Bond SafePass Inc. 3.4% ( US786514BT58 ) in USD

SafePass Inc.

100 % ⇌

United States

US786514BT58 ( in USD )

3.4% per year ( payment 2 times a year)

01/12/2016 - Bond has expired

Prospectus brochure of the bond Safeway Inc US786514BT58 in USD 3.4%, expired

2 000 USD

400 000 000 USD

786514BT5

B- ( Highly speculative )

B3 ( Highly speculative )

Safeway Inc. is a large American grocery chain operating primarily in the western United States, offering a variety of food and household products through its supermarkets and subsidiary brands.

The Bond issued by SafePass Inc. ( United States ) , in USD, with the ISIN code US786514BT58, pays a coupon of 3.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/12/2016

The Bond issued by SafePass Inc. ( United States ) , in USD, with the ISIN code US786514BT58, was rated B3 ( Highly speculative ) by Moody's credit rating agency.

The Bond issued by SafePass Inc. ( United States ) , in USD, with the ISIN code US786514BT58, was rated B- ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 d261596d424b2.htm PRO SUPP
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-177489
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Title of Each Class of
Amount to be
Maximum Offering
Aggregate Offering
Registration
Securities to be Registered

Registered

Price Per Unit

Price

Fee(1)
3.400% Notes due 2016

$400,000,000
99.946%

$399,784,000
$45,815.25
4.750% Notes due 2021

$400,000,000
99.749%

$398,996,000
$45,724.94

(1) The filing fee of $91,540.19 is calculated in accordance with Rules 457(o) and 457(r) of the Securities Act of 1933, as
amended. In accordance with Rules 456(b) and 457(r), the registrant initially deferred payment of all of the registration fees for
Registration Statement No. 333-177489 filed by the registrant on October 24, 2011.
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Prospectus Supplement
November 30, 2011
(To Prospectus dated October 24, 2011)
$800,000,000

We will pay interest on each series of notes on June 1 and December 1 of each year. The first such payment will be made on
June 1, 2012. The notes due 2016 will mature on December 1, 2016. The notes due 2021 will mature on December 1, 2021. We may
redeem some or all of the notes due 2016 and some or all of the notes due 2021 at any time and from time to time at the redemption
prices described under the caption "Description of the Notes--Optional Redemption."
The notes will be unsecured senior obligations and will rank equally in right of payment with all of our other unsecured senior
indebtedness from time to time outstanding. The notes will be issued only in minimum denominations of $2,000 and in integral
multiples of $1,000 in excess thereof.
Investing in the notes involves risks. See "Risk Factors" on page 3 of the accompanying prospectus.

Per Note due 2016
Total

Per Note due 2021
Total

Public offering price

99.946%
$399,784,000
99.749%
$398,996,000
Underwriting discount

0.600%
$ 2,400,000
0.650%
$ 2,600,000
Proceeds, before expenses, to us

99.346%
$397,384,000
99.099%
$396,396,000
The public offering prices set forth above do not include accrued interest, if any. Interest will accrue from December 5, 2011 if
settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the
accompanying prospectus. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for
the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./ N.V., as operator of the
Euroclear System, against payment in New York, New York on December 5, 2011.

Joint Book-Running Managers

BofA Merrill Lynch

Goldman, Sachs & Co.
J.P.
Morgan

Co-Managers

Credit Suisse

RBS

US Bancorp

Wells Fargo Securities
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No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus or any applicable free writing prospectus. You
must not rely on any unauthorized information or representations. This prospectus supplement, the accompanying prospectus and any
applicable free writing prospectus are an offer to sell only the notes offered hereby, but only under circumstances and in jurisdictions
where it is lawful to do so. The information contained in this prospectus supplement, the accompanying prospectus, any applicable
free writing prospectus and any incorporated document is current only as of their respective dates.
TABLE OF CONTENTS
Prospectus Supplement

Page
Forward-Looking Statements
S-1

Prospectus Supplement Summary
S-3

Ratio of Earnings to Fixed Charges
S-5

Use of Proceeds
S-5

Description of the Notes
S-6

Underwriting (Conflicts of Interest)
S-17
Validity of the Securities
S-20
Experts
S-20
Incorporation by Reference
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Prospectus

Page
About this Prospectus

2

Our Company

3

Risk Factors

3

Disclosure Regarding Forward-Looking Statements

3

Use of Proceeds

5

Ratio of Earnings to Fixed Charges

5

Description of Debt Securities

5

Description of Common Stock

13
Plan of Distribution

15
Validity of the Securities

17
Experts

17
Where You Can Find More Information

17
Incorporation of Certain Documents by Reference

18

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You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying
prospectus and any applicable free writing prospectus. We have not, and the underwriters have not, authorized any other person to
provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We
are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, any
applicable free writing prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our
business, financial condition, results of operations and prospects may have changed since those dates.
In this prospectus supplement and the accompanying prospectus, unless otherwise indicated or unless the context otherwise
requires, the "Company," "Safeway," "we," "us" and "our" refer to Safeway Inc. and its subsidiaries.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents that we incorporate by reference contain certain
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Such statements relate to, among other things,
the intended use of the net proceeds of this offering; changes to the total closed store reserve; uses of cash; ability to borrow under our
commercial paper program and/or bank credit facilities; our ability to obtain the planned term loan facility consistent with the terms
of our commitment letter and our expectations that the covenants for the planned term loan facility will be substantially the same as the
covenants contained in our existing credit agreement; sufficiency of liquidity; indemnification obligations; dividend payments on our
common stock; cash capital expenditures; outcomes of legal proceedings; the effect of new accounting standards; compliance with
laws and regulations; pension plan expense and contributions; obligations and contributions under benefit plans; the rate of return on
pension assets; total unrecognized tax benefits; amount of indebtedness; unrecognized compensation cost; and Lifestyle stores.
Forward-looking statements contain information about our future operating or financial performance. Forward-looking statements are
based on our current expectations and involve risks and uncertainties, which may be beyond our control, as well as assumptions. If
assumptions prove to be incorrect or if known or unknown risks and uncertainties materialize into actual events or circumstances,
actual results could differ materially from those included in or contemplated or implied by these statements. Forward-looking
statements do not strictly relate to historic or current facts. Forward-looking statements are indicated by words or phrases such as
"continuing," "ongoing," "expects," "estimates," "anticipates," "believes," "guidance" and similar words or phrases and the negative
of such words or phrases. The following are among the principal factors that could cause actual results to differ materially from the
forward-looking statements:

· general business and economic conditions in our operating regions, including the rate of inflation or deflation, consumer

spending levels, currency valuations, population, employment and job growth and/or losses in our markets;

· sales volume levels and price per item trends;

· pricing pressures and competitive factors, which could include pricing strategies, store openings, remodels or acquisitions

by our competitors;

· results of our programs to control or reduce costs, improve buying practices and control shrink;

· results of our programs to increase sales;

· results of our continuing efforts to expand corporate brands;

· results of our programs to improve our perishables departments;

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· results of our promotional programs;

· results of our capital program;

· results of our efforts to improve working capital;

· results of any ongoing litigation in which we are involved or any litigation in which we may become involved;

· the resolution of uncertain tax positions;

· the ability to achieve satisfactory operating results in all geographic areas where we operate;

· changes in the financial performance of our equity investments;

· labor costs, including benefit plan costs and severance payments, or labor disputes that may arise from time to time and

work stoppages that could occur in areas where certain collective bargaining agreements have expired or are on indefinite
extensions or are scheduled to expire in the near future;

· failure to fully realize or delay in realizing growth prospects for existing or new business ventures, including our

Blackhawk and Property Development Centers subsidiaries;

· legislative, regulatory, tax, accounting or judicial developments, including with respect to our Blackhawk subsidiary;

· the cost and stability of fuel, energy and other power sources;

· the impact of the cost of fuel on gross margins and identical-store sales;

· discount rates used in actuarial calculations for pension obligations and self-insurance reserves;

· the rate of return on our pension assets;

· the availability and terms of financing, including interest rates;

· adverse developments with regard to food and drug safety and quality issues or concerns that may arise;

· loss of a key member of senior management;

· data security or other information technology issues that may arise;

· unanticipated events or changes in real estate matters, including acquisitions, dispositions and impairments;

· adverse weather conditions and effects from natural disasters;

· performance in new business ventures or other opportunities that we pursue; and

· the capital investment in and financial results from our Lifestyle stores.
We undertake no obligation to update forward-looking statements to reflect new information, events or developments after the
date hereof. For additional information regarding these risks and uncertainties, see our most recent Annual Report on Form 10-K, as
amended, subsequent Quarterly Reports on Form 10-Q and subsequent Current Reports on Form 8-K and the section in the
accompanying prospectus under the caption "Risk Factors."

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PROSPECTUS SUPPLEMENT SUMMARY
The Company
We are one of the largest food and drug retailers in North America, with 1,681 stores at September 10, 2011. Our U.S. retail
operations are located principally in California, Oregon, Washington, Alaska, Colorado, Arizona, Texas, the Chicago
metropolitan area and the Mid-Atlantic region. Our Canadian retail operations are located principally in British Columbia,
Alberta and Manitoba/Saskatchewan. In support of our retail operations, we have an extensive network of distribution,
manufacturing and food-processing facilities. We also own and operate GroceryWorks.com Operating Company, LLC, an online
grocery channel, doing business under the names Safeway.com, Vons.com and Genuardis.com.
We also have a 49% ownership interest in Casa Ley, S.A. de C.V., which operates approximately 168 food and general
merchandise stores in Western Mexico as of January 1, 2011.
Blackhawk Network, Inc., or Blackhawk, our majority-owned subsidiary, provides third-party gift cards, prepaid cards,
telecom cards and sports and entertainment cards through leading grocery, convenience and other retailers in Northern America,
Europe and Asia.
Our principal executive offices are located at 5918 Stoneridge Mall Road, Pleasanton, California 94588, and our telephone
number is (925) 467-3000.
Recent Developments
On November 18, 2011, we entered into a commitment letter with Merrill Lynch, Pierce, Fenner & Smith Incorporated and
J.P. Morgan Securities LLC, as joint lead arrangers, for a planned delayed draw term loan facility, which we refer to as the
planned term loan facility. The commitment letter includes commitments from Bank of America, N.A. and JP Morgan Chase Bank,
N.A. for a portion of the planned term loan facility and a best efforts syndication for the remaining portion. We expect the planned
term loan facility to provide for term loans to be made in two draws within four months of the closing of the facility in an
aggregate amount of up to $700.0 million. We expect the planned term loan facility will have a maturity date of three years and
three months from the closing of the facility. The net proceeds of the loans made under the planned term loan facility may be used
for general corporate purposes, including to fund our stock repurchase program, to repay or refinance bank loans, commercial
paper and other borrowings, and for working capital, capital expenditures and acquisitions. We expect the covenants, including
the financial maintenance covenants, in the planned term loan facility will be substantially the same as the covenants contained in
our existing credit agreement dated as of June 1, 2011. The closing of the planned term loan facility is subject to receipt of
sufficient commitments and to satisfaction of other closing conditions.
On November 29, 2011, our board of directors increased the authorized level of our stock repurchase program by $1.0
billion to a total of $8.0 billion. There was approximately $0.9 billion remaining under the program as of September 10, 2011.
Our stock repurchase program does not have an expiration date, and the timing and volume of future repurchases will depend on
factors such as our day-to-day business needs, as well as our stock price and economic and market conditions. Repurchases of
any stock under the stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.

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The Offering
Securities Offered
$400,000,000 aggregate principal amount of 3.400% notes due 2016.

$400,000,000 aggregate principal amount of 4.750% notes due 2021.

Maturity Dates
The notes due 2016 will mature on December 1, 2016.

The notes due 2021 will mature on December 1, 2021.

Interest Rate on Notes due 2016
3.400% per year, accruing from December 5, 2011.

Interest Rate on Notes due 2021
4.750% per year, accruing from December 5, 2011.

Interest Payment Dates for Notes due 2016
June 1 and December 1, commencing June 1, 2012.

Interest Payment Dates for Notes due 2021
June 1 and December 1, commencing June 1, 2012.

Optional Redemption
We may redeem some or all of the notes due 2016 and the notes due 2021 at any
time and from time to time at the redemption prices described under the caption
"Description of the Notes--Optional Redemption."

Repurchase Upon a Change of Control
Upon the occurrence of a change of control triggering event (as defined herein),
Triggering Event
we will be required to make an offer to purchase the notes at a price equal to
101% of their principal amount plus accrued and unpaid interest to the date of
repurchase. See "Description of the Notes--Change of Control Offer."

Covenants
The indenture contains covenants that limit our ability and our subsidiaries'
ability to incur liens securing our indebtedness and to engage in sale and
leaseback transactions. See "Description of the Notes--Covenants."

No Limitation on Incurrence of New Debt
The indenture does not limit the amount of debt that we may issue.

Ranking
The notes will be unsecured senior obligations and will rank equally in right of
payment with our other unsecured senior indebtedness from time to time
outstanding.

Conflicts of Interest
Certain underwriters or their affiliates are dealers under our U.S. commercial
paper program or lenders under our existing credit agreement or money market
bank credit facilities and may be lenders under our planned term loan facility.
Net proceeds of this offering may be used to repay outstanding indebtedness,
including amounts under these facilities or our commercial paper program. In
addition, certain underwriters or their affiliates may hold equity in the Company.
As a result, certain underwriters or their affiliates may receive their pro rata
portion of the net proceeds from this offering through the repayment of these
borrowings or repurchases of stock under the Company's stock repurchase
program. In the event that more than 5% of the net proceeds of this offering is
paid to any underwriter or its affiliates, this offering will be made in accordance
with the provisions of FINRA Rule 5121 because such underwriter is deemed to
have a "conflict of interest" as defined by such rule. See "Underwriting
(Conflicts of Interest)--Conflicts of Interest."

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RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for the periods indicated are as follows:

36 Weeks
Fiscal Year
Ended
September 10,
52 Weeks
52 Weeks
53 Weeks
52 Weeks
52 Weeks

2011

2010

2009

2008

2007

2006
Ratio of earnings to fixed charges(a)

2.56x

2.59x
NM(b)
3.45x
3.14x
2.80x
(a) For these ratios, "earnings" represents income before income taxes, the cumulative effect of accounting changes, net equity in
earnings of unconsolidated affiliates, non-controlling interests and fixed charges (other than capitalized interest). "Fixed
charges" represents interest expense on indebtedness (including capitalized interest and interest income (expense) from hedging
activities related to indebtedness) and a share of rental expense which is deemed to be representative of the interest factor.
(b) NM indicates not meaningful. In 2009, earnings were inadequate to cover fixed charges by approximately $969.3 million due to
our recording non-cash goodwill impairment charges of $1,974.2 million, before tax.
USE OF PROCEEDS
We anticipate that our net proceeds from the sale of the notes will be approximately $793.5 million after deducting the
underwriting discount and our estimated offering expenses. We intend to use the net proceeds from this offering, together with
borrowings under our planned $700 million term loan facility, to repay the $800 million aggregate outstanding principal amount of
our 5.80% Senior Notes due August 15, 2012, and for other general corporate purposes, including funding stock repurchases under
our stock repurchase program, repaying or refinancing bank loans, commercial paper and other borrowings, and for working capital,
capital expenditures and acquisitions. Pending the use of the net proceeds for these purposes, we may temporarily invest all or a
portion of the net proceeds in short-term interest bearing instruments or other investment grade securities or reduce indebtedness
under our U.S. commercial paper program. Borrowings under our U.S. commercial paper program have been used for working
capital purposes. As of September 10, 2011, the outstanding amount of borrowings under our U.S. commercial paper program was
approximately $431 million. The weighted average interest rate on outstanding borrowings under our U.S. commercial paper program
was 0.39% per annum and the average maturity on outstanding borrowings under our U.S. commercial paper program was 11.8 days.

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DESCRIPTION OF THE NOTES
The following description of the terms of the notes (referred to in the accompanying prospectus as the "debt securities")
supplements, and to the extent inconsistent, replaces the description of the general terms and provisions of the debt securities set forth
in the accompanying prospectus.
We will issue the notes under an indenture between us and The Bank of New York Mellon Trust Company, N.A., formerly known
as The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee. The notes will constitute two
different series of debt securities described in the accompanying prospectus. We have summarized select portions of the indenture
below. The summary is not complete and is qualified by reference to the indenture. Capitalized terms not otherwise defined herein
have the meanings given them in the accompanying prospectus or the indenture.
In this section, "we," "our" and "us" mean Safeway Inc. excluding, unless the context otherwise requires or as otherwise
expressly stated, our subsidiaries.
General
The notes due 2016 will initially be limited to $400,000,000 aggregate principal amount and will mature on December 1, 2016.
The notes due 2021 will initially be limited to $400,000,000 aggregate principal amount and will mature on December 1, 2021. Each
series of notes will bear interest from December 5, 2011 at the respective rate shown on the front cover of this prospectus
supplement, payable on June 1 and December 1 of each year, commencing June 1, 2012, to the persons in whose names the notes are
registered on the preceding May 15 and November 15, respectively. Interest on the notes will be computed on the basis of a 360-day
year consisting of twelve 30-day months. The notes will be issued in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.
We may, from time to time, without notice to or the consent of the holders of the notes of any series, increase the principal
amount of the notes due 2016 or the notes due 2021 under the indenture and issue such increased principal amount (or any portion
thereof), in which case any additional notes so issued shall have the same form and terms (other than the date of issuance and, under
certain circumstances, the date from which interest thereon shall begin to accrue and the first interest payment date), and shall carry
the same right to receive accrued and unpaid interest, as the notes of such series previously issued, and such additional notes shall
form a single series with the notes due 2016 or the notes due 2021, as applicable.
We will pay principal and interest on the notes, register the transfer of notes and exchange the notes at our office or agency
maintained for that purpose (which initially will be the office of the trustee located at 700 South Flower Street, Suite 500, Los
Angeles, CA 90017, Attention: Corporate Trust Administration). So long as the notes are represented by global debt securities, the
interest payable on the notes will be paid to Cede & Co., the nominee of the Depositary, or its registered assigns as the registered
owner of such global debt securities, by wire transfer of immediately available funds on each of the applicable interest payment
dates. If any of the notes are no longer represented by a global debt security, we have the option to pay interest by check mailed to the
address of the person entitled to the interest. No service charge will be made for any transfer or exchange of notes, but we may
require payment of a sum sufficient to cover any tax or other governmental charge payable.
Optional Redemption
Each series of notes will be redeemable in whole or in part at any time and from time to time, at our option, at a redemption
price equal to the greater of:

· 100% of the principal amount of the notes of such series to be redeemed; or

· the sum of the present values of the remaining scheduled payments of principal and interest on the notes of such series to be
redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual

basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 40 basis points
in the case of the notes due 2016 or plus 45 basis points in the case of the notes due 2021.

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In each case we will pay accrued and unpaid interest on the principal amount being redeemed to the date of redemption.
"Comparable Treasury Issue" means, with respect to any redemption date for the notes of any series, the United States Treasury
security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes of such
series 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 such notes.
"Comparable Treasury Price" means, with respect to any redemption date for the notes of any series, (1) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers that we appoint to act as the Independent
Investment Banker from time to time.
"Reference Treasury Dealer" means, with respect to any redemption date for the notes of any series, Goldman, Sachs & Co., J.P.
Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated and their respective successors, and one other firm
that is a primary U.S. Government securities dealer (each a "Primary Treasury Dealer") which we specify from time to time;
provided, however, that if any of them ceases to be a Primary Treasury Dealer, we will substitute another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for
the notes of any series, the average, as determined by the Trustee, 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 Trustee by such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third business day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date for the notes of any series, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date and series of
notes.
Notice of redemption will be mailed at least 15 but not more than 60 days before the redemption date to each holder of record of
the notes to be redeemed at its registered address. The notice of redemption for the notes will state, among other things, the amount of
notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation
and surrender of notes to be redeemed. Unless we default in the payment of the redemption price, interest will cease to accrue on any
notes that have been called for redemption at the redemption date.
Change of Control Offer
If a change of control triggering event occurs with respect to a series of notes, unless we have exercised our option to redeem
such series of notes as described above, we will be required to make an offer (the "change of control offer") to each holder of the
notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes on the
terms set forth in the notes. In the change of control offer, we will be required to offer payment in cash equal to 101% of the aggregate
principal amount of notes repurchased, plus accrued and unpaid interest, if any, on the notes repurchased to the date of repurchase (the
"change of control payment"). Within 30 days following any change of control triggering event or, at our option, prior to any change of
control, but after public announcement of the transaction that constitutes or may constitute the change of control, a notice will be
mailed to holders of the notes describing the transaction that constitutes or may constitute the change of control triggering event and
offering to repurchase the notes on the date specified in the notice, which date will be no

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