Obligation KinderMorgan 5.2% ( US49456BAQ41 ) en USD

KinderMorgan

91.265 % ▼

Etats-unis

US49456BAQ41 ( en USD )

5.2% par an ( paiement semestriel )

29/02/2048

Prospectus brochure de l'obligation Kinder Morgan US49456BAQ41 en USD 5.2%, échéance 29/02/2048

49456BAQ4

BBB+ ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

01/03/2026 ( Dans 22 jours )

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 ( Etats-unis ) , en USD, avec le code ISIN US49456BAQ41, paye un coupon de 5.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/02/2048

L'Obligation émise par KinderMorgan ( Etats-unis ) , en USD, avec le code ISIN US49456BAQ41, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par KinderMorgan ( Etats-unis ) , en USD, avec le code ISIN US49456BAQ41, 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

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

Registered

Unit

Price

Registration Fee(1)

4.300% Senior Notes
due 2028

$1,250,000,000.00

99.622%

$1,245,275,000.00

$155,036.74

5.200% Senior Notes
due 2048

$750,000,000.00

99.759%

$748,192,500.00

$93,149.97

Total

$2,000,000,000.00

$1,993,467,500.00

$248,186.70

(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)
$1,250,000,000 4.300% Senior Notes due 2028
$750,000,000 5.200% Senior Notes due 2048
Interest on the 4.300% senior notes due 2028 (the "notes due 2028") is payable semi-annually in arrears on March 1 and September 1 of each year,
beginning on September 1, 2018, and such notes will mature on March 1, 2028. Interest on the 5.200% senior notes due 2048 (the "notes due 2048" and,
together with the notes due 2028, the "notes") is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1,
2018, and such notes will mature on March 1, 2048. We may redeem all or a part of the notes at any time at the applicable redemption prices described
under "Description of Notes--Optional Redemption."
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-5 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 Offering
Underwriting
Proceeds to

Price(1)

Discount

Us(1)

Per Note due 2028

99.622%

0.450%

99.172%

Total

$1,245,275,000
$5,625,000

$1,239,650,000

Per Note due 2048

99.759%

0.750%

99.009%

Total

$748,192,500

$5,625,000

$742,567,500

(1)
Plus accrued and unpaid interest, if any, from March 1, 2018 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, including Clearstream Banking, société anonyme and/or Eurostream Bank S.A./N.V., on March 1, 2018 against payment in New York, New
York.
Joint Book-Running Managers
Mizuho Securities

MUFG
SMBC Nikko
Barclays
BofA Merrill Lynch
J.P. Morgan
SunTrust Robinson Humphrey
Co-Managers
BBVA

HSBC
Regions Securities LLC

The date of this prospectus supplement is February 22, 2018.
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-5
Consolidated Ratios of Earnings to Fixed Charges

S-6
Use of Proceeds

S-7
Capitalization

S-8
Description of Notes
S-10
Material U.S. Federal Income Tax Consequences
S-13
Underwriting (Conflicts of Interest)
S-18
Validity of the Notes
S-24
Experts
S-24
Prospectus

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About This Prospectus
1
Where You Can Find More Information

1
Kinder Morgan, Inc.

3
Use of Proceeds

3
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-5 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, 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 85,000 miles of
pipelines and 152 terminals. Our pipelines transport natural gas, refined petroleum products, crude oil, condensate, carbon dioxide ("CO2") and other
products, and our terminals transload and store liquid commodities, including petroleum products, ethanol and chemicals, and bulk products, including
petroleum coke and steel. 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

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The Offering
Securities Offered
$2,000,000,000 aggregate principal amount of notes, consisting of:

$1,250,000,000 principal amount of 4.300% Senior Notes due 2028.

$750,000,000 principal amount of 5.200% Senior Notes due 2048.
Maturity
Notes due 2028--March 1, 2028.

Notes due 2048--March 1, 2048.
Interest Rate
Notes due 2028--4.300% per year.

Notes due 2048--5.200% per year.
Interest Payment Dates
Interest on the notes due 2028 will be paid semi-annually in arrears on
March 1 and September 1 of each year, beginning on September 1, 2018.
Interest on the notes due 2048 will be paid semi-annually in arrears on
March 1 and September 1 of each year, beginning on September 1, 2018.
Interest on the notes will accrue from March 1, 2018.
Use of Proceeds
We estimate that we will receive approximately $1.978 billion from the sale
of the notes, after deducting the underwriting discount and estimated offering
expenses. We expect to use the net proceeds from the sale of the notes to
repay our commercial paper and borrowings under our revolving credit
facility and for general corporate purposes. See "Use of Proceeds" in this
prospectus supplement.
Optional Redemption
At any time prior to December 1, 2027 (3 months before the maturity date of
the notes due 2028), we may redeem all or a part of the notes due 2028 at a
price equal to the sum of 100% of the principal amount of such notes being
redeemed plus accrued and unpaid interest to, but excluding, the redemption
date, and a make-whole premium calculated as described herein. At any time
beginning on or after such date, we may also redeem all or a part of the notes
due 2028 at a price equal to 100% of the principal amount of such notes being
redeemed plus accrued and unpaid interest to, but excluding, the redemption
date.
S-2
Table of Contents

At any time prior to September 1, 2047 (6 months before the maturity date of
the notes due 2048), we may redeem all or a part of the notes due 2048 at a
price equal to the sum of 100% of the principal amount of such notes being
redeemed plus accrued and unpaid interest to, but excluding, the redemption
date, and a make-whole premium calculated as described herein. At any time
beginning on or after such date, we may also redeem all or a part of the notes
due 2048 at a price equal to 100% of the principal amount of such notes being
redeemed plus accrued and unpaid interest to, but excluding, the redemption
date.

See "Description of Notes--Optional Redemption."
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."
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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. 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 $36.355 billion of outstanding indebtedness
subject 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-5 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, 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
Conflicts of Interest
Certain of the underwriters or their affiliates are lenders under our revolving
credit facility and may hold our commercial paper. Accordingly, these
underwriters or their affiliates may receive an amount in excess of 5% of the
net proceeds from this offering. The foregoing payments may constitute a
"conflict of interest" under Rule 5121 of the Financial Industry Regulatory
Authority, Inc. (FINRA). Consequently, this offering will be conducted in
accordance with the requirements of FINRA Rule 5121. See "Use of
Proceeds" and "Underwriting--Conflicts of Interest."
S-4
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, 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.
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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:
·
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-5
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:

Year Ended December 31,

2017

2016

2015

2014

2013

2.02

1.79

1.35

2.39

2.74
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
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·
the estimated interest portion of rental expenses.
S-6
Table of Contents
USE OF PROCEEDS
We estimate that we will receive approximately $1.978 billion from the sale of the notes in this offering, after deducting the underwriting discount
and our estimated expenses of the offering. We expect to use the net proceeds from the sale of the notes to repay our commercial paper and borrowings
under our revolving credit facility and for general corporate purposes.
As of February 16, 2018, the weighted average interest rate on our short term borrowings, including both commercial paper and revolving credit
facility borrowings, was approximately 2.73% and our outstanding borrowings were approximately $2.990 billion. In addition to other long-term debt
maturities and working capital requirements, borrowings under our revolving credit facility were used to repay the $975 million aggregate principal
amount of our 5.75% senior notes due 2018 when they matured on February 15, 2018. Our revolving credit facility is scheduled to mature on
November 26, 2019.
Certain of the underwriters or their affiliates are lenders under our revolving credit facility and may hold our commercial paper. Accordingly, these
entities may receive a portion of the proceeds from this offering. Therefore, this offering is being made in compliance with FINRA Rule 5121. See
"Underwriting--Conflicts of Interest."
S-7
Table of Contents
CAPITALIZATION
The following table sets forth our historical consolidated capitalization as of December 31, 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.

December 31, 2017

Historical

As adjusted

(Unaudited)

(Dollars in millions)

Cash and cash equivalents
$
264 $
264
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
Notes payable and current maturities of long-term debt(1)(2)
$
2,828 $
850
Long-term debt:

Senior notes, floating rate, due 2023(2)

250
250
Senior notes and debentures, 1.50% through 8.05%, due 2019 through 2098(2)

12,577
12,577
4.300% senior notes due 2028 offered hereby(2)

--
1,250
5.200% senior notes due 2048 offered hereby(2)

--
750
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
EPC Building, LLC, promissory note, 3.967%, due 2019 through 2035

409
409
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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

221
221
?
?
?
?
?
?
?
?
Total long-term debt, including current portion and notes payable

36,916
36,938
?
?
?
?
?
?
?
?
Stockholders' equity

Class P common stock, $0.01 par value, 4,000,000,000 shares authorized, 2,217,110,072
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

41,909
41,909
Retained deficit

(7,754)
(7,754)
Accumulated other comprehensive loss

(541)
(541)
?
?
?
?
?
?
?
?
Total Kinder Morgan, Inc. stockholders' equity

33,636
33,636
Noncontrolling interests

1,488
1,488
?
?
?
?
?
?
?
?
Total stockholders' equity

35,124
35,124
?
?
?
?
?
?
?
?
Total capitalization
$ 72,040 $
72,062
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
(1)
As of December 31, 2017, we had (i) $240 million of Kinder Morgan, Inc. commercial paper borrowings outstanding and
supported by our revolving credit facility, and (ii) $125 million of borrowings outstanding
S-8
Table of Contents
under the Kinder Morgan, Inc. revolving credit facility. We had no borrowings outstanding under the Kinder Morgan Canada
Limited revolving credit facility as of December 31, 2017. The "Historical" amount also includes other debt maturing within the
next 12 months, and the "As adjusted" amount reflects the repayment of maturing debt between December 31, 2017 and
February 16, 2018 with the use of net proceeds from this offering.
(2)
We and substantially all of our wholly owned domestic subsidiaries are party to a cross guarantee agreement whereby each 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-9
Table of Contents
DESCRIPTION OF NOTES
We will issue each series of 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 of either series in the future with the same terms as the notes of the applicable series 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 of
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either series. Any such additional notes of a series, together with the notes of such series offered hereby, will constitute a single series of notes under the
indenture.
Principal, Maturity and Interest
The notes due 2028 will mature on March 1, 2028, unless redeemed sooner as described below. Interest on the notes will accrue at the rate of
4.300% per year and will be payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2018. We will
make each interest payment on the notes due 2028 to the person in whose name such notes are registered at the close of business on the immediately
preceding February 15 or August 15, as the case may be, whether or not such date is a business day.
The notes due 2048 will mature on March 1, 2048, unless redeemed sooner as described below. Interest on the notes will accrue at the rate of
5.200% per year and will be payable semi-annually in arrears on March 1 and September 1 of each year, commencing September 1, 2018. We will
make each interest payment on the notes due 2048 to the person in whose name such notes are registered at the close of business on the immediately
preceding February 15 or August 15, as the case may be, whether or not such date is a business day.
Interest on each series of the notes will accrue from March 1, 2018, 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.
S-10
Table of Contents
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.
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
We will have the right to redeem the notes, in whole at any time or in part from time to time, in the case of the notes due 2028, before December 1,
2027 (the date that is 3 months prior to the maturity date of the notes due 2028 (the "2028 Notes Early Call Date")) and in the case of the notes due
2048, before September 1, 2047 (the date that is 6 months prior to the maturity date of the notes due 2048 (the "2048 Notes Early Call Date" and,
together with the 2028 Notes Early Call Date, the "Early Call Dates")), at a redemption price, as determined by us, equal to (a) the greater of: (1) 100%
of the principal amount of the notes to be redeemed; or (2) the sum of the present values of the remaining scheduled payments of principal and interest
on the notes being redeemed that would be due if such notes matured on the applicable Early Call Date, respectively, 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 semi-annual basis (assuming a 360-
day year consisting of twelve 30-day months) at the Treasury Yield plus 25 basis points in the case of the notes due 2028 or plus 30 basis points in the
case of the notes due 2048, plus, in either case, (b) accrued and unpaid interest thereon to, but not including, the redemption date.
At any time on or after the 2028 Notes Early Call Date with respect to the 2028 notes, and the 2048 Notes Early Call Date with respect to the 2048
notes, the respective notes will be redeemable, in whole or in part, at our option, at a redemption price equal to 100% of the principal amount of the
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
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comparable to the remaining term of the 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 notes assuming, for this
purpose, that the notes mature on the applicable Early Call Date.
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"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 each of (1) Mizuho Securities USA LLC and its successors, unless it 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, (2) a Primary
Treasury Dealer selected by each of MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc. and their respective successors and
(3) 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 semi-annual 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 notes to be redeemed at its registered address. The notice of redemption for the notes will state, among other things, the amount of notes
to be redeemed, the redemption date, the manner in which the redemption price will be calculated and the place or places that payment will be made
upon presentation and surrender of notes to be redeemed. Unless we default in the payment of the redemption price, interest will cease to accrue on any
notes that have been called for redemption on the redemption date. If less than all of the notes are to be redeemed, the notes to be redeemed shall be
selected according to DTC procedures, in the case of notes represented by a global note, or by lot, in the case of notes that are not represented by a
global note.
Denomination
The notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Concerning the Trustee
U.S. Bank National Association is the trustee under the indenture. The corporate trust office of the trustee is located at 8 Greenway Plaza,
Suite 1100, Houston, Texas 77046.
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the material U.S. federal income tax considerations relevant to the purchase, ownership and disposition of the notes
offered in this offering. This summary is based upon current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), existing and
proposed Treasury Regulations promulgated thereunder, Internal Revenue Service ("IRS") rulings and pronouncements, and judicial decisions, all as in
effect on the date hereof, and all of which are subject to change, possibly on a retroactive basis, at any time by legislative, judicial or administrative
action. We cannot assure you that the IRS will not challenge the conclusions stated below, and no ruling from the IRS or an opinion of counsel has been
or will be sought on any of the matters discussed below.
The following summary does not purport to be a complete analysis of all the potential U.S. federal income tax considerations relating to the
purchase, ownership, and disposition of the notes. Without limiting the generality of the foregoing, this summary does not address the effect of any
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