Obligation KinderMorgan 3.15% ( US49456BAM37 ) en USD

KinderMorgan

100 % ▲

Etas-Unis

US49456BAM37 ( en USD )

3.15% par an ( paiement semestriel )

14/01/2023 - Obligation échue

Prospectus brochure de l'obligation Kinder Morgan US49456BAM37 en USD 3.15%, échue

1 000 USD

1 000 000 000 USD

49456BAM3

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

Kinder Morgan est une société nord-américaine de transport d'énergie, exploitant un vaste réseau d'oléoducs, de gazoducs et de terminaux de stockage.

L'Obligation émise par KinderMorgan ( Etas-Unis ) , en USD, avec le code ISIN US49456BAM37, paye un coupon de 3.15% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2023

L'Obligation émise par KinderMorgan ( Etas-Unis ) , en USD, avec le code ISIN US49456BAM37, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par KinderMorgan ( Etas-Unis ) , en USD, avec le code ISIN US49456BAM37, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-207599
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of Each Class of
Amount to be
Offering Price per
Aggregate Offering
Amount of
Securities to be Registered

Registered

Unit

Price

Registration Fee(1)

3.150% Senior Notes due 2023

$1,000,000,000.00

99.774%

$997,740,000.00

$115,638.07

Floating Rate Senior Notes due
2023

$250,000,000.00

100.000%

$250,000,000.00

$28,975.00

Total

$1,250,000,000.00

$1,247,740,000.00

$144,613.07

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 26, 2015)
$1,000,000,000 3.150% Senior Notes due 2023
$250,000,000 Floating Rate Senior Notes due 2023
Interest on the 3.150% senior notes due 2023 (the "fixed rate notes") is payable semi-annually in arrears on January 15 and July 15 of each year,
beginning on January 15, 2018, and the notes will mature on January 15, 2023. Interest on the floating rate senior notes due 2023 (the "floating rate
notes") is payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on October 15, 2017, and such notes will
mature on January 15, 2023. In this prospectus supplement, we sometimes refer to the fixed rate notes and the floating rate notes collectively as the
"notes." We may redeem all or a part of the fixed rate notes at any time at the redemption prices described under "Description of Notes--Optional
Redemption." The floating rate notes will not be redeemable at our option.
The notes will be unconditionally guaranteed, jointly and severally, by substantially all of our wholly owned subsidiaries pursuant to a cross
guarantee agreement among us and such subsidiaries.
Investing in the notes involves risks. Please see "Risk Factors" beginning on page S-4 for more information
regarding risks you should consider before investing in the notes.
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 supplement and the accompanying prospectus to which it relates. Any representation to the contrary is
a criminal offense.
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Public
Underwriting
Proceeds to

Offering Price(1)

Discount

Us(1)

Per Fixed Rate Note

99.774%

0.350%

99.424%

Total

$997,740,000

$3,500,000

$994,240,000

Per Floating Rate Note

100.000%

0.350%

99.650%

Total

$250,000,000

$875,000

$249,125,000

(1)
Plus accrued and unpaid interest, if any, from August 10, 2017 if settlement occurs after that date.
The underwriters expect that delivery of the notes will be made to investors in book-entry form through the facilities of The Depository Trust
Company on August 10, 2017, including Clearstream Banking, société anonyme and/or Eurostream Bank S.A./N.V., against payment in New York,
New York.
Joint Book-Running Managers
Barclays

BofA Merrill Lynch

J.P. Morgan
Mizuho Securities MUFG SMBC Nikko
SunTrust Robinson Humphrey
The date of this prospectus supplement is August 3, 2017.
Table of Contents
This document is in two parts. The first part is the prospectus supplement, which provides a brief description of our business and the specific terms
of this offering. The second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. If the
description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this
prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus, any
related free writing prospectus prepared by us or on our behalf or any other information to which we have referred you. Neither we nor the underwriters
have authorized anyone to provide you with different information. This prospectus supplement and the accompanying prospectus may only be used
where it is legal to offer or sell the offered securities. You should not assume that the information in this prospectus supplement, the accompanying
prospectus or any related free writing prospectus is accurate as of any date other than the respective date on the front cover of those documents. You
should not assume that the information incorporated by reference in this prospectus supplement and the accompanying prospectus is accurate as of any
date other than the date the respective information was filed with the Securities and Exchange Commission (the "SEC"). Our business, financial
condition, results of operations and prospects may have changed since those dates.
TABLE OF CONTENTS
Prospectus Supplement

Summary
S-1
Risk Factors
S-4
Consolidated Ratios of Earnings to Fixed Charges
S-5
Use of Proceeds
S-6
Capitalization
S-7
Description of Notes
S-8
Material U.S. Federal Income Tax Consequences
S-12
Underwriting
S-17
Validity of the Notes
S-22
Experts
S-22

Prospectus

About This Prospectus

1
Where You Can Find More Information

1
Kinder Morgan, Inc.

3
Use of Proceeds

3
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Description of Debt Securities

4
Cross Guarantee

17
Description of Our Capital Stock

19
Description of Depositary Shares

25
Plan of Distribution

26
Validity of the Securities

28
Experts

28
Cautionary Statement Regarding Forward-Looking Statements

29
i
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. It does not contain all
of the information that you should consider before making an investment decision. We urge you to read the entire prospectus supplement, the
accompanying prospectus, any related free writing prospectus and the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus carefully, including the historical financial statements and notes to those financial statements incorporated by reference in
this prospectus supplement and the accompanying prospectus. Please read "Risk Factors" beginning on page S-4 of this prospectus supplement and
"Risk Factors" and "Information Regarding Forward-Looking Statements" in our Annual Report on Form 10-K for the year ended December 31, 2016
and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017 for more information about important risks that
you should consider before investing in the notes. As used in this prospectus supplement and the accompanying prospectus, the terms "we," "us" and
"our" mean Kinder Morgan, Inc. and, unless the context otherwise indicates, include its consolidated subsidiaries.
Kinder Morgan, Inc.
Our Business
We are a publicly traded Delaware corporation, with our common stock traded on the New York Stock Exchange ("NYSE") under the symbol
"KMI." We are one of the largest energy infrastructure companies in North America. We own an interest in or operate approximately 84,000 miles of
pipelines and 155 terminals. Our pipelines transport natural gas, refined petroleum products, crude oil, condensate, carbon dioxide ("CO2") and other
products, and our terminals transload and store petroleum products, ethanol and chemicals, and handle such products as steel, coal and petroleum coke.
We are also a leading producer of CO2, which we and others utilize for enhanced oil recovery projects primarily in the Permian basin.
Offices
The address of our principal executive offices is 1001 Louisiana Street, Suite 1000, Houston, Texas 77002, and our telephone number at this
address is (713) 369-9000.
S-1
Table of Contents

The Offering
Securities Offered
$1,250,000,000 aggregate principal amount of notes, consisting of:
· $1,000,000,000 principal amount of 3.150% Senior Notes due 2023 (the
"fixed rate notes").
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· $250,000,000 principal amount of Floating Rate Senior Notes due 2023
(the "floating rate notes").

Maturity
Fixed rate notes--January 15, 2023.

Floating rate notes--January 15, 2023.

Interest Rate
Fixed rate notes--3.150% per year.

Floating rate notes--floating rate equal to three-month LIBOR, plus 1.28%.

Interest Payment Dates
Interest on the fixed rate notes will be payable semi-annually in arrears on
January 15 and July 15 of each year, beginning on January 15, 2018. Interest
on the floating rate notes will be payable quarterly in arrears on January 15,
April 15, July 15 and October 15 of each year, beginning on October 15,
2017. Interest on the notes will accrue from August 10, 2017.

Use of Proceeds
We estimate that we will receive approximately $1.241 billion from the sale
of the notes, after deducting the underwriting discount and estimated offering
expenses (excluding SEC filing fees). We expect to use the net proceeds from
the sale of the notes (i) to pay indebtedness outstanding under our term loan
facility, (ii) to redeem the 5.50% senior notes due 2022 issued by our wholly
owned subsidiary, Hiland Partners Holdings LLC, and guaranteed by us (such
notes, the "Hiland notes"), and (iii) for general corporate purposes. See "Use
of Proceeds" in this prospectus supplement. Affiliates of the underwriters are
lenders under our term loan facility and may hold a portion of the Hiland
notes and, accordingly, these entities will receive a portion of the proceeds
from this offering. See "Underwriting--Conflicts of Interest."

Optional Redemption
At any time prior to December 15, 2022 (one month before the maturity date
of the fixed rate notes), we may redeem all or a part of the fixed rate notes at
a price equal to the sum of 100% of the principal amount of the fixed rate
notes being redeemed plus accrued and unpaid interest on such notes to, but
excluding, the redemption date, and a make-whole premium calculated as
described herein. At any time beginning on or after December 15, 2022 (one
month before the maturity date of the fixed rate notes), we may also redeem
all or a part of the fixed rate notes at a price equal to 100% of the principal
amount of the fixed rate notes being redeemed plus accrued and unpaid
interest on such notes to, but excluding, the redemption date.

The floating rate notes will not be redeemable at our option. See "Description
of Notes--Optional Redemption."
S-2
Table of Contents
Guarantees
The notes will be unconditionally guaranteed, jointly and severally, by
substantially all of our wholly owned subsidiaries (the "subsidiary
guarantors") pursuant to a cross guarantee agreement among us and the
subsidiary guarantors. See "Description of Notes--Guarantees."

Ranking
The indebtedness evidenced by the notes will be unsecured and will rank
equally in right of payment with all of our and the subsidiary guarantors'
other unsecured and unsubordinated indebtedness from time to time
outstanding. The notes will be effectively subordinated to any of our secured
debt and the secured debt of the subsidiary guarantors to the extent of the
value of the assets securing such debt. After giving effect to this offering,
there will be approximately $36.2 billion of outstanding indebtedness subject
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to the cross guarantee agreement, none of which will be secured. See
"Description of Notes--Ranking." The indenture does not limit the amount of
debt we may incur.

Certain Covenants
We will issue the notes under an indenture with U.S. Bank National
Association, as trustee. None of our subsidiaries is or will be a party to the
indenture. The indenture includes covenants, including limitations on:

· liens; and

· sale-leaseback transactions.

These covenants are subject to a number of important exceptions, limitations
and qualifications that are described under "Description of Debt Securities" in
the accompanying prospectus.

Risk Factors
An investment in the notes involves risks. Please read "Risk Factors"
beginning on page S-4 of this prospectus supplement and "Risk Factors" and
"Information Regarding Forward-Looking Statements" in our Annual Report
on Form 10-K for the year ended December 31, 2016 and our Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30,
2017. Realization of any of those risks or adverse results from any of the
listed matters could have a material adverse effect on our business, financial
condition, cash flows and results of operations.
S-3
Table of Contents
RISK FACTORS
An investment in the notes involves risks. You should consider carefully the risks described below, in addition to the other information contained or
incorporated by reference in this prospectus supplement and accompanying prospectus. Specifically, please read "Risk Factors" and "Information
Regarding Forward-Looking Statements" in our Annual Report on Form 10-K for the year ended December 31, 2016 and our Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017. Realization of any of those risks or adverse results from any of the listed matters
could have a material adverse effect on our business, financial condition, cash flows and results of operations, and you could lose all or part of your
investment.
Risks Related to the Notes
The guarantees by certain of our subsidiaries of the notes could be deemed fraudulent conveyances under certain circumstances, and a court may
try to subordinate or void these subsidiary guarantees.
Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee can be voided, or claims under a guarantee
may be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its
guarantee:
·
intended to hinder, delay or defraud any present or future creditor or received less than reasonably equivalent value or fair consideration
for the incurrence of the guarantee;
·
was insolvent or rendered insolvent by reason of such incurrence;
·
was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or
·
intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
In addition, any payment by that guarantor under a guarantee could be voided and required to be returned to the guarantor or to a fund for the
benefit of the creditors of the guarantor. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law
applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered
insolvent if:
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·
the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;
·
the present saleable value of its assets was less than the amount that would be required to pay its probable liability, including contingent
liabilities, on its existing debts as they become absolute and mature; or
·
it could not pay its debts as they became due.
If the guarantee of any guarantor under the cross guarantee agreement were to be voided as a fraudulent conveyance or held unenforceable for any
other reason, holders of the notes would cease to have any claim in respect of such guarantor and would be creditors solely of us and any guarantor
whose guarantee was not voided or held unenforceable. In such event, noteholders' claims against us concerning an invalid guarantee would be subject
to the prior payment of all liabilities of such guarantor. There can be no assurance that, after providing for all prior claims, there would be sufficient
assets to satisfy your claims relating to any voided guarantee.
S-4
Table of Contents
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Our historical consolidated ratios of earnings to fixed charges for the periods indicated are as follows:

Six Months Ended

Year Ended December 31,

June 30, 2017

2016

2015

2014

2013

2012

2.21

1.79
1.35
2.39
2.74
2.02
In all cases, earnings are determined by adding:
·
income before income taxes, extraordinary items, equity income and noncontrolling interests; plus
·
fixed charges, amortization of capitalized interest and distributed income of equity investees; less
·
capitalized interest.
In all cases, fixed charges include:
·
interest, including capitalized interest; plus
·
amortization of debt issuance costs; plus
·
the estimated interest portion of rental expenses.
S-5
Table of Contents
USE OF PROCEEDS
We estimate that we will receive approximately $1.241 billion from the sale of the notes in this offering, after deducting the underwriting discount
and our estimated expenses of the offering (excluding SEC filing fees). We expect to use the net proceeds from the sale of the notes (i) to pay
indebtedness outstanding under our term loan facility, (ii) to redeem the Hiland notes, and (iii) for general corporate purposes. As of August 2, 2017,
the weighted average interest rate on the term loan facility borrowings was approximately 2.7% and our outstanding borrowings were approximately
$1 billion. As of August 2, 2017, the principal amount outstanding on the Hiland notes to be redeemed was $225 million and such notes are redeemable
at 104.125%.
Affiliates of the underwriters are lenders under our term loan facility and may hold a portion of the Hiland notes and, accordingly, these entities
will receive a portion of the proceeds from this offering. See "Underwriting--Conflicts of Interest."
S-6
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Table of Contents
CAPITALIZATION
The following table sets forth our historical consolidated capitalization as of June 30, 2017 and our consolidated capitalization as adjusted to give
effect to:
·
the issuance of the notes pursuant to this prospectus supplement; and
·
the use of the net proceeds from this offering as described under "Use of Proceeds" in this prospectus supplement.
You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our
historical financial statements and notes to those financial statements that are incorporated by reference in this prospectus supplement and the
accompanying prospectus.

June 30, 2017

Historical

As adjusted

(Unaudited)

(Dollars in millions)

Cash and cash equivalents
$
452 $
459
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
Notes payable and current maturities of long-term debt(1)
$
3,224 $
3,224
Long-term debt:

Unsecured term loan facility, variable rate, due January 26, 2019(2)

1,000
--
Senior notes and debentures, 1.50% through 8.05%, due 2019 through 2098(2)

11,504
11,504
3.15% senior notes due 2023 offered hereby(2)

--
1,000
Floating rate senior notes due 2023 offered hereby(2)

--
250
Kinder Morgan Energy Partners, L.P. senior notes, 2.65% through 9.00%, due 2019
through 2044(2)

17,910
17,910
Tennessee Gas Pipeline Company L.L.C. senior notes, 7.00% through 8.375%, due 2027
through 2037(2)

1,240
1,240
El Paso Natural Gas Company, L.L.C. senior notes, 7.50% through 8.625%, due 2022
through 2032(2)

760
760
Colorado Interstate Gas Company, senior notes, 4.15% and 6.85%, due 2026 and 2037(2)
475
475
Kinder Morgan Finance Company, LLC, senior notes, 6.40%, due 2036(2)

36
36
Hiland Partners Holdings LLC, senior notes, 5.50%, due 2022(2)

225
--
EPC Building, LLC, promissory note, 3.967%, due 2018 through 2035

415
415
El Paso Capital Trust I 4.75% preferred securities, due 2028

110
110
Kinder Morgan G.P., Inc., $1,000 Liquidation Value Series A Fixed-to-Floating Rate
Term Cumulative Preferred Stock due 2057

100
100
Other

225
225
?
?
?
?
?
?
?
?
Total long-term debt, including current portion and notes payable

37,224
37,249
?
?
?
?
?
?
?
?
Stockholders' equity

Class P shares, $0.01 par value, 4,000,000,000 shares authorized, 2,230,166,353 shares
issued and outstanding

22
22
Preferred stock, $0.01 par value, 10,000,000 shares authorized, 9.75% Series A
Mandatory Convertible, $1,000 per share liquidation preference, 1,600,000 shares issued
and outstanding

--
--
Additional paid-in capital

42,092
42,092
Retained deficit

(6,482)
(6,482)
Accumulated other comprehensive loss

(483)
(483)
?
?
?
?
?
?
?
?
Total Kinder Morgan, Inc. stockholders' equity

35,149
35,149
Noncontrolling interests

1,065
1,065
?
?
?
?
?
?
?
?
Total stockholders' equity

36,214
36,214
?
?
?
?
?
?
?
?
Total capitalization
$ 73,438 $
73,463
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
(1)
As of June 30, 2017, we had (i) $115 million of Kinder Morgan, Inc. commercial paper borrowings outstanding and supported by
our revolving credit facility, and (ii) $146 million of borrowings outstanding under Kinder Morgan Canada Limited's revolving
credit facility, which is denominated in Canadian dollars and is converted to U.S. dollars, and reported above at the June 30,
2017 exchange rate of 0.7706 U.S. dollars per Canadian dollar.
(2)
We and substantially all of our wholly owned domestic subsidiaries are a party to a cross guarantee agreement whereby each
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party to the agreement unconditionally guarantees, jointly and severally, the payment of specified indebtedness of each other
party to the agreement. As a result, we are liable for the debt of each such subsidiary.
S-7
Table of Contents
DESCRIPTION OF NOTES
We will issue the notes under the existing indenture that we have entered into with U.S. Bank National Association. The following description,
together with the description in the accompanying prospectus, is a summary of the material provisions of the notes and the indenture. It does not restate
the indenture in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the notes. We have
filed a copy of the indenture as an exhibit to the registration statement which includes the accompanying prospectus. In this description, the terms "we,"
"us" and "our" mean Kinder Morgan, Inc. only and not any of its subsidiaries or affiliates.
This description of the notes supplements, and, to the extent it is inconsistent, replaces, the description of the general provisions of the notes and the
indenture in the accompanying prospectus. The notes are "senior debt securities" as that term is used in the accompanying prospectus, and will be issued
in book-entry form only. Since only registered holders of a note will be treated as the owner of it for all purposes and only registered holders have
rights under the indenture, references in this section to holders mean only registered holders of notes. See "Description of Debt Securities--Form,
Denomination and Registration; Book-Entry Only System" in the accompanying prospectus.
General
The notes will not be entitled to the benefit of a sinking fund.
We may issue and sell additional notes in the future with the same terms as the notes being offered hereby (except for the public offering price,
issue date and, if applicable, the initial interest payment date) without the consent of the holders of the notes. Any such additional notes will constitute a
single series of notes under the indenture.
Principal, Maturity and Interest
Fixed Rate Notes
The fixed rate notes will mature on January 15, 2023 unless redeemed sooner as described below. Interest on the fixed rate notes will accrue at the
rate of 3.150% per year and will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2018. We will
make each interest payment on the fixed rate notes to the person in whose name such fixed rate notes are registered at the close of business on the
immediately preceding January 1 or July 1, as the case may be, whether or not such date is a business day.
Interest on the fixed rate notes will accrue from August 10, 2017, and will be computed on the basis of a 360-day year comprised of twelve 30-day
months.
If any interest payment date, maturity date or redemption date falls on a day that is not a business day, the payment will be made on the next
business day, and no interest will accrue for the period from and after such interest payment date, maturity date or redemption date.
Floating Rate Notes
The floating rate notes will mature on January 15, 2023. Interest on the floating rate notes will be payable quarterly in arrears on January 15,
April 15, July 15 and October 15 of each year, commencing October 15, 2017. We will make each interest payment on the floating rate notes to the
person in whose name such notes are registered at the close of business on the immediately preceding January 1, April 1, July 1, or October 1, as the
case may be, whether or not such date is a business day. Interest payable on the floating rate notes will be calculated on the actual number of calendar
days in the calculation period divided by 360.
The floating rate notes will bear interest for each Interest Period at a rate per annum calculated by the trustee, as calculation agent (the "Calculation
Agent"), subject to the maximum interest rate
S-8
Table of Contents
permitted by New York or other applicable state law, as such law may be modified by United States law of general application. The per annum rate at
which interest on the floating rate notes will accrue and be payable during a particular Interest Period will be equal to three-month LIBOR for U.S.
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dollars, determined on the Interest Determination Date (as defined below) for such Interest Period, plus 1.28% (or 128 basis points).
"Interest Determination Date" means, with respect to any Interest Period, the second London Business Day immediately preceding such Interest
Period.
"Interest Period" means the period beginning on, and including, an interest payment date for the floating rate notes (or, with respect to the initial
Interest Period only, beginning on the issue date for the floating rate senior notes due 2023) and ending on, but excluding, the following interest payment
date or the maturity date, as the case may be, for the floating rate notes.
"London Business Day" means a day on which commercial banks are open for general business (including dealings in U.S. dollars) in London.
"three-month LIBOR", for any Interest Determination Date and with respect to any Interest Period, will be the offered rate (expressed as a
percentage per annum) for deposits in the London interbank market in U.S. dollars having an index maturity of three months, as such rate appears on
the Reuters Page LIBOR01 as of approximately 11:00 a.m., London time, on such Interest Determination Date. If, on an Interest Determination Date,
such rate does not appear on Reuters Page LIBOR01 as of 11:00 a.m., London time, or if Reuters Page LIBOR01 is not available on such date, the
Calculation Agent will obtain such rate from Bloomberg L.P.'s page "BBAM" (or such other page as may replace the BBAM page on that service (or
any successor service)). With respect to an Interest Determination Date on which no rate appears on either the Reuters Page LIBOR01 or
Bloomberg L.P. page BBAM as of approximately 11:00 a.m., London time, the Calculation Agent will request the principal London offices of each of
four major reference banks in the London interbank market, as selected by us, to provide the Calculation Agent with its offered quotation for deposits in
U.S. dollars for the period of three months, commencing on the first day of the applicable Interest Period to prime banks in the London interbank market
at approximately 11:00 a.m., London time, on that Interest Determination Date, and in a principal amount that is representative for a single transaction
in U.S. dollars in that market at that time. If at least two quotations are provided, then three-month LIBOR on that Interest Determination Date will be
the arithmetic mean of those quotations. If fewer than two quotations are provided, then three-month LIBOR on the Interest Determination Date will be
the arithmetic mean of the rates quoted at approximately 11:00 a.m., in The City of New York, on the Interest Determination Date by up to three major
banks in The City of New York, as selected us, for loans in U.S. dollars to leading European banks having an index maturity of three months and in a
principal amount that is representative for a single transaction in U.S. dollars in that market at that time; provided that if fewer than two quotations are
so provided, then three-month LIBOR on the Interest Determination Date will be equal to the three-month LIBOR in effect with respect to the
immediately preceding Interest Period.
"Reuters Page LIBOR01" means the display designated on page LIBOR01 by Reuters Group plc (or such other page as may replace the LIBOR01
page on that service (or any successor service) or such other service as may be nominated by the ICE Benchmark Administration Ltd. (or such other
entity assuming the responsibility from it for calculating London interbank offered rates for U.S. dollar deposits) for the purpose of displaying London
interbank offered rates for U.S. dollar deposits).
The amount of interest for each day that the floating rate notes are outstanding (the "daily interest amount") will be calculated by dividing the
interest rate in effect for such day by 360 and multiplying the result by the principal amount of the floating rate senior notes due 2023. The amount of
interest to be paid on the floating rate notes for any Interest Period will be calculated by adding the daily interest amounts for each day in such Interest
Period.
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The interest rate and amount of interest to be paid on the floating rate notes for each Interest Period will be calculated by the Calculation Agent. All
calculations made by the Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and binding on us and the holders of
the floating rate notes. So long as three-month LIBOR is required to be determined with respect to the floating rate notes, there will at all times be a
Calculation Agent. In the event that any then acting Calculation Agent shall be unable or unwilling to act, or that such Calculation Agent shall fail duly
to establish three-month LIBOR for any Interest Period, or that we propose to remove such Calculation Agent, we shall appoint ourself or another
person which is a bank, trust company, investment banking firm or other financial institution to act as the Calculation Agent.
All percentages resulting from any calculation of the interest rate on the floating rate notes will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from such calculation on the floating rate notes will be rounded to the
nearest cent (with one-half cent being rounded upward).
Guarantees
On November 26, 2014, we entered into a cross guarantee agreement with substantially all of our wholly owned subsidiaries (the "subsidiary
guarantors") whereby each party to the agreement, including us, agrees to unconditionally guarantee the indebtedness of each other party to the
agreement. As a result, the subsidiary guarantors will fully and unconditionally guarantee the full and prompt payment of the principal of and any
premium and interest on the notes when and as the payment becomes due and payable, whether at maturity or otherwise. For more information, see
"Cross Guarantee" in the accompanying prospectus.
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Ranking
The indebtedness evidenced by the notes will be unsecured and will rank equally in right of payment with all of our and the subsidiary guarantors'
other unsecured and unsubordinated indebtedness from time to time outstanding, including indebtedness under our revolving credit agreement and our
and the subsidiary guarantors' outstanding series of senior notes. The notes will be effectively subordinated to any of our secured debt and the secured
debt of the subsidiary guarantors to the extent of the value of the assets securing such debt. As of the date of this prospectus supplement, neither we nor
any of the subsidiary guarantors had any secured debt outstanding.
The indenture does not limit our ability to incur additional indebtedness or contain provisions that would afford holders of notes protection in the
event of a sudden and significant decline in our credit quality or a takeover, recapitalization or highly leveraged or similar transaction. Accordingly, we
could in the future enter into transactions that could increase the amount of indebtedness outstanding at that time or otherwise adversely affect our
capital structure or credit rating.
Optional Redemption
Fixed Rate Notes
We will have the right to redeem the fixed rate notes, in whole at any time or in part from time to time, in any case before December 15, 2022 (the
date that is one month prior to the maturity date of the fixed rate notes, which is referred to in this prospectus supplement as the "Early Call Date") at a
redemption price, as determined by us, equal to (a) the greater of: (1) 100% of the principal amount of the fixed rate notes to be redeemed; or (2) the
sum of the present values of the remaining scheduled payments of principal and interest on the fixed rate notes being redeemed that would be due if such
fixed rate notes matured on the Early Call Date but for the redemption (exclusive of any portion of the payments of interest accrued to the date of
redemption), discounted to the redemption date on a
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semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 25 basis points, plus (b) accrued and unpaid
interest thereon to, but not including, the redemption date.
We will have the right to redeem the fixed rate notes, in whole or in part at any time on or after the Early Call Date at a redemption price equal to
100% of the principal amount of the fixed rate notes to be redeemed, together with accrued and unpaid interest thereon to, but not including, the
redemption date.
"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the fixed rate notes to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such fixed rate notes
assuming, for this purpose, that the notes mature on the Early Call Date.
"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers that we appoint to act as the Independent Investment Banker from
time to time.
"Reference Treasury Dealer" means (1) each of Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and their respective successors, unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), in which case we will substitute another Primary Treasury Dealer and (2) any other Primary Treasury Dealer we select.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as
a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third business day preceding such redemption date.
"Treasury Yield" means, with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for the redemption date.
Notice of redemption will be mailed or electronically delivered at least 30 but not more than 60 days before the redemption date to each holder of
record of the fixed rate notes to be redeemed at its registered address. The notice of redemption for the fixed rate notes will state, among other things,
the amount of fixed rate notes to be redeemed, the redemption date, the manner in which the redemption price will be calculated and the place or places
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