Obbligazione VeriCom 5.012% ( US92343VDS07 ) in USD

Emittente VeriCom
Prezzo di mercato refresh price now   100 USD  ▼ 
Paese  Stati Uniti
Codice isin  US92343VDS07 ( in USD )
Tasso d'interesse 5.012% per anno ( pagato 2 volte l'anno)
Scadenza 15/04/2049



Prospetto opuscolo dell'obbligazione Verizon Communications US92343VDS07 en USD 5.012%, scadenza 15/04/2049


Importo minimo 2 000 USD
Importo totale 4 071 606 000 USD
Cusip 92343VDS0
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Coupon successivo 15/04/2026 ( In 120 giorni )
Descrizione dettagliata Verizon Communications è una delle maggiori aziende di telecomunicazioni statunitensi, offrendo servizi di telefonia mobile, fissa, internet e televisione.

The Obbligazione issued by VeriCom ( United States ) , in USD, with the ISIN code US92343VDS07, pays a coupon of 5.012% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/04/2049

The Obbligazione issued by VeriCom ( United States ) , in USD, with the ISIN code US92343VDS07, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by VeriCom ( United States ) , in USD, with the ISIN code US92343VDS07, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-218266

PROSPECTUS

Verizon Communications Inc.
Offer to Exchange
$3,194,253,000 aggregate principal amount of 2.946% Notes due 2022
for
$3,194,253,000 aggregate principal amount of 2.946% Notes due 2022
that have been registered under the
Securities Act of 1933, as amended (the "Securities Act")
Offer to Exchange
$1,706,360,000 aggregate principal amount of 4.812% Notes due 2039
for
$1,706,360,000 aggregate principal amount of 4.812% Notes due 2039
that have been registered under the Securities Act
Offer to Exchange
$4,072,197,000 aggregate principal amount of 5.012% Notes due 2049
for
$4,072,197,000 aggregate principal amount of 5.012% Notes due 2049
that have been registered under the Securities Act
The Exchange Offers will expire at
5:00 p.m., New York City time, on July 6, 2017,
unless extended with respect to any or all series.


We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange (i) up to
$3,194,253,000 aggregate principal amount of our outstanding 2.946% Notes due 2022 (CUSIP Nos. 92343V DM3 and U9221A AS7) (the "Original Notes
due 2022") for a like principal amount of our 2.946% Notes due 2022 that have been registered under the Securities Act (CUSIP No. 92343V DQ4) (the
"Exchange Notes due 2022"), (ii) up to $1,706,360,000 aggregate principal amount of our outstanding 4.812% Notes due 2039 (CUSIP Nos. 92343V DN1 and
U9221A AR9) (the "Original Notes due 2039") for a like principal amount of our 4.812% Notes due 2039 that have been registered under the Securities Act
(CUSIP No. 92343V DR2) (the "Exchange Notes due 2039") and (iii) up to $4,072,197,000 aggregate principal amount of our outstanding 5.012% Notes due
2049 (CUSIP Nos. 92343V DP6 and U9221A AT5) (the "Original Notes due 2049" and, together with the Original Notes due 2022 and the Original Notes
due 2039, the "Original Notes") for a like principal amount of our 5.012% Notes due 2049 that have been registered under the Securities Act (CUSIP
No. 92343V DS0) (the "Exchange Notes due 2049" and, together with the Exchange Notes due 2022 and the Exchange Notes due 2039, the "Exchange
Notes"). We refer to these offers as the "Exchange Offers." When we use the term "Notes" in this prospectus, the term includes the Original Notes and the
Exchange Notes unless otherwise indicated or the context otherwise requires. The terms of the Exchange Offers are summarized below and are more fully
described in this prospectus.
The terms of each series of Exchange Notes are identical to the terms of the corresponding series of Original Notes, except that the transfer restrictions,
registration rights and additional interest provisions applicable to the Original Notes do not apply to the Exchange Notes.
We will accept for exchange any and all Original Notes of each series validly tendered and not validly withdrawn at any time prior to 5:00 p.m., New
York City time, on July 6, 2017, unless extended (the "expiration date").
You may withdraw tenders of Original Notes of each series at any time before 5:00 p.m., New York City time, on the applicable expiration date.
We will not receive any cash proceeds from the issuance of the Exchange Notes in the Exchange Offers. The Original Notes surrendered and exchanged
for the Exchange Notes will be retired and canceled. Accordingly, the issuance of the Exchange Notes will not result in any increase in our outstanding
indebtedness.
The exchange of Original Notes of each series for the corresponding series of Exchange Notes will not be a taxable event for U.S. federal income tax
purposes.
No public market currently exists for any series of Original Notes. We do not intend to list any series of Exchange Notes on any securities exchange and,
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therefore, no active public market is anticipated.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offers must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-
dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where
such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the
date the registration statement, of which this prospectus forms a part, is declared effective and ending on the close of business 90 days after such date, we will
make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."


See "Risk Factors" beginning on page 8 to read about important factors you should consider before tendering your
Original Notes.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


The date of this prospectus is June 7, 2017
Table of Contents
TABLE OF CONTENTS

About This Prospectus
i
Forward-Looking Statements
i
Where You Can Find More Information
ii
Incorporation of Certain Documents by Reference
ii
Summary
1
Risk Factors
8
Use of Proceeds
11
Ratio of Earnings To Fixed Charges
12
The Exchange Offers
13
Description of the Exchange Notes
22
Clearing and Settlement
27
U.S. Federal Income Tax Considerations
30
Plan of Distribution
33
Experts
34
Legal Matters
34
ABOUT THIS PROSPECTUS
You should read this prospectus carefully before you invest. This prospectus contains important information you should consider when
making your investment decision. You should rely only on the information provided or incorporated by reference in this prospectus and the
documents incorporated by reference herein, which are accurate as of their respective dates. We have not authorized anyone else to provide you
with different information, and we take no responsibility for any information that others may give you.
This prospectus incorporates important business and financial information about Verizon that is not included in or delivered with this
prospectus. This information is available without charge to security holders upon written or oral request to Verizon Investor Relations at the
address and telephone number set forth below under "Incorporation of Certain Documents by Reference." To ensure timely delivery, you should
make your request to us no later than June 28, 2017, which is five business days prior to the expiration date of the Exchange Offers.
If any statement in this prospectus conflicts with any statement in a document that we have incorporated by reference, then you should
consider only the statement in the more recent document. The information on our website is not incorporated by reference into this document.
In this prospectus, "we," "our," "us," "Verizon" and "Verizon Communications" refer to Verizon Communications Inc. and its consolidated
subsidiaries.
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference, contains both historical and forward-looking statements within
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the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
These forward-looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include
phrases such as "will," "may," "should," "continue," "anticipate," "believe," "expect," "plan," "appear," "project," "estimate," "intend," or other
words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These
forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently
anticipated. Factors that could materially affect these forward-looking statements can be found in our periodic reports filed with the SEC.

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Potential investors and other readers are urged to consider these factors carefully in evaluating the forward- looking statements and are
cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this prospectus are made
only as of the date of this prospectus, and we undertake no obligation to update publicly these forward-looking statements to reflect new
information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur.
We cannot assure you that projected results or events will be achieved.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any of these
documents at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference room. Our SEC filings are also available to the public on the SEC's website at
http://www.sec.gov.
We have filed with the SEC a registration statement on Form S-4 relating to the securities covered by this prospectus. This prospectus is a
part of the registration statement and does not contain all of the information in the registration statement. Whenever a reference is made in this
prospectus to a contract or other document of ours, please be aware that the reference is only a summary and that you should refer to the exhibits
that are a part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement at the
SEC's public reference room in Washington, D.C., as well as through the SEC's website.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information
that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the following documents we
have filed with the SEC and the future filings we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of
this prospectus until the date we consummate the Exchange Offers (in each case excluding any information furnished pursuant to Item 2.02 or
Item 7.01 on any Current Report on Form 8-K):


· our Annual Report on Form 10-K for the year ended December 31, 2016;


· our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017; and

· our Current Reports on Form 8-K filed on January 25, 2017, January 31, 2017, February 1, 2017, February 3, 2017, February 21, 2017,

March 3, 2017, March 13, 2017, March 20, 2017, May 5, 2017, May 10, 2017, May 11, 2017 and May 15, 2017.
You may request a copy of these filings, at no cost, by contacting us at:
Investor Relations
Verizon Communications Inc.
One Verizon Way
Basking Ridge, New Jersey 07920
Telephone: (212) 395-1525
Internet Site: www.verizon.com/about/investors
In order to obtain timely delivery of such materials, you must request information from us no later than five business days prior to the
expiration of the relevant Exchange Offer.

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SUMMARY
This summary highlights selected information appearing elsewhere, or incorporated by reference, in this prospectus and is, therefore,
qualified in its entirety by the more detailed information appearing elsewhere, or incorporated by reference, in this prospectus. It may not
contain all the information that is important to you. We urge you to read carefully this entire prospectus and the other documents to which it
refers to understand fully the terms of the Exchange Notes and the Exchange Offers. You should pay special attention to "Risk Factors" and
"Forward-Looking Statements."
Verizon Communications
Verizon Communications is a holding company that, acting through its subsidiaries, is one of the world's leading providers of
communications, information and entertainment products and services to consumers, businesses and governmental agencies. With a presence
around the world, we offer voice, data and video services and solutions on our wireless and wireline networks that are designed to meet
customers' demand for mobility, reliable network connectivity, security and control. We have two reportable segments, Wireless and
Wireline. Our wireless business, operating as Verizon Wireless, provides voice and data services and equipment sales across the United States
using one of the most extensive and reliable wireless networks. Our wireline business provides consumer, business and government customers
with communications products and enhanced services, including broadband data and video, corporate networking solutions, data center and
cloud services, security and managed network services and local and long distance voice services, and also owns and operates one of the most
expansive end-to-end Global Internet Protocol (IP) networks. We have a highly skilled, diverse and dedicated workforce of approximately
161,000 employees as of March 31, 2017. We generated consolidated revenues of $126.0 billion for the year ended December 31, 2016.
Our principal executive offices are located at 1095 Avenue of the Americas, New York, New York 10036, and our telephone number is
(212) 395-1000.


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The Exchange Offers
On February 3, 2017, in connection with private exchange offers, we issued $3,194,253,000 aggregate principal amount of Original
Notes due 2022, $1,706,360,000 aggregate principal amount of Original Notes due 2039 and $4,072,197,000 aggregate principal amount of
Original Notes due 2049. As part of those issuances, we entered into a registration rights agreement, dated February 3, 2017 (the
"Registration Rights Agreement"), with respect to each series of Original Notes with the dealer managers of the private exchange offers in
which we agreed, among other things, to deliver this prospectus to you and use our commercially reasonable efforts to complete an exchange
offer for each series of Original Notes. Below is a summary of the Exchange Offers.

The Exchange Offers
We are offering to exchange up to $3,194,253,000 aggregate principal amount of the
outstanding Original Notes due 2022, up to $1,706,360,000 aggregate principal amount
of the outstanding Original Notes due 2039 and up to $4,072,197,000 aggregate
principal amount of the outstanding Original Notes due 2049 for like principal amounts
of Exchange Notes due 2022, Exchange Notes due 2039 and Exchange Notes due 2049,
respectively. You may tender Original Notes only in denominations of $2,000 and any
integral multiple of $1,000 in excess of $2,000. We will issue each series of Exchange
Notes promptly after the expiration of the applicable Exchange Offer. In order to be
exchanged, an Original Note must be validly tendered, not validly withdrawn and
accepted by us. Subject to the satisfaction or waiver of the conditions of the Exchange
Offers, all Original Notes that are validly tendered and not validly withdrawn will be
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accepted by us and exchanged. As of the date of this prospectus, $3,194,253,000
aggregate principal amount of Original Notes due 2022 is outstanding, $1,706,360,000
aggregate principal amount of Original Notes due 2039 is outstanding and
$4,072,197,000 aggregate principal amount of Original Notes due 2049 is outstanding.
The Original Notes were issued under our Indenture, dated as of December 1, 2000 (as
amended or supplemented, the "Indenture"), between us and U.S. Bank National
Association (as successor to Wachovia Bank, National Association, formerly known as
First Union National Bank), as trustee (the "Trustee"). If all outstanding Original Notes
are tendered for exchange, there will be $3,194,253,000 aggregate principal amount of
Exchange Notes due 2022, $1,706,360,000 aggregate principal amount of Exchange
Notes due 2039 and $4,072,197,000 aggregate principal amount of Exchange Notes due
2049 outstanding after the Exchange Offers.

Purpose of the Exchange Offers
The purpose of the Exchange Offers is to satisfy our obligations under the Registration
Rights Agreement.

Expiration Date; Tenders
The Exchange Offers will expire at 5:00 p.m., New York City time, on July 6, 2017,
unless we extend the period of time during which any or all of the Exchange Offers is
open. In the event of any material change to any of the Exchange Offers, we will extend
the period of time during which the relevant Exchange Offer is open as necessary so that
at least five business days remain in the relevant Exchange Offer period following
notice of such material change. By signing or


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agreeing to be bound by the accompanying letter of transmittal, you will represent,

among other things, that:

· you are not an affiliate of ours or, if you are our affiliate, you will comply with the

registration and prospectus delivery requirements of the Securities Act to the extent
applicable in connection with the resale of the Exchange Notes;


· you are acquiring the Exchange Notes in the ordinary course of your business;

· you are not participating, do not intend to participate, and have no arrangement or

understanding with anyone to participate, in the distribution (within the meaning of
the Securities Act) of the Exchange Notes;

· you are not a broker-dealer that purchased any of the Original Notes from us for

resale pursuant to Rule 144A or any other available exemption under the Securities
Act; and

· if you are a broker-dealer that will receive Exchange Notes for your own account in
exchange for Original Notes that were acquired as a result of market-making
activities or other trading activities, you will deliver a prospectus (or to the extent

permitted by law, make available a prospectus to purchasers) in connection with any
resale of such Exchange Notes. For further information regarding resales of the
Exchange Notes by broker-dealers, see the discussion under the caption "Plan of
Distribution."

Accrued Interest on the Exchange Notes and Original Each of the Exchange Notes due 2022, the Exchange Notes due 2039 and the Exchange
Notes
Notes due 2049 will bear interest from February 3, 2017. If your Original Notes are
accepted for exchange, you will receive interest on the corresponding Exchange Notes
and not on such Original Notes. Any Original Notes not tendered will remain
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outstanding and continue to accrue interest according to their terms.

Conditions to the Exchange Offers
Our obligation to accept Original Notes tendered in the Exchange Offers is subject to
the satisfaction of certain customary conditions. See "The Exchange Offers--Conditions
to the Exchange Offers."

Procedures for Tendering Original Notes
A tendering holder must, prior to 5:00 p.m., New York City time, on the applicable
expiration date:

· transmit a properly completed and duly executed letter of transmittal, including all

other documents required by the letter of transmittal, to the Exchange Agent (as
defined herein) at the address listed in this prospectus; or

· if Original Notes are tendered in accordance with the book-entry procedures

described in this prospectus, the tendering holder must transmit an agent's message
(as defined herein) to the Exchange Agent.


See "The Exchange Offers--Procedures for Tendering."


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Special Procedures for Beneficial Holders
If you are a beneficial holder of Original Notes that are registered in the name of your
broker, dealer, commercial bank, trust company or other nominee, and you wish to
tender in any of the Exchange Offers, you should promptly contact the person in whose
name your Original Notes are registered and instruct that nominee to tender on your
behalf. See "The Exchange Offers--Procedures for Tendering."

Withdrawal Rights
Tenders may be withdrawn at any time before 5:00 p.m., New York City time, on the
applicable expiration date. See "The Exchange Offers--Withdrawal Rights."

Acceptance of Original Notes and Delivery of
Subject to the conditions stated in the section "The Exchange Offers--Conditions to the
Exchange Notes
Exchange Offers" of this prospectus, we will accept for exchange any and all Original
Notes of each series that are properly tendered in the Exchange Offers and not validly
withdrawn before 5:00 p.m., New York City time, on the applicable expiration date. The
corresponding Exchange Notes will be delivered promptly after the applicable
expiration date. See "The Exchange Offers--Terms of the Exchange Offers."

Absence of Dissenters' Rights of Appraisal
You do not have dissenters' rights of appraisal with respect to the Exchange Offers. See
"The Exchange Offers--Absence of Dissenters' Rights of Appraisal."

Material U.S. Federal Income Tax Considerations
Your exchange of Original Notes for Exchange Notes pursuant to any of the Exchange
Offers will not be a taxable event for U.S. federal income tax purposes. See "U.S.
Federal Income Tax Considerations."

Exchange Agent
U.S. Bank National Association is serving as the exchange agent (the "Exchange
Agent") in connection with the Exchange Offers. The address and telephone number of
the Exchange Agent are listed under the heading "The Exchange Offers--Exchange
Agent."

Use of Proceeds
We will not receive any cash proceeds from the issuance of the Exchange Notes in the
Exchange Offers. The Original Notes surrendered and exchanged for the Exchange
Notes will be retired and canceled. Accordingly, issuance of the Exchange Notes will
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not result in any increase in our outstanding indebtedness.

Resale of the Exchange Notes
Based on existing interpretations of the Securities Act by the SEC staff set forth in
several no-action letters to third parties and subject to the immediately following
sentence, we believe Exchange Notes issued under these Exchange Offers in exchange
for Original Notes may be offered for resale, resold and otherwise transferred by the
holders thereof (other than holders that are broker-dealers) without further compliance
with the registration and prospectus delivery provisions of the Securities Act. However,
any holder of Original Notes that is an affiliate of ours that does not comply with the


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registration and prospectus delivery requirements of the Securities Act to the extent
applicable in connection with the resale of the Exchange Notes, will not acquire the
Exchange Notes in the ordinary course of its business, or that intends to participate in
the Exchange Offers for the purpose of distributing any of the Exchange Notes, or any
broker-dealer that purchased any of the Original Notes from us for resale pursuant to

Rule 144A or any other available exemption under the Securities Act, (i) will not be able
to rely on the interpretations of the SEC staff set forth in the above-mentioned no-action
letters, (ii) will not be entitled to tender its Original Notes in the Exchange Offers and
(iii) must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any sale or transfer of the Original Notes unless such
sale or transfer is made pursuant to an exemption from such requirements.

Any broker-dealer that receives Exchange Notes for its own account in exchange for
Original Notes that were acquired as a result of market-making activities or other trading

activities, must deliver a prospectus (or to the extent permitted by law, make a
prospectus available to purchasers) in connection with any resale of such Exchange
Notes. See "Plan of Distribution."

Consequences of Not Exchanging Original Notes
If you do not exchange your Original Notes in the Exchange Offers, you will continue
to be subject to the restrictions on transfer described in the legend on your Original
Notes. In general, you may offer or sell your Original Notes only:


· if they are registered under the Securities Act and applicable state securities laws;

· if they are offered or sold under an exemption from registration under the Securities

Act and applicable state securities laws; or

· if they are offered or sold in a transaction not subject to the Securities Act and

applicable state securities laws.

Although your Original Notes will continue to accrue interest, they will generally retain
no rights under the Registration Rights Agreement. We currently do not intend to
register any series of Original Notes under the Securities Act. Under some
circumstances, holders of the Original Notes, including holders that are not permitted to
participate in the Exchange Offers or that may not freely sell Exchange Notes received

in the Exchange Offers, may require us to file, and to cause to become effective, a shelf
registration statement covering resales of Original Notes by these holders. For more
information regarding the consequences of not tendering your Original Notes and our
obligations to file a shelf registration statement, see "The Exchange Offers--
Consequences of Exchanging or Failing to Exchange the Original Notes" and "The
Exchange Offers--Registration Rights."
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Risk Factors
For a discussion of risk factors you should consider carefully before deciding to
participate in the Exchange Offers, see "Risk Factors" beginning on page 8 of this
prospectus.


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The Exchange Notes

Issuer
Verizon Communications Inc.

Securities Offered
Up to $3,194,253,000 aggregate principal amount of Exchange Notes due 2022, up to
$1,706,360,000 aggregate principal amount of Exchange Notes due 2039 and up to
$4,072,197,000 aggregate principal amount of Exchange Notes due 2049.

The terms of each series of Exchange Notes are identical to the terms of the
corresponding series of Original Notes, except that the transfer restrictions, registration

rights and additional interest provisions applicable to the Original Notes do not apply to
the Exchange Notes.

Maturity Dates
Exchange Notes due 2022: March 15, 2022. Exchange Notes due 2039: March 15, 2039.
Exchange Notes due 2049: April 15, 2049.

Interest Rates
Exchange Notes due 2022: 2.946%. Exchange Notes due 2039: 4.812%. Exchange
Notes due 2049: 5.012%.

Each of the Exchange Notes due 2022, the Exchange Notes due 2039 and the Exchange

Notes due 2049 will bear interest from February 3, 2017.

Interest Payment Dates
Exchange Notes due 2022: March 15 and September 15 of each year, commencing on
September 15, 2017.

Exchange Notes due 2039: March 15 and September 15 of each year, commencing on

September 15, 2017.

Exchange Notes due 2049: April 15 and October 15 of each year, commencing on

October 15, 2017.

Optional Redemption
We may redeem any series of the Exchange Notes at our option, in whole or in part, at
any time prior to maturity, at the applicable redemption price to be determined using the
procedure described in this prospectus under "Description of the Exchange Notes--
Redemption."

Ranking
Each series of Exchange Notes will be unsecured and will rank equally with all of our
senior unsecured debt.

Book Entry; Form and Denominations
Each series of Exchange Notes will be represented by one or more fully registered
global notes, which we refer to as the "Global Notes." The Global Notes will be
registered in the name of Cede & Co. as nominee for The Depository Trust Company, or
DTC. Beneficial interests in the Exchange Notes will be represented through book-entry
accounts of financial institutions acting on behalf of beneficial owners as direct and
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indirect participants in DTC. Clearstream Banking, société anonyme, and Euroclear
Bank, S.A./N.V., as


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operator of the Euroclear System, will hold interests on behalf of their participants
through their respective U.S. depositaries, which in turn will hold such interests in
accounts as participants of DTC. Except in limited circumstances described in this
prospectus, owners of beneficial interests in the Exchange Notes will not be entitled to

have Exchange Notes registered in their names, will not receive or be entitled to receive
Exchange Notes in definitive form and will not be considered holders of Exchange
Notes under the Indenture. The Exchange Notes will be issued in minimum
denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

No Public Market
The Exchange Notes will be new securities for which there is currently no market. A
market for any or all series of Exchange Notes may not develop, or if a market does
develop, it may not provide adequate liquidity.

Governing Law
The Indenture is, and the Exchange Notes will be, governed by the laws of the State of
New York.


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RISK FACTORS
An investment in the Exchange Notes involves risks. Before making a decision whether to participate in the Exchange Offers, you should
carefully consider the risks and uncertainties described in this prospectus, including the risk factors set forth in the documents and reports filed
with the SEC that are incorporated by reference herein. Our business, financial condition, operating results and cash flows can be impacted by
these factors, any one of which could cause our actual results to vary materially from recent results or from our anticipated future results.
Uncertainty as to the trading market for Original Notes not exchanged
To the extent tenders of Original Notes for exchange in the Exchange Offers are accepted by us and the Exchange Offers are completed, the
trading market for the Original Notes that remain outstanding following such completion will be significantly limited. The remaining Original
Notes may command a lower price than a comparable issue of securities with greater market liquidity. A reduced market value and reduced
liquidity may also make the trading price of the remaining Original Notes more volatile. As a result, the Exchange Offers may cause the market
price for the Original Notes that remain outstanding after the completion of the Exchange Offers to be adversely affected. Neither we nor the
Exchange Agent has any duty to make a market in any remaining Original Notes.
Uncertainty as to the trading market for the Exchange Notes
We cannot make any assurance as to:


· the development of an active trading market for the Exchange Notes;


· the liquidity of any trading market that may develop for the Exchange Notes;
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· the ability of holders to sell their Exchange Notes; or


· the price at which the holders would be able to sell their Exchange Notes.
We do not intend to apply for listing of the Exchange Notes on any securities exchange or for quotation through any automated dealer
quotation system. Any trading market that may develop for the Exchange Notes may be adversely affected by changes in the overall market for
securities, changes in our financial performance or prospects, a change in our credit rating, the prospects for companies in our industry generally,
any acquisitions or business combinations proposed or consummated by us, the interest of securities dealers in making a market for the Exchange
Notes and prevailing interest rates, financial markets and general economic conditions. A market for the Exchange Notes may be subject to
volatility.
Resale of the Original Notes is restricted
Each series of Exchange Notes will be issued pursuant to a registration statement filed with the SEC of which this prospectus forms a part.
We have not registered the Original Notes under the Securities Act or for public offerings outside the United States. Consequently, the Original
Notes may not be offered or sold in the United States, unless they are registered under the Securities Act, transferred pursuant to an exemption
from registration under the Securities Act and applicable state securities laws or transferred in a transaction not subject to the Securities Act and
applicable state securities laws. As a result, holders of Original Notes who do not participate in the Exchange Offers will face restrictions on the
resale of their Original Notes, and such holders may not be able to sell their Original Notes at the time they wish or at prices acceptable to them. In
addition, we do not anticipate that we will register the Original Notes under the Securities Act and, if you are eligible to exchange your Original
Notes in the Exchange Offers and do not exchange your Original Notes in the Exchange Offers, you will no longer be entitled to have those
Original Notes registered under the Securities Act.

8
Table of Contents
Treatment of the Original Notes not exchanged
Original Notes not exchanged in the Exchange Offers will remain outstanding. The terms and conditions governing the Original Notes will
remain unchanged. No amendments to these terms and conditions are being sought.
From time to time after the expiration date, we or our affiliates may acquire Original Notes that are not exchanged in the Exchange Offers
through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at
such prices as we or our affiliates may determine or as may be provided for in the documents governing the Original Notes (which may be on
terms more or less favorable from those contemplated in the Exchange Offers and, in either case, could be for cash or other consideration).
Responsibility for complying with the procedures of the Exchange Offers
Holders of Original Notes are responsible for complying with all of the procedures for tendering Original Notes for exchange in a timely
manner. Therefore, holders of Original Notes that wish to exchange them for Exchange Notes should allow sufficient time for timely completion
of the exchange procedures. If the exchange procedures are not strictly complied with, the letter of transmittal or the agent's message, as the case
may be, may be rejected. Neither we nor the Exchange Agent assumes any responsibility for informing any holder of Original Notes of
irregularities with respect to such holder's participation in the Exchange Offers.
Consummation of the Exchange Offers may not occur
The Exchange Offers are subject to the satisfaction of certain conditions. See "The Exchange Offers--Conditions to the Exchange Offers."
Even if the Exchange Offers are completed, they may not be completed on the schedule described in this prospectus. Accordingly, holders
participating in the Exchange Offers may have to wait longer than expected to receive their Exchange Notes, during which time such holders will
not be able to effect transfers of their Original Notes tendered in the Exchange Offers.
Completion, termination, waiver and amendment
Until we announce whether we have accepted valid tenders of Original Notes for exchange pursuant to the Exchange Offers, no assurance
can be given that the Exchange Offers will be completed. In addition, subject to applicable law and as provided in this prospectus, we may, in our
sole discretion, extend, re-open, amend, waive any condition of or terminate any or all of the Exchange Offers at any time before our
announcement of whether we will accept valid tenders of Original Notes for exchange pursuant to the Exchange Offers, which we expect to make
as soon as reasonably practicable after the applicable expiration date.
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