Bond Xeriam 9.5% ( US98416JAE01 ) in USD

Issuer Xeriam
Market price 100 %  ⇌ 
Country  United States
ISIN code  US98416JAE01 ( in USD )
Interest rate 9.5% per year ( payment 2 times a year)
Maturity 15/08/2021 - Bond has expired



Prospectus brochure of the bond Xerium US98416JAE01 in USD 9.5%, expired


Minimal amount 2 000 USD
Total amount 480 000 000 USD
Cusip 98416JAE0
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Xerium Technologies is a global provider of engineered textiles and related consumables for the pulp, paper, and nonwovens industries.

Xerium's US$480,000,000 9.5% bond (CUSIP: 98416JAE0, ISIN: US98416JAE01), issued in the United States, matured on August 15, 2021, and has been repaid at 100% of face value.







424B3 1 xerium3172711-424b3.htm PROSPECTUS
File d Pursua nt t o Rule 4 2 4 (b)(3 )
Re gist ra t ion N o. 3 3 3 -2 1 4 9 2 4
PROSPECT U S
$ 4 8 0 ,0 0 0 ,0 0 0
Ex c ha nge Offe r for
$ 4 8 0 ,0 0 0 ,0 0 0 Out st a nding 9 .5 0 0 % Se nior Se c ure d N ot e s due 2 0 2 1
for
A Lik e Princ ipa l Am ount of Re gist e re d 9 .5 0 0 % Se nior Se c ure d N ot e s due 2 0 2 1
_________________________
On August 9, 2016, we issued $480 million aggregate principal amount of 9.500% senior secured notes due 2021 in a private placement exempt from the registration
requirements under the Securities Act of 1933, as amended (the "Securities Act"), which we refer to as the "old notes." In connection with that private placement, we
entered into a registration rights agreement in which we agreed, among other things, to complete an exchange offer of the old notes for the exchange notes. We are
offering to exchange a new issue of 9.500% senior secured notes due 2021 (the "exchange notes") for an equal principal amount of our outstanding old notes. We
sometimes refer to the old notes and the exchange notes in this prospectus together as the "notes."
T he e x c ha nge offe r e x pire s a t 5 :0 0 p.m ., N e w Y ork Cit y t im e , on J a nua ry 1 8 , 2 0 1 7 , unle ss e x t e nde d.
T e rm s of t he Ex c ha nge Offe r:
?
The exchange offer is subject to certain conditions, including that the exchange offer does not violate any law or applicable interpretation of any law by the staff of the
Securities and Exchange Commission (the "SEC").

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You may withdraw your tendered old notes at any time before the exchange offer expires.

?
We will not receive any cash proceeds from the exchange offer.

?
We do not intend to list the exchange notes on any national securities exchange or seek approval through any automated quotation system, and no active market
currently exists for the old notes or is anticipated for the exchange notes to be issued.

?
The terms of the exchange notes are identical in all material respects (including principal amount, interest rate, maturity and redemption rights) to the old notes for
which they may be exchanged, except that the exchange notes will be registered under the Securities Act, generally will not be subject to transfer restriction or be
entitled to registration rights or related provisions relating to additional interest applicable to the old notes and will bear a different CUSIP or ISIN number from the old
notes.

?
Each of our wholly-owned domestic restricted subsidiaries (other than those that are securitization subsidiaries or immaterial subsidiaries) existing as of the issue date
of the old notes fully and unconditionally guarantee the exchange notes on a senior secured basis. These guarantees of the exchange notes will be senior secured
obligations of the Guarantors (as hereinafter defined). None of our foreign subsidiaries will guarantee the exchange notes.

?
The exchange notes will be our senior obligations, will rank equal in right of payment with all of our and the subsidiary Guarantors' existing and future senior
indebtedness and will rank senior to all our and the guarantors' existing and future subordinated indebtedness.
Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of the exchange notes. The accompanying letter of transmittal relating to the exchange offer states that by so acknowledging and 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 exchange 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 date of this prospectus, we
will make this prospectus available to broker-dealers upon request for use in connection with any such resale. See "Plan of Distribution."
An inve st m e nt in t he e x c ha nge not e s involve s risk s. Y ou should c a re fully re vie w t he risk fa c t ors be ginning
on pa ge 8 of t his prospe c t us for a disc ussion of t he fa c t ors you should c onside r in c onne c t ion w it h t he
e x c ha nge offe r.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he se se c urit ie s or
de t e rm ine d if t his prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
T he da t e of t his prospe c t us is De c e m be r 1 6 , 2 0 1 6 .
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T ABLE OF CON T EN T S
PAGE
ABOU T T H I S PROSPECT U S
i
FORWARD-LOOK I N G ST AT EM EN T S
i
I N FORM AT I ON I N CORPORAT ED BY REFEREN CE
ii
WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON
iii
SU M M ARY
1
RI SK FACT ORS
8
SELECT ED FI N AN CI AL DAT A
1 6
RAT I O OF EARN I N GS T O FI X ED CH ARGES
1 7
U SE OF PROCEEDS
1 8
DESCRI PT I ON OF EX CH AN GE N OT ES
1 9
T H E EX CH AN GE OFFER
9 2
CERT AI N U .S. FEDERAL I N COM E T AX CON SI DERAT I ON S
1 0 2
PLAN OF DI ST RI BU T I ON
1 0 3
LEGAL M AT T ERS
1 0 3
EX PERT S
1 0 3
ABOU T T H I S PROSPECT U S
In making your decision regarding participation in the exchange offer, you should rely only on the information contained in this
prospectus. This prospectus incorporates important business and financial information about us that is not included in or delivered
with this prospectus. We have not authorized anyone to provide you with any other information. We are not making an offer of
these securities in places where the offer is not permitted. The information contained in or incorporated by reference into this
prospectus is accurate as of the date of the document containing such information, regardless of the time of any offer of the
exchange notes. Our business, financial condition, results of operations or cash flow may have changed since that date. You
should read this prospectus together with the additional information described under the headings "Information Incorporated by
Reference" and "Where You Can Find More Information."
This prospectus may be supplemented from time to time to add, update or change information in this prospectus. Any statement
contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a
statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be
deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to
constitute a part of this prospectus.
FORWARD-LOOK I N G ST AT EM EN T S
This prospectus, including information incorporated by reference into this prospectus, contains forward-looking statements in
addition to historical information. These statements relate to future events or to our future financial performance and involve known
and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or
achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or
implied by these forward-looking statements. In some cases, forward-looking statements can be identified by the use of words such
as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," or "continue" or the
negative of these terms or other comparable terminology. Undue reliance should not be placed on forward-looking statements
because they involve known and unknown risks, uncertainties, and other factors that are, in some cases, beyond our control and
that could materially affect actual results, levels of activity, performance, or achievements. Factors that could materially affect our
actual results, levels of activity, performance or achievements include, but are not limited to, the following items:
¦
rate and magnitude of decline in graphical grade paper production;

¦
fluctuations in interest rates and currency exchange rates;
i
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¦
over-capacity of certain grades of paper, leading to distressed profit situations;

¦
execution risk related to the startup of our new facilities in China and Turkey and our expansion projects;

¦
local economic conditions in the areas around the world where we conduct business;

¦
quality issues with new products that could lead to higher warranty and quality costs;

¦
structural shifts in the demand for paper;

¦
the effectiveness of our strategies and plans;

¦
sudden increase or decrease in production capacity;

¦
trend toward extended life in forming fabrics, leading to reduced market size;

¦
our development and marketing of new technologies and our ability to compete against new technologies developed by
competitors;

¦
variations in demand for our products, including our new products;

¦
fluctuations in the price of our component supply costs and energy costs;

¦
our ability to generate substantial operating cash flow to fund growth and unexpected cash needs;

¦
occurrences of terrorist attacks or an armed conflict involving the United States or any other country in which we conduct
business, or any other domestic or international calamity, including natural disasters; and

¦
changes in the policies, laws, regulations and practices of the United States and any foreign country in which we operate or
conduct business, including changes regarding taxes and the repatriation of earnings.
Other factors that could materially affect our actual results, levels of activity, performance or achievements can be found in the
"Risk Factors" section in this prospectus and in our Annual Report (as defined herein). If any of these risks or uncertainties
materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we project. Any
forward-looking statement included or incorporated by reference in this prospectus reflects our current views with respect to future
events and is subject to these and other risks, uncertainties, and assumptions relating to our operations, results of operations,
growth strategy, and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any
reason, whether as a result of new information, future events, or otherwise, except as required by law.
I N FORM AT I ON I N CORPORAT ED BY REFEREN CE
We have "incorporated by reference" the information we file with the SEC, which means that we have disclosed important
information to you by referring you to those documents. The information incorporated by reference is considered to be part of this
prospectus and the information we file later with the SEC prior to the completion of this offering will automatically update and
supersede this information.
We previously filed the following documents with the SEC (File No. 001-32498) and such filings are incorporated by reference into
this prospectus:
¦
Annual Report on Form 10-K for the year ended December 31, 2015, as amended by Amendment No. 1 thereto filed with the
SEC on April 29, 2016 (as so amended, our "Annual Report");

¦
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016; and

¦
Current Reports on Form 8-K filed with the SEC on January 6, 2016, May 10, 2016, June 16, 2016, July 11, 2016, July 19,
2016 (Item 9.01 only), July 28, 2016 (Items 1.01 and 9.01 only) and August 9, 2016 (Items 1.01, 2.03 and 9.01 only).
ii
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All documents we file with the SEC pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act before the exchange offer
described in this prospectus is terminated are incorporated by reference into this prospectus from the date of the filing of the
documents, except for information "furnished" under Item 2.02 or Item 7.01 of Form 8-K or other information "furnished" to the SEC
which is not deemed filed and not incorporated by reference in this prospectus. Information we subsequently file with the SEC that
is incorporated by reference into this prospectus will automatically update and may replace information in this prospectus and
information filed with the SEC previously.
You may request a copy of these filings (other than exhibits, unless the exhibits are specifically incorporated by reference into these
documents) at no cost by writing or telephoning Investor Relations at the following address and telephone number:
Xerium Technologies, Inc.
14101 Capital Boulevard
Youngsville, NC 27596
Telephone: 919-526-1444
You should rely only upon the information in or incorporated by reference in this prospectus. We have not authorized anyone to
provide you with different information. You should not assume that the information in this prospectus is accurate as of any date
other than the date of this prospectus.
T o obt a in t im e ly de live ry of t he re que st e d inform a t ion, you m ust re que st t his inform a t ion by J a nua ry 1 0 ,
2 0 1 7 , w hic h is five busine ss da ys be fore t he e x pira t ion da t e of t he e x c ha nge offe r. I f w e e x t e nd t he
e x c ha nge offe r, you m ust re que st t his inform a t ion a t le a st five busine ss da ys be fore t he e x pira t ion of t he
e x c ha nge offe r, a s e x t e nde d.
WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON
We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes
being offered hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set
forth in the registration statement. For further information with respect to us and the exchange notes, reference is made to the
registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not
necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy
of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an
exhibit is qualified in all respects by the filed exhibit. You may obtain a copy of the registration statement and its exhibits, free of
charge, by oral or written request directed to: Xerium Technologies, Inc., 14101 Capital Boulevard, Youngsville, NC 27596,
Attention: Corporate Secretary, phone number (919) 526-1400. The registration statement, including the exhibits, can be read on
the website of the SEC or at the offices of the SEC as further described in the following paragraph.
We file certain reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and other reports
required pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). You may read and copy any
materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may
obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic
filer, and the SEC maintains an internet site at http://www.sec.gov that contains the reports and other information that we file
electronically. In addition, we make available free of charge, through our website at www.xerium.com, our annual report on Form
10-K and quarterly reports on Form 10-Q, and all amendments to those reports, together with all other materials we file with or
furnish to the SEC, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The
information provided on or accessible through our website is not part of this prospectus, and is therefore not incorporated by
reference unless such information is specifically referenced elsewhere in this prospectus.
iii
SU M M ARY
This summary may not contain all of the information that may be important to you. You should read this summary together
with the entire prospectus, including the risk factors and the financial statements and the related notes included elsewhere
or incorporated by reference in this prospectus, before making a decision with respect to an investment in the exchange
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notes. Unless otherwise noted, references in this prospectus to "Xerium," the "Company," the "Issuer," "we," "our" and "us"
mean Xerium Technologies, Inc. and its subsidiaries. The term "Subsidiary Guarantors" or "Guarantors" refers to those
subsidiaries of Xerium Technologies, Inc. that guarantee the exchange notes and the old notes.
T he Com pa ny
Xerium is a leading global provider of industrial consumables and mechanical services used in the production of paper,
paperboard, building products and nonwoven materials. Our operations are strategically located in the major paper-making
regions of the world, including North America, Europe, Latin America and Asia-Pacific.
Our products play key roles in the formation and processing of paper along the length of a paper-making machine. Paper
producers rely on our products and services to help improve the quality of their paper, differentiate their paper products,
operate their paper-making machines more efficiently and reduce production costs. Our products and services typically
represent only a small percentage of a paper producer's overall production costs, yet they can reduce costs by permitting
the use of lower-cost raw materials and by reducing energy consumption. Paper producers must replace machine clothing
and refurbish or replace roll covers periodically as these products wear down during the paper production process. Our
products are designed to withstand high temperatures, chemicals and high pressure conditions and are the result of a
substantial investment in research and development and highly sophisticated manufacturing processes.
We operate in two principal business segments: clothing and roll covers. In our clothing segment, we manufacture and sell
highly engineered synthetic textile belts that transport paper as it is processed in a paper-making machine. Clothing plays a
significant role in the forming, pressing and drying stages of paper production. Because paper-making processes and
machine specifications vary widely, the clothing size, form, material and function is custom engineered to fit each individual
paper-making machine and process. For the nine months ended September 30, 2016, our clothing segment represented
61% of our net sales.
Our roll cover products provide a surface with the mechanical properties necessary to process the paper sheet in a cost-
effective manner that delivers the sheet qualities desired by each paper producer. We tailor our roll covers to individual
paper-making machines and processes, using different materials, treatments and finishings. In addition to manufacturing and
selling new roll covers, we also provide refurbishment services for previously installed roll covers and we manufacture new
and rebuilt spreader rolls. We also provide various related products and services to our customers, both directly and through
third party providers, as a growing part of our overall product offering through our roll covers sales channels. For the nine
months ended September 30, 2016, our roll cover segment represented 39% of our net sales.
Our Corpora t e I nform a t ion
Xerium is a Delaware corporation. Our principal executive office is located at 14101 Capital Boulevard, Youngsville, North
Carolina, and our telephone number is (919) 526-1400. Xerium maintains a website at www.xerium.com. Information
contained on our website does not constitute a part of this prospectus and is not being incorporated by reference herein.
1
Sum m a ry T e rm s of t he Ex c ha nge Offe r
The following is a brief summary of the principal terms of the exchange offer. For a more detailed description of the
exchange notes, see "The Exchange Offer" in this prospectus.
The Exchange Offer
We are offering to exchange up to $480,000,000 in aggregate principal
amount of our exchange notes for an equal principal amount of our old
notes.

Expiration of The Exchange Offer; Withdrawal of
The exchange offer will expire at 5:00 p.m., New York City time, on
Tender
January 18, 2017, unless we decide to extend it. We do not currently
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intend to extend the expiration of the exchange offer. You may
withdraw your tender of old notes in the exchange offer at any time
before the expiration of the exchange offer. If we decide for any reason
not to accept your old notes tendered for exchange, the old notes will
be returned to you at our expense promptly after the expiration or
termination of the exchange offer.

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, which we may
waive. Please read "The Exchange Offer--Conditions to the Exchange
Offer" for more information regarding the conditions to the exchange
offer.

Procedures for Tendering Old Notes
Unless you comply with the procedures described under the caption
"The Exchange Offer--Procedures for Tendering--Guaranteed
Delivery," you must do one of the following on or prior to the expiration
of the exchange offer to participate in the exchange offer:
¦
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 US Bank, as registrar and exchange agent, at the
address listed 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, US Bank, as registrar and exchange agent, must
receive a confirmation of book-entry transfer of your old notes into
the exchange agent's account at The Depository Trust Company
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, please read the
discussion under the caption "The Exchange Offer--Procedures
for Tendering--Book-Entry Transfer."
2
Guaranteed Delivery Procedures
If you are a registered holder of the old notes and wish to tender your
old notes in the exchange offer, but:
¦
the old notes are not immediately available;

¦
time will not permit your old notes or other required documents to
reach the exchange agent before the expiration of the exchange
offer; or

¦
the procedure for book-entry transfer cannot be completed prior
to the expiration of the exchange offer,
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then you may tender old notes by following the procedures described
under the caption "The Exchange Offer--Procedures for Tendering--
Guaranteed Delivery."
Special Procedures for Beneficial Owners
If you are a beneficial owner whose old notes are registered in the
name of a 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 the
certificates for 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.

Consequences of Failure to Exchange
Any old notes that are not tendered in the exchange offer, or that are
not accepted in the exchange, will remain subject to the restrictions on
transfer provided for in the old notes and in the indenture. In general,
since the old notes have not been registered under the U.S. federal
securities laws, you will not be able to offer or sell the old notes except
under an exemption from, or in a transaction not subject to, the
requirements of the Securities Act or unless the old notes are
registered under the Securities Act. Other than in connection with the
exchange offer, we do not currently anticipate that we will register the
old notes under the Securities Act.

Certain U.S. Federal Income Tax Considerations
The exchange of old notes for exchange notes in the exchange offer
should not constitute a taxable exchange for U.S. federal income tax
purposes. See "Certain U.S. Federal Income Tax Considerations."

Use Of Proceeds
We will not receive any proceeds from the issuance of the exchange
notes in exchange for the outstanding old notes. We are making this
exchange solely to satisfy our obligations under the registration rights
agreement entered into in connection with the offering of the old notes.
See "Use of Proceeds."

Fees and Expenses
We will pay all of our expenses incident to the exchange offer.

Exchange Agent
We have appointed US Bank as exchange agent for the exchange
offer. You can find the address, telephone number and fax number of
the exchange agent under "The Exchange Offer--Exchange Agent."
3
Effect on Holders of Old Notes
As a result of the making of, and upon acceptance for exchange of all
validly tendered old notes pursuant to the terms of, the exchange offer,
we will have fulfilled a covenant contained in the registration rights
agreement (except in certain limited circumstances) and, accordingly,
we will not be obligated to pay additional interest as described in the
registration rights agreement. If you are a holder of old notes and do
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not tender your old notes in the exchange offer, you will continue to
hold such old notes and you will be entitled to all the rights and
limitations applicable to the old notes in the indenture, except for any
rights under the registration rights agreement that by their terms
terminate upon the consummation of the exchange offer (except in
certain limited circumstances). See "Risk Factors--If you do not
exchange your old notes, they may be difficult to resell."

Transferability
Based on existing interpretations of the Securities Act by the staff of
the SEC, as set forth in several no-action letters issued to third parties
that are not related to us, we believe that the exchange notes you
receive in the exchange offer may be offered for resale, resold or
otherwise transferred by you without further compliance with the
registration and prospectus delivery provisions of the Securities Act so
long as:
¦
the exchange notes are being acquired in the ordinary course of
your business;

¦
you are not participating, do not intend to participate, and have no
arrangement or understanding with any person to participate in
the distribution of the exchange notes issued to you in the
exchange offer;

¦
you are not our affiliate (as defined in Rule 405 under the
Securities Act); and

¦
you are not a broker-dealer tendering old notes acquired directly
from us for your account.

Each broker-dealer that receives exchange notes for its own account in
exchange for old notes, where the old notes were acquired by such
broker-dealer as a result of market-making or other trading activities,
must acknowledge that it will deliver a prospectus in connection with
any resale of such exchange notes during the 90 days after the
expiration of the exchange offer. Please read "Plan of Distribution."
Our belief that transfers of these exchange notes would be permitted
without registration or prospectus delivery under the conditions
described above is based on SEC interpretations given to other,
unrelated issuers in similar exchange offers. We cannot assure you
that the SEC would make similar determinations with respect to this
exchange offer. If any of these conditions are not satisfied, or if our
belief is not accurate, and you transfer any exchange notes issued to
you in the exchange offer without delivering a resale prospectus
meeting the requirements of the Securities Act or without an exemption
from registration of your exchange notes from those requirements, you
may incur liability under the Securities Act. We will not assume, be
responsible for, or indemnify you against, any such liability.
Please read "The Exchange Offer--Resales of Exchange Notes" for
more information regarding resales of the exchange notes.
4
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Sum m a ry T e rm s of t he Ex c ha nge N ot e s
The following is a brief summary of the principal terms of the exchange notes. For a more detailed description of the
exchange notes, see "Description of Exchange Notes" in this prospectus.
Issuer
Xerium Technologies, Inc.

Securities Offered
$480.0 million in aggregate principal amount of 9.500% senior secured
notes due 2021.

Maturity Date
August 15, 2021.

Interest
Interest on the exchange notes accrues at a rate of 9.500% per annum
and is payable semiannually in cash in arrears on February 15 and
August 15 of each year, commencing on February 15, 2017.

Guarantees
Each of our wholly-owned domestic restricted subsidiaries (other than
those that are securitization subsidiaries or immaterial subsidiaries)
existing as of the issue date of the old notes fully and unconditionally
guarantee the exchange notes on a senior secured basis. The
guarantees by the Guarantors of the exchange notes rank equally in
right of payment with all existing and future senior indebtedness of the
Guarantors. Our non-guarantor subsidiaries accounted for
approximately 70% of our net sales for the nine-month period ended
September 30, 2016 and approximately 73% and 26% of our total
assets and liabilities, respectively, as of September 30, 2016.

Security
The exchange notes and the guarantees are secured by (i) a first
priority lien on all of our existing and future property and assets

constituting Notes Priority Collateral and (ii) a second priority lien on all
of our existing and future property and assets constituting ABL Priority
Collateral, in each case subject to permitted liens, as described under
the caption "Description of Exchange Notes -- Security".

Ranking
The exchange notes are our senior secured obligations. They rank
equal in right of payment with our existing and future senior
indebtedness and senior in right of payment to any of our existing and
future subordinated indebtedness. As a consequence of lien
subordination provisions under an intercreditor agreement, the
exchange notes are effectively subordinated to our revolving credit
facility to the extent of the value of the ABL Priority Collateral and
effectively senior to our revolving credit facility to the extent of the
value of the Notes Priority Collateral, as described under the caption
"Description of Exchange Notes -- Intercreditor Agreement".
5
Optional Redemption
On and after August 15, 2018, we may redeem the exchange notes, in
whole or in part, at the redemption prices specified under the caption
"Description of Exchange Notes -- Optional Redemption," plus accrued
and unpaid interest to the date of redemption.
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At any time prior to August 15, 2018, we may redeem up to 35% of the
aggregate principal amount of the exchange notes together with any
additional exchange notes issued under the indenture with the net cash
proceeds of certain equity offerings as described under the caption
"Description of Exchange Notes -- Optional Redemption."
At any time prior to August 15, 2018, we may redeem the exchange
notes, in whole or in part, at a price equal to 100% of the principal
amount thereof, plus an applicable "make-whole" premium and accrued
and unpaid interest to the date of redemption, as described under the
caption "Description of Exchange Notes -- Optional Redemption."

Change of Control Offer
If a change of control occurs, we must give holders of the exchange
notes an opportunity to sell to us their exchange notes at a purchase
price equal to 101% of the principal amount of the exchange notes,
plus accrued and unpaid interest to the purchase date, subject to
certain conditions. See "Description of Exchange Notes -- Repurchase
at the Option of Holders -- Change of Control Triggering Event."

Asset Sale Offer
Upon the occurrence of certain asset sales, we may be required to use
the net proceeds of such asset sales to purchase some of the
exchange notes at 100% of the principal amount thereof plus accrued
and unpaid interest to the date of repurchase.

Excess Cash Flow Offer
Subject to certain conditions, within 95 days of the end of each fiscal
year, we will be required to make an offer to repurchase Exchange
Notes using 75% of excess cash flow for the prior fiscal year,
commencing with the fiscal year ending December 31, 2017, for a cash
purchase price of 101.5% of the principal amount thereof, plus accrued
and unpaid interest to the date of purchase; provided that for the fiscal
year ending December 31, 2017, excess cash flow will be calculated
for the five consecutive fiscal quarters ended December 31, 2017. See
"Description of Exchange Notes--Repurchase at the Option of Holders
--Excess Cash Flow Offer."
6
Certain Covenants
The indenture governing the exchange notes contains covenants that
restrict our ability and the ability of certain of our subsidiaries to, among
other things:
¦
incur or guarantee additional indebtedness or issue preferred
stock;

¦
pay dividends or make other distributions to stockholders;

¦
make certain investments or acquisitions;

¦
purchase or redeem capital stock or subordinated indebtedness;

¦
create liens;

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