Bond Actiblizz 3.4% ( US00507VAK52 ) in USD

Actiblizz

98.6 % ▼

United States

US00507VAK52 ( in USD )

3.4% per year ( payment 2 times a year)

14/09/2026

Prospectus brochure of the bond Activision Blizzard US00507VAK52 en USD 3.4%, maturity 14/09/2026

00507VAK5

15/03/2026 ( In 91 days )

Activision Blizzard is a leading global entertainment company that develops and publishes interactive entertainment content and services under well-known brands including Activision, Blizzard Entertainment, and King.

The Bond issued by Actiblizz ( United States ) , in USD, with the ISIN code US00507VAK52, pays a coupon of 3.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/09/2026

424B3 1 a2231995z424b3.htm 424B3
Use these links to rapidly review the document
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-216804
PROSPECTUS
Activision Blizzard, Inc.
Offer to exchange $650,000,000 aggregate principal amount of 2.300% Senior Notes due 2021 (the "old 2021 Notes") for $650,000,000
aggregate principal amount of 2.300% Senior Notes due 2021 (the "new 2021 Notes"); and
Offer to exchange $850,000,000 aggregate principal amount of 3.400% Senior Notes due 2026 (the "old 2026 Notes," and together with the
old 2021 Notes, the "old notes") for $850,000,000 aggregate principal amount of 3.400% Senior Notes due 2026 (the "new 2026 Notes," and
together with the new 2021 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 30, 2017 (the "expiration date"), unless we extend the exchange offer
with respect to one or both series 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We will exchange the applicable series of new notes for all outstanding old notes that are validly tendered and not withdrawn prior to the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 applicable 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 "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 either series of 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 90 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."
https://www.sec.gov/Archives/edgar/data/718877/000104746917003077/a2231995z424b3.htm[5/1/2017 4:59:12 PM]

See "Risk Factors" beginning on page 11 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, 2016 for a discussion of risks you should consider prior to tendering your outstanding old notes for
exchange.
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 May 1, 2017
Table of Contents
TABLE OF CONTENTS
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
11
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
17
USE OF PROCEEDS
18
RATIO OF EARNINGS TO FIXED CHARGES
19
THE EXCHANGE OFFER
20
DESCRIPTION OF THE NEW NOTES
27
BOOK-ENTRY, DELIVERY AND FORM
56
REGISTRATION RIGHTS
61
U.S. FEDERAL INCOME TAX CONSIDERATIONS
63
PLAN OF DISTRIBUTION
64
LEGAL MATTERS
65
EXPERTS
65
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
66
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:
Activision Blizzard, Inc.
3100 Ocean Park Boulevard
Santa Monica, CA 90405
Attn: Investor Relations
Oral requests should be made by telephoning (310) 255-2000.
In order to obtain timely delivery, you must request the information no later than May 22, 2017, which is five business days before the
expiration date of the exchange offer.
i
Table of Contents
https://www.sec.gov/Archives/edgar/data/718877/000104746917003077/a2231995z424b3.htm[5/1/2017 4:59:12 PM]

SUMMARY
This summary contains basic information about the Company and the exchange offer and highlights selected information contained elsewhere or
incorporated by reference into this prospectus. This summary is not complete and does not contain all of the information that is important to you and
that you should consider before deciding whether or not to invest in the new notes. For a more complete understanding of the Company and this
exchange offer, you should read this prospectus, including any information incorporated by reference into this prospectus, in its entirety. Investing in
the new notes involves risks, including without limitation the risks that are described in this prospectus under the heading "Risk Factors" and in the
documents incorporated by reference into this prospectus. In this prospectus, the terms "Activision Blizzard," the "Company," "we," "our" and "us"
refer to Activision Blizzard, Inc. and all of its consolidated subsidiaries collectively, in each case, except as otherwise specified or the context otherwise
requires and the term "Issuer" refers to Activision Blizzard, Inc. and not to any of its subsidiaries.
Activision Blizzard Inc.'s names, abbreviations thereof, logos, and product and service designators are all either the registered or unregistered
trademarks or trade names of Activision Blizzard. All other product or service names are the property of their respective owners.
The Business
Activision Blizzard, Inc. is a leading global developer and publisher of interactive entertainment content and services. We develop and distribute
content and services across all of the major gaming platforms, including video game consoles, personal computers, and mobile devices.
The Company was originally incorporated in California in 1979 and was reincorporated in Delaware in December 1992. We are the result of the
2008 business combination (the "Business Combination") by and among the Company (then known as Activision, Inc.), Vivendi S.A., and Vivendi
Games, Inc., an indirect wholly-owned subsidiary of Vivendi S.A. In connection with the consummation of the Business Combination, Activision, Inc.,
was renamed Activision Blizzard, Inc.
The common stock of Activision Blizzard is traded on The NASDAQ Stock Market under the ticker symbol "ATVI."
Our principal executive office is located at 3100 Ocean Park Boulevard, Santa Monica, California, 90405, and our telephone number is (310) 255-
2000. We maintain a website at http://www.activisionblizzard.com. The information on our website is not incorporated by reference in this prospectus,
and you should not consider it a part of this prospectus.
Recent Developments
On February 3, 2017, we entered into a sixth amendment to our Credit Agreement, dated October 11, 2013, as amended from time to time (the
"Credit Agreement"). The amendment (i) provided for a new tranche of term loans "A" in an aggregate principal amount of $2.55 billion (the "2017
TLA") and (ii) released each of our subsidiary guarantors from their respective guarantee provided under the Credit Agreement. The proceeds of the
2017 TLA, together with additional cash funds on hand, were used to fully prepay the existing $2.7 billion tranche of term loans "A" (the "2016 TLA")
outstanding under the credit agreement immediately prior to the effectiveness of the sixth amendment, together with all accrued and unpaid interest
thereon. The terms of the 2017 TLA, other than the absence of guarantees, are generally the same as the terms of the 2016 TLA.
As a result of the release of the guarantees under the Credit Agreement, the guarantees under our Indenture (as defined below) were automatically
and unconditionally terminated. As used herein, the term "Credit Facilities" refers to the 2017 TLA, together with the amended revolving credit facility
of $250 million provided by the Credit Agreement (the "Revolver").
1
Table of Contents
SUMMARY DESCRIPTION OF THE EXCHANGE OFFER
On September 19, 2016, we completed the private offering of two series of senior unsecured notes in an aggregate principal amount of
$1,500,000,000, consisting of $650,000,000 of 2.300% Senior Notes due 2021 and $850,000,000 of 3.400% Senior Notes due 2026. As part of that
offering, we entered into a registration rights agreement with the initial purchasers of each series of the old notes. Pursuant to the registration rights
agreement, 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.
https://www.sec.gov/Archives/edgar/data/718877/000104746917003077/a2231995z424b3.htm[5/1/2017 4:59:12 PM]

Old 2021 Notes
2.300% Senior Notes due 2021, which were issued on September 19, 2016.

Old 2026 Notes
3.400% Senior Notes due 2026, which were issued on September 19, 2016.

New 2021 Notes
2.300% Senior Notes due 2021, the issuance of which has been registered
under the Securities Act. The form and terms of the new 2021 Notes are
identical in all material respects to those of the old 2021 Notes, except that the
transfer restrictions, payment of additional interest and registration rights
relating to the old 2021 Notes do not apply to the new 2021 Notes.

New 2026 Notes
3.400% Senior Notes due 2026, the issuance of which has been registered
under the Securities Act. The form and terms of the new 2026 Notes are
identical in all material respects to those of the old 2026 Notes, except that the
transfer restrictions, payment of additional interest and registration rights
relating to the old 2026 Notes do not apply to the new 2026 Notes.

Exchange Offer for 2021 Notes
We are offering to issue up to $650,000,000 aggregate principal amount of
new 2021 Notes in exchange for a like principal amount of old 2021 Notes to
satisfy our obligations under the registration rights agreement that was
executed when the old 2021 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 2026 Notes
We are offering to issue up to $850,000,000 aggregate principal amount of
new 2026 Notes in exchange for a like principal amount of old 2026 Notes to
satisfy our obligations under the registration rights agreement that was
executed when the old 2026 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 30, 2017, unless extended with respect to one or both series 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;
2
Table of Contents
· 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 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 of a particular
series at any time prior to 5:00 p.m., New York City time, on May 30, 2017. If
we decide for any reason not to accept any series of old notes tendered for
https://www.sec.gov/Archives/edgar/data/718877/000104746917003077/a2231995z424b3.htm[5/1/2017 4:59:12 PM]

exchange, the old notes of such series 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
with respect to one or both series. 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.

Procedures for Tendering the Old
You must do one of the following on or prior to the applicable expiration of the
Notes
exchange offer to participate in the exchange offer:
3
Table of Contents
· 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 Wells Fargo Bank, National Association, 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, Wells Fargo Bank, National Association, 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
If you are a beneficial owner whose old notes are registered in the name of the
Owners
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 completed bond
power from the person in whose name the old notes are registered.

U.S. Federal Income Tax
The exchange of the old notes for new notes in the exchange offer will not be a
Considerations
taxable transaction for United States federal income tax purposes. See the
discussion under the caption "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
Wells Fargo Bank, National Association 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."
https://www.sec.gov/Archives/edgar/data/718877/000104746917003077/a2231995z424b3.htm[5/1/2017 4:59:12 PM]

4
Table of Contents
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 90 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.
5
Table of Contents
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.
https://www.sec.gov/Archives/edgar/data/718877/000104746917003077/a2231995z424b3.htm[5/1/2017 4:59:12 PM]

Registration Rights Agreement
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 agreement, 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 closing of the offering of the old notes (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. 2.300 and 3.400% in respect of
the old 2021 Notes and the old 2026 Notes, respectively.

A copy of the registration rights agreement is filed as an exhibit to the
registration statement of which this prospectus forms a part. See "Registration
Rights."
6
Table of Contents
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 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."
7
Table of Contents
https://www.sec.gov/Archives/edgar/data/718877/000104746917003077/a2231995z424b3.htm[5/1/2017 4:59:12 PM]

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."
Terms of the New Notes
New 2021 Notes

Up to $650,000,000 aggregate principal amount of 2.300% senior notes due
2021.

New 2026 Notes
Up to $850,000,000 aggregate principal amount of 3.400% senior notes due
2026.

Maturity Date of New 2021 Notes
September 15, 2021.

Maturity Date of New 2026 Notes
September 15, 2026.

Interest Rates; Interest Payment
March 15 and September 15 of each year after the date of issuance of the new
Dates
notes, commencing September 15, 2017 (representing the interest payment
date following March 15, 2017, the most recent interest payment date on the
old notes). Interest will accrue from the most recent interest payment date on
the applicable series of old notes, in each case, March 15, 2017, at a rate of
2.300% per annum for the new 2021 Notes and a rate of 3.400% per annum
for the new 2026 Notes.

Optional Redemption
At our option, we may redeem some or all of the new notes of any series, at
any time and from time to time. If we elect to redeem the new 2021 Notes
prior to August 15, 2021 (the date that is one month prior to their maturity
date), or the new 2026 Notes prior to June 15, 2026 (the date that is three
months prior to their maturity date), we will pay a redemption price equal to
100% of the principal amount of the applicable series of the new notes plus a
"make-whole premium" and accrued and unpaid interest, if any, to, but
excluding, the redemption date. If we elect to redeem the new 2021 Notes on
or after the date that is one month prior to their maturity date, or the new
2026 Notes on or after the date that is three months prior to their maturity
date, we will pay a redemption price equal to 100% of their principal amount
plus accrued and unpaid interest, if any, to, but excluding, the redemption
date. See "Description of the New Notes--Optional Redemption."

Guarantors
None.
8
Table of Contents
Priority

The new notes will:

· be unsecured senior obligations of the Issuer;
· be pari passu in right of payment with all of the Issuer's existing and future
senior indebtedness (including the Credit Facilities);
· be effectively subordinated to all existing and future secured indebtedness
of the Issuer to the extent of the value of the collateral securing such
indebtedness;
· be structurally subordinated to all existing and future indebtedness and
https://www.sec.gov/Archives/edgar/data/718877/000104746917003077/a2231995z424b3.htm[5/1/2017 4:59:12 PM]

other liabilities of the Issuer's subsidiaries; and
· be senior in right of payment to any future subordinated indebtedness of
the Issuer.
As of December 31, 2016, after giving effect to the exchange of the new
notes, we would have had $4.9 billion of total indebtedness of which none
would have been secured indebtedness. We would also have had $250 million
of borrowings available under our Revolver, which remains undrawn as of the
date hereof.

Mandatory Offers to Repurchase
If we experience a "Change of Control Repurchase Event" (as defined in the
"Description of the New Notes"), we must offer to repurchase the new notes
at a price equal to 101% of the aggregate principal amount of any new notes
repurchased plus accrued and unpaid interest on the new notes, if any (subject
to the right of holders of record on the relevant record date to receive interest
due on the relevant interest payment date), to the date of purchase. See
"Description of the New Notes--Repurchase of Notes upon a Change of
Control Repurchase Event."

Covenants
We will issue the new notes under the same indenture (the "Indenture") that
governs the old notes. The terms of the Indenture, among other things,
restricts our ability, and the ability of certain of our subsidiaries, to incur
liens, enter into sale and leaseback transactions and consolidate, merge or
transfer all or substantially all of our assets and the assets of our subsidiaries.
The covenants are subject to a number of exceptions and qualifications. For
more details, see "Description of the New Notes--Certain Covenants."

No Prior Market
The new notes generally will be freely transferable but will also be new
securities for which there is currently no market. Accordingly, a liquid
market for the new notes of either series 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.

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.
9
Table of Contents
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 section entitled
"Risk Factors" for an explanation of certain risks of the exchange offer and
investing in the new notes before tendering any old notes. For a description
of risks related to our industry and business, you should also evaluate the
specific risk factors described in Part I, Item 1A "Risk Factors" in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2016 and the
other information set forth or incorporated by reference into this prospectus.

Governing Law
The new notes will be and the Indenture is governed by and construed in
accordance with the laws of the State of New York.

Trustee
Wells Fargo Bank, National Association.

Exchange Agent
Wells Fargo Bank, National Association.
https://www.sec.gov/Archives/edgar/data/718877/000104746917003077/a2231995z424b3.htm[5/1/2017 4:59:12 PM]

10
Table of Contents
RISK FACTORS
Participating in the exchange offer is subject to a number of risks. You should carefully consider the risks and uncertainties set forth below and the
risks and uncertainties incorporated by reference in this prospectus, including the information included under "Risk Factors" in our Annual Report on
Form 10-K for the year ended December 31, 2016 and other documents that we subsequently file with the SEC.
Risks Related to the Exchange Offer and Holding the New Notes
Holders who fail to exchange their old notes will continue to be subject to restrictions on transfer.
If you do not exchange your old notes for new notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your old
notes described in the legend on the certificates for your old notes. The restrictions on transfer of your old notes arise because we issued the old notes
under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In
general, you may only offer or sell the old notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold
under an exemption from these requirements. We do not plan to register the old notes under the Securities Act. For further information regarding the
consequences of not tendering your old notes in the exchange offer, see the discussion below under the caption "The Exchange Offer--Consequences of
Exchanging or Failing to Exchange Old Notes."
You must comply with the exchange offer procedures in order to receive freely tradable new notes.
Delivery of new notes in exchange for old notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely
receipt by the exchange agent of the following:
·
certificates for old notes or a book-entry confirmation of a book-entry transfer of old notes into the exchange agent's account at DTC,
New York, New York, as depository;
·
a completed and signed letter of transmittal (or facsimile thereof), with any required signature guarantees, or an agent's message in lieu
of the letter of transmittal; and
·
any other documents required by the letter of transmittal.
Therefore, holders of old notes who would like to tender old notes in exchange for new notes should be sure to allow enough time for the old notes
to be delivered on time. We are not required to notify you of defects or irregularities in tenders of old notes for exchange. Old notes that are not
tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the
existing transfer restrictions under the Securities Act and, upon consummation of the exchange offer, certain registration and other rights under the
registration rights agreement will terminate. See "The Exchange Offer--Exchange Offer Procedures" and "The Exchange Offer--Consequences of
Exchanging or Failing to Exchange Old Notes."
Some holders who exchange their old notes may be deemed to be underwriters and these holders will be required to comply with the registration
and prospectus delivery requirements in connection with any resale transaction.
If you exchange your old notes in the exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have
received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.
11
Table of Contents
Our debt could adversely affect our business.
As of December 31, 2016, after giving effect to this exchange offer, our consolidated indebtedness would have been approximately $4.9 billion.
Our debt burden could have important consequences, including: increasing our vulnerability to general adverse economic and industry conditions;
limiting our flexibility in planning for, or reacting to, changes in our business and our industry; requiring the dedication of a substantial portion of any
cash flow from operations for the payment of principal and interest on, our indebtedness, thereby reducing the availability of cash flow to fund our
https://www.sec.gov/Archives/edgar/data/718877/000104746917003077/a2231995z424b3.htm[5/1/2017 4:59:12 PM]

Document Outline

#1">
- #1">