATION OF REGISTRATION FEE

Proposed
Amount
Proposed
Maximum
Title of each class of
to be
Maximum Offering
Aggregate
Amount of
securities to be registered

Registered

Price per unit

Offering Price
Registration Fee(1)

US$
US$
US$
US$
$500,000,000 Floating Rate Notes due 2019

500,000,000 100.000%
500,000,000

64,400.00
$500,000,000 2.55% Notes due 2019

500,000,000 99.880%

499,400,000

64,322.72
$1,000,000,000 3.45% Notes due 2021
1,000,000,000 99.982%

999,820,000 128,776.82
$1,250,000,000 4.15% Notes due 2024
1,250,000,000 99.838%

1,247,975,000 160,739.18
$1,250,000,000 5.05% Notes due 2034
1,250,000,000 99.925%

1,249,062,500 160,879.25

(1) Calculated in accordance with Rule 457(r) of the US Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 10, 2014)

$500,000,000 Floating Rate Notes due 2019
$500,000,000 2.55% Notes due 2019
$1,000,000,000 3.45% Notes due 2021
$1,250,000,000 4.15% Notes due 2024
$1,250,000,000 5.05% Notes due 2034

We are offering $500,000,000 of our floating rate notes due 2019 (the "floating rate notes"), $500,000,000 of our notes due 2019 (the "notes due 2019"),
$1,000,000,000 of our notes due 2021 (the "notes due 2021"), $1,250,000,000 of our notes due 2024 (the "notes due 2024") and $1,250,000,000 of our notes due 2034
(the "notes due 2034" and, together with the floating rate notes, the notes due 2019, the notes due 2021 and the notes due 2024, the "notes"). The floating rate notes will bear
interest at a rate equal to LIBOR plus 0.77%, which rate will be reset quarterly. The notes due 2019 will bear interest at the rate of 2.55% per year, the notes due 2021 wil
bear interest at the rate of 3.45% per year, the notes due 2024 will bear interest at the rate of 4.15% per year and the notes due 2034 will bear interest at the rate of 5.05% per
year.
Interest on the floating rate notes is payable quarterly on March 17, June 17, September 17 and December 17 of each year, beginning on June 17, 2014. Interest on the
notes due 2019 is payable on June 17 and December 17 of each year, beginning on June 17, 2014. Interest on the notes due 2021, the notes due 2024 and the notes due 2034
is payable on March 15 and September 15 of each year, beginning on September 15, 2014. The floating rate notes will mature on June 17, 2019. The notes due 2019 wil
mature on June 17, 2019, the notes due 2021 will mature on March 15, 2021, the notes due 2024 will mature on March 15, 2024 and the notes due 2034 will mature on
March 15, 2034. We may not redeem the floating rate notes prior to maturity. We may redeem the notes due 2019, the notes due 2021, the notes due 2024 and the notes due
2034, 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 under "Description of
the Notes--Redemption."
The notes will be our senior unsecured obligations and will rank equally with all of our unsecured and unsubordinated indebtedness.

Neither the U.S. 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.

Public
Proceeds to Verizon
Offering
Underwriting
Communications Inc.

Price (1)

Discount
(before expenses)
Per Floating Rate Note

100.000%

0.35%

99.650%
Total

$ 500,000,000
$ 1,750,000
$
498,250,000
Per Note due 2019

99.880%

0.35%

99.530%
Total

$ 499,400,000
$ 1,750,000
$
497,650,000
Per Note due 2021

99.982%

0.40%

99.582%
Total

$ 999,820,000
$ 4,000,000
$
995,820,000
Per Note due 2024

99.838%

0.45%

99.388%
Total

$1,247,975,000
$ 5,625,000
$
1,242,350,000
Per Note due 2034

99.925%

0.75%

99.175%
Total

$1,249,062,500
$ 9,375,000
$
1,239,687,500

(1) Plus accrued interest, if any, from March 17, 2014 to the date of delivery.

The underwriters are severaly underwriting the notes being offered. The underwriters expect to deliver the notes in book-entry form only through the facilities of The
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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 March 17, 2014.

Joint Book-Running Managers

Citigroup

Mitsubishi UFJ Securities

RBC Capital Markets
Wells Fargo Securities
Goldman, Sachs & Co.

UBS Investment Bank
Senior Co-Managers

Barclays

BofA Merrill Lynch

J.P. Morgan
Morgan Stanley
Co-Managers
BNY Mellon Capital Markets, LLC

C.L. King & Associates

Mischler Financial Group, Inc.

PNC Capital Markets LLC
Ramirez & Co., Inc.

SMBC Nikko

The Williams Capital Group, L.P.

US Bancorp
March 10, 2014
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TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

About This Prospectus Supplement
S-i
Use of Proceeds
S-1
Description of the Notes
S-1
U.S. Federal Income Tax Considerations
S-5
Underwriting
S-9
PROSPECTUS

About This Prospectus
1
Where You Can Find More Information
2
Disclosure Regarding Forward-Looking Statements
2
Verizon Communications
3
Ratios of Earnings to Fixed Charges
3
Use of Proceeds
3
Description of Capital Stock
3
Description of the Debt Securities
4
Clearing and Settlement
8
Experts
11
Legal Matters
11
Plan of Distribution
11
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 March 10, 2014. We have not authorized anyone else to provide you with different information.
To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the
information contained in the accompanying prospectus, on the other hand, the information contained in this prospectus supplement
shall control. If any statement in this prospectus supplement conflicts with any statement in a document which we have incorporated
by reference, then you should consider only the statement in the more recent document.
In this prospectus supplement, "we," "our," "us" and "Verizon" refer to Verizon Communications Inc. and its consolidated
subsidiaries.

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USE OF PROCEEDS
We intend to use the net proceeds from the sale of the notes for the purchase of notes that are validly tendered in connection with
the tender offers commenced by us on March 10, 2014, for the Cellco Partnership and Verizon Wireless Capital LLC 8.50% notes due
2018, Verizon Communications 8.75% notes due 2018, Alltel Corporation 7.00% debentures due 2016, Verizon Communications
5.55% notes due 2016, Verizon Communications 5.50% notes due 2017, GTE Corporation 6.84% debentures due 2018, Verizon
Communications 6.10% notes due 2018 and Verizon Communications 5.50% notes due 2018, subject to the terms and conditions
specified in the related offer to purchase. To the extent that the net proceeds from the sale of notes exceed the aggregate purchase
price of the notes to be purchased in the tender offers, we will use the remaining proceeds for general corporate purposes.
DESCRIPTION OF THE NOTES
Principal Amount, Maturity and Interest for the floating rate notes
We are offering $500,000,000 of our floating rate notes due 2019 which will mature on June 17, 2019.
We will pay interest on the floating rate notes at a rate per annum equal to LIBOR plus 0.77%, which rate will be reset quarterly
as described below. We will pay interest on the floating rate notes quarterly in arrears on each March 17, June 17, September 17
and December 17, beginning June 17, 2014, each an "interest payment date."
If any interest payment date falls on a day that is not a business day, as defined below, we will make the interest payment on the
next succeeding business day unless that business day is in the next succeeding calendar month, in which case (other than in the case
of the interest payment date on the maturity date) we will make the interest payment on the immediately preceding business day.
Interest on the floating rate notes will be computed on the basis of a 360-day year and the actual number of days elapsed.
Interest on the floating rate notes will accrue from, and including, March 17, 2014, to, but excluding, the first interest payment
date and then from, and including, the immediately preceding interest payment date to which interest has been paid or duly provided
for to, but excluding, the next interest payment date or the maturity date, as the case may be. We refer to each of these periods as an
"interest period." The amount of accrued interest that we will pay for any interest period can be calculated by multiplying the face
amount of the floating rate notes by an accrued interest factor. This accrued interest factor is computed by adding the interest factor
calculated for each day from March 17, 2014, or from the last interest payment date to which interest has been paid or duly provided
for, to the date for which accrued interest is being calculated. The interest factor for each day is computed by dividing the interest rate
applicable to that day by 360. If the maturity date of the floating rate notes falls on a day that is not a business day, we will pay
principal and interest on the next succeeding business day, but we will consider that payment as being made on the date that the
payment was due. Accordingly, no interest will accrue on the payment for the period from and after the maturity date to the date we
make the payment on the next succeeding business day. Interest on the floating rate notes on any interest payment date, subject to
certain exceptions, will be paid to the person in whose name the floating rate notes are registered at the close of business on March 3,
June 3, September 3 and December 3, as applicable, whether or not a business day, immediately preceding the interest payment date.
However, interest that we pay on the maturity date will be payable to the person to whom the principal will be payable.
When we use the term "business day" with respect to the floating rate notes, we mean any day, other than a Saturday or a Sunday,
that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order
to close in The City of New York; provided that such day is also a London business day. "London business day" means any day on
which commercial banks are open for business, including dealings in U.S. dollars, in London.

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The interest rate on the floating rate notes will be calculated by the calculation agent, which will be an independent investment
banking or commercial banking institution of international standing appointed by us, and will be equal to LIBOR plus 0.77%, except
that the interest rate in effect for the period from March 17, 2014 to but excluding June 17, 2014, the initial interest reset date, as
defined below, will be established by us as the rate for deposits in U.S. dollars having a maturity of three months
commencing March 17, 2014 that appears on the Designated LIBOR Page, as defined below, as of 11:00 a.m., London time,
on March 13, 2014, plus 0.77%. The calculation agent will reset the interest rate on each interest payment date, each of which we
refer to as an "interest reset date." The second London business day preceding an interest reset date will be the "interest
determination date" for that interest reset date. The interest rate in effect on each day that is not an interest reset date will be the
interest rate determined as of the interest determination date pertaining to the immediately preceding interest reset date, except that the
interest rate in effect for the period from and including March 17, 2014 to but excluding the initial interest reset date will be the initial
interest rate. The interest rate in effect on any day that is an interest reset date will be the interest rate determined as of the interest
determination date pertaining to that interest reset date.
"LIBOR" will be determined by the calculation agent in accordance with the following provisions:

(1) With respect to any interest determination date, LIBOR will be the rate for deposits in U.S. dollars having a maturity of
three months commencing on the first day of the applicable interest period that appears on the Designated LIBOR Page as

of 11:00 a.m., London time, on that interest determination date. If no such rate appears, then LIBOR, in respect to that
interest determination date, will be determined in accordance with the provisions described in (2) below.

(2) With respect to an interest determination date on which no rate appears on the Designated LIBOR Page, as specified in
(1) above, the calculation agent will request the principal London offices of each of four major reference banks in the
London interbank market, as selected by the calculation agent, to provide the calculation agent with its offered quotation
for deposits in U.S. dollars for the period of three months, commencing on the first day of the applicable interest period, to
prime banks in the London interbank market at approximately 11:00 a.m., London time, on that interest determination date
and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least
two quotations are provided, then LIBOR on that interest determination date will be the arithmetic mean of those

quotations. If fewer than two quotations are provided, then LIBOR on the interest determination date will be the arithmetic
mean of the rates quoted at approximately 11:00 a.m., in The City of New York, on the interest determination date by three
major banks in The City of New York selected by the calculation agent for loans in U.S. dollars to leading European banks,
having a three-month maturity and in a principal amount that is representative for a single transaction in U.S. dollars in that
market at that time; provided, however, that if the banks selected by the calculation agent are not providing quotations in
the manner described in this sentence, LIBOR determined as of that interest determination date will be LIBOR in effect on
that interest determination date.
"The Designated LIBOR Page" means the Reuters screen "LIBOR01" page, or any successor page on Reuters selected by us
with the consent of the calculation agent, or if we determine that no such successor page shall exist on Reuters, an equivalent page on
any successor service selected by us with the consent of the calculation agent.
We may issue additional floating rate notes in the future.
Principal Amount, Maturity and Interest for the notes due 2019, the notes due 2021, the notes due 2024 and the notes due
2034
We are offering $500,000,000 of our notes due 2019 which will mature on June 17, 2019, $1,000,000,000 of our notes due 2021
which will mature on March 15, 2021, $1,250,000,000 of our notes due 2024 which will mature on March 15, 2024 and
$1,250,000,000 of our notes due 2034 which will mature on March 15, 2034.

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We will pay interest on the notes due 2019 at the rate of 2.55% per annum on June 17 to holders of record on the preceding
June 3 and on December 17 of each year to holders of record on the preceding December 3. We will pay interest on the notes due
2021 at the rate of 3.45%, interest on the notes due 2024 at the rate of 4.15% per annum and interest on the notes due 2034 at the rate
of 5.05% per annum, in each case, on March 15 of each year to holders of record on the preceding March 1 and on September 15 of
each year to holders of record on the preceding September 1. 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 2019 is June 17, 2014. The
first interest payment date on the notes due 2021, the notes due 2024 and the notes due 2034 is September 15, 2014. Interest on the
notes due 2019, the notes due 2021, the notes due 2024 and the notes due 2034 will accrue from March 17, 2014, and will accrue on
the basis of a 360-day year consisting of 12 months of 30 days.
We may issue additional notes due 2019, notes due 2021, notes due 2024 and notes due 2034 in the future.
Form and Denomination
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 integral multiples of
$1,000 in excess of $2,000.
Redemption
We may not redeem the floating rate notes prior to maturity. However, we may at any time purchase all or some of the floating
rate notes by tender, in the open market or by private agreement, subject to applicable law.
We have the option to redeem the notes due 2019, the notes due 2021, the notes due 2024 and the notes due 2034 on not less than
30 nor more than 60 days' notice, in whole or in part,

(1) in the case of the notes due 2019 and the notes due 2021, at any time prior to maturity, in the case of the notes due 2024, at

any time prior to December 15, 2023 (three months prior to maturity) and, in the case of the notes due 2034, at any time
prior to December 15, 2033 (three months prior to maturity) at a redemption price equal to the greater of:

(a)
100% of the principal amount of the notes being redeemed, or

(b)
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 2019, the Treasury Rate plus 20 basis points for the notes due 2021, the
Treasury Rate plus 25 basis points for the notes due 2024, and the Treasury Rate plus 20 basis points for the notes
due 2034,
plus, in each case, accrued and unpaid interest on the principal amount being redeemed to but excluding the date of
redemption, and

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(2) in the case of the notes due 2024, at any time on or after December 15, 2023 (three months prior to maturity) and in the
case of the notes due 2034, at any time on or after December 15, 2033 (three months prior to maturity) at a redemption

price equal to 100% of the principal amount of the notes being redeemed plus 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 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 2019, the notes due 2021, the
notes due 2024 or the notes due 2034, 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 2019, the notes due 2021, the notes due 2024 or the notes due 2034, 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.

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In addition, we may at any time purchase all or some of the notes due 2019, the notes due 2021, the notes due 2024 or the notes
due 2034 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.
U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a discussion of certain U.S. federal income tax considerations relating to the purchase, ownership and
disposition of the notes by U.S. Holders and Non-U.S. Holders (each as defined below) that purchase the notes at their issue price
(generally the first price at which a substantial amount of the notes of the applicable series is sold, excluding sales to bond houses,
brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) pursuant to this
offering and hold such notes as capital assets. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the
"Code"), U.S. Treasury regulations promulgated or proposed thereunder and administrative and judicial interpretations thereof, all as
in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect, or to different interpretation. This
discussion does not address all of the U.S. federal income tax considerations that may be relevant to specific Holders (as defined
below) in light of their particular circumstances or to Holders subject to special treatment under U.S. federal income tax law (such as
banks, insurance companies, dealers in securities or other Holders that generally mark their securities to market for U.S. federal
income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, certain
former citizens or residents of the United States, Holders that hold a note as part of a straddle, hedge, conversion or other integrated
transaction, U.S. Holders that have a "functional currency" other than the U.S. dollar, or partnerships (or other entities or
arrangements treated as partnerships for U.S. federal income tax purposes)). This discussion does not address any U.S. state or local
or non-U.S. tax considerations or any U.S. federal estate, gift, alternative minimum tax, or Medicare tax on net investment income
considerations.
As used in this discussion, the term "U.S. Holder" means a beneficial owner of a note that, for U.S. federal income tax purposes,
is (i) an individual who is a citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax
regardless of its source or (iv) a trust (x) with respect to which a court within the United States is able to exercise primary
supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or
(y) that has in effect a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person.
As used in this discussion, the term "Non-U.S. Holder" means a beneficial owner of a note that is neither a U.S. Holder nor a
partnership for U.S. federal income tax purposes, and the term "Holder" means a U.S. Holder or a Non-U.S. Holder.
If an entity treated as a partnership for U.S. federal income tax purposes invests in a note, the U.S. federal income tax
considerations relating to such investment will depend in part upon the status and activities of such entity and the particular partner.
Any such entity should consult its own tax advisor regarding the U.S. federal income tax considerations applicable to it and its
partners relating to the purchase, ownership and disposition of a note.

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EACH PERSON CONSIDERING AN INVESTMENT IN THE NOTES SHOULD CONSULT ITS OWN TAX ADVISOR
REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX
CONSIDERATIONS RELATING TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES IN LIGHT OF ITS
PARTICULAR CIRCUMSTANCES.

IRS Circular 230 disclosure: To ensure compliance with Internal Revenue Service Circular 230, you are hereby notified
that: (a) any discussion of U.S. federal tax issues in this document 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 Internal
Revenue Code; (b) such discussion is written in connection with the promotion or marketing of the transactions or matters
addressed herein; and (c) each Holder should seek advice based on its particular circumstances from an independent tax
advisor.
U.S. Holders
Interest on the Notes
In general, interest payable on a note will be taxable to a U.S. Holder as ordinary interest income when it is received or
accrued, in accordance with such U.S. Holder's regular method of accounting for U.S. federal income tax purposes. The notes are not
expected to be issued with more than de minimis original issue discount ("OID"). However, if the notes of any series are issued with
more than de minimis OID, each U.S. Holder of a note of such series generally will be required to include OID in income (as interest)
as it accrues, regardless of its regular method of accounting for U.S. federal income tax purposes, using a constant yield method,
before such U.S. Holder receives any payment attributable to such income. The remainder of this discussion assumes that the notes are
not issued with more than de minimis OID.
Sale, Exchange, Retirement or Other Disposition of the Notes
Upon the sale, exchange, retirement or other disposition of a note, a U.S. Holder generally will recognize a gain or loss in an
amount equal to the difference between the amount realized on such sale, exchange, retirement or other disposition (other than any
amount attributable to accrued interest, which, if not previously included in such U.S. Holder's income, will be taxable as interest
income to such U.S. Holder) and such U.S. Holder's "adjusted tax basis" in such note. Any gain or loss so recognized generally will
be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder has held such note for more than one year at the
time of such sale, exchange, retirement or other disposition. Net long-term capital gain of certain non-corporate U.S. Holders
generally is subject to preferential rates of tax. The deductibility of capital losses is subject to limitations.
Information Reporting and Backup Withholding
Information reporting generally will apply to payments to a U.S. Holder of interest on, or proceeds from the sale, exchange,
retirement or other disposition of, a note, unless such U.S. Holder is an entity that is exempt from information reporting and, when
required, demonstrates this fact. Any such payment to a U.S. Holder that is subject to information reporting generally will also be
subject to backup withholding, unless such U.S. Holder provides the appropriate documentation (generally, IRS Form W-9) to the
applicable withholding agent certifying that, among other things, its taxpayer identification number (which for an individual would be
his or her Social Security number) is correct, or otherwise establishes an exemption.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be
allowed as a refund or a credit against a U.S. Holder's U.S. federal income tax liability if the required information is furnished by
such U.S. Holder on a timely basis to the IRS.

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