Obbligazione LifePoint Health 5.5% ( US53219LAM19 ) in USD

Emittente	LifePoint Health
Prezzo di mercato	100 USD ▼
Paese	Stati Uniti
Codice isin	US53219LAM19 ( in USD )
Tasso d'interesse	5.5% per anno ( pagato 2 volte l'anno)
Scadenza	01/12/2021 - Obbligazione è scaduto
La brochure del prospetto in formato PDF
Importo minimo	2 000 USD
Importo totale	1 100 000 000 USD
Cusip	53219LAM1
Standard & Poor's ( S&P ) rating	N/A
Moody's rating	N/A
Descrizione dettagliata	LifePoint Health è una società sanitaria statunitense che gestisce ospedali e centri medici in numerosi stati, fornendo un'ampia gamma di servizi sanitari. L'obbligazione LifePoint Health (ISIN: US53219LAM19, CUSIP: 53219LAM1), emessa negli Stati Uniti per un ammontare totale di 1.100.000.000 USD con cedola semestrale al 5,5%, è giunta a scadenza il 01/12/2021 ed è stata rimborsata al 100%.

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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-197380
PROSPECTUS
$1,100,000,000
Offer to Exchange Registered 5.5% Senior Notes due 2021
For All of Outstanding
Unregistered 5.5% Senior Notes due 2021
We are offering to exchange our outstanding 5.5% Senior Notes due 2021, in the aggregate principal amount of $1,100,000,000, consisting
of (i) $700,000,000 aggregate principal amount of 5.5% Senior Notes due 2021 issued on December 6, 2013 (the "initial notes"), and
(ii) $400,000,000 aggregate principal amount of 5.5% Senior Notes due 2021 issued on May 12, 2014 (the "additional notes," and together with
the initial notes, the "outstanding notes") for up to $1,100,000,000 of our new 5.5% Senior Notes due 2021 (the "exchange notes"), which will
be registered under the Securities Act of 1933, as amended (the "Securities Act"). We are offering to exchange the exchange notes for the
outstanding notes to satisfy our obligations contained in the registration rights agreements that we entered into when the outstanding notes
were sold pursuant to Rule 144A and Regulation S under the Securities Act. We sometimes refer to the exchange notes and the outstanding
notes collectively as the "notes."
The Exchange Offer
·
We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange
notes that are freely tradable, except in limited circumstances described below.
·
You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offer.
·
The exchange offer expires at 5:00 p.m., New York City time, on September 19, 2014, unless extended. We do not currently intend to
extend the expiration date.
·
The exchange of the outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax
purposes.
·
We will not receive any cash proceeds from the exchange offer.
The Exchange Notes
·
We are offering exchange notes to satisfy certain obligations under the registration rights agreements entered into in connection with the
private offerings of the outstanding notes.
·
The terms of the exchange notes to be issued in the exchange offer are identical in all material respects to the outstanding notes, except
that the exchange notes will be freely tradable, except in limited circumstances described below.
·
We do not plan to list the exchange notes on a national securities exchange or automated quotation system.
All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the related
indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption
from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we
currently do not anticipate that we will register the outstanding notes under the Securities Act.
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See "Risk Factors" beginning on page 16 for a discussion of certain risks that you should consider before participating in the exchange
offer.
Each broker-dealer that receives exchange 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 exchange notes as required by applicable securities laws and regulations. The letter of transmittal 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 outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus. We
have agreed that, for a period of 90 days after the date of this prospectus, we will make this prospectus available to any broker-dealer for use in
connection with such resale. See "Plan of Distribution."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 21, 2014.
Table of Contents
TABLE OF CONTENTS
Market and Industry Data

ii
Trademarks, Trade Names and Service Marks

iii
Forward-Looking Statements

iv
Summary

1
Risk Factors

16
Use of Proceeds

40
Ratio of Earnings to Fixed Charges

41
Description of other Indebtedness

42
The Exchange Offer

44
Description of the Exchange Notes

55
Book-Entry Settlement and Clearance
104
Certain U.S. Federal Income Tax Considerations
107
Plan of Distribution
108
Legal Matters
109
Experts
109
Where you can find more Information; Incorporation by Reference
110
You should rely only on the information contained or incorporated by reference in this prospectus or in any additional written
communication prepared by or authorized by us. We have not authorized anyone to provide you with any information or represent anything
about us, our financial results or the exchange offer that is not contained in or incorporated by reference into this prospectus or in any
additional written communication prepared by or on behalf of us. If given or made, any such other information or representation should not be
relied upon as having been authorized by us. We are not making an offer to exchange the outstanding notes in any jurisdiction where the offer
or sale is not permitted. You should assume that the information in this prospectus or in any additional written communication prepared by or
on behalf of us is accurate only as of the date on its cover page and that any information incorporated by reference herein is accurate only as of
the date of the document incorporated by reference.
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MARKET AND INDUSTRY DATA
This prospectus and the documents incorporated by reference herein include market share and industry data and forecasts that we obtained from
industry publications, third-party surveys and internal company surveys. Although we believe that the third-party sources are reliable, we have not
independently verified market industry data provided by third parties or by industry or general publications, and we do not take any further
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responsibility for this data. Similarly, while we believe our internal estimates with respect to our industry are reliable, our estimates have not been
verified by any independent sources, and we cannot assure you that they are accurate. Our estimates involve risks and uncertainties and are subject to
change based on various factors, including those discussed under the sections entitled "Forward-Looking Statements" and "Risk Factors" below.
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TRADEMARKS, TRADE NAMES AND SERVICE MARKS
We own or have rights to use the trademarks, trade names and service marks that we use in conjunction with the operation of our business. We
own the trademark Making Communities Healthier®, LifePoint Hospitals® and LifePoint®. We do not own any trademark, trade names or service mark
of any other company appearing in this prospectus.
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FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this prospectus and in reports and proxy statements we file with the SEC and/or release to the public. In
addition, our senior management makes forward-looking statements orally to analysts, investors, the media and others. Broadly speaking, forward-
looking statements include:
·
projections of our revenues, net income, earnings per share, capital expenditures, cash flows, debt repayments, interest rates, operating
statistics and data or other financial items;
·
efforts to reduce the cost of providing healthcare while increasing quality;
·
descriptions of plans or objectives of our management for future operations, services or growth plans including acquisitions, divestitures,
business strategies, core strategies and other initiatives, including our relationship with Duke University Health System, Inc. ("Duke")
through Duke LifePoint Healthcare, a joint venture between LifePoint and a wholly-controlled affiliate of Duke;
·
interpretations of Medicare and Medicaid laws and regulations and their effect on our business; and
·
descriptions of assumptions underlying or relating to any of the foregoing.
In this prospectus and the documents incorporated by reference herein, for example, we make forward-looking statements, including statements
discussing our expectations about:
·
future financial performance and condition;
·
future liquidity and capital resources;
·
future cash flows;
·
existing debt;
·
changes in depreciation and amortization expenses;
·
our business strategy and operating philosophy;
·
effects of competition in a hospital's market;
·
costs of providing care to our patients;
·
our compliance with new and existing laws and regulations as well as costs and benefits associated with compliance;
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·
the impact of national healthcare reform;
·
other income from electronic health records ("EHR");
·
anticipated capital expenditures, including routine projects, investments in information systems and capital projects related to recent
acquisitions and the expectation that capital commitments could be a significant component of future acquisitions;
·
implementation of supply chain management and revenue cycle functions;
·
the impact of accounting methodologies;
·
industry and general economic trends;
·
patient shifts to lower cost healthcare plans which generally provide lower reimbursement;
·
reimbursement changes, including policy considerations and changes resulting from state budgetary restrictions;
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·
the amount of reimbursement payments under the New Mexico state program;
·
patient volumes and related revenues;
·
claims and legal actions relating to professional liabilities, governmental investigations and voluntary self-disclosures; and
·
physician recruiting and retention.
Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking
statements often include words such as "can," "could," "may," "should," "believe," "will," "would," "expect," "project," "estimate," "seek," "anticipate,"
"intend," "target," "continue" or similar expressions. You should not unduly rely on forward-looking statements, which give our expectations about the
future and are not guarantees. Forward-looking statements speak only as of the date they are made. We operate in a continually changing business
environment, and new risk factors emerge from time to time. We cannot predict such new risk factors nor can we assess the impact, if any, of such new
risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those expressed
or implied by any forward-looking statement. We do not undertake any obligation to update our forward-looking statements to reflect events or
circumstances after the date of this document or to reflect the occurrence of unanticipated events.
There are several factors, some beyond our control that could cause results to differ significantly from our expectations. Some of these factors are
described in more detail in the section captioned "Risk Factors." Other factors, such as market, operational, liquidity, interest rate and other risks are
described elsewhere in this prospectus and the documents incorporated by reference in this prospectus. Any factor described in this prospectus or the
documents incorporated by reference could by itself, or together with one or more factors, adversely affect our business, results of operations and/or
financial condition. There may be factors not described in this prospectus or the documents incorporated by reference herein that could also cause results
to differ from our expectations.
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SUMMARY
This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the
information you should consider before investing in the notes. You should read carefully this entire prospectus and the documents incorporated by
reference. Please read "Risk Factors," beginning on page 16 of this prospectus for more information about important risks that you should consider
before making an investment decision. Unless otherwise indicated or the context otherwise requires, LifePoint Hospitals, Inc. and its subsidiaries are
referred to herein as "LifePoint," the "Company," "we," "our" or "us."
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Our Company
We operate general acute care hospitals in non-urban communities in the United States. As of June 30, 2014, on a consolidated basis, we operated
62 hospital campuses in 20 states, having a total of 7,442 licensed beds. We generate revenues primarily through hospital services offered at our
facilities. For the six months ended June 30, 2014 and the year ended December 31, 2013, we generated revenues from continuing operations of
$2,054.2 million and $3,678.3 million, respectively.
Our hospitals typically provide the range of medical and surgical services commonly available in hospitals in non-urban markets. These services
include general surgery, internal medicine, obstetrics, emergency room care, radiology, oncology, diagnostic care, coronary care, rehabilitation services,
pediatric services, and, in some of our hospitals, specialized services such as open-heart surgery, skilled nursing, psychiatric care and neuro-surgery. In
many markets, we also provide outpatient services such as same-day surgery, laboratory, x-ray, respiratory therapy, imaging, sports medicine and
lithotripsy. The services provided at any specific hospital depend on factors such as community need for the service, whether physicians necessary to
operate the service line safely are members of the medical staff of that hospital, whether the service might be economically viable, and any contractual
or certificate of need restrictions that exist. Like most hospitals located in non-urban markets, our hospitals do not engage in extensive medical research
and medical education programs. However, two of our hospitals have an affiliation with medical schools, including the clinical rotation of medical
students, and one of our hospitals owns and operates a school of health professions with a nursing program and a radiologic technology program.
For the six months ended June 30, 2014 and the year ended December 31, 2013, we derived 31.2% and 32.6%, respectively, of our revenues from
the Medicare program and 14.1% of our revenues in each of these periods from the Medicaid program. Payments made to our hospitals pursuant to the
Medicare and Medicaid programs for services rendered rarely exceed our costs for such services. As a result, we rely largely on payments made by
private or commercial payors, together with certain limited services provided to Medicare recipients, to generate an operating profit. The hospital
industry continues to endure a period where the costs of providing care are rising faster than reimbursement rates from government or private
commercial payors. This places a premium on efficient operation, the ability to reduce or control costs and the need to leverage the benefits of our
organization across all of our hospitals.
Industry Overview
We believe that non-urban communities present opportunities for us because of the following factors:
·
Less Competition than Urban Markets. Because non-urban communities have smaller populations, they generally have fewer hospitals
and other healthcare service providers. Because non-urban hospitals are generally the sole providers of inpatient services in their
markets, there is limited competition. However, we are experiencing an increase in competition from other specialized

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care providers, including outpatient surgery, oncology, physical therapy and diagnostic centers, as well as competing services rendered in
physician offices.
·
Community Focus. We believe that the local hospital generally is viewed as an integral part of the community. In addition, we believe
that non-urban communities can have a higher level of patient and physician loyalty that fosters cooperative relationships among the
local hospitals, physicians, employees, patients and local government authorities.
·
Acquisition Opportunities. Currently, not-for-profit and governmental entities own most non-urban hospitals. These entities often have
limited access to the capital needed to keep pace with advances in medical technology. In addition, these entities sometimes lack the
resources to leverage their professional staff in the manner necessary to control hospital expenses, recruit and retain physicians, expand
healthcare services and comply with increasingly complex reimbursement and managed care requirements. As a result, patients may
migrate, be referred by local physicians, or be encouraged by managed care plans to travel to hospitals in larger, urban markets. We
believe that, as a result of these pressures, many not-for-profit and governmental owners of non-urban hospitals who wish to maximize
the value of their community assets and preserve the local availability of quality healthcare services are interested in selling or leasing
these hospitals to a company like ours, that is committed to the local delivery of healthcare and that has greater access to capital and
management resources.
Operating Philosophy
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Since inception, our primary mission has been to acquire, develop and operate strong community-based hospitals in non-urban markets. As a
result, we adhere to an operating philosophy that is focused on the unique patient and provider needs and opportunities in these communities. We seek
to fulfill our mission of Making Communities Healthier® by striving to:
·
improve the quality and types of healthcare services available in our communities;
·
provide physicians with a positive environment in which to practice medicine, with access to necessary equipment and resources;
·
develop and provide a positive work environment for employees;
·
expand each hospital's role as a community asset; and
·
improve each hospital's financial performance.
We expect our hospitals to be the place where patients choose to come for care, where physicians want to practice medicine and where employees
want to work.
Business Strategy
We manage our hospitals in accordance with our operating philosophy and have developed the following strategies as part of our philosophy,
tailored for each of our existing markets and for new markets.
Opportunities in Existing Markets
We believe that growth opportunities remain in our existing markets and we intend to use the following strategies to take advantage of these
opportunities.
·
Focus on Improving Quality. The quality of healthcare services provided at our hospitals (and the perceived quality of such services) is
an increasingly important factor to patients when deciding where to seek care, to physicians when deciding where to practice and to
governmental and private third party payors when determining the reimbursement that is paid to our hospitals.

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Because in virtually every case the Centers for Medicare & Medicaid Services ("CMS") core measure scores ascribed to our hospitals
are impacted by the practice decisions of the physicians on our medical staffs, we have implemented new strategies to work with medical
staff members to improve scores at our hospitals, especially those that are below our average or below management's expectation.
Recently, we have seen improvements in our CMS core measure scores and Hospital Consumer Assessment of Healthcare Providers &
Systems scores, an important measure of patients' perspectives of hospital care. We are committed to further improve our hospitals'
scores at our hospitals through targeted strategies, including increased education, when necessary, awareness campaigns and hospital-
specific action plans.
·
Expand the Breadth of Our Services. We believe that growth can also be achieved by adding new service lines in our existing markets
and demonstrating the quality of care provided in our facilities. We continually conduct operating reviews of our hospitals to pinpoint
new service lines that could reduce the outmigration of patients leaving our markets to receive healthcare services. Where needed service
lines have been identified, we have focused on recruiting the physicians necessary to correctly operate such service lines. For example,
our hospitals have responded to physician interest in requests for hospitalists by introducing or strengthening hospitalist programs where
appropriate. Our hospitals have taken other steps, such as structured efforts to solicit input from medical staff members and to promptly
respond to legitimate unmet physicians' needs, to limit or offset the impact of outmigration and to achieve growth.
·
Invest in New Technology and Facilities. While responsibly managing our operating expenses, we have also made significant, targeted
investments in our hospitals to add new technologies, modernize facilities and expand the services available. These investments should
assist in our efforts to attract and retain physicians, to offset outmigration of patients and to make our hospitals more desirable to our
employees and potential patients.
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·
Increase Efficiency. We continue to strive to improve our operating performance by improving our revenue cycle processes, making an
even higher level of purchases through our group purchasing organization, operating more efficiently and effectively, and working to
appropriately standardize our policies, procedures and practices across all of our affiliated hospitals.
·
Recruit and Retain Quality Employees. It is essential to our ongoing business that we attract and retain skilled employees and an
appropriate number of quality physicians and other healthcare professionals in all specialties on our medical staffs. In our markets,
physician recruitment and retention are affected by a shortage of physicians in certain sought-after specialties, the difficulties that
physicians are experiencing in obtaining affordable malpractice insurance or finding insurers willing to provide such insurance, and the
challenges that can be associated with practicing medicine in small groups or independently. We continue to refine our recruiting
process in an effort to better identify and focus on those physicians most likely to desire to practice in our communities.
·
Manage Costs. As part of our ongoing efforts to further manage costs and improve the results of our revenue cycle, we have entered
into agreements with a third party to provide certain nonclinical business functions, including payroll processing, supply chain
management and revenue cycle functions. We believe this model of sharing centralized resources to support common business functions
across multi-facility enterprises provides us efficiencies and is the most cost effective approach to managing these nonclinical business
functions.
Opportunities in New Markets
We believe that strategic acquisitions and partnerships can supplement the organic growth in our existing markets. We continue to focus on
strategic growth through acquisition and integration of well-positioned hospitals and other healthcare facilities in growing markets of the U.S. where
valuations

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are attractive and we can identify opportunities for improved financial performance through our management and strategic initiatives. We are also
focused on developing strategic partnerships with not-for-profit healthcare providers to achieve growth in new regions. We believe that such
opportunities remain strong as community hospitals continue to see the benefits of scale and the additional resources available through a partnership
with a large organization such as ours. We believe that the additional regulatory burdens imposed by healthcare reform initiatives are also causing
hospitals to pursue strategic acquisitions and partnerships.
In 2011, we formed Duke LifePoint Healthcare, a joint venture between LifePoint and a wholly-controlled affiliate of Duke University Health
System, Inc. ("Duke"), with a mission to own and operate community hospitals as well as improve the delivery of healthcare services. We own a
controlling interest in Duke LifePoint Healthcare. We believe this partnership, which combines our operational resources and experience with Duke's
expertise in the development of clinical services and quality systems, further strengthens our ability to acquire well-positioned hospitals.
Recent Developments
Effective August 1, 2014 and consistent with our acquisition strategy, through Duke LifePoint Healthcare, we acquired Haywood Regional Medical
Center located in Clyde, North Carolina; Harris Regional Medical Center located in Sylva, North Carolina; and Swain County Hospital located in
Bryson City, North Carolina. In addition, through Duke LifePoint Healthcare, we have entered into an agreement to acquire Conemaugh Health
System, which owns and operates three hospitals that are located in Johnstown, Meyersdale and Hastings, Pennsylvania. We currently expect to close
this acquisition within the next three months however, it is subject to receipt of regulatory approval and other customary closing conditions and may not
be consummated timely or at all.
Additional Information
We are a Delaware corporation. Our principal executive offices are located at 330 Seven Springs Way, Brentwood, Tennessee 37027 and our
telephone number at that address is (615) 920-7000. Our corporate website address is www.lifepointhospitals.com. Information contained on our
website or that can be accessed through our website is not incorporated by reference in this prospectus and does not constitute a part of this prospectus
and you should not rely on that information.

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The Exchange Offer
The summary below describes the principal terms of the exchange offer. See also the section of this prospectus titled "The Exchange Offer," which
contains a more detailed description of the terms and conditions of the exchange offer.
On December 6, 2013, we sold, through a private placement exempt from the registration requirements of the Securities Act, $700,000,000 of our
5.5% Senior Notes due 2021. We refer to these notes as "initial notes" in this prospectus. On May 12, 2014, we sold, through a private placement
exempt from the registration requirements of the Securities Act, an additional $400,000,000 of our 5.5% Senior Notes due 2021, issued under the
indenture governing the initial notes. We refer to these notes as "additional notes" in this prospectus and together with the initial notes, the "outstanding
notes."
The additional notes have terms substantially identical to those of the initial notes. The initial notes and the additional notes are treated as a single
class for all purposes of the indenture governing the outstanding notes, including waivers, amendments, redemptions and offers to purchase.
Simultaneously with the private placements of the outstanding notes, we entered into two registration rights agreements, (i) one with respect to the
initial notes, dated December 6, 2013 (the "initial notes Registration Rights Agreement"), with the initial purchasers of the initial notes, and (ii) one with
respect to the additional notes, dated May 12, 2014 (the "additional notes Registration Rights Agreement" and together with the initial notes
Registration Rights Agreement, the "Registration Rights Agreements"). Under the Registration Rights Agreements, we are required to file a registration
statement with the Securities and Exchange Commission (the "SEC") enabling the holders of the outstanding notes to exchange their outstanding notes
for exchange notes with identical terms, and to use our commercially reasonable efforts to complete the exchange offer pursuant to the terms of each
Registration Rights Agreement. You may exchange your outstanding notes for exchange notes in this exchange offer. You should read the discussion
under the headings "--The Exchange Offer," "The Exchange Offer" and "Description of the Exchange Notes" for further information regarding the
exchange notes.
We did not register the outstanding notes under the Securities Act or any state securities law, nor do we intend to after the exchange offer. As a
result, the outstanding notes may only be transferred in limited circumstances under the securities laws. If the holders of the outstanding notes do not
exchange their outstanding notes in the exchange offer, they lose their right to have the outstanding notes registered under the Securities Act, subject to
certain limitations. Anyone who still holds outstanding notes after the exchange offer may be unable to resell their outstanding notes.
General
You are entitled to exchange in the exchange offer your outstanding notes for exchange notes, which are
identical in all material respects to the outstanding notes except:

· the exchange notes will have been registered under the Securities Act;

· the exchange notes are not entitled to any registration rights that are applicable to the outstanding notes
under the registration rights agreement; and

· the provisions of the registration rights agreement that provide for payment of special interest upon a
registration default are no longer applicable.

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Securities Offered
$1,100,000,000 aggregate principal amount of 5.5% Senior Notes due 2021.

The Exchange Offer
We are offering to exchange up to $1,100,000,000 aggregate principal amount of our 5.5% Senior Notes
due 2021 and the related guarantees, which have been registered under the Securities Act, for any and all of
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our outstanding 5.5% Senior Notes due 2021 and the related guarantees.

Outstanding notes may be exchanged only in denominations of $2,000 and in integral multiples of $1,000 in
excess thereof; provided that the untendered portion of any outstanding note must be in a minimum
denomination of $2,000.

Subject to the satisfaction or waiver of specified conditions, we will exchange the exchange notes for all
outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange
offer. We will cause the exchange to be effected promptly after the expiration of the exchange offer.

Resale
Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we
believe that the exchange notes issued pursuant to the exchange offer in exchange for outstanding notes
may be offered for resale, resold and otherwise transferred by you (unless you are our "affiliate" within the
meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that:

· you are acquiring the exchange notes in the ordinary course of your business; and

· you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any
person to participate in, a distribution of the exchange notes.

If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding
notes that you acquired as a result of market-making activities or other trading activities, you must
acknowledge that you will deliver this prospectus in connection with any resale of the exchange notes. See
"Plan of Distribution."

Expiration Date
The exchange offer expires at 5:00 p.m., New York City time, on September 19, 2014, unless extended by
us. We do not currently intend to extend the expiration date.

Withdrawal
You may withdraw any tender of your outstanding notes at any time prior to the expiration of the exchange
offer. We will return to you any of your outstanding notes that are not accepted for any reason for exchange,
without expense to you, promptly after the expiration or termination of the exchange offer.

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Interest on the

Exchange Notes
and the
No interest will be paid on either the exchange notes or the outstanding notes at the time of the exchange. The exchange notes
Outstanding Notes
will accrue interest from and including the last interest payment date on which interest has been paid on the outstanding notes.

Accordingly, the holders of outstanding notes that are accepted for exchange will not receive accrued but unpaid interest on
such outstanding notes at the time of tender. Rather, that interest will be payable on the exchange notes delivered in exchange
for the outstanding notes on the first interest payment date after the expiration date of the exchange offer, which will be
December 1, 2014.

Conditions to the
The exchange offer is subject to customary conditions, which we may assert or waive. See "The Exchange Offer--Conditions
Exchange Offer
to the Exchange Offer."

Procedures for
Tendering
If you wish to participate in the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a
Outstanding Notes
facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You
held in the Form
must then mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the
of Book-Entry
outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter
Interests
of transmittal.

If you hold outstanding notes through The Depository Trust Company ("DTC") and wish to participate in the exchange offer,
you must comply with the procedures under DTC's Automated Tender Offer Program by which you will agree to be bound by
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the letter of transmittal.

By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

· you do not have an arrangement or understanding with any person or entity to participate in the distribution of the exchange
notes;

· you are not our "affiliate" within the meaning of Rule 405 under the Securities Act;

· you are not engaged in, and do not intend to engage in, a distribution of the exchange notes;

· you are acquiring the exchange notes in the ordinary course of your business; and

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· if you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that were acquired as
a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of such
exchange notes.

Special
If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company
Procedures
or other nominee, and you wish to tender those outstanding notes in the exchange offer, you should contact the registered holder
for
promptly and instruct the registered holder to tender those outstanding notes on your behalf. If you wish to tender on your own behalf,
Beneficial
you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate
Owners
arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the
registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the
expiration date.

Guaranteed
If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your
Delivery
outstanding notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures under DTC's
Procedures
Automated Tender Offer Program for transfer of book-entry interests, prior to the expiration date, you must tender your outstanding
notes according to the guaranteed delivery procedures described under "The Exchange Offer--Guaranteed Delivery Procedures."

Effect on
As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of, the
Holders of
exchange offer, we will have fulfilled a covenant under the registration rights agreement. Accordingly, there will be no increase in the
Outstanding
interest rate on the outstanding notes under the circumstances described in the registration rights agreement. If you do not tender your
Notes
outstanding notes in the exchange offer, you will continue to be entitled to all the rights and limitations applicable to the outstanding
notes as set forth in the indenture under which the outstanding notes were issued, except we will not have any further obligation to you
to provide for the exchange and registration of the outstanding notes and related guarantees under the registration rights agreement. To
the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be
adversely affected.

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Consequences of Failure to Exchange
All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the
outstanding notes and in the indenture under which the outstanding notes were issued. In general, the
outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to
an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.
Other than in connection with the exchange offer, we do not anticipate that we will register the outstanding
notes under the Securities Act.
http://www.sec.gov/Archives/edgar/data/1044942/000104746914007147/a2221208z424b3.htm[8/21/2014 4:46:53 PM]

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