Bond S&P Global Corp 2.95% ( US78409VAM63 ) in USD

S&P Global Corp

99.25 % ▲

United States

US78409VAM63 ( in USD )

2.95% per year ( payment 2 times a year)

21/01/2027

Prospectus brochure of the bond S&P Global Inc US78409VAM63 en USD 2.95%, maturity 21/01/2027

2 000 USD

500 000 000 USD

78409VAM6

N/A

A3 ( Upper medium grade - Investment-grade )

22/07/2026 ( In 75 days )

S&P Global Inc. is a leading provider of credit ratings, benchmarks, analytics, and data and insights to the global capital and commodity markets, with businesses encompassing S&P Global Ratings, S&P Global Market Intelligence, and S&P Dow Jones Indices.

S&P Global Inc. issued a USD 500,000,000 bond (CUSIP: 78409VAM6, ISIN: US78409VAM63) maturing January 21, 2027, with a 2.95% coupon rate, paying semi-annually, currently trading at 96.68% of par, a minimum purchase of 2000 bonds required, and a Moody's rating of A3.

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-216690

Offer to Exchange
New 2.950% Senior Notes due 2027
for
Existing 2.950% Senior Notes due 2027

We are offering to exchange up to $500,000,000 of our new 2.950% Senior Notes due 2027 (the "new notes") for up to $500,000,000 of our
existing 2.950% Senior Notes due 2027 (the "old notes").
The new notes and the old notes are collectively referred to as the "notes." The terms of the new notes are identical in all material respects to
the terms of the old notes they are being offered in exchange for, except that the new notes have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), and the transfer restrictions and registration rights relating to the old notes do not apply to the new notes. The
old notes are, and the new notes will be, fully and unconditionally guaranteed by Standard & Poor's Financial Services LLC (the "subsidiary
guarantor"), subject to customary release provisions in respect of the subsidiary guarantees as set forth in the indenture and supplemental
indentures thereto governing the notes (collectively, the "indenture").
To exchange your old notes for new notes:

· You are required to make the representations described on page 18 to us.

· You must contact a Depository Trust Company ("DTC") participant to complete the book-entry transfer procedures described herein to

exchange your old notes for new notes, or otherwise complete and send the letter of transmittal that accompanies this prospectus to the
exchange agent, U.S. Bank National Association, by 5:00 pm., New York City time, on April 21, 2017.

· You should read the section captioned "The Exchange Offer" for further information on how to exchange your old notes for new notes.

See "Risk Factors" beginning on page 6 for a discussion of risk factors that should be considered by you
prior to tendering your old notes in the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities
to be issued in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
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 letter of transmittal 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 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."
March 24, 2017
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Table of Contents
TABLE OF CONTENTS

Page
Cautionary Statement Regarding Forward-Looking Statements

ii
Trademarks, Service Marks and Copyrights

iii
Summary

1
Risk Factors

6
Use of Proceeds

11
Ratio of Earnings to Fixed Charges

11
The Exchange Offer

12
Description of the New Notes

19
Material United States Tax Consequences of the Exchange Offer

28
Plan of Distribution

28
Validity of Securities

29
Experts

29
Where You Can Find More Information

29

About this Prospectus
We have not authorized anyone to provide you with any information other than that contained or incorporated by reference in this
prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering the notes for
exchange only in jurisdictions where such offers are permitted. The information contained in this prospectus is accurate only as of the date
hereof, regardless of the time of delivery of this prospectus or of the exchange of the notes offered hereby.
Rather than repeat certain information in this prospectus that we have already included in reports filed with the Securities and
Exchange Commission, this prospectus incorporates important business and financial information about us that is not included in or
delivered with this prospectus. See "Where You Can Find More Information." You may obtain this information without charge by
writing or telephoning us at the following address and telephone number:
Investor Relations
S&P Global Inc.
55 Water Street, New York, New York 10041
(212) 438-1000
If you would like to request copies of these documents, please do so by April 14, 2017 (which is five business days before the
scheduled expiration of the exchange offer) in order to receive them before the expiration of the exchange offer.

As used in this prospectus (except as otherwise provided herein or unless the context otherwise requires), all references to "S&P Global," the
"Company," "we," "us" and "our" refer to S&P Global Inc. and its consolidated subsidiaries.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain "forward-looking statements." These statements, which express
management's current views concerning future events, trends, contingencies or results, appear at various places in this report and use words like
"anticipate," "assume," "believe," "continue," "estimate," "expect," "forecast," "future," "intend," "plan," "potential," "predict," "project,"
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"strategy," "target" and similar terms, and future or conditional tense verbs like "could," "may," "might," "should," "will" and "would." For
example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by
regulators; changes in the Company's business strategies and methods of generating revenue; the development and performance of the Company's
services and products; the expected impact of acquisitions and dispositions; the Company's effective tax rates; and the Company's cost structure,
dividend policy, cash flows or liquidity.
Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from
those expressed or implied in forward-looking statements include, among other things:

·
worldwide economic, political and regulatory conditions, including conditions that may result from legislative, regulatory and

policy changes associated with the current U.S. administration or the United Kingdom's likely exit from the European Union;

·
the rapidly evolving regulatory environment, in the United States and abroad, affecting Ratings, Market and Commodities

Intelligence and Indices, including new and amended regulations and the Company's compliance therewith;

·
the Company's ability to maintain adequate physical, technical and administrative safeguards to protect the security of

confidential information and data, and the potential for unauthorized access to our systems or a system or network disruption
that results in improper disclosure of confidential information or data, regulatory penalties and remedial costs;

·
our ability to make acquisitions and dispositions and successfully integrate the businesses we acquire;

·
the outcome of litigation, government and regulatory proceedings, investigations and inquiries;

·
the health of debt and equity markets, including credit quality and spreads, the level of liquidity and future debt issuances;

·
the demand and market for credit ratings in and across the sectors and geographies where the Company operates;

·
concerns in the marketplace affecting the Company's credibility or otherwise affecting market perceptions of the integrity or

utility of independent credit ratings;

·
the effect of competitive products and pricing, including the level of success of new product developments and global expansion;

·
consolidation in the Company's end-customer markets;

·
the impact of customer cost-cutting pressures, including in the financial services industry and commodities markets;

·
a decline in the demand for credit risk management tools by financial institutions;

·
the level of merger and acquisition activity in the United States and abroad;

·
the volatility of the energy marketplace and the health of the commodities markets;

·
our ability to attract, incentivize and retain key employees;

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·
the Company's ability to successfully recover should it experience a disaster or other business continuity problem from a

hurricane, flood, earthquake, terrorist attack, pandemic, security breach, cyber-attack, power loss, telecommunications failure or
other natural or man-made event;

·
changes in applicable tax or accounting requirements, including potential tax reform under the current U.S. administration;

·
the level of the Company's future cash flows and capital investments;

·
the impact on the Company's revenue and net income caused by fluctuations in foreign currency exchange rates; and

·
the Company's exposure to potential criminal sanctions or civil penalties if it fails to comply with foreign and U.S. laws and
regulations that are applicable in the domestic and international jurisdictions in which it operates, including sanctions laws

relating to countries such as Iran, Russia, Sudan and Syria, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act
and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and
export restrictions.
The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks
emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only
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as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events
or circumstances arising after the date on which it is made, except as required by applicable law. Further information about the Company's
businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the
Company's filings with the Securities and Exchange Commission (the "SEC"), including the "Risk Factors" section in the Company's most
recently filed Annual Report on Form 10-K and any subsequently filed Quarterly Report on Form 10-Q.
TRADEMARKS, SERVICE MARKS AND COPYRIGHTS
We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. We also
own or have the rights to copyrights that protect the content of our products. Solely for convenience, the trademarks, service marks, tradenames
and copyrights referred to in this prospectus are listed without the ©, ® and TM symbols, but we will assert, to the fullest extent under applicable
law, our rights or the rights of the applicable licensors to these trademarks, service marks and tradenames.

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SUMMARY
This summary highlights information presented in greater detail elsewhere in this prospectus or incorporated by reference herein. This
summary is not complete and does not contain all the information you should consider before investing in the notes. You should carefully read this
entire prospectus, including the information incorporated by reference from our Annual Report on Form 10-K for the year ended December 31,
2016 and the other incorporated documents, including "Risk Factors" herein and in such incorporated documents, as well as our consolidated
financial statements, before investing in the notes.
Our Company
S&P Global Inc. is a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity
markets worldwide. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, and
issuers; and the commodity markets include producers, traders and intermediaries within energy, metals, petrochemicals and agriculture. We serve
our global customers through a broad range of products and services available through both third-party and proprietary distribution channels.
Corporate Information
We were incorporated in December 1925 under the laws of the state of New York. Our principal executive offices are located at 55 Water
Street, New York, New York 10041, and our telephone numbers are 212-438-1000 (domestic callers) or 212-438-2192 (international callers).
Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. We maintain a
website at www.spglobal.com where general information about us is available. The information contained on our website is not a part of this
prospectus.

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THE EXCHANGE OFFER

Securities offered
Up to $500,000,000 new 2.950% Senior Notes due 2027 (the "new notes") for up to
$500,000,000 existing 2.950% Senior Notes due 2027 (the "old notes").
The new notes will be registered under the Securities Act.

The exchange offer
We are offering to issue the new notes in exchange for a like principal amount of your old
notes. We are offering to issue the new notes to satisfy our obligations contained in the
registration rights agreements entered into when the old notes were sold in transactions
permitted by Rule 144A and Regulation S under the Securities Act and therefore not
registered with the SEC. For procedures for tendering, see "The Exchange Offer."
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Tenders, expiration date, withdrawal
The exchange offer will expire at 5:00 p.m., New York City time on April 21, 2017 unless
it is extended. If you decide to exchange your old notes for new notes, you must
acknowledge that you are not engaging in, and do not intend to engage in, a distribution of
the new notes. If you decide to tender your old notes in the exchange offer, you may
withdraw them at any time prior to April 21, 2017. If we decide for any reason not to
accept any old notes for exchange, your old notes will be returned without expense to you
promptly after the exchange offer expires.

Federal income tax consequences
Your exchange of old notes for new notes in the exchange offer will not result in any
income, gain or loss to you for U.S. federal income tax purposes. See "Material United
States Federal Income Tax Consequences of the Exchange Offer."

Use of proceeds
We will not receive any proceeds from the issuance of the new notes in the exchange offer.

Exchange agent
U.S. Bank National Association is the exchange agent for the exchange offer.

Failure to tender your old notes
If you fail to tender your old notes in the exchange offer, you will not have any further
rights under the registration rights agreement relating to your old notes, including any right
to require us to register your old notes or to pay you additional interest.

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You will be able to resell the new notes without registering them with the SEC if you meet the requirements described below.
Based on interpretations by the SEC's staff in no-action letters issued to third parties, we believe that new notes issued in exchange for old
notes in the exchange offer may be offered for resale, resold or otherwise transferred by you without registering the new notes under the Securities
Act or delivering a prospectus, unless you are a broker-dealer receiving securities for your own account, so long as:

·
you are not one of our "affiliates", which is defined in Rule 405 of the Securities Act;

·
you acquire the new notes in the ordinary course of your business;

·
you do not have any arrangement or understanding with any person to participate in the distribution of the new notes; and

·
you are not engaged in, and do not intend to engage in, a distribution of the new notes.
If you are an affiliate of ours, or you are engaged in, intend to engage in or have any arrangement or understanding with respect to, the
distribution of new notes acquired in the exchange offer, you (1) should not rely on our interpretations of the position of the SEC's staff and
(2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.
If you are a broker-dealer and receive new notes for your own account in the exchange offer:

·
you must represent that you do not have any arrangement with us or any of our affiliates to distribute the new notes;

·
you must acknowledge that you will deliver a prospectus in connection with any resale of the new notes you receive from us in the

exchange offer; the letter of transmittal states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit
that you are an "underwriter" within the meaning of the Securities Act; and

·
you may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of new notes

received in exchange for old notes acquired by you as a result of market-making or other trading activities.
For a period of 90 days after the expiration of the exchange offer, we will make this prospectus available to any participating broker-dealer
for use in connection with any resale described above.

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SUMMARY DESCRIPTION OF THE NEW NOTES
The terms of the new notes and the old notes are identical in all material respects, except that the new notes have been registered under the
Securities Act, and the transfer restrictions, registration rights and additional interest provisions relating to old notes do not apply to the new notes.

Issuer
S&P Global Inc.

Securities offered
$500.0 million aggregate principal amount of new notes.

Maturity dates
The new notes will mature on January 22, 2027.

Interest payment dates
Interest on the new notes is payable on January 22 and July 22 of each year, beginning on
the next interest payment date occurring after issuance of the new notes.

On the first interest payment date following the exchange, holders of new notes will receive
interest for the period from and including the last interest payment date on which interest

was paid on the old notes. No additional or other interest relating to such period will be
paid to such holders.

Guarantee
The notes will be guaranteed by our subsidiary Standard & Poor's Financial Services LLC,
the subsidiary guarantor.

Optional redemption
We may redeem all or any portion of any series of notes at our option at any time or from
time-to-time at the redemption prices described under "Description of the New Notes--
Optional Redemption."

Change of control offer
If a Change of Control Triggering Event occurs, we must offer to repurchase the notes at
the price set forth under "Description of the New Notes--Change of Control Triggering
Event."

Ranking
The notes will be our unsecured and unsubordinated debt and will rank equally and ratably
among themselves and with our existing and future unsecured and unsubordinated debt.

The guarantee will be the subsidiary guarantor's unsecured and unsubordinated debt and

will rank equally and ratably with all of the subsidiary guarantor's existing and future
unsecured and unsubordinated debt.

As of December 31, 2016, our non-guarantor subsidiaries had approximately $2.1 billion

of outstanding liabilities to third parties, all of which would effectively rank senior to the
notes and the guarantee.

Covenants
We will issue the new notes under an indenture between us and U.S. Bank National
Association, as Trustee. The indenture will, among other things, restrict our ability to:

· incur certain liens securing debt; and

· sell all or substantially all of our assets or merge or consolidate with or into other

companies.

These covenants will be subject to a number of important exceptions and qualifications.

For more details, see "Description of the New Notes."

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SELECTED FINANCIAL DATA
Set forth below is selected historical consolidated financial data of the Company at the dates and for the periods indicated. The selected
historical consolidated financial data as of December 31, 2016 and 2015 and for the three years ended December 31, 2016 have been derived from,
and should be read together with, our audited consolidated financial statements and the related notes incorporated by reference in this prospectus.

Year Ended December 31,

2016

2015

2014

2013

2012

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(in millions, except per share data)

Income statement data:

Revenue

$5,661

$5,313

$5,051

$4,702

$ 4,270
Operating profit

3,369

1,917

113

1,358

1,170
Income from continuing operations before taxes on income

3,188(1)
1,815(2)

54(3)
1,299(4)
1,089(5)
Provision for taxes on income

960

547

245

425

388
Net income (loss) from continuing operations attributable to S&P
Global Inc.

2,106

1,156

(293)

783

651
Earnings (loss) per share from continuing operations attributable to the
S&P Global Inc. common shareholders:

Basic

8.02

4.26

(1.08)
2.85

2.33
Diluted

7.94

4.21

(1.08)
2.80

2.29
Dividends per share

1.44

1.32

1.20

1.12

1.02
Special dividend declared per common share

--

--

--

--

2.50
Balance sheet data:(6)

Working capital

$1,060

$ 388

$
42

$ 612

$(1,018)
Total assets

8,669

8,183

6,773

6,060

5,081
Total debt

3,564

3,611

795

794

1,251
Redeemable non-controlling interest

1,080

920

810

810

810
Equity

701

243

539

1,344

840

(1)
Includes the impact of the following items: a $1.1 billion gain from our dispositions, a benefit related to net legal settlement insurance
recoveries of $10 million, disposition-related costs of $48 million, a technology-related impairment charge of $24 million, restructuring
charges of $6 million, a $3 million disposition-related reserve release, acquisition-related costs of $1 million and amortization of intangibles
from acquisitions of $96 million.
(2)
Includes the impact of the following items: costs related to identified operating efficiencies primarily related to restructuring of $56 million,
net legal settlement expenses of $54 million, acquisition-related costs of $37 million, an $11 million gain on dispositions, and amortization of
intangibles from acquisitions of $67 million.
(3)
Includes the impact of the following items: $1.6 billion of legal and regulatory settlements, restructuring charges of $86 million, $4 million of
professional fees largely related to corporate development activities, and amortization of intangibles from acquisitions of $48 million.
(4)
Includes the impact of the following items: $77 million of legal settlements, $64 million charge for costs necessary to enable the separation of
McGraw-Hill Education ("MHE") and reduce our cost structure, a $36 million non-cash impairment charge related to the sale of our data
center, a $28 million restructuring charge in the fourth quarter primarily related to severance, $13 million related to terminating various
leases as we reduce our real estate portfolio and a $24 million net gain from our dispositions, and amortization of intangibles from
acquisitions of $51 million.
(5)
Includes the impact of the following items: $135 million charge for costs necessary to enable the separation of MHE and reduce our cost
structure, a $65 million restructuring charge, transaction costs of $15 million for our S&P Dow Jones Indices LLC joint venture, an
$8 million charge related to a reduction in our lease commitments, partially offset by a vacation accrual reversal of $52 million, and
amortization of intangibles from acquisitions of $48 million.
(6)
Excludes discontinued operations.

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RISK FACTORS
In addition to the other information provided and incorporated by reference in this prospectus, you should carefully consider the risks
described in this section. The risks described below are not the only risks that could adversely affect our business; other risks currently deemed
immaterial or additional risks not currently known to us could also adversely affect us. These and other factors could have a material adverse
effect on the value of your investment in our notes, meaning that you could lose all or part of your investment.
Note that this section includes forward-looking statements and future expectations as of the date of this prospectus. This discussion of risk
factors should be read in conjunction with the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2016, as well as
the other information that is incorporated by reference into this prospectus.
Risks Relating to the Exchange Offer
If you choose not to exchange your old notes in the exchange offer, the transfer restrictions currently applicable to your old notes will
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remain in force and the market price of your old notes could decline.
If you do not exchange your old notes for new notes in the exchange offer, then you will continue to be subject to the transfer restrictions on
the old notes as set forth in the prospectus distributed in connection with the private offering of the old notes. In general, the old notes may not be
offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as
required by the registration rights agreements entered into in connection with the private offerings of the old notes, we do not intend to register
resales of the old notes under the Securities Act. The tender of old notes under the exchange offer will reduce the principal amount of the old notes
outstanding, which may have an adverse effect upon, and increase the volatility of, the market price of the old notes due to a reduction in liquidity.
Holders who do not tender their old notes will not have any further registration rights or any right to receive additional interest under the applicable
registration rights agreement or otherwise.
You must follow the exchange offer procedures carefully in order to receive the new notes.
If you do not follow the procedures described in this prospectus, you will not receive any new notes. If you want to tender your old notes in
exchange for new notes, you will need to contact a DTC participant to complete the book-entry transfer procedures, or otherwise complete and
transmit a letter of transmittal, in each case described under "The Exchange Offer," prior to the expiration date, and you should allow sufficient
time to ensure timely completion of these procedures to ensure delivery. No one is under any obligation to give you notification of defects or
irregularities with respect to tenders of old notes for exchange. In addition, there are no guaranteed delivery procedures available to you in
connection with this exchange offer. For additional information, see the section captioned "The Exchange Offer" in this prospectus.
There are state securities law restrictions on the resale of the new notes.
In order to comply with the securities laws of certain jurisdictions, the new notes may not be offered or resold by any holder, unless they have
been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and the requirements of
such exemption have been satisfied. We currently do not intend to register or qualify the resale of the new notes in any such jurisdictions. However,
generally an exemption is available for sales to registered broker-dealers and certain institutional buyers. Other exemptions under applicable state
securities laws also may be available.

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Risks Relating to the Notes
Our indebtedness could adversely affect our business, financial condition and results of operations, as well as our ability to meet our
payment obligations under the notes and our other debt.
We have a significant amount of debt and debt service requirements. As of December 31, 2016, and after giving effect to the offering of the
old notes, we would have had approximately $3.6 billion of outstanding long-term debt. This level of debt could have significant consequences on
our future operations, including:

·
making it more difficult for us to meet our payment and other obligations under the notes and our other outstanding debt;

·
resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements,

which event of default could result in all of our debt becoming immediately due and payable;

·
reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate

purposes, and limiting our ability to obtain additional financing for these purposes;

·
limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which

we operate and the general economy; and

·
placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged.
Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to
meet our payment obligations under the notes and our other debt.
Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in
the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors
that are beyond our control. We cannot assure you that our business will generate cash flow from operations, or that future borrowings will be
available to us under our existing or any future credit facilities or otherwise, in an amount sufficient to enable us to meet our payment obligations
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under the notes and our other debt and to fund other liquidity needs. If we are not able to generate sufficient cash flow to service our debt
obligations, we may need to refinance or restructure our debt, including the notes, sell assets, reduce or delay capital investments, or seek to raise
additional capital. If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations under the
notes and our other debt.
Despite our current indebtedness levels, we may be able to incur substantially more debt. This could exacerbate further the risks associated
with our leverage.
We and our subsidiaries may incur substantial additional indebtedness, including secured indebtedness, in the future. The terms of the
indenture generally do not restrict us from doing so. In addition, the indenture will allow us to issue additional notes under certain circumstances,
which will also be guaranteed by the subsidiary guarantor. Although the indenture places some limitations on our ability and the ability of our
subsidiaries to create liens securing indebtedness, there are significant exceptions to these limitations that will allow us and our subsidiaries to
secure significant amounts of indebtedness without equally and ratably securing the notes. If we or our subsidiaries incur secured indebtedness and
such secured indebtedness is either accelerated or becomes subject to a bankruptcy, liquidation or reorganization, our and our subsidiaries' assets
would be used to satisfy obligations with respect to the indebtedness secured thereby before any payment could be made on the notes that are not
similarly secured. Subject to certain limitations relating to creation of liens, the indenture also does not restrict our non-guarantor subsidiaries from
incurring additional debt, which would be structurally senior to the notes. In addition, the indenture will not prevent us or our subsidiaries from
incurring other liabilities that do not constitute indebtedness.

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The guarantee may not be enforceable and, under specific circumstances, federal and state statutes may allow courts to void the guarantee
and require holders of notes to return payments received from the subsidiary guarantor.
Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the guarantee could be deemed a fraudulent
transfer if the subsidiary guarantor received less than a reasonably equivalent value in exchange for giving the guarantee, and one of the following
is also true:

·
the subsidiary guarantor was insolvent on the date that it gave the guarantee or became insolvent as a result of giving the guarantee;

·
the subsidiary guarantor was engaged in a business or a transaction, or was about to engage in a business or a transaction, for which

property remaining with the subsidiary guarantor was an unreasonably small capital; or the subsidiary guarantor intended to incur, or
believed that it would incur, debts that would be beyond the subsidiary guarantor's ability to pay as those debts matured.
The guarantee could also be deemed a fraudulent transfer if it was given with actual intent to hinder, delay or defraud any entity to which the
subsidiary guarantor was or became, on or after the date the guarantee was given, indebted. The measures of insolvency for purposes of the
foregoing considerations will vary depending upon the law applied in any proceeding with respect to the foregoing. Generally, however, the
subsidiary guarantor would be considered insolvent if, at the time it incurred indebtedness:

·
the sum of its debts, including contingent liabilities, is greater than all its assets, at a fair valuation;

·
the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on its existing

debts and liabilities, including contingent liabilities, as they become absolute and mature; or it could not pay its debts as they become
due.
We cannot predict:

·
what standard a court would apply in order to determine whether the subsidiary guarantor was insolvent as of the date it issued the

guarantee, or whether, regardless of the method of valuation, a court would determine that the subsidiary guarantor was insolvent on that
date; or

·
whether a court would determine that the payments under the guarantee would constitute fraudulent transfers or fraudulent conveyances

on other grounds.
The indenture governing the notes contains a "savings clause" intended to limit the subsidiary guarantor's liability under its guarantee to the
maximum amount that it could incur without causing the guarantee to be a fraudulent transfer under applicable law. We cannot assure you that this
provision will be upheld as intended. For example, in 2009, the U.S. Bankruptcy Court in the Southern District of Florida in Official Committee of
Unsecured Creditors of TOUSA, Inc. v. Citicorp N. Am., Inc. found this kind of provision in that case to be ineffective, and held the guarantee to
be fraudulent transfers and voided them in their entirety.
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If the guarantee by the subsidiary guarantor is deemed to be a fraudulent transfer, it could be voided altogether, or it could be subordinated to
all other debts of the subsidiary guarantor. In such case, any payment by the subsidiary guarantor pursuant to its guarantee could be required to be
returned to the subsidiary guarantor or to a fund for the benefit of the creditors of the subsidiary guarantor. If the guarantee is voided or held
unenforceable for any other reason, holders of the notes would cease to have a claim against the subsidiary guarantor based on the guarantee and
would be creditors only of the Company.
In addition, enforcement of the guarantee against the subsidiary guarantor will be subject to certain defenses available to guarantors and
security providers generally. These laws and defenses include those that relate to fraudulent conveyance or transfer, voidable preference, corporate
purpose or benefit, preservation of share capital, thin capitalization and regulations or defenses affecting the rights of creditors generally. If one or
more of these laws and defenses are applicable, the subsidiary guarantor may have no liability or decreased liability under its guarantee.

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Under the indenture, the change of control events that would require us to repurchase the notes are subject to a number of significant
limitations, and change of control events that affect the market price of the notes may not give rise to any obligation to repurchase the notes.
Although we will be required under the indenture to make an offer to repurchase the notes upon the occurrence of a Change of Control
Triggering Event, the term "Change of Control Triggering Event" is limited in its scope and does not include all change of control events that
might affect the market value of the notes. In particular, we are required to repurchase the notes upon certain change of control events only if, as a
result of such change of control event, the ratings of the notes are lowered below investment grade during the relevant "trigger period" and the
rating agencies assigning such lowered ratings expressly link the reduction in rating to the change of control event. As a result, our obligation to
repurchase the notes upon the occurrence of a change of control is limited and may not preserve the value of the notes in the event of a highly
leveraged transaction, reorganization, merger or similar transaction.
We may be unable to purchase the notes upon a change of control.
The terms of the notes will require us to make an offer to repurchase the notes upon the occurrence of a Change of Control Triggering Event
at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to the date of the purchase. The occurrence
of a Change of Control Triggering Event would cause an event of default under our senior credit facilities and therefore could cause us to have to
repay amounts outstanding thereunder, and any financing arrangements we may enter into in the future may also require repayment of amounts
outstanding in the event of a Change of Control Triggering Event and therefore limit our ability to fund the repurchase of your notes pursuant to the
Change of Control Offer. It is possible that we will not have sufficient funds, or be able to arrange for additional financing, at the time of the
Change of Control Triggering Event to make the required repurchase of notes. If we have insufficient funds to repurchase all notes that holders
tender for purchase pursuant to the Change of Control Offer, and we are unable to raise additional capital, an event of default would occur under
the indenture. An event of default could cause any other debt that we may have at that time to become automatically due, further exacerbating our
financial condition and diminishing the value and liquidity of the notes. We cannot assure you that additional capital would be available to us on
acceptable terms, or at all. See "Description of the New Notes--Change of Control Triggering Event."
Prior to this exchange offer, no public market existed for the notes.
Prior to completion of the exchange offer made hereby, there has been no public market for the notes. Although the initial purchasers of the
old notes advised us that they intended to make a market in the notes as permitted by applicable law, the initial purchasers are not obligated to
make a market for the notes and any market-making activities may be discontinued at any time at the sole discretion of the initial purchasers.
Accordingly, there can be no assurance that an active market for the notes will develop. Moreover, even if a market for the notes does develop, the
notes could trade at a substantial discount from their face amount. If a market for the notes does not develop, or if market conditions change,
purchasers may be unable to resell the notes for an extended period of time, if at all. Consequently, a purchaser may not be able to liquidate its
investment readily, and the notes may not be readily accepted as collateral for loans.
If a trading market does develop, changes in our credit ratings or the debt markets could adversely affect the market price of the notes.
The price for the notes depends on many factors, including:

·
our credit ratings;

·
prevailing interest rates being paid by, or the market prices for notes issued by, other companies similar to us;

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