Obligation AmerAxle Manufacturing Inc. 6.25% ( US02406PAR10 ) en USD

AmerAxle Manufacturing Inc.

100 % ▼

Etats-unis

US02406PAR10 ( en USD )

6.25% par an ( paiement semestriel )

31/01/2025 - Obligation échue

Prospectus brochure de l'obligation American Axle & Manufacturing Inc US02406PAR10 en USD 6.25%, échue

1 000 USD

699 920 000 USD

02406PAR1

B- ( Très spéculatif )

B2 ( Très spéculatif )

American Axle & Manufacturing Inc. est un fabricant mondial de composants automobiles, spécialisé dans les essieux, les arbres de transmission et d'autres systèmes de transmission pour véhicules légers, poids lourds et véhicules utilitaires.

L'Obligation émise par AmerAxle Manufacturing Inc. ( Etats-unis ) , en USD, avec le code ISIN US02406PAR10, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2025

L'Obligation émise par AmerAxle Manufacturing Inc. ( Etats-unis ) , en USD, avec le code ISIN US02406PAR10, a été notée B2 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par AmerAxle Manufacturing Inc. ( Etats-unis ) , en USD, avec le code ISIN US02406PAR10, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B3 1 a2234146z424b3.htm 424B3
Use these links to rapidly review the document
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-222097-
333-222097-48
PROSPECTUS
Offers to Exchange
$700,000,000 Outstanding 6.250% Senior Notes due 2025
for Registered 6.250% Senior Notes due 2025
and
$500,000,000 Outstanding 6.500% Senior Notes due 2027
for Registered 6.500% Senior Notes due 2027
American Axle & Manufacturing, Inc. ("AAM Inc.", the "Company" or the "Issuer") is offering to exchange, upon the terms and subject to the
conditions set forth in this prospectus and the accompanying letter of transmittal, all of our outstanding unregistered 6.250% Senior Notes due 2025 (the
"2025 Restricted Notes") for an equivalent principal amount of our registered 6.250% Senior Notes due 2025 (the "2025 Exchange Notes"), and all of
our outstanding unregistered 6.500% Senior Notes due 2027 (the "2027 Restricted Notes") for an equivalent principal amount of our registered 6.500%
Senior Notes due 2027 (the "2027 Exchange Notes"), such offers referred to herein, collectively, as the "exchange offers." The 2025 Restricted Notes
and the 2027 Restricted Notes are collectively referred to as the "Restricted Notes" and the 2025 Exchange Notes and the 2027 Exchange Notes are
collectively referred to as the "Exchange Notes."
The Exchange Notes will be AAM Inc.'s senior unsecured obligations and will rank equally with all of AAM Inc.'s other existing and future senior
indebtedness. AAM Inc.'s obligations under the Exchange Notes will be guaranteed on a senior unsecured basis, jointly and severally, by American
Axle & Manufacturing Holdings, Inc. ("Holdings"), AAM Inc.'s parent corporation, Metaldyne Performance Group Inc. ("MPG"), a wholly owned
subsidiary of Holdings, and certain of AAM Inc.'s and MPG's current and future subsidiaries (each a "Subsidiary Guarantor" and, together with MPG,
the "Subsidiary Guarantors"). See "Description of the Exchange Notes". All references to the Exchange Notes and Restricted Notes include references to
the related guarantees, as appropriate. See "Description of the Exchange Notes--Guarantees".
The exchange offers are subject to customary closing conditions and will expire at 11:59 p.m., New York City time, on February 1, 2018
(the "Expiration Date"), unless extended.
We issued the Restricted Notes in transactions not requiring registration under the Securities Act of 1933, as amended (the "Securities Act") and,
as a result, their transfer is restricted. We are making the exchange offers to satisfy your registration rights as a holder of the Restricted Notes and will
not receive any proceeds from the exchange offers. The terms of the Exchange Notes are identical in all material respects to the Restricted Notes of the
same series, except that the Exchange Notes are registered under the Securities Act and will not contain restrictions on transfer or provisions relating to
additional interest, will bear a different CUSIP number from the Restricted Notes of the same series and will not entitle their holders to registration
rights. The Exchange Notes, together with any Restricted Notes that are not exchanged in the exchange offer, will be governed by the same indenture,
constitute the same class of debt securities for the purposes of such indenture and vote together on all matters.
Each holder of Restricted Notes wishing to accept Exchange Notes in the exchange offers must deliver the Restricted Notes to be exchanged,
together with the letter of transmittal that accompanies this prospectus and any other required documentation, to the exchange agent identified in this
prospectus. Alternatively, you may effect a tender of Restricted Notes by book-entry transfer into the exchange agent's account at The Depository Trust
Company ("DTC"). All deliveries are at the risk of the holder. You can find detailed instructions concerning delivery in the section called "The
Exchange Offers" in this prospectus and in the accompanying letter of transmittal.
https://www.sec.gov/Archives/edgar/data/1062231/000104746918000037/a2234146z424b3.htm[1/5/2018 9:20:27 AM]

Each broker-dealer that receives the Exchange Notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. The letter of transmittal accompanying
this prospectus 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 the Exchange Notes received in exchange for the Restricted Notes where such Restricted Notes were acquired by such
broker-dealer as a result of market-making activities or other trading activities. See "Plan of Distribution." The Exchange Notes will not be listed on any
securities exchange or for quotation through any automated dealer quotation system.
See "Risk Factors" beginning on page 10 for a discussion of risk factors that you should carefully consider before deciding to exchange
your Restricted Notes for Exchange Notes.
Neither 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 January 4, 2018
Table of Contents
TABLE OF CONTENTS

Page

ABOUT THIS PROSPECTUS

i
INCORPORATION BY REFERENCE

i
WHERE YOU CAN FIND MORE INFORMATION

iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

iii
SUMMARY

1
RISK FACTORS

10
USE OF PROCEEDS

18
RATIO OF EARNINGS TO FIXED CHARGES

19
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS

20
THE EXCHANGE OFFERS

22
DESCRIPTION OF THE EXCHANGE NOTES

33
BOOK-ENTRY; DELIVERY AND FORM

48
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

50
PLAN OF DISTRIBUTION

51
LEGAL MATTERS

52
EXPERTS

52
ABOUT THIS PROSPECTUS
It is important that you read and consider all of the information contained in this prospectus in making your investment decision. You should also
read and consider the information in the documents to which we have referred you in "Incorporation by Reference" and "Where You Can Find More
Information."
As used in this prospectus, unless otherwise indicated or the context otherwise requires the terms "the Company," "we," "us" and "our" and "AAM"
refer to collectively (i) American Axle & Manufacturing, Inc., or AAM Inc., the issuer, a Delaware corporation, and its direct and indirect subsidiaries,
including the Subsidiary Guarantors, (ii) American Axle & Manufacturing Holdings, Inc., or Holdings, a Delaware corporation, and the direct parent
corporation of the issuer and (iii) Metaldyne Performance Group Inc., or MPG, a Delaware corporation and a wholly owned subsidiary of Holdings.
Holdings has no material operations or assets other than its ownership of 100% of the issued and outstanding common stock of MPG and AAM Inc., the
issuer of the Restricted Notes.
INCORPORATION BY REFERENCE
https://www.sec.gov/Archives/edgar/data/1062231/000104746918000037/a2234146z424b3.htm[1/5/2018 9:20:27 AM]

We are incorporating by reference into this prospectus certain information that Holdings has filed with the SEC, which means that we are
disclosing important information to you by referring you to other documents. This prospectus incorporates by reference the documents listed below and
any future filings made by Holdings with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") on or after the date of
this prospectus and prior to termination of this offering.
The following documents, which have been filed with the SEC by Holdings, are hereby incorporated by reference into this prospectus:
·
Annual Report on Form 10-K of Holdings for the fiscal year ended December 31, 2016 filed on February 10, 2017, as amended by
Amendment No. 1 to Annual Report on Form 10-K/A of Holdings for the fiscal year ended December 31, 2016 filed on March 6, 2017;
i
Table of Contents
·
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 filed on May 5, 2017, Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2017 filed on July 28, 2017, and Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2017 filed on November 3, 2017; and
·
Current Report on Form 8-K filed on November 3, 2016, as amended by Amendment No. 1 on Form 8-K/A filed on March 6, 2017, and
the Current Reports on Form 8-K filed on January 24, 2017, March 6, 2017, March 9, 2017, March 23, 2017, April 3, 2017, April 5,
2017, April 6, 2017, April 12, 2017, May 5, 2017, May 17, 2017, November 7, 2017, November 14, 2017, and December 15, 2017.
Nothing in this prospectus shall be deemed to incorporate information furnished, but not filed, with the SEC, including information pursuant to
Item 2.02 or Item 7.01 of Form 8-K and corresponding information furnished under Item 9.01 of Form 8-K or included as an exhibit. Any statement
contained in a document incorporated or deemed to be incorporated herein by reference, or contained in this prospectus, shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently dated or filed document that
also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You can obtain any of the documents incorporated by reference in this document from the SEC's website at the address described below. You may
also request a copy of these filings, at no cost, by writing or telephoning at the address and telephone number set forth below. We will provide, without
charge, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus, excluding any exhibits
to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this prospectus. You should direct requests for documents
to: American Axle & Manufacturing Holdings, Inc., One Dauch Drive, Detroit, Michigan 48211-1198. Our telephone number is 313-758-2000.
SEGMENT REPORTING
Prior to the acquisition of MPG on April 6, 2017, Holdings operated in one reportable segment: the manufacture, engineer, design and validation of
driveline systems and related components and chassis modules for light trucks, sport utility vehicles (SUVs), crossover vehicles, passenger cars and
commercial vehicles. Subsequent to the acquisition of MPG, Holdings' business was organized into four business units, each representing a reportable
segment under ASC 280 Segment Reporting. The four segments are Driveline, Metal Forming, Powertrain and Casting.
Holdings has not retrospectively applied a change in segment reporting to the Annual Report on Form 10-K of Holdings for the fiscal year ended
December 31, 2016. Prior to the acquisition of MPG, Holdings did not operate in what is now its Powertrain or Casting business units and its Driveline
business unit contributed approximately 95% of its consolidated net sales. A retrospective breakout of financial information for Driveline and Metal
Forming, the business units in which Holdings had operations prior to the acquisition of MPG, would result in immaterial changes and would not
provide meaningful information to investors.
CHANGE IN ACCOUNTING PRINCIPLE
Effective April 1, 2017, Holdings changed its method of accounting for indirect inventory from capitalizing and recording as expense when the
inventory was consumed to now expensing indirect inventory at the time of purchase. Holdings believes that expensing indirect inventory at the time of
purchase is preferable as the change (1) aligns purchase patterns of indirect inventory with our current operational strategies, (2) reduces the
administrative burden associated with recordkeeping for indirect
ii
Table of Contents
https://www.sec.gov/Archives/edgar/data/1062231/000104746918000037/a2234146z424b3.htm[1/5/2018 9:20:27 AM]

inventory, and (3) results in a uniform accounting policy across our global operations as MPG's accounting method had been to expense indirect
inventory upon purchase.
Based on the guidance in ASC 250 Accounting Changes and Error Corrections, Holdings would apply this change in accounting principle
retrospectively, however, we have not retrospectively revised our financial statements in the Annual Report on Form 10-K of Holdings for the fiscal
year ended December 31, 2016. The impact on previously reported inventories, net would be a reduction of $37.2 million, with an associated decrease
of previously reported retained earnings of $24.2 million and an associated increase in previously reported deferred tax assets of $13.0 million as of
December 31, 2016. The impact to Holdings' Statements of Income was immaterial in any of the periods that would require retrospective application.
WHERE YOU CAN FIND MORE INFORMATION
Holdings files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these materials
at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the SEC's public
reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains information AAM files electronically with the
SEC, which you can access over the internet at http://www.sec.gov.
You may also access Holdings' SEC filings under the heading "Investors" on AAM's website at http://www.aam.com. The information contained
on or linked to or from AAM's website is not incorporated by reference into this prospectus and is not a part of this prospectus.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus and the documents incorporated herein or therein by reference are forward-looking in nature, such
as statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. Such statements are "forward-
looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect our future
financial position and operating results. The terms such as "will," "may," "could," "would," "plan," "believe," "expect," "anticipate," "intend," "project,"
"target," and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements.
Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of
the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those
statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and may differ materially
from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited
to:
·
reduced purchases of our products by General Motors Company (GM), FCA US LLC (FCA), or other customers;
·
reduced demand for our customers' products (particularly light trucks and sport utility vehicles (SUVs) produced by GM and FCA);
·
our ability to develop and produce new products that reflect market demand;
·
lower-than-anticipated market acceptance of new or existing products;
·
our ability to respond to changes in technology, increased competition or pricing pressures;
iii
Table of Contents
·
our ability to attract new customers and programs for new products;
·
our ability to successfully integrate the business and information systems of MPG and to realize the anticipated benefits of the merger;
·
risks inherent in our global operations (including adverse changes in trade agreements, tariffs, immigration policies, political stability,
taxes and other law changes, potential disruptions of production and supply, and currency rate fluctuations);
·
negative or unexpected tax consequences;
·
risks related to disruptions to ongoing business operations as a result of the merger with MPG, including disruptions to management
time;
·
liabilities arising from warranty claims, product recall or field actions, product liability and legal proceedings to which we are or may
https://www.sec.gov/Archives/edgar/data/1062231/000104746918000037/a2234146z424b3.htm[1/5/2018 9:20:27 AM]

become a party, or the impact of product recall or field actions on our customers;
·
our ability to achieve the level of cost reductions required to sustain global cost competitiveness;
·
supply shortages or price increases in raw materials, utilities or other operating supplies for us or our customers as a result of natural
disasters or otherwise;
·
our ability or our customers' and suppliers' ability to successfully launch new product programs on a timely basis;
·
our ability to realize the expected revenues from our new and incremental business backlog;
·
risks related to a failure of our information technology systems and networks, and risks associated with current and emerging technology
threats and damage from computer viruses, unauthorized access, cyber attack and other similar disruptions;
·
global economic conditions;
·
a significant disruption in operations at one or more of our key manufacturing facilities;
·
our ability to maintain satisfactory labor relations and avoid work stoppages;
·
our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid work stoppages;
·
price volatility in, or reduced availability of, fuel;
·
potential liabilities or litigation relating to, or assumed in, the MPG merger;
·
potential adverse reactions or changes to business relationships resulting from the completion of the merger with MPG;
·
our ability to protect our intellectual property and successfully defend against assertions made against us;
·
our ability to attract and retain key associates;
·
availability of financing for working capital, capital expenditures, research and development (R&D) or other general corporate purposes
including acquisitions, as well as our ability to comply with financial covenants;
·
our customers' and suppliers' availability of financing for working capital, capital expenditures, R&D or other general corporate
purposes;
·
changes in liabilities arising from pension and other postretirement benefit obligations;
iv
Table of Contents
·
risks of noncompliance with environmental laws and regulations or risks of environmental issues that could result in unforeseen costs at
our facilities or reputational damage;
·
adverse changes in laws, government regulations or market conditions affecting our products or our customers' products (such as the
Corporate Average Fuel Economy (CAFE) regulations);
·
our ability or our customers' and suppliers' ability to comply with the Dodd-Frank Act and other regulatory requirements and the
potential costs of such compliance; and
·
other unanticipated events and conditions that may hinder our ability to compete.
It is not possible to foresee or identify all such factors and we make no commitment to update any forward-looking statement or to disclose any
facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.
v
https://www.sec.gov/Archives/edgar/data/1062231/000104746918000037/a2234146z424b3.htm[1/5/2018 9:20:27 AM]

Table of Contents
SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial
statements (including the notes thereto) appearing elsewhere or incorporated by reference in this prospectus. Because this is a summary it may not
contain all the information that may be important to you. You should read the entire prospectus and the information incorporated by reference, before
making an investment decision. Some of the statements in this "Summary" are forward-looking statements. Please see "Cautionary Statement Regarding
Forward-Looking Statements" for more information regarding these statements.
Our Business
We are a global Tier I supplier to the automotive, commercial and industrial markets. We design, engineer, validate and manufacture driveline,
metal forming, powertrain and casting products, employing over 25,000 associates, operating at more than 90 facilities in 17 countries, to support our
customers on global and regional platforms with a continued focus on delivering operational excellence, technology leadership and quality. For a
description of our business, financial condition, results of operations and other important information regarding us, we refer you to our filings with the
SEC incorporated by reference in this prospectus. For instructions on how to find copies of these documents, see "Where You Can Find More
Information."
Holdings was incorporated in Delaware on May 15, 1998. Holdings' principal executive offices are located at One Dauch Drive, Detroit, Michigan
48211, and its telephone number at that address is 313-758-2000. Holdings' website is www.aam.com.The information contained on or accessible
through our website neither constitutes part of this prospectus supplement nor is incorporated by reference herein.
1
Table of Contents

The Exchange Offers
On March 9, 2017, we completed a private offering of the Restricted Notes. Concurrently with the private offering, we entered into registration
rights agreements (the "Registration Rights Agreements") pursuant to which we agreed, among other things, to file the registration statement of which
this prospectus is a part. The following is a summary of the exchange offers. For more information please see "The Exchange Offers."
The Exchange Offers

We are offering to exchange up to $700,000,000
aggregate principal amount of the 2025 Exchange Notes
which have been registered under the Securities Act for
any and all of the outstanding $700,000,000 aggregate
principal amount of 2025 Restricted Notes.

We are also offering to exchange up to $500,000,000
aggregate principal amount of the 2027 Exchange Notes
which have been registered under the Securities Act for
any and all of the outstanding $500,000,000 aggregate
principal amount of 2027 Restricted Notes.

Restricted Notes may be exchanged only in minimum
denominations of $1,000 and any integral multiples
thereof. Exchange Notes will be issued only in minimum
denominations of $1,000 and any integral multiples
thereof.

https://www.sec.gov/Archives/edgar/data/1062231/000104746918000037/a2234146z424b3.htm[1/5/2018 9:20:27 AM]

CUSIPS
The CUSIP numbers for the 2025 Restricted Notes are
02406PAP5 (Rule 144A) and U02436AC4
(Regulation S). The CUSIP number for the 2025
Exchange Notes is 02406PAR1.

The CUSIP numbers for the 2027 Restricted Notes are
02406PAS9 (Rule 144A) and U02436AD2
(Regulation S). The CUSIP number for the 2027
Exchange Notes is 02406PAU4.

Expiration Dates
The exchange offers will expire at 11:59 p.m., New York
City time, on February 1, 2018, unless extended by us.
See "The Exchange Offers--Expiration Date; Extensions,
Amendments."

Conditions to the Exchange Offers
Despite any other term of the exchange offers, the
Company will not be required to accept for exchange, or
to issue Exchange Notes in exchange for, any outstanding
Restricted Notes and it may terminate or amend the
exchange offers as provided in this prospectus prior to the
Expiration Date if in its reasonable judgment:

· the exchange offers or the making of any exchange by a
holder violates any applicable law or interpretation of
the SEC;

· any action or proceeding has been instituted or
threatened in writing in any court or by or before any
governmental agency with respect to the exchange
offers that, in our judgment, would reasonably be
expected to impair our ability to proceed with the
exchange offers; or
2
Table of Contents

· any law, rule or regulation or applicable interpretations
of the staff of the SEC have been issued or
promulgated, which, in our good faith determination,
does not permit us to effect either of the exchange
offers.

The Company expressly reserves the right to amend or
terminate the exchange offers and to reject for exchange
any outstanding Restricted Notes not previously accepted
for exchange, upon the occurrence of any of the
conditions to the exchange offers specified above. The
Company will give oral or written notice of any
extension, amendment, non-acceptance or termination of
the exchange offers to the holders of the outstanding
Restricted Notes as promptly as practicable.

These conditions are for our sole benefit, and the
Company may assert them regardless of the circumstances
that may give rise to them or waive them in whole or in
part at any or at various times prior to the Expiration Date
in our sole discretion.

Resale of the Exchange Notes
Based on interpretations by the SEC set forth in no-action
https://www.sec.gov/Archives/edgar/data/1062231/000104746918000037/a2234146z424b3.htm[1/5/2018 9:20:27 AM]

letters issued to third parties, we believe that you may
resell or otherwise transfer Exchange Notes issued in the
exchange offers without complying with the registration
and prospectus delivery provisions of the Securities Act,
if:

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

· you are not participating, and you have no arrangement
or understanding with any person to participate in a
distribution (within the meaning of the Securities Act)
of the Exchange Notes in violation of the provisions of
the Securities Act;

· if you are a broker-dealer, you have not entered into
any arrangement or understanding with us or any of our
affiliates to distribute the Exchange Notes; and

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

If you are our affiliate, or are engaging in, or intend to
engage in, or have any arrangement or understanding with
any person to participate in, a distribution of the Exchange
Notes, or are not acquiring the Exchange Notes in the
ordinary course of your business:
3
Table of Contents

You cannot rely on the position of the SEC set forth in
Morgan Stanley & Co. Incorporated (available June 5,
1991) and Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in the SEC's
letter to Shearman & Sterling, dated July 2, 1993, and
similar no-action letters; and in the absence of an
exception from the position stated immediately above,
you must comply with the registration and prospectus
delivery requirements of the Securities Act in connection
with any secondary resale transaction of the Exchange
Notes, in which case the registration statement must
contain the selling security holder information required by
Item 507 or Item 508, as applicable, of Regulation S-K of
the SEC.

This prospectus may be used for an offer to resell, resale
or other transfer of Exchange Notes only as specifically
set forth in this prospectus. With regard to broker-dealers,
only broker-dealers that acquired the outstanding
Restricted Notes as a result of market-making activities or
other trading activities may participate in the exchange
offers. Each broker-dealer that receives Exchange Notes
for its own account in exchange for outstanding
Restricted Notes, where such outstanding Restricted Notes
were acquired by such broker-dealer as a result of market-
making activities or other trading activities, must
acknowledge that it will deliver a prospectus in
connection with any resale of the Exchange Notes. Please
https://www.sec.gov/Archives/edgar/data/1062231/000104746918000037/a2234146z424b3.htm[1/5/2018 9:20:27 AM]

read "Plan of Distribution" for more details regarding the
transfer of Exchange Notes.

Procedures for Tendering Restricted Notes
If you wish to participate in the exchange offers, sign and
date the letter of transmittal that was delivered with this
prospectus in accordance with the instructions, and
deliver the letter of transmittal, along with the Restricted
Notes and any other required documentation, to the
exchange agent. Alternatively, you can tender your
outstanding Restricted Notes by following the procedures
for book-entry transfer, as described in this prospectus.
See "The Exchange Offers--Procedures for Tendering
Restricted Notes." By executing the letter of transmittal or
by transmitting an agent's message (as defined below) in
lieu thereof, you will represent to us that, among other
things:

· the Exchange Notes you receive will be acquired in the
ordinary course of your business;

· you are not participating, and you have no arrangement
with any person or entity to participate, in the
distribution of the Exchange Notes;
4
Table of Contents

· you are not an "affiliate" (as defined in Rule 405 under
the Securities Act) of ours, or, if you are such an
affiliate, you will comply with the registration and
prospectus delivery requirements of the Securities Act
to the extent applicable;

· if you are a broker-dealer, you have not entered into
any arrangement or understanding with us or any of our
"affiliates" to distribute the Exchange Notes; and

· you are not acting on behalf of any person or entity that
could not truthfully make these representations.

If the exchange offeree is a broker-dealer holding
Restricted Notes acquired for its own account as a result
of market-making activities or other trading activities, it
will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of Exchange
Notes received in respect of such Restricted Notes
pursuant to the exchange offers. See "Plan of
Distribution."

Special Procedures for Beneficial Owners
If you are a beneficial owner whose Restricted Notes are
registered in the name of a broker, dealer, commercial
bank, trust company or other nominee and wish to tender
such Restricted Notes in the exchange offers, please
contact the registered holder as soon as possible and
instruct them to tender on your behalf and comply with
our instructions set forth elsewhere in this prospectus. See
"The Exchange Offers--Procedures for Tendering
Restricted Notes."

https://www.sec.gov/Archives/edgar/data/1062231/000104746918000037/a2234146z424b3.htm[1/5/2018 9:20:27 AM]

Withdrawal Rights
Except as otherwise provided in this prospectus, you may
withdraw your tender of Restricted Notes at any time
prior to the Expiration Date.

Effect on Holders of Restricted Notes
As a result of the making of, and upon acceptance for
exchange of all validly tendered outstanding Restricted
Notes pursuant to the terms of, the exchange offers, the
Company will have fulfilled its obligation to consummate
exchange offers for the Restricted Notes under the
Registration Rights Agreements. If you do not tender your
Restricted Notes in the exchange offers, you will continue
to be entitled to all the rights and limitations applicable to
the outstanding Restricted Notes as set forth in the
indenture governing the Restricted Notes, except the
Company will not have any further obligation to you to
provide for the exchange and registration of untendered
outstanding Restricted Notes under the Registration
Rights Agreements. As a result of the transfer restrictions
and the availability of Exchange Notes, the market for the
Restricted Notes is likely to be much less liquid after
these exchange offers are completed.
5
Table of Contents
Consequences of Failure to Exchange

All untendered outstanding Restricted Notes will continue
to be subject to the restrictions on transfer set forth in the
outstanding Restricted Notes and in the related indenture.
In general, the outstanding Restricted Notes may not be
offered or sold, unless registered under the Securities Act,
except pursuant to an exemption from, or in a transaction
not subject to, the Securities Act and applicable state
securities laws. Other than in connection with the
exchange offers, the Company does not currently
anticipate that it will register the outstanding Restricted
Notes under the Securities Act.

Broker-Dealers
Each broker-dealer that receives Exchange Notes for its
own account in exchange for Restricted Notes, where
such Restricted Notes were acquired by such broker-
dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such
Exchange Notes. See "Plan of Distribution."

Material United States Federal Income Tax Consequences
The exchange of Outstanding Notes for Exchange Notes
in the exchange offers will not constitute a taxable event
to holders for United States federal income tax purposes.
See "Material U.S. Federal Income Tax Consequences."

Use of Proceeds
We will not receive any cash proceeds from the issuance
of the Exchange Notes in the exchange offers. See "Use
of Proceeds."

Exchange Agent and Information Agent
U.S. Bank National Association is serving as exchange
agent in connection with the exchange offers. Its address,
telephone number and facsimile number are listed in "The
Exchange Offers--Exchange Agent."
https://www.sec.gov/Archives/edgar/data/1062231/000104746918000037/a2234146z424b3.htm[1/5/2018 9:20:27 AM]

Document Outline

#1">
- #1">