Obbligazione LifePoint Health 5.875% ( US53219LAN91 ) in USD

Emittente LifePoint Health
Prezzo di mercato 100 USD  ▼ 
Paese  Stati Uniti
Codice isin  US53219LAN91 ( in USD )
Tasso d'interesse 5.875% per anno ( pagato 2 volte l'anno)
Scadenza 30/11/2023 - Obbligazione č scaduto



La brochure del prospetto in formato PDF

Importo minimo 1 000 USD
Importo totale 500 000 000 USD
Cusip 53219LAN9
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata LifePoint Health č una societą sanitaria statunitense che gestisce ospedali e centri medici in numerosi stati, fornendo un'ampia gamma di servizi sanitari.

L'obbligazione LifePoint Health (ISIN: US53219LAN91, CUSIP: 53219LAN9), emessa negli Stati Uniti in USD per un ammontare totale di 500.000.000, con cedola del 5,875% e scadenza al 30/11/2023, pagata semestralmente e negoziata con un prezzo di mercato del 100%, č giunta a scadenza ed č stata rimborsata.







424B5 1 a2226698z424b5.htm 424B5
Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS
Filed pursuant to Rule 424(b)(5)
Registration No. 333-202368
CALCULATION OF REGISTRATION FEE



Proposed maximum
Title of each class of
aggregate
Amount of
securities to be registered

offering price

registration fee(1)

5.875% Senior Notes due 2023

$500,000,000

$50,350

(1)
Calculated in accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933 (the "Securities Act").
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 27, 2015)
$500,000,000
LifePoint Health, Inc.
5.875% Senior Notes due 2023
LifePoint Health, Inc. is offering $500,000,000 aggregate principal amount of 5.875% senior notes due 2023 (the "notes"). The notes will bear
interest at the rate of 5.875% per year. Interest on the notes is payable on June 1 and December 1 of each year, beginning on June 1, 2016. The notes
will mature on December 1, 2023.
We may redeem all or a portion of the notes at any time prior to December 1, 2018 at a price equal to 100% of the principal amount of the notes
redeemed plus an applicable "make-whole" premium as described in this prospectus supplement, plus accrued and unpaid interest, if any, to the
redemption date. At any time on or after December 1, 2018, we may redeem all or a portion of the notes at the redemption prices set forth in this
prospectus supplement plus accrued and unpaid interest, if any, to the redemption date. In addition, before December 1, 2018, we may redeem up to
35% of the aggregate principal amount of the notes issued under the indenture with the net proceeds of certain equity offerings at the redemption price
set forth in this prospectus supplement, plus accrued and unpaid interest, if any, to the redemption date. If we experience specific kinds of changes in
control, we must offer to purchase the notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the
date of purchase.
We intend to use the net proceeds from this offering for general corporate purposes, including, but not limited to, the financing of possible
acquisitions and repurchases of our outstanding common stock from time to time.
The notes will be our unsecured senior obligations and will rank equally with all of our other unsecured senior indebtedness. Our obligations under
the notes will be guaranteed, jointly and severally, on an unsecured senior basis by certain of our existing and future domestic subsidiaries. The notes
and the note guarantees will rank equal in right of payment to all of our and the guarantors' existing and future senior indebtedness. The notes and the
guarantees will rank senior in right of payment to all of our and the guarantors' existing and future subordinated indebtedness. The notes and the
guarantees will be effectively subordinated to our and the guarantors' existing and future secured indebtedness to the extent of the value of the assets
securing such indebtedness, including our senior secured credit facilities, and will be structurally subordinated to all obligations of any of our
subsidiaries that do not guarantee the notes.
http://www.sec.gov/Archives/edgar/data/1044942/000104746915008879/a2226698z424b5.htm[11/23/2015 9:00:46 AM]


Investing in the notes involves risks. See "Risk Factors" beginning on page S-11.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.





Per Note

Total

Public Offering Price(1)

100.00%

$500,000,000

Underwriting Discount

1.25%

$6,250,000

Proceeds to LifePoint Health, Inc. (before expenses)

98.75%

$493,750,000

(1)
Plus accrued interest, if any, from December 4, 2015.
The underwriters expect to deliver the notes to purchasers in book-entry form through the facilities of The Depository Trust Company on or about
December 4, 2015, which is the tenth business day following the date of the pricing of the notes (such settlement being referred to as "T+10"). You
should be advised that trading of the notes may be affected by the T+10 settlement. See "Underwriting."
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
Joint-Book-Running Managers
Citigroup
Barclays
BofA Merrill Lynch
Goldman, Sachs & Co.

J.P. Morgan
UBS Investment Bank
Co-Managers
Fifth Third Securities

MUFG
SunTrust Robinson Humphrey
Credit Agricole CIB
Regions Securities LLC
SMBC Nikko

November 19, 2015
Table of Contents
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying
prospectus. We have not authorized anyone 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 not assume that the information contained in this prospectus supplement or the
accompanying prospectus is accurate as of any date other than the date on the front of this prospectus supplement or the accompanying
prospectus.
TABLE OF CONTENTS
http://www.sec.gov/Archives/edgar/data/1044942/000104746915008879/a2226698z424b5.htm[11/23/2015 9:00:46 AM]


Prospectus Supplement



ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
MARKET AND INDUSTRY DATA

S-ii
TRADEMARKS, TRADE NAMES AND SERVICE MARKS

S-ii
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY

S-1
THE OFFERING

S-4
SUMMARY CONSOLIDATED HISTORICAL FINANCIAL DATA

S-7
RISK FACTORS
S-11
USE OF PROCEEDS
S-17
CAPITALIZATION
S-18
DESCRIPTION OF OTHER INDEBTEDNESS
S-19
DESCRIPTION OF NOTES
S-22
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-70
BOOK ENTRY, DELIVERY AND FORM
S-75
UNDERWRITING
S-78
LEGAL MATTERS
S-85
EXPERTS
S-85
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
S-85

Prospectus


ABOUT THIS PROSPECTUS
1
FORWARD-LOOKING STATEMENTS

1
RISK FACTORS

3
OUR COMPANY

3
RATIO OF EARNINGS TO FIXED CHARGES

5
USE OF PROCEEDS

5
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES

6
DESCRIPTION OF CAPITAL STOCK

10
DESCRIPTION OF WARRANTS

15
PLAN OF DISTRIBUTION

17
LEGAL MATTERS

19
EXPERTS

19
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

20
S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes and adds to and
supplements information contained in the accompanying prospectus and the documents incorporated by reference therein. The second part is the
accompanying prospectus, which we refer to as the "accompanying prospectus." The accompanying prospectus contains a description of our debt
securities and gives more general information, some of which may not apply to the notes. The accompanying prospectus also incorporates by reference
documents that are described under "Incorporation by Reference" in that prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying prospectus or
in any free writing prospectus filed by us with the SEC. If information in this prospectus supplement is inconsistent with the accompanying prospectus,
you should rely on this prospectus supplement. 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 have not, and the underwriters are not,
making an offer of the notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus or in any such free writing prospectus is accurate as of any
date other than the respective dates thereof. Our business, financial condition, results of operations and prospects may have changed since those dates.
MARKET AND INDUSTRY DATA
http://www.sec.gov/Archives/edgar/data/1044942/000104746915008879/a2226698z424b5.htm[11/23/2015 9:00:46 AM]


This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein 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, neither we nor the underwriters have independently verified market industry data provided by third parties or by
industry or general publications, and neither we nor the underwriters take any further 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.
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 trademarks Making Communities Healthier®, LifePoint Health® and LifePoint®. We do not own any trademark, trade names or service mark
of any other company appearing in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein or
therein.
S-ii
Table of Contents
FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this prospectus supplement and the accompanying prospectus and in reports and in 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, expenses, 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. through
Duke LifePoint Healthcare;
·
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 supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, for example, we
make forward-looking statements, including statements discussing our expectations about:
·
this offering, including the use of proceeds, stabilizing transactions and the issuance and delivery of the notes;
·
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;
·
http://www.sec.gov/Archives/edgar/data/1044942/000104746915008879/a2226698z424b5.htm[11/23/2015 9:00:46 AM]


our compliance with new and existing laws and regulations as well as costs and benefits associated with compliance;
·
the impact of national healthcare reform;
·
other income from electronic health records;
·
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;
·
timeframes for completion of capital projects;
·
implementation of supply chain management and revenue cycle functions;
·
the impact of accounting methodologies;
·
industry and general economic trends;
S-iii
Table of Contents
·
patient shifts to lower cost healthcare plans which generally provide lower reimbursement;
·
reimbursement changes, including policy considerations and changes resulting from state budgetary restrictions;
·
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," "predict" 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, as
well as other factors such as market, operational, liquidity, interest rate and other risks, are described in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference herein and therein. Any factor described in this prospectus supplement, the accompanying
prospectus or the documents incorporated by reference herein or therein 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 supplement, the accompanying
prospectus or the documents incorporated by reference herein or therein that could also cause results to differ from our expectations.
S-iv
Table of Contents
SUMMARY
http://www.sec.gov/Archives/edgar/data/1044942/000104746915008879/a2226698z424b5.htm[11/23/2015 9:00:46 AM]


This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus supplement and the
accompanying prospectus and does not contain all of the information you should consider before investing in the notes. You should read carefully this
entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein. Please read "Risk
Factors," beginning on page S-11 of this prospectus supplement for more information about important risks that you should consider before buying the
notes. Unless otherwise indicated or the context otherwise requires, LifePoint Health, Inc. (formerly LifePoint Hospitals, Inc.) and its subsidiaries are
referred to herein as "LifePoint," the "Company," "we," "our" or "us."
Our Company
We own and operate community hospitals, regional health systems, physician practices, outpatient centers, and post-acute facilities in 21 states
throughout the United States. At September 30, 2015, on a consolidated basis, we operated 67 hospital campuses, having a total of 8,253 licensed beds.
We generate revenues primarily through patient services offered at our facilities. We generated revenues of $1,309.5 million and $1,166.0 million
during the three months ended September 30, 2015 and 2014, respectively, and $3,843.6 million and $3,220.2 million during the nine months ended
September 30, 2015 and 2014, respectively. During the three months ended September 30, 2015 and 2014, respectively, we derived 46.4% and 44.9% of
our revenues, collectively, from the Medicare and Medicaid programs and 45.8% and 45.2% during the nine months ended September 30, 2015 and
2014, respectively. Payments made to our facilities 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 healthcare 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 facilities.
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 supported by community residents, 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, eight of our hospitals have affiliations with medical schools, including the clinical rotation
of medical and pharmacy students, and two of our hospitals own and operate schools of nursing and other allied health professions.
We seek to fulfill our mission of Making Communities Healthier® by striving to (1) improve the quality and types of healthcare services available
in our communities; (2) provide physicians with a positive environment in which to practice medicine, with access to necessary equipment and
resources; (3) develop and provide a positive work environment for employees; (4) expand each hospital's role as a community asset; and (5) 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.
S-1
Table of Contents
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 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
http://www.sec.gov/Archives/edgar/data/1044942/000104746915008879/a2226698z424b5.htm[11/23/2015 9:00:46 AM]


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.
Business Strategy
In order to achieve growth in patient volumes, revenues and profitability given the competitive and structural environment, we continue to focus
our business strategy on the following:
·
Measurement and improvement of quality of patient care and perceptions of such quality in communities where our hospitals are located;
·
Targeted recruiting of primary care physicians and physicians in key specialties;
·
Retention of physicians and efforts to improve physician satisfaction, including employing a greater number of primary care physicians
as well as physicians in certain specialties;
·
Retention and, where needed, recruitment of non-physician employees involved in patient care and efforts to improve employee
satisfaction;
·
Targeted investments in new technologies, new service lines and capital improvements at our facilities;
·
Improvements in management of expenses and revenue cycle;
·
Negotiation of improved reimbursement rates with non-governmental payors;
·
Strategic growth through acquisition and integration of hospitals and other healthcare facilities where valuations are attractive and we
can identify opportunities for improved financial performance through our management or ownership; and
S-2
Table of Contents
·
Developing strategic partnerships with not-for-profit healthcare providers to achieve growth in new regions.
As part of our ongoing efforts to further manage costs and improve the results of our revenue cycle, we have partnered with a third party to provide
certain non-clinical 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 non-clinical business functions.
Recent Developments
Consistent with our acquisition strategy, through Duke LifePoint Healthcare, we have executed an agreement to acquire Central Carolina Hospital
in Sanford, North Carolina and Frye Regional Medical Center in Hickory, North Carolina. We currently expect to close this acquisition between late in
the fourth quarter of 2015 to middle of the first quarter of 2016; however, this acquisition is subject to receipt of regulatory approvals and other
customary closing conditions and may not be consummated timely or at all. In addition, we have submitted to the Office of the Attorney General of
Georgia an agreement in principle to acquire St. Francis Hospital in Columbus, Georgia, and a letter of intent to acquire Providence Hospitals,
comprised of two hospitals in Columbia, South Carolina. We currently expect to close these acquisitions in the fourth quarter of 2015 or in the first
quarter of 2016; however, they are subject to execution of definitive documentation, receipt of regulatory approvals and other customary closing
conditions and may not be consummated timely or at all. We currently anticipate that the purchase prices for these three pending acquisitions will
aggregate to approximately $650 million.
http://www.sec.gov/Archives/edgar/data/1044942/000104746915008879/a2226698z424b5.htm[11/23/2015 9:00:46 AM]


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.lifepointhealth.net. Information contained on our website or
that can be accessed through our website is not incorporated by reference in this prospectus supplement or the accompanying prospectus and does not
constitute a part of this prospectus supplement or the accompanying prospectus and you should not rely on that information.
S-3
Table of Contents

THE OFFERING
The summary below describes the principal terms of the notes. Some of the terms and conditions described below are subject to important
limitations and exceptions. You should carefully read the "Description of Notes" section of this prospectus supplement for a more detailed description
of the notes.
Issuer
LifePoint Health, Inc.
Securities Offered
$500,000,000 aggregate principal amount of 5.875% Senior Notes due 2023
Maturity Date
December 1, 2023
Interest
Interest on the notes will accrue at the rate of 5.875% per annum, payable
semi-annually in arrears.
Interest Payment Dates
We will pay interest on the notes semi-annually on June 1 and December 1 of
each year, commencing June 1, 2016.
Ranking
The notes will be our senior unsecured obligations. Accordingly, they will
rank:

· equal in right of payment to our existing and future senior indebtedness;

· senior in right of payment to our existing and future subordinated
indebtedness;

· effectively subordinated in right of payment to our secured debt to the
extent of the value of the assets securing such debt, including our senior
secured credit facilities; and

· structurally subordinated in right of payment to all existing and future
indebtedness and other liabilities of any of our existing or future non-
guarantor subsidiaries.

As of September 30, 2015, on an as adjusted basis after giving effect to the
issuance of notes in this offering and the receipt of proceeds therefrom, we
and the guarantors would have had approximately $2,682.6 million of total
debt, excluding an unamortized discount and premium, $682.6 million of
which would have been secured, and we would have had the ability to borrow
an additional $331.3 million under our senior secured credit facilities, which
represents $350.0 million available under our revolving credit facility
thereunder, net of outstanding letters of credit of $18.7 million, but excludes
amounts available under the uncommitted accordion features of our senior
http://www.sec.gov/Archives/edgar/data/1044942/000104746915008879/a2226698z424b5.htm[11/23/2015 9:00:46 AM]


secured credit facilities.

As of September 30, 2015, on an as adjusted basis after giving effect to the
issuance of notes in this offering and the receipt of proceeds therefrom, the
aggregate liabilities of our non-guarantor subsidiaries, including trade
payables and excluding intercompany payables, would have been
approximately $356.8 million.
S-4
Table of Contents

Our non-guarantor subsidiaries accounted for $1,663.4 million, or 43.3%, of
our total revenues for the nine months ended September 30, 2015 and
$1,738.0 million, or 31.0%, of our assets (excluding intercompany
receivables) and $356.8 million, or 11.1%, of our liabilities (excluding
intercompany liabilities) as of September 30, 2015.
Guarantees
The notes will be jointly and severally guaranteed on an unsecured senior
basis by certain of our existing and future domestic subsidiaries. Each
subsidiary guarantee will rank:

· equal in right of payment to the guarantor's existing and future senior
indebtedness;

· senior in right of payment to the guarantor's existing and future
subordinated indebtedness; and

· effectively subordinated in right of payment to the secured debt of the
guarantor to the extent of the value of the assets securing such debt,
including guarantees under our senior secured credit facilities.
Optional Redemption
We may redeem the notes, in whole or in part, at any time prior to
December 1, 2018 at a price equal to 100% of the principal amount of the
notes redeemed plus an applicable "make-whole" premium (as described in
"Description of Notes--Optional Redemption"), plus accrued and unpaid
interest, if any, to the date of redemption. We may redeem the notes, in whole
or in part, at any time on or after December 1, 2018 at the redemption prices
listed under "Description of Notes--Optional Redemption" plus accrued and
unpaid interest, if any, to the date of redemption.

At any time before December 1, 2018, we may redeem up to 35% of the
aggregate principal amount of the notes issued under the indenture with the
net cash proceeds of one or more qualified equity offerings at a redemption
price equal to 105.875% of the principal amount of the notes to be redeemed,
plus accrued and unpaid interest, if any, to the date of redemption; provided
that:

· at least 65% of the aggregate principal amount of the notes remains
outstanding immediately after the occurrence of such redemption; and

· such redemption occurs within 180 days of the date of the closing of any
such qualified equity offering.

See "Description of Notes--Optional Redemption."
Change of Control
If we experience a change of control under certain circumstances, we must
offer to repurchase all of the notes at a price equal to 101% of their principal
http://www.sec.gov/Archives/edgar/data/1044942/000104746915008879/a2226698z424b5.htm[11/23/2015 9:00:46 AM]


amount, plus accrued and unpaid interest, if any, to the repurchase date. See
"Description of Notes--Repurchase at the Option of Holders--Change of
Control."
S-5
Table of Contents
Covenants
The indenture governing the notes will contain covenants that, among other
things, limit our ability and the ability of certain of our subsidiaries to:

· incur additional indebtedness;

· pay dividends or repurchase or redeem capital stock;

· make certain investments;

· create liens;

· enter into certain types of transactions with our affiliates; and

· sell assets or consolidate or merge with or into other companies.

These and other covenants that will be contained in the indenture governing
the notes are subject to important exceptions and qualifications, which are
described under "Description of Notes."

If, on any date following the issuance date, certain conditions are met,
including that during such time the notes maintain an investment grade rating,
the application to the notes of certain covenants described above will be
suspended during such period that the notes maintain an investment grade
rating. The covenants above are also subject to a number of other important
limitations and exceptions. See "Description of Notes--Certain Covenants."
No Prior Market
There is currently no established public trading market for the notes and the
notes will not be listed on any securities exchange or quoted on any quotation
system. Although the underwriters have informed us that they intend to make
a market in the notes, they are not obligated to do so and may discontinue
market-making at any time without notice. Accordingly, we cannot assure
you that a liquid market for the notes will develop or be maintained.
Use of Proceeds
We intend to use the net proceeds from this offering for general corporate
purposes, including the financing of possible acquisitions and repurchases of
our outstanding common stock from time to time. See "Use of Proceeds."
Risk Factors
See "Risk Factors" beginning on page S-11 of this prospectus supplement and
other information included in or incorporated by reference into this
prospectus supplement and the accompanying prospectus for important
information regarding us and an investment in the notes.
S-6
Table of Contents
http://www.sec.gov/Archives/edgar/data/1044942/000104746915008879/a2226698z424b5.htm[11/23/2015 9:00:46 AM]


Document Outline