Obligation Chemours Inc. 7% ( US163851AD01 ) en USD

Chemours Inc.

100 % ▼

Etats-unis

US163851AD01 ( en USD )

7% par an ( paiement semestriel )

14/05/2025 - Obligation échue

Prospectus brochure de l'obligation Chemours Co US163851AD01 en USD 7%, échue

2 000 USD

750 000 000 USD

163851AD0

B ( Très spéculatif )

B1 ( Très spéculatif )

Chemours Company est une société américaine de chimie spécialisée dans les technologies de fluides de travail, les matériaux de performance et les solutions chimiques.

L'Obligation émise par Chemours Inc. ( Etats-unis ) , en USD, avec le code ISIN US163851AD01, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2025

L'Obligation émise par Chemours Inc. ( Etats-unis ) , en USD, avec le code ISIN US163851AD01, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Chemours Inc. ( Etats-unis ) , en USD, avec le code ISIN US163851AD01, a été notée B ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 t1600864_424b3.htm FINAL PROSPECTUS
TABLE OF CONTENTS
?Filed Pursuant to Rule 424(b)(3)?
?Registration No. 333-210291?
PROSPECTUS
THE CHEMOURS COMPANY
OFFERS TO EXCHANGE
$1,350,000,000 aggregate principal amount of its 6.625% Senior Notes due 2023, $750,000,000 aggregate principal amount of its 7.000% Senior Notes due
2025 and 360,000,000 aggregate principal amount of its 6.125% Senior Notes due 2023, the issuance of which has been registered under the Securities Act of
1933, as amended, for any and all of its outstanding $1,350,000,000 aggregate principal amount of its 6.625% Senior Notes due 2023 issued on May 12, 2015,
$750,000,000 aggregate principal amount of its 7.000% Senior Notes due 2025 issued on May 12, 2015, and 360,000,000 aggregate principal amount of its
6.125% Senior Notes due 2023 issued on May 12, 2015.
?
We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, (i)
$1,350,000,000 aggregate principal amount of our new 6.625% Senior Notes due 2023 offered hereunder (the "2023 dollar exchange notes"), for all of our
outstanding $1,350,000,000 aggregate principal amount of 6.625% Senior Notes due 2023 issued on May 12, 2015 (the "2023 dollar outstanding notes"); (ii)
$750,000,000 aggregate principal amount of our new 7.000% Senior Notes due 2025 offered hereunder (the "2025 dollar exchange notes," and together with the
2023 dollar exchange notes, the "dollar exchange notes") for all of our outstanding $750,000,000 aggregate principal amount of 7.000% Senior Notes due 2025
issued on May 12, 2015 (the "2025 dollar outstanding notes, " and together with the 2023 dollar outstanding notes, the "dollar outstanding notes"); and (iii)
360,000,000 aggregate principal amount of our new 6.125% Senior Notes due 2023 offered hereunder (the "euro exchange notes," and together with the dollar
exchange notes, the "exchange notes") for all of our outstanding 360,000,000 aggregate principal amount of 6.125% Senior Notes due 2023 issued on May 12,
2015 (the "euro outstanding notes," and together with the dollar outstanding notes, the "outstanding notes" and together with the exchange notes, the "notes").
The terms of the exchange notes are identical to the terms of the outstanding notes except that the exchange notes have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and therefore are freely transferable. We will pay interest on the exchange notes on May 15 and November 15
of each year. The 2023 dollar exchange notes will mature on May 15, 2023, the 2025 dollar exchange notes will mature on May 15, 2025 and the euro
exchange notes will mature on May 15, 2023. The exchange notes will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured
unsubordinated basis by each of our existing and future direct and indirect 100% owned domestic restricted subsidiaries that (a) incurs or guarantees
indebtedness under our Senior Secured Credit Facilities (as defined herein) or (b) guarantees other indebtedness of Chemours or any guarantor in an aggregate
principal amount in excess of? $75 million.
The principal features of the exchange offers are as follows:
·
We will exchange all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offers for an
equal principal amount of exchange notes that are freely tradable, with holders of initial outstanding notes receiving initial exchange notes and
holders of additional outstanding notes receiving additional exchange notes.
?
·
You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offers.
?
·
The exchange offers expire at 11:59 p.m., New York City time, on May 13, 2016, unless extended.
?
·
The exchange of outstanding notes for exchange notes pursuant to the exchange offers will not constitute a taxable exchange for U.S. federal
income tax purposes.
?
·
We will not receive any proceeds from the exchange offers.
?
·
We intend to apply to the Irish Stock Exchange for the euro exchange notes to be admitted to the Official List of the Irish Stock Exchange and
traded on the Global Exchange Market. We do not intend to apply for listing of the dollar exchange notes on any securities exchange or automated
quotation system.
?
All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture
governing the notes and the supplemental indentures thereto, which we refer to collectively as the "indenture." In general, the outstanding notes may not be
offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and
applicable state securities laws. Other than in connection with the exchange offers, we do not currently anticipate that we will register the outstanding notes
under the Securities Act.
?
You should consider carefully the risk factors beginning on page 13 of this prospectus before participating in the exchange offers.
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 outstanding notes where such outstanding
notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after
the expiration date (as defined herein), we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of
Distribution."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 13, 2016.
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TABLE OF CONTENTS
?WHERE YOU CAN FIND MORE INFORMATION
? ? ?? ii ??
?CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE
? ? ?? ii ??
?MARKET AND INDUSTRY DATA
? ? ?? iii ??
?USE OF TRADEMARKS
? ? ?? iii ??
?SUMMARY
? ? ??
1 ??
?RISK FACTORS
? ? ?? 13 ??
?THE EXCHANGE OFFERS
? ? ?? 35 ??
?USE OF PROCEEDS
? ? ?? 44 ??
?RATIO OF EARNINGS TO FIXED CHARGES
? ? ?? 45 ??
?CAPITALIZATION
? ? ?? 46 ??
?SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
? ? ?? 47 ??
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
?
RESULTS OF OPERATIONS
? ? ?? 48 ??
?BUSINESS
? ? ?? 71 ??
?MANAGEMENT
? ? ?? 84 ??
?COMPENSATION DISCUSSION AND ANALYSIS
? ? ?? 92 ??
?CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
? ? ??122 ??
?SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
? ? ??123 ??
?DESCRIPTION OF OTHER INDEBTEDNESS
? ? ??125 ??
?DESCRIPTION OF THE NOTES
? ? ??127 ??
?BOOK-ENTRY, DELIVERY AND FORM
? ? ??190 ??
?U.S. FEDERAL INCOME TAX CONSIDERATIONS
? ? ??195 ??
?PLAN OF DISTRIBUTION
? ? ??196 ??
?LEGAL MATTERS
? ? ??197 ??
?EXPERTS
? ? ??198 ??
?INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
? ? ??F-1 ??
?
You should rely only on the information contained in this prospectus. We have not authorized any person to
provide you with any information or represent anything about us or this offering that is not contained in this
prospectus. If given or made, any such other information or representation should not be relied upon as having been
authorized by us. We are offering to exchange the outstanding notes for the exchange notes only in places where
the exchange offers are permitted. You should not assume that the information contained or incorporated by
reference in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or the
date of any document incorporated by reference herein. This prospectus will be updated as required by law.
This prospectus contains summaries of the terms of several material documents. These summaries include the
terms that we believe to be material, but we urge you to review these documents in their entirety. We will provide
without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request of that
person, a copy of any and all of this information. Requests for copies should be directed to Investor Relations. Our
telephone number is (302) 773-2263. You should request this information at least five business days in advance of
the date on which you expect to make your decision with respect to the exchange offers. In any event, you must
request this information prior to May 13, 2016, in order to receive the information prior to the expiration of the
exchange offers.
i
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
We and the guarantors have filed with the Securities and Exchange Commission, or the SEC, a registration
statement on Form S-4 under the Securities Act of 1933, as amended, which we refer to as the "Securities Act,"
with respect to the exchange notes being offered hereby. This prospectus, which forms a part of the registration
statement, does not contain all of the information set forth in the registration statement. For further information
with respect to us, the guarantors or the exchange notes, we refer you to the registration statement. Statements
contained in this prospectus as to the contents of any contract or other documents are not necessarily complete. We
are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, which we refer
to as the "Exchange Act," and we file reports and other information with the SEC. The registration statement, such
reports and other information can be inspected and copied at the Public Reference Room of the SEC located at
Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any
portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed
rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference
Room. Such materials may also be accessed electronically by means of the SEC's home page on the Internet
(http://www.sec.gov).
Under the terms of the indenture relating to the notes, we have agreed that, whether or not we are required to
do so by the rules and regulations of the SEC, for so long as any of the notes remain outstanding, we will furnish to
the trustee and holders of the notes the information specified therein in the manner specified therein. See
"Description of the Notes."
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE
This prospectus contains "forward-looking statements," within the meaning of the federal securities law, that
involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on
certain assumptions and include any statement that does not directly relate to any historical or current fact. The
words "believe," "expect," "anticipate," "plan," "estimate," "target," "project" and similar expressions, among
others, generally identify "forward-looking statements," which speak only as of the date the statements were made.
The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that
could cause actual results to differ materially from those set forth in the forward-looking statements. Factors that
could cause or contribute to these differences include those discussed below and in the section titled, "Risk
Factors."
Forward-looking statements are based on certain assumptions and expectations of future events which may not
be accurate or realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond
Chemours' control. Important factors that may materially affect such forward-looking statements and projections
include:
·
Fluctuations in energy and raw material prices;
?
·
Failure to develop and market new products and optimally manage product life cycles;
?
·
Our substantial indebtedness and availability of borrowing facilities, including access to our revolving
credit facilities;
?
·
Uncertainty regarding the availability of additional financing in the future, and the terms of such
financing;
?
·
Negative rating agency actions;
?
·
Significant litigation and environmental matters, including indemnifications we were required to assume;
?
·
Failure to appropriately manage process safety and product stewardship issues;
?
·
Changes in laws and regulations or political conditions;
?
·
Global economic and capital markets conditions, such as inflation, interest and currency exchange rates,
and commodity prices, as well as regulatory requirements;
?
?
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·
Currency related risks;
?
·
Business or supply disruptions and security threats, such as acts of sabotage, terrorism or war, weather
events and natural disasters;
?
·
Ability to protect, defend and enforce Chemours' intellectual property rights;
?
·
Increased competition and increasing consolidation of our core customers;
?
·
Changes in relationships with our significant customers and suppliers;
?
·
Significant or unanticipated expenses, including but not limited to litigation or legal settlement expenses;
?
·
Our ability to predict, identify and interpret changes in consumer preference and demand;
?
·
Our ability to realize the expected benefits of the separation of Chemours from DuPont;
?
·
Our ability to complete proposed divestitures or acquisitions and our ability to realize the expected
benefits of acquisitions if they are completed;
?
·
Our ability to deliver cost savings as anticipated, whether or not on the timelines proposed;
?
·
Our ability to pay or the amount of any dividend; and
?
·
Disruptions in our information technology networks and systems.
?
Additionally, there may be other risks and uncertainties that we are unable to identify at this time or that we do
not currently expect to have a material impact on our business. Chemours assumes no obligation to revise or update
any forward-looking statement for any reason, except as required by law.
MARKET AND INDUSTRY DATA
Although we are responsible for all of the disclosures contained in this prospectus, this prospectus contains
industry, market and competitive position data and forecasts that are based on industry publications and studies
conducted by third parties. The industry publications and third-party studies generally state that the information that
they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or
completeness of such information. While we believe that the market position, market opportunity and market size
information included in this prospectus is generally reliable, such information is inherently imprecise. The industry
forward-looking statements included in this prospectus may be materially different from actual results.
USE OF TRADEMARKS
Ti-PureTM, VantageTM, SuvaTM, ISCEONTM, FreonTM, OpteonTM, TeflonTM, TefzelTM, VitonTM, KrytoxTM,
FormacelTM, DymelTM, FM 200TM, NafionTM, CapstoneTM, VirkonTM and OxoneTM are some of our trademarks. We
also have a number of other registered trademarks, trade names and pending trademark applications related to our
companies, brands, and brand concepts.
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SUMMARY
The following is a summary of material information discussed in this prospectus. This summary does not
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contain all of the information that you should consider before investing in the notes. You should read the entire
prospectus carefully, including the matters discussed under the captions "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements included
elsewhere in this prospectus. Unless the context otherwise requires, references in this prospectus to "The
Chemours Company," "The Chemours Company, LLC," "Chemours," "we," "us," "our" and "our company"
refer to The Chemours Company and its consolidated subsidiaries. References in this prospectus to "DuPont"
refers to E. I. du Pont de Nemours and Company, a Delaware corporation, and its consolidated subsidiaries (other
than Chemours and its consolidated subsidiaries), unless the context otherwise requires.
Our Company
Chemours, a leading global provider of performance chemicals, began operating as an independent public
company on July 1, 2015 (the "Distribution Date") after separating from DuPont. We have three reporting
segments: Titanium Technologies, Fluoroproducts and Chemical Solutions. Our products are key inputs into end-
products and processes in a variety of industries. Our Titanium Technologies segment is the leading global
producer of titanium dioxide ("TiO "), a premium white pigment used to deliver whiteness, brightness, opacity and
2
protection in a variety of applications. Our Fluoroproducts segment is a leading global provider of fluoroproducts,
such as refrigerants and industrial fluoropolymer resins. Our Chemical Solutions segment is the leading North
American provider of industrial and specialty chemicals used in gold production, oil refining, agriculture, industrial
polymers and other industries. We operate 35 production facilities located in 11 countries and serve more than
5,000 customers across a wide range of end markets in more than 130 countries. For more information, see
"Business."
Separation and Distribution
General
On October 24, 2013, DuPont announced its intention to separate (the "separation") its Performance
Chemicals segment, which included its Titanium Technologies, Fluoroproducts and Chemical Solutions businesses,
from the other businesses of DuPont, which comprised its Agriculture, Electronics & Communications, Industrial
Biosciences, Nutrition & Health, Performance Materials and Safety & Protection segments (the "DuPont
Businesses"). The distribution qualified as a tax free transaction for United States federal income tax purposes,
subject to certain conditions (see "Risk Factors--Risk Related to Separation").
In furtherance of this plan, on July 1, 2015, DuPont distributed all of the issued and outstanding shares of
Chemours common stock to DuPont stockholders, as of June 23, 2015, the record date for the distribution (the
"distribution"). As a result of the distribution, Chemours became an independent, publicly traded company effective
July 1, 2015. We refer to the separation and distribution transactions together as the "separation and distribution."
Chemours' Post-Separation Relationship with DuPont
Chemours entered into a Separation Agreement with DuPont (the "Separation Agreement") effective on July 1,
2015, which contains the principles governing the internal reorganization of DuPont and Chemours. In connection
with the separation and distribution, Chemours entered into various other agreements to effect the separation and
distribution and provide a framework for its relationship with DuPont after the separation and distribution. These
other agreements included a Transition Services Agreement (the "Transition Services Agreement"), a Tax Matters
Agreement (the "Tax Matters Agreement"), an Employee Matters Agreement (the "Employee Matters
Agreement"), an Intellectual Property Cross-License Agreement (the "Intellectual Property Cross-License
Agreement") and certain manufacturing and supply arrangements. These agreements provide for the allocation
between Chemours and DuPont of DuPont's and Chemours' assets, employees, liabilities and obligations (including
investments, property and employee benefits and tax-related assets and liabilities) attributable to periods
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prior to, at and after Chemours' separation from DuPont, and govern certain relationships between Chemours and
DuPont after the separation and distribution. For additional information regarding the Separation Agreement and
other transaction agreements, see "Risk Factors--Risks Related to the Separation."
Indemnification Obligations to DuPont
In connection with the separation, we were required to assume, and indemnify DuPont for, certain liabilities,
including, among others, certain environmental liabilities and specified litigation liabilities. Most of our
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indemnification obligations to DuPont are uncapped, and include, among other items, associated defense costs,
settlement amounts and judgments. Payments pursuant to these indemnities may be significant and could negatively
impact our business. Each of these risks could negatively affect our business, financial condition, results of
operations and cash flows. For additional information, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations-- Environmental Matters," "Risk Factors--Risks Related to the Business" and
"Index to Consolidated Financial Statements--Notes to the Consolidated Financial Statements."
Corporate Information
Chemours was organized in the state of Delaware on February 18, 2014 as Performance Operations, LLC,
changed its name to The Chemours Company, LLC on April 15, 2014, and was converted from a limited liability
company to a Delaware corporation on April 30, 2015. The address of Chemours' principal executive offices is
1007 Market Street, Wilmington, DE 19899. Chemours' telephone number at that address is (302) 773-1000.
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The Exchange Offers
On May 12, 2015, we completed the private offerings of the outstanding notes. We entered into a registration
rights agreement in connection with the private offerings, in 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 "Description of the Notes" section of this prospectus
contains a more detailed description of the terms and conditions of the exchange notes.
Securities Offered:
·
$1,350,000,000 aggregate principal amount of 6.625%
Senior Notes due 2023;
?
·
$750,000,000 aggregate principal amount of 7.000%
Senior Notes due 2025; and
?
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·
360,000,000 aggregate principal amount of 6.125%
Senior Notes due 2023.
?
The Exchange Offers:
The exchange notes are being offered in exchange for a like
principal amount of outstanding notes. The exchange offers will
remain in effect for a limited time. We will accept any and all
outstanding notes validly tendered and not withdrawn prior to
11:59 p.m., New York City time, on May 13, 2016.
Holders may tender some or all of their outstanding notes
pursuant to the exchange offers. However, dollar outstanding
notes may be tendered only in minimum denominations equal
to $2,000 and integral multiples of $1,000 in excess thereof,
and euro outstanding notes may be tendered only in minimum
denominations of? 100,000 and integral multiples of? 1,000
in excess thereof. The form and terms of the exchange notes are
the same as the form and terms of the outstanding notes except
that:
·
the exchange notes bear different CUSIP and ISIN
numbers than the outstanding notes; and
?
·
the exchange notes have been registered under the
Securities Act and will not bear any legend restricting
their transfer; and after the exchange offers are completed,
holders of outstanding notes will no longer be entitled to
any exchange or registration rights with respect to their
outstanding notes. See "Description of the Notes."
?
Resale:
Based upon interpretations by the Staff of the SEC set forth in
no-action letters issued to unrelated third-parties, we believe
that the exchange notes may be offered for resale, resold or
otherwise transferred by you without compliance with the
registration and prospectus delivery requirements of the
Securities Act, unless you:
·
are an "affiliate" of ours within the meaning of Rule 405
under the Securities Act;
?
·
are a broker-dealer who purchased the notes directly from
us for resale under Rule 144A, Regulation S or any other
available exemption under the Securities Act;
?
?
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·
acquired the exchange notes other than in the ordinary
course of your business;
?
·
have an arrangement with any person to engage in the
distribution of the exchange notes; or
?
·
are prohibited by law or policy of the SEC from
participating in the exchange offers.
?
However, we have not submitted a no-action letter, and there
can be no assurance that the SEC will make a similar
determination with respect to the exchange offers. Furthermore,
in order to participate in the exchange offers, you must make
the representations set forth in the letter of transmittal that we
are sending you with this prospectus.
Amendments:
We reserve the right, in our sole discretion, to amend the
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exchange offers in any manner. If the exchange offers are
amended in a manner determined by us to constitute a material
change, we will promptly disclose the amendment by means of
a prospectus supplement that will be distributed to the holders
of outstanding notes. In the event of a material change in the
exchange offers, including the waiver of a material condition,
we will extend the exchange offers so that at least five business
days remain in the exchange offers following notice of the
material change.
Expiration Date:
The exchange offers will expire at 11:59 p.m., New York City
time, on May 13, 2016, unless we decide to extend them. We
do not currently intend to extend the expiration date.
Conditions to the Exchange Offers:
The exchange offers are subject to the conditions described in
"The Exchange Offers--Conditions to the Exchange Offers,"
including if we determine in our reasonable judgment, that:
·
the exchange offers violate applicable law or any
applicable interpretation of the staff of the SEC;
?
·
an action or proceeding shall have been instituted or
threatened in any court or by any governmental agency
which might materially impair our ability to proceed with
the exchange offers or a material adverse development
shall have occurred in any existing action or proceeding
with respect to us; or
?
·
all governmental approvals that we deem necessary for the
consummation of the exchange offers have not been
obtained.
?
Subject to the requirements of applicable law, we reserve the
right, in our sole discretion, to waive any and all conditions of
the exchange offers.
Each holder of outstanding notes will also be required to
represent to us that:
·
it has full power and authority to tender, exchange, assign
and transfer the outstanding notes and to
?
?
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acquire exchange notes issuable upon the exchange of
such tendered outstanding notes, and that, when the same
are accepted for exchange, we will acquire good and
unencumbered title to the tendered outstanding notes, free
and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim; and
·
exchange notes acquired in the exchange offers will be
obtained in the ordinary course of business of the holder,
that the holder has no arrangement or understanding with
any person to participate in a distribution (within the
meaning of the Securities Act) of such exchange notes,
that the holder is not an "affiliate" of us within the
meaning of Rule 405 under the Securities Act and that if
the holder or the person receiving such exchange notes,
whether or not such person is the holder, is not a broker-
dealer, the holder represents that it is not engaged in, and
does not intend to engage in, a distribution of exchange
notes.
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Procedures for Tendering Outstanding Notes:
We have forwarded to you, along with this prospectus, a letter
of transmittal relating to the exchange offers. All holders who
exchange their outstanding notes for exchange notes in
accordance with the procedures outlined below will be deemed
to have acknowledged receipt of, and agreed to be bound by,
and to have made all of the representations and warranties
contained in the letter of transmittal.
To tender in the exchange offers, a holder must comply with
the following procedures, as applicable:
Procedures for Dollar Outstanding Notes: To participate in the
exchange offers, you must properly complete and duly execute
a letter of transmittal, which accompanies this prospectus, and
transmit it, along with all other documents required by such
letter of transmittal, to the applicable exchange agent on or
before the expiration date at the address provided on the cover
page of the letter of transmittal.
In the alternative, you can tender your dollar outstanding notes
by following the automatic tender offer program, or ATOP,
procedures established by The Depository Trust Company, or
DTC, for tendering notes held in book-entry form, as described
in this prospectus.
Procedures for Euro Outstanding Notes: To participate in the
exchange offers you need not submit a letter of transmittal.
However, in order for a tender to be considered valid, a holder
of euro outstanding notes must deliver an electronic
confirmation of acceptance of the exchange offer to Euroclear
Bank S.A./N.V., as operator of the Euroclear system, which we
refer to as Euroclear, or Clearstream Banking S.A., which we
refer to as Clearstream, on or before 5:00 p.m., New York City
time, on the expiration date of the exchange offers.
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For more details, please read "The Exchange Offers--
Procedures for Tendering" and "The Exchange Offers-- Book-
Entry Transfer."
Guaranteed Delivery Procedures
(Dollar Outstanding Notes Only):
If a holder of dollar outstanding notes desires to tender such
notes and the holder's dollar outstanding notes are not
immediately available, or time will not permit the holder's
dollar outstanding notes or other required documents to reach
the applicable exchange agent before the expiration date, or the
procedure for book-entry transfer cannot be completed on a
timely basis, a tender may be effected pursuant to the
guaranteed delivery procedures described in this prospectus.
For more details, please read "The Exchange Offers--
Guaranteed Delivery Procedures."
Special Procedures for Beneficial
Owners:
If you are a beneficial owner of outstanding notes that are
registered in the name of a broker, dealer, commercial bank,
trust company or other nominee, and you wish to tender those
outstanding notes in the exchange offers, you should contact the
registered holder promptly and instruct the registered holder to
tender those outstanding notes on your behalf. If you wish to
tender on your own behalf, you must, prior to completing and
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executing the letter of transmittal and delivering your
outstanding notes, either make appropriate arrangements to
register ownership of the outstanding notes in your name or
obtain a properly completed bond power from the registered
holder. The transfer of registered ownership may take
considerable time and may not be able to be completed prior to
the expiration date.
Withdrawal Rights:
You may withdraw your tender of outstanding notes at any time
prior to the 11:59 p.m., New York City time, on the expiration
date of the exchange offers. Please read "The Exchange Offers
--Withdrawal of Tenders."
Acceptance of Outstanding Notes and
Delivery of Exchange Notes:
Subject to customary conditions, we will accept outstanding
notes that are properly tendered in the exchange offers and not
withdrawn prior to the expiration date. The exchange notes will
be delivered promptly following the expiration date.
Consequences of Failure to Exchange
Outstanding Notes:
If you do not exchange your outstanding notes in the exchange
offers, you will no longer be able to require us to register the
outstanding notes under the Securities Act, except in the limited
circumstances provided under the registration rights agreement.
In addition, you will not be able to resell, offer to resell or
otherwise transfer the outstanding notes unless we have
registered the outstanding notes under the Securities Act, or
unless you resell, offer to resell or otherwise transfer them
under an exemption from the registration requirements of, or in
a transaction not subject to, the Securities Act.
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TABLE OF CONTENTS
Interest on the Exchange Notes and the
Outstanding Notes:
The exchange notes will bear interest from the most recent
interest payment date to which interest has been paid on the
outstanding notes. Holders whose outstanding notes are
accepted for exchange will be deemed to have waived the right
to receive interest accrued on the outstanding notes.
Broker-Dealers:
Each broker-dealer that receives exchange notes for its own
account in exchange for outstanding notes, where such
outstanding notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities,
must acknowledge that it will deliver a prospectus in
connection with any resale of such exchange notes. See "Plan
of Distribution."
U.S. Federal Income Tax
Considerations:
The exchange of outstanding notes for exchange notes pursuant
to the exchange offers will not constitute a taxable exchange
for U.S. federal income tax purposes. Please read "U.S. Federal
Income Tax Considerations."
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