Obbligazione Baxter Global Corp 3.75% ( USU07181AY33 ) in USD

Emittente Baxter Global Corp
Prezzo di mercato 100 USD  ▼ 
Paese  Stati Uniti
Codice isin  USU07181AY33 ( in USD )
Tasso d'interesse 3.75% per anno ( pagato 2 volte l'anno)
Scadenza 30/09/2025 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Baxter International Inc USU07181AY33 in USD 3.75%, scaduta


Importo minimo 2 000 USD
Importo totale 750 000 000 USD
Cusip U07181AY3
Standard & Poor's ( S&P ) rating A- ( Upper medium grade - Investment-grade )
Moody's rating N/A
Descrizione dettagliata Baxter International Inc. è una società globale di dispositivi medici che sviluppa, produce e commercializza prodotti per la terapia renale, l'emostasi, la terapia parenterale e altri dispositivi medici.

**Analisi dell'Obbligazione USU07181AY33: Un'Opportunità di Investimento in Dollari da Baxter International Inc.** Il mercato obbligazionario continua a offrire diverse opportunità per gli investitori che cercano stabilità e rendimento in un contesto economico in evoluzione. In questo scenario, l'attenzione si concentra su un'obbligazione specifica emessa da un attore di rilievo nel settore sanitario globale, offrendo una prospettiva interessante per la diversificazione del portafoglio. **Baxter International Inc.: Un Colosso nel Settore Sanitario** L'emittente di questa obbligazione è Baxter International Inc., un'azienda multinazionale americana leader nel settore dei dispositivi medici e delle tecnologie sanitarie. Con sede negli Stati Uniti, l'azienda vanta una storia ultradecennale e una presenza capillare a livello globale. Specializzata nella produzione e distribuzione di un'ampia gamma di prodotti e terapie essenziali, Baxter opera in aree cruciali come la terapia renale, la nutrizione clinica, i prodotti farmaceutici iniettabili, la chirurgia e la cura intensiva. La sua solida reputazione è costruita su innovazione, qualità e un impegno costante per migliorare la cura dei pazienti a livello mondiale. La diversificazione del suo portafoglio prodotti, la sua vasta rete di distribuzione globale e la sua capacità di adattarsi alle esigenze del mercato sanitario contribuiscono alla stabilità finanziaria e alla resilienza dell'azienda, rendendola un emittente di alto profilo nel panorama finanziario internazionale. **Dettagli dell'Obbligazione (USU07181AY33)** L'obbligazione in esame, identificata dal codice ISIN USU07181AY33 e dal codice CUSIP U07181AY3, è stata emessa negli Stati Uniti. Si tratta di un'obbligazione di tipo corporate, con le seguenti caratteristiche chiave: * **Tipo:** Obbligazione * **Paese di Emissione:** Stati Uniti * **Valuta:** Dollaro Statunitense (USD) * **Valore Nominale Totale dell'Emissione:** 750.000.000 USD, indicando una dimensione considerevole che garantisce buona liquidità sul mercato secondario. * **Tasso di Interesse (Cedola):** 3,75% annuo, un tasso fisso che offre prevedibilità sui flussi di cassa. * **Frequenza di Pagamento:** Semestrale (2 volte all'anno), garantendo agli investitori un flusso di reddito regolare e distribuito nel tempo. * **Maturità:** 30 settembre 2025, posizionandola come un'opportunità di investimento a breve-medio termine. * **Prezzo Attuale sul Mercato:** 100% del valore nominale, il che significa che l'obbligazione è attualmente scambiata alla pari, rendendo il rendimento a scadenza pari al tasso cedolare per un nuovo acquisto. * **Taglio Minimo di Acquisto:** 2.000 USD, un taglio che la rende accessibile anche a una platea di investitori individuali, oltre a quelli istituzionali. **Rating di Credito: A- da Standard & Poor's** Un fattore cruciale per la valutazione della solvibilità di un emittente e del rischio associato a un'obbligazione è il suo rating di credito. Questa emissione ha ricevuto un rating di 'A-' dall'agenenza di rating Standard & Poor's (S&P). Un rating 'A-' è classificato come *investment grade*, il che indica una forte capacità dell'emittente di far fronte ai propri impegni finanziari. Sebbene un rating di 'A-' possa suggerire una sensibilità leggermente maggiore a potenziali cambiamenti sfavorevoli nelle condizioni economiche o di mercato rispetto ai rating 'AAA' o 'AA', esso implica comunque un basso rischio di default. Questo posizionamento la rende attraente per investitori che privilegiano la sicurezza del capitale e un rischio contenuto nel loro portafoglio obbligazionario. In sintesi, l'obbligazione di Baxter International Inc. con scadenza a settembre 2025 e cedola del 3,75% offre agli investitori un'opportunità di investimento in dollari statunitensi, supportata dalla solidità finanziaria di un emittente con rating di investment grade e una posizione consolidata e vitale nel settore sanitario globale.







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EX-4.2 3 bax-ex42_25.htm EX-4.2
Exhibit 4.2
3.750% SENIOR NOTES DUE 2025
3.950% SENIOR NOTES DUE 2030
FIRST SUPPLEMENTAL INDENTURE
between
BAXTER INTERNATIONAL INC.,
as Issuer
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Dated as of March 26, 2020
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TABLE OF CONTENTS
Page
ARTICLE I
Definitions1
Section 1.01
Definition of Terms1
ARTICLE II
The Notes3
Section 2.01
Designation3
Section 2.02
Principal Amount; Series Treatment3
Section 2.03
Maturity5
Section 2.04
Interest5
Section 2.05
Form of Notes5
Section 2.06
Transfer Restrictions6
Section 2.07
Transfers and Exchanges7
Section 2.08
Restricted Securities7
ARTICLE III
Transfer Restriction Legends10
Section 3.01
Legends10
ARTICLE IV
Redemption Of The Notes11
Section 4.01
Optional Redemption by Company11
ARTICLE V
Change of Control12
Section 5.01
Offer to Purchase Upon Change of Control Triggering Event12
ARTICLE VI
Execution Of The Notes13
Section 6.01
Execution; Certificates13
ARTICLE VII
Miscellaneous13
Section 7.01
Ratification of Indenture13
Section 7.02
Trustee Not Responsible for Recitals13
Section 7.03
Governing Law14
Section 7.04
Separability14
Section 7.05
Counterparts14
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EXHIBIT A-1
Form of 2025 Note
EXHIBIT A-2
Form of 2030 Note
EXHIBIT B
Form of Transfer Certificate for Exchange or Transfer from Rule 144A
Global Note to Regulation S Global Note Prior to the Expiration of the
Distribution Compliance Period
EXHIBIT C
Form of Transfer Certificate for the Transfer or Exchange from
Rule 144A Global Note to Regulation S Global Note After the
Expiration of the Distribution Compliance Period
EXHIBIT D
Form of Transfer Certificate for Exchange or Transfer from Regulation S
Global Note to Rule 144A Global Note
ii
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FIRST SUPPLEMENTAL INDENTURE, dated as of March 26, 2020 (this "Supplemental
Indenture"), between Baxter International Inc., a Delaware corporation (the "Company"), and The Bank
of New York Mellon Trust Company, N.A., as Trustee, under the Indenture, dated as of March 26, 2020
(the "Indenture"), between the Company and the Trustee.
WHEREAS, the Company executed and delivered the Indenture to the Trustee to provide for,
among other things, the issuance from time to time of the Company's debt securities in one or more series
as might be authorized under the Indenture;
WHEREAS, the Indenture provides that the Company and the Trustee may enter into an
indenture supplemental to the Indenture to establish the form and terms of any series of Securities (as
defined in the Indenture) as provided by Sections 2.01 and 3.01 of the Indenture;
WHEREAS, the Board of Directors of the Company has duly adopted resolutions authorizing the
Company to issue the Securities provided for in this Supplemental Indenture;
WHEREAS, the Company desires to enter into this Supplemental Indenture to provide for the
establishment of two series of Securities (as defined in the Indenture) to be known as the (i) 3.750%
Senior Notes due 2025 (the "2025 Notes") and (ii) 3.950% Senior Notes due 2030 (the "2030 Notes,"
collectively with the 2025 Notes, the "Notes"), the form, substance, terms, provisions and conditions of
which shall be set forth in the Indenture and this Supplemental Indenture; and
WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental
Indenture in order to satisfy all requirements necessary to make (i) this Supplemental Indenture a valid
instrument in accordance with its terms and (ii) the Securities provided for hereby, when executed and
delivered by the Company and authenticated by the Trustee, the valid obligations of the Company.
NOW THEREFORE, each party agrees as follows for the benefit of the other parties and for the
equal and ratable benefit of the Holders of the Notes:
ARTICLE I
Definitions
Section 1.01
Definition of Terms. Unless the context otherwise requires:
(a)
a term defined in the Indenture has the same meaning when used in this
Supplemental Indenture unless the definition of such term is amended and supplemented pursuant to this
Supplemental Indenture;
(b)
a term defined anywhere in this Supplemental Indenture has the same meaning
throughout;
(c)
the singular includes the plural and vice versa;
(d)
a reference to a Section or Article is to a Section or Article of this Supplemental
Indenture;
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(e)
headings are for convenience of reference only and do not affect interpretation;
and
(f)
the following terms have the meanings given to them in this Section 1.01(f):
"Additional Interest" means, with respect to a series of Notes, all additional interest, if any, then
owing on the Notes of such series pursuant to a Registration Rights Agreement.
"Clearstream" means Clearstream Banking, S.A., or its successor.
"Company" shall have the meaning set forth in the first paragraph hereof, and shall also include
the Company's successors and permitted assigns.
"Depositary" means the clearing agency registered under the Exchange Act that is designated to
act as the Depositary for the Global Notes. The Depository Trust Company shall be the initial Depositary,
until a successor shall have been appointed and become such pursuant to the applicable provisions of the
Indenture, and thereafter, "Depositary" shall mean or include such successor.
"Distribution Compliance Period" means, with respect to a Regulation S Security, the
"distribution compliance period", as such term is defined in Regulation S, for such Regulation S Security.
"Euroclear" means Euroclear Bank SA/NV, or its successor.
"Exchange Notes" means, with respect to a series of Notes, Securities of the Company issued in
the Exchange Offer and having terms identical in all material respects to the Initial Notes of such series,
except for the issue date and, if applicable, the first interest payment date and the date from which interest
shall accrue and except that the transfer restrictions under the Securities Act shall be eliminated and the
Additional Interest provisions shall not apply to such securities.
"Exchange Offer" means an offer made by the Company pursuant to a Registration Rights
Agreement to exchange the Initial Notes or additional Notes issued under Section 2.02(a), as applicable,
for the related Exchange Notes.
"Global Notes" shall have the meaning set forth in Section 2.05(b).
"Indenture" shall have the meaning set forth in the first paragraph hereof.
"Initial Notes" means, with respect to a series of Notes, (i) all Notes of such series issued on the
first date that the Notes of such series were originally issued under this Supplemental Indenture and (ii)
any Notes of such series (other than Exchange Notes of such series) issued in replacement therefor.
"Initial Purchasers" has the meaning given to such term in the definition of "Initial Notes
Registration Rights Agreement."
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"Initial Notes Registration Rights Agreement" means the Registration Rights Agreement dated
March 26, 2020, between the Company and the Initial Purchasers (as defined in such Registration Rights
Agreement) with respect to the Initial Notes.
"Notes" shall have the meaning set forth in the recitals hereof.
"Registration Rights Agreement" means the Initial Notes Registration Rights Agreement and any
registration rights agreement entered into in connection with the issuance of any additional Notes.
"Regulation S" means Regulation S under the Securities Act.
"Regulation S Security" means a Note sold in reliance on Regulation S under the Securities Act.
"Restricted Securities" means "restricted securities," as such term is defined in Rule 144 under
the Securities Act.
"Rule 144A Security" means a Note sold pursuant to Rule 144A under the Securities Act.
"U.S. Resale Restriction Termination Date" means, with respect to the Initial Notes of any series
and any additional Note of such series issued under Section 2.02(a), (x) the date which is one year after
the later of the date of original issue thereof, as the case may be, and the last date on which the Company
or any of its affiliates were the owner thereof, as the case may be, (or any predecessor thereto) and (y)
such later date, if any, as may be required by any subsequent change in applicable law.
ARTICLE II
The Notes
Section 2.01
Designation. The Company hereby establishes (a) a series of Securities
designated the "3.750% Senior Notes due 2025" and (b) a series of Securities designated the "3.950%
Senior Notes due 2030" for issuance under the Indenture, as supplemented by this Supplemental
Indenture.
Section 2.02
Principal Amount; Series Treatment.
(a)
The 2025 Notes shall be initially limited to an aggregate principal amount of
$750,000,000 and the 2030 Notes shall be initially limited to an aggregate principal amount of
$500,000,000. The Company may, from time to time, without the consent of the Holders of any series of
Notes, issue additional Notes of any series, so that such additional Notes and the outstanding Notes of
such series will be consolidated together and form a single series of Securities under the Indenture as
supplemented by this Supplemental Indenture. Any increase in the aggregate principal amount of any
series of Notes shall be evidenced by an Officers' Certificate to be delivered to the Trustee, without any
further action by the Company.
(b)
Any additional Notes issued under Section 2.02(a) shall have the same terms in
all respects as the corresponding series of Notes, except that interest will accrue on such additional
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Notes from the most recent date to which interest has been paid on the Notes of such series (other than
such additional Notes) or if no interest has been paid on the outstanding Notes of such series from the
first date that such outstanding Notes were originally issued under the Indenture, as supplemented by this
Supplemental Indenture; provided that, if such additional Notes are not fungible with the Initial Notes of
such series for U.S. Federal income tax purposes, such additional Notes shall have a separate CUSIP
number.
(c)
For all purposes of the Indenture and this Supplemental Indenture, all 2025
Notes, whether Initial Notes, additional Notes issued under Section 2.02(a) or Exchange Notes, shall
constitute one series of Securities and shall vote together as one series of Securities.
(d)
For all purposes of the Indenture and this Supplemental Indenture, all 2030
Notes, whether Initial Notes, additional Notes issued under Section 2.02(a) or Exchange Notes, shall
constitute one series of Securities and shall vote together as one series of Securities.
(e)
The Notes shall be issued in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.
Section 2.03
Maturity. The 2025 Notes will become due and payable on October 1, 2025
and the 2030 Notes will become due and payable on April 1, 2030.
Section 2.04
Interest. Interest on the 2025 Notes will accrue at a rate of 3.750% per annum
and interest on the 2030 Notes will accrue at a rate of 3.950% per annum, in each case, from March 26,
2020 (in the case of the Initial Notes of each series or any additional Notes of each series issued prior to
October 1, 2020) until the principal thereof becomes due and payable or to the date of redemption or
repurchase (if any) of the Notes. Interest on the Notes shall be payable semi-annually on April 1 and
October 1 of each year, in each case to the Holders of record of the Notes as of the close of business on
the March 17 and September 16 (whether or not a Business Day) preceding such interest payment dates,
commencing, in the case of the Initial Notes or any additional Notes issued prior to October 1, 2020, on
October 1, 2020. Additional Interest may accrue on the Notes pursuant to a Registration Rights
Agreement, and all references to "interest" in the Indenture and in the Notes shall include any such
Additional Interest that may be payable.
Section 2.05
Form of Notes.
(a)
The Notes shall contain the terms set forth in, and shall be substantially in the
forms of, Exhibit A-1 with respect to the 2025 Notes and Exhibit A-2 with respect to the 2030 Notes,
each as attached hereto. The terms and provisions contained in the forms of Notes set forth in Exhibits
A-1 and A-2 shall constitute, and are hereby expressly made, a part of the Indenture, as supplemented by
this Supplemental Indenture.
Any of the Notes may have such letters, numbers or other marks of identification and such
notations, legends, endorsements or changes as the Authorized Officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the
provisions of the Indenture, as supplemented by this Supplemental Indenture, or as may be required by
the Depositary or as may be required to comply with any applicable law or with any rule or regulation
made pursuant thereto or with any rule or regulation
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of any securities exchange or automated quotation system on which the Notes may be listed, or to
conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are
subject.
(b)
So long as the Notes are eligible for book-entry settlement with the Depositary,
or unless otherwise required by law, or otherwise contemplated herein, each series of the Notes shall be
represented by one or more Notes in global form registered in the name of the Depositary or the nominee
of the Depositary.
The Notes shall be issued initially in the form of one or more permanent Global Securities in
registered form, substantially in the forms set forth in Exhibits A-1 and A-2, as applicable (the "Global
Notes"), each registered in the name of the Depositary or its nominee, deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary
or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided.
The transfer and exchange of beneficial interests in any such Global Note shall be effected
through the Depositary in accordance with the Indenture and its Applicable Procedures. Except as
provided in the Indenture, beneficial owners of a Global Note shall not be entitled to have certificates
registered in their names, will not receive or be entitled to receive physical delivery of certificates in
definitive form and will not be considered Holders of such Global Note.
Any Global Note shall represent such of the Outstanding Notes as shall be specified therein and
shall provide that it shall represent the aggregate amount of Outstanding Notes from time to time
endorsed thereon and that the aggregate amount of Outstanding Notes represented thereby may from time
to time be increased or reduced to reflect redemptions, transfers or exchanges permitted hereby. Any
endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of
outstanding Notes represented thereby shall be made by the Trustee in such manner and upon instructions
given by the Holder of such Notes in accordance with the Indenture and this Supplemental Indenture.
Payment of principal of and interest and premium, if any, on any Global Note shall be made to the Holder
of such Note.
Section 2.06
Transfer Restrictions. The following provisions shall apply only to a Global
Note:
(i)
Each Global Note authenticated under this Supplemental
Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to
such Depositary or a nominee thereof or Trustee if the Trustee is acting as custodian for the
Depositary or its nominee with respect to such Global Note, and each such Global Note shall
constitute a single Note, for the applicable series, for all purposes of the Indenture and this
Supplemental Indenture.
(ii)
Notwithstanding any other provision in this Supplemental
Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no
transfer of a Global Note in whole or in part may be registered, in the name of any Person other
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than the Depositary or a nominee thereof except as provided in Section 3.05 of the Indenture.
Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note;
provided that any such Note so issued that is registered in the name of a Person other than the
Depositary or a nominee thereof shall not be a Global Note.
(iii)
Securities issued in exchange for a Global Note or any portion
thereof pursuant to clause (ii) above shall be issued pursuant to Section 3.05 of the Indenture.
(iv)
At such time as all interests in a Global Note have been
redeemed, repurchased, converted, canceled or exchanged for Notes (of an applicable series) in
certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in
accordance with standing procedures and instructions existing between the Depositary and the
Trustee. At any time prior to such cancellation, if any interest in a Global Note is redeemed,
repurchased, converted, canceled or exchanged for Notes (of an applicable series) in certificated
form, the principal amount of such Global Note shall, in accordance with the standing procedures
and instructions existing between the Depositary and the Trustee, be appropriately reduced, and
an endorsement shall be made on such Global Note, by the Trustee or at the direction of the
Trustee, to reflect such reduction.
Section 2.07
Transfers and Exchanges. Each series of the Notes shall be transferred and
exchanged by the Holders thereof and the Trustee in accordance with the terms and conditions set forth in
Section 3.05 of the Indenture and, in the case of Notes of any series that constitute Restricted Securities,
in accordance with Section 2.08 of this Supplemental Indenture.
Section 2.08
Restricted Securities. Except as permitted by this Section 2.08, each
Restricted Security (including Restricted Securities represented in whole or in part by Global Notes) shall
bear a legend specified in Section 3.01(1) hereof, in the case of a Rule 144A Security, or Section 3.01(2),
in the case of a Regulation S Security.
If any Notes are issued upon the transfer, exchange or replacement of Notes of the same series
and in the same form not bearing the applicable legend referred to above, the Notes so issued shall not
bear such legend. If any Notes are issued upon the transfer, exchange or replacement of Notes of the same
series and in the same form bearing such legend or if a request is made to remove such legend from any
Notes, the Notes so issued shall bear such legend or such legend shall not be removed, as the case may
be, unless and until there is delivered to the Company such satisfactory evidence as may be reasonably
required by the Company to evidence that any such Notes are not then subject to any transfer restrictions
under the Securities Act. Upon provision of such satisfactory evidence to the Company, the Trustee, upon
receipt of the written order of the Company, signed by an Authorized Officer, shall authenticate and
deliver Notes of the same series and in the same form of like tenor and terms that does not bear such
legend.
Beneficial interests in any Restricted Security may be transferred to persons who take delivery
thereof in the form of a beneficial interest in the same Restricted Security in accordance with the transfer
restrictions set forth in the legend therein containing transfer restrictions under the Securities Act;
provided, however, that prior to the expiration of the Distribution Compliance Period with respect to a
Regulation S Security, transfers of beneficial interests in such
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Regulation S Security may not be made to a U.S. Person (as defined in Rule 902(k) promulgated under
the Securities Act) or for the account or benefit of a U.S. Person (other than an Initial Purchaser in the
case of a Regulation S Security evidencing Initial Notes or an initial purchaser of such Security pursuant
to a purchase agreement with the Company in the case of additional Notes), except in the circumstances
provided for in the legend set forth in Section 3.01(2) hereof. Beneficial interests in any Global Note that
does not bear a legend containing transfer restrictions under the Securities Act may be transferred to
persons who take delivery thereof in the form of a beneficial interest in a Global Note that does not bear a
legend containing transfer restrictions under the Securities Act. No written orders or instructions shall be
required to be delivered to the Security Registrar to effect the transfers described in this paragraph.
Prior to the expiration of the Distribution Compliance Period with respect to a Regulation S
Security, if an owner of a beneficial interest in a Rule 144A Security deposited with the Depositary
wishes at any time to exchange all or a portion of its beneficial interest in such Rule 144A Security for a
beneficial interest in such Regulation S Security, or to transfer all or a portion of its beneficial interest in
such Rule 144A Security, to a Person who wishes to take delivery thereof in the form of a beneficial
interest in such Regulation S Security, such owner may, subject to the rules and procedures of the
Depositary and to the requirements set forth below, exchange, cause the exchange, transfer or cause the
transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Security.
Upon receipt by the Trustee, as Security Registrar, of (1) written instructions given in accordance
with the Depositary's Applicable Procedures from an agent member or participant of the Depositary
directing the Trustee to credit or cause to be credited a beneficial interest in the Regulation S Security in
an amount equal to the beneficial interest in the Rule 144A Security to be exchanged or transferred, (2) a
written order given in accordance with the Depositary's Applicable Procedures containing information
regarding the Euroclear or Clearstream or other account to be credited with such increase and the name of
such account and (3) a certificate substantially in the form of Exhibit B hereto given by the owner of such
beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary, its nominee, or the
custodian for the Depositary, as the case may be, to reduce or reflect on its records a reduction of the Rule
144A Security by the aggregate principal amount of the beneficial interest in such Rule 144A Security to
be so exchanged or transferred and the Trustee, as Security Registrar, shall instruct the Depositary, its
nominee, or the custodian for the Depositary, as the case may be, concurrently with such reduction, to
increase or reflect on its records an increase of the principal amount of such Regulation S Security by the
aggregate principal amount of the beneficial interest in such Rule 144A Security to be so exchanged or
transferred, and to credit or cause to be credited to the account of the Person specified in such instructions
(who shall be the agent member of Euroclear or Clearstream, or both, as the case may be) a beneficial
interest in such Regulation S Security equal to the reduction in the principal amount of such Rule 144A
Security.
After the expiration of the Distribution Compliance Period with respect to a Regulation S
Security, if an owner of a beneficial interest in a Rule 144A Security deposited with the Depositary
wishes at any time to exchange all or a portion of its beneficial interest in such Rule 144A Security for a
beneficial interest in such Regulation S Security, or to transfer all or a portion of its beneficial interest in
such Rule 144A Security to a Person who wishes to take delivery thereof in the form of a beneficial
interest in such Regulation S Security, such owner
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