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Clearway Energy est une société américaine d'énergie renouvelable qui développe, construit, possède et exploite des parcs éoliens, solaires et de stockage d'énergie.

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Table of Contents
Table of Contents
As Filed Pursuant to Rule 424 (b)(3)
Registration No. 333-217815
PROSPECTUS
NRG Yield Operating LLC
Exchange Offer for
$350,000,000 5.000% Senior Notes due 2026
We are offering to exchange:
up to $350,000,000 of our new 5.000% Senior Notes due 2026
(which we refer to as the "Exchange Notes")
for
a like amount of our outstanding 5.000% Senior Notes due 2026
(which we refer to as the "Old Notes")
We refer to the Exchange Notes and Old Notes collectively as the "notes."
Material Terms of Exchange Offer:
·
The terms of the Exchange Notes to be issued in the exchange offer are substantially identical to the Old Notes, except that the transfer
restrictions and registration rights relating to the Old Notes will not apply to the Exchange Notes.
·
The Exchange Notes will be guaranteed on a full and unconditional and joint and several basis by each of our current and future
subsidiaries that guarantees indebtedness under our Revolving Credit Facility (as defined herein).
·
There is no existing public market for the Old Notes or the Exchange Notes. We do not intend to list the Exchange Notes on any
securities exchange or seek approval for quotation through any automated trading system.
·
You may withdraw your tender of Old Notes at any time before the expiration of the exchange offer. We will exchange all of the Old
Notes that are validly tendered and not withdrawn.
·
The exchange offer expires at 12:00 midnight, New York City time, on June 23, 2017, unless extended.
·
The exchange of Old Notes will not be a taxable event for U.S. federal income tax purposes.
·
The exchange offer is subject to certain customary conditions, including that it not violate applicable law or any applicable interpretation
of the Staff of the Securities and Exchange Commission (the "SEC").
·
We will not receive any proceeds from the exchange offer.
For a discussion of certain factors that you should consider before participating in this exchange offer, see "Risk
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Factors" beginning on page 15 of this prospectus.
Neither the SEC nor any state securities commission has approved the notes to be distributed in the exchange offer, nor have any of these
organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Each broker-dealer that receives Exchange Notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes. The letter of transmittal accompanying this prospectus states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act of 1933, as amended (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 where the Old Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities. We have agreed that, starting on the expiration date and ending on the close of business one year after the expiration
date, we will make this prospectus available, as amended or supplemented, to any broker-dealer for use in connection with any such resale. See "Plan of
Distribution."

May 26, 2017
Table of Contents
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION

i
INCORPORATION BY REFERENCE

ii
SUMMARY

1
SUMMARY OF THE EXCHANGE OFFER

7
CONSEQUENCES OF NOT EXCHANGING OLD NOTES
10
SUMMARY OF TERMS OF EXCHANGE NOTES
11
RISK FACTORS
15
FORWARD-LOOKING STATEMENTS
20
EXCHANGE OFFER
22
USE OF PROCEEDS
33
RATIO OF EARNINGS TO FIXED CHARGES
33
CAPITALIZATION
34
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS
35
DESCRIPTION OF THE NOTES
40
BOOK-ENTRY, DELIVERY AND FORM
65
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
67
PLAN OF DISTRIBUTION
68
LEGAL MATTERS
69
EXPERTS
69
WHERE YOU CAN FIND MORE INFORMATION
NRG Yield Operating LLC ("Yield Operating LLC") is not currently required to file annual, quarterly and current reports and other information
with the SEC. NRG Yield LLC ("Yield LLC") files periodic reports and other information with the SEC pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). You may read and copy any document Yield LLC has filed or will file with the SEC at the
SEC's public website (www.sec.gov) or at the Public Reference Room of the SEC located at 100 F Street, N.E., Washington, DC 20549. Copies of such
materials 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.
So long as Yield LLC continues to own, directly or indirectly, all of the equity interests of Yield Operating LLC, the quarterly, annual and current
reports and consolidated financial statements referred to above in respect of Yield LLC will be deemed to satisfy the obligations of Yield
Operating LLC under the reporting covenant of the indenture governing the notes. See "Description of the Notes--Certain Covenants--Reports."
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INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information Yield LLC files with them into this prospectus, which means that we can disclose
important information to you by referring you to those documents and those documents will be considered part of this prospectus. Information that
Yield LLC files later with the SEC will automatically update and supersede the previously filed information. We incorporate by reference the
documents listed below and any future filings Yield LLC makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until the
completion of the exchange offer (other than portions of these documents deemed to be "furnished" or not deemed to be "filed," including the portions
of these documents that are either (1) described in paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or
(2) furnished under Item 2.02 or Item 7.01 of a current report on Form 8-K, including any exhibits included with such Items):
·
Yield LLC's annual report on Form 10-K for the year ended December 31, 2016 filed on February 28, 2017, which we refer to as our
"2016 Form 10-K";
·
Yield LLC's quarterly report on Form 10-Q for the quarter ended March 31, 2017 filed on May 2, 2017, which we refer to as our "First
Quarter Form 10-Q"; and
·
Yield LLC's current reports on Form 8-K filed on February 3, 2017 and May 9, 2017.
Furthermore, all filings Yield LLC makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial
filing of this registration statement and prior to effectiveness of the registration statement (other than portions of these documents deemed to be
"furnished" or not deemed to be "filed," including the portions of these documents that are either (1) described in paragraphs (d)(1), (d)(2), (d)(3) or
(e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) furnished under Item 2.02 or Item 7.01 of a current report on Form 8-K, including
any exhibits included with such Items) shall be deemed to be incorporated by reference into this prospectus.
If you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of any or all of the information
incorporated by reference in this prospectus. Any such request should be directed to:
NRG Yield Operating LLC
804 Carnegie Center
Princeton, NJ 08540
(609) 524-4500
Attention: General Counsel
You should rely only on the information contained in, or incorporated by reference in, this prospectus. We have not authorized anyone else to
provide you with different or additional information. This prospectus does not offer to sell or solicit any offer to buy any notes in any jurisdiction where
the offer or sale is unlawful. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as
of any date other than the date on the front cover of the applicable document.
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SUMMARY
This summary highlights selected information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the
information that you should consider before deciding whether to participate in this exchange offer. You should carefully read this summary together
with the entire prospectus, including the information set forth in the section entitled "Risk Factors" and the financial statements and related notes
thereto, before deciding whether to participate in the exchange offer.
Unless the context otherwise requires or as otherwise indicated, references in this prospectus to "we," "our," "the Company" and "Yield" refer to
Yield Operating LLC, together with its consolidated subsidiaries and direct parent Yield LLC and references to "Issuer" refer to Yield Operating LLC,
exclusive of its subsidiaries. As of March 31, 2017, NRG Yield, Inc. ("Yield Inc.") (NYSE: NYLD.A, NYLD) owned approximately 53.4% of the economic
interests in and was the sole managing member of Yield LLC.
Our Businesses
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We are a company formed to serve as the primary vehicle through which NRG Energy, Inc. ("NRG") (NYSE: NRG) owns, operates and acquires
contracted renewable and conventional generation and thermal infrastructure assets. We believe we are well positioned to be a premier company for
investors seeking stable and growing dividend income from a diversified portfolio of lower-risk high-quality assets.
We own a diversified portfolio of contracted renewable and conventional generation and thermal infrastructure assets in the United States. Our
contracted generation portfolio collectively represents 4,879 net MW as of March 31, 2017. Each of these assets sells substantially all of its output
pursuant to long-term offtake agreements with creditworthy counterparties. The weighted average remaining contract duration of these offtake
agreements was approximately 16 years as of March 31, 2017, based on cash available for distribution ("CAFD"). We also own thermal infrastructure
assets with an aggregate steam and chilled water capacity of 1,319 net MWt and electric generation capacity of 123 net MW. These thermal
infrastructure assets provide steam, hot and/or chilled water, and, in some instances, electricity, to commercial businesses, universities, hospitals and
governmental units in multiple locations, principally through long-term contracts or pursuant to rates regulated by state utility commissions.
Business Strategy
Our primary business strategy is to focus on the acquisition and ownership of assets with predictable, long-term cash flows in order that it may be
able to increase the cash distributions to Yield Inc. and NRG over time without compromising the ongoing stability of our business. Our plan for
executing this strategy includes the following key components:
Focus on contracted renewable energy and conventional generation and thermal infrastructure assets. We own and operate utility scale and
distributed renewable energy and natural gas-fired generation, thermal and other infrastructure assets with proven technologies, low operating risks and
stable cash flows. We believe by focusing on this core asset class and leveraging our industry knowledge, we will maximize our strategic opportunities,
be a leader in operational efficiency and maximize our overall financial performance.
Growing the business through acquisitions of contracted operating assets. We believe that our base of operations and relationship with NRG
provide a platform in the conventional and renewable power generation and thermal sectors for strategic growth through cash accretive and tax
advantaged acquisitions complementary to our existing portfolio. In addition to acquiring renewable generation, conventional generation and thermal
infrastructure assets from third parties where we believe our knowledge of the market and operating expertise provides us with a competitive advantage,
we entered
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into a Right of First Offer Agreement with NRG (the "ROFO Agreement"). On February 24, 2017, we amended and restated the ROFO Agreement,
expanding the NRG ROFO pipeline with the addition of 234 net MW of utility-scale solar projects, consisting of Buckthorn, a 154 net MW solar facility
in Texas, and Hawaii solar projects, which have a combined capacity of 80 net MW. Under the ROFO Agreement, NRG has granted us and our
affiliates a right of first offer on any proposed sale, transfer or other disposition of certain assets of NRG until February 24, 2022. In addition to the
assets described in the table below which reflects the assets subject to sale, the ROFO Agreement also provides us with a right of first offer with respect
to up to $250 million of equity in one or more distributed solar generation portfolios developed by affiliates of NRG, together with the assets listed in
the table below (the "NRG ROFO Assets").
Net
Capacity
Asset

Fuel Type

(MW)(1)

COD
Ivanpah(2)

Solar

195
2013
Agua Caliente(3)

Solar

102
2014
Buckthorn

Solar

154
2018
Hawaii

Solar

80
2019
Carlsbad
Conventional
527
2018
Puente/Mandalay
Conventional
262
2020
Wind TE Holdco(4):

Elkhorn Ridge

Wind

13
2009
San Juan Mesa

Wind

22
2005
Wildorado

Wind

40
2007
Crosswinds

Wind

5
2007
Forward

Wind

7
2008
Hardin

Wind

4
2007
Odin

Wind

5
2007
Sleeping Bear

Wind

24
2007
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Spanish Fork

Wind

5
2008
Goat Wind

Wind

37 2008/2009
Lookout

Wind

9
2008
Elbow Creek

Wind

30
2008
Community

Wind

30
2011
Jeffers

Wind

50
2008
Minnesota Portfolio(5)

Wind

38 2003/2006
(1)
Represents the maximum, or rated, electricity generating capacity of the facility in MW multiplied by NRG's percentage
ownership interest in the facility as of March 31, 2017.
(2)
Represents 49.95% of NRG's 50.01% ownership interest in Ivanpah. Following a sale of this 49.95% interest, the
remaining 50.05% of Ivanpah would be owned by NRG, Google Inc. and BrightSource Energy Inc.
(3)
Represents NRG's 35% ownership interest in Agua Caliente. 49% of Agua Caliente is owned by BHE AC
Holdings, LLC. As further described below, we acquired 16% of Agua Caliente from NRG on March 27, 2017.
(4)
Represents NRG's remaining 25% of the Class B interests of NRG Wind TE Holdco. NRG Yield, Inc. acquired 75% of
the Class B interests in November 2015. A tax equity investor owns the Class A interests in NRG Wind TE Holdco.
(5)
Includes Bingham Lake, Eastridge, and Westridge projects.
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NRG is not obligated to sell the remaining NRG ROFO Assets to us and, if offered by NRG, we cannot be sure whether these assets will be offered
on acceptable terms, or that we will choose to consummate such acquisitions. In addition, NRG may offer additional assets to us, as described in the
"Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our 2016 Form 10-K.
On March 27, 2017, we acquired the following interests from NRG: (i) Agua Caliente Borrower 2 LLC, which owns a 16% interest (approximately
31% of NRG's 51% interest) in the Agua Caliente solar farm, one of the NRG ROFO Assets, representing ownership of approximately 46 net MW of
capacity, and (ii) NRG's interests in seven utility-scale solar farms located in Utah, which are part of a tax equity structure with Dominion Solar Projects
III, Inc. from which we would receive 50% of cash to be distributed. We paid cash consideration of $130 million, plus $1 million of working capital and
assumed non-recourse project debt of $328 million, which we consolidate, as well as our pro-rata share of non-recourse project-level debt of
$135 million. The purchase price for the acquisition was funded with cash on hand.
On May 1, 2017, NRG offered us the remaining 25% interest in NRG Wind TE Holdco, an 814 net MW portfolio of twelve wind projects. We
currently own a 75% interest in the portfolio which we acquired in 2015. The acquisition is subject to approval by Yield Inc.'s independent directors.
Primary focus on North America. We intend to primarily focus our investments in North America (including the unincorporated territories of the
United States). We believe that industry fundamentals in North America present it with significant opportunity to acquire renewable, natural gas-fired
generation and thermal infrastructure assets, without creating significant exposure to currency and sovereign risk. By primarily focusing our efforts on
North America, we believe we will best leverage our regional knowledge of power markets, industry relationships and skill sets to maximize our
performance.
Competitive Strengths
Stable, high quality cash flows. Our facilities have a highly stable, predictable cash flow profile consisting of predominantly long-life electric
generation assets that sell electricity under long-term fixed priced contracts or pursuant to regulated rates with investment grade and certain other credit-
worthy counterparties. Additionally, our facilities have minimal fuel risk. For our conventional assets, fuel is provided by the toll counterparty or the
cost thereof is a pass-through cost under the applicable Contract--for--Difference ("CfD"). Renewable facilities have no fuel costs, and most of our
thermal infrastructure assets have contractual or regulatory tariff mechanisms for fuel cost recovery. The offtake agreements for our conventional and
renewable generation facilities have a weighted-average remaining duration of approximately 16 years as of March 31, 2017, based on CAFD, providing
long-term cash flow stability. Our generation offtake agreements with counterparties for whom credit ratings are available have a weighted-average
Moody's rating of A3 based on rated capacity under contract. All of our assets are in the United States and accordingly have no currency or repatriation
risks.
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High quality, long-lived assets with low operating and capital requirements. We benefit from a portfolio of relatively newly-constructed assets,
other than thermal infrastructure assets. Our assets are comprised of proven and reliable technologies, provided by leading original solar and wind
equipment manufacturers such as General Electric, Siemens AG, SunPower Corporation, First Solar Inc., Vestas Wind Systems A/S, Suzlon
Energy Ltd. and Mitsubishi Corporation. Given the modern nature of the portfolio, which includes a substantial number of relatively low operating and
maintenance cost solar and wind generation assets, we expect to achieve high fleet availability and expend modest maintenance-related capital
expenditures. Additionally, with the support of services provided by NRG, we expect to continue to implement the same rigorous preventative operating
and management practices that NRG uses across its fleet of assets.
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Significant scale and diversity. We own and operate a large and diverse portfolio of contracted electric generation and thermal infrastructure
assets. As of March 31, 2017, our 4,879 net MW contracted generation portfolio benefits from significant diversification in terms of technology, fuel
type, counterparty and geography. Our thermal business consists of 12 operations, seven of which are district energy centers that provide steam and
chilled water to approximately 705 customers, and five of which provide generation. We believe our scale and access to best practices across the fleet
improves our business development opportunities through enhanced industry relationships, reputation and understanding of regional power market
dynamics. Furthermore, our diversification reduces our operating risk profile and reliance on any single market.
Relationship with NRG. We believe our relationship with NRG, including NRG's expressed intention to maintain a controlling interest in us,
provides significant benefits to us, including:
·
Management and Operational Expertise. We have access to the significant resources of NRG, the largest competitive power generator
in the United States, to support the operational, financial, legal, regulatory and environmental functions of our business.
·
Development and Acquisition Track Record. NRG's development and strategic teams are focused on the development and acquisition of
renewable and conventional generation assets, which may provide future growth opportunities for us in addition to the assets set forth in
the ROFO Agreement. We believe NRG's ownership position in us incentivizes NRG to support our growth strategy, including through
the development of renewable and conventional generation projects. During 2016, NRG acquired 1,639 MWs of utility scale solar and
wind projects and 107 MWs of distributed generation and community solar projects that are currently under development or in operation.
·
Financing Expertise. With the support of NRG, we have been able to achieve a successful track record of sourcing attractive low-cost,
long duration capital to fund acquisitions. We expect to continue to realize benefits from NRG's financing and structuring expertise as
well as its relationships with financial institutions and other lenders.
Environmentally well-positioned portfolio of assets. As of March 31, 2017, our portfolio of electric generation assets consists of 2,934 net MW
of renewable generation capacity that are non-emitting sources of power generation. Our conventional assets consist of the dual fuel-fired GenConn
assets as well as the Marsh Landing and Walnut Creek simple cycle natural gas-fired peaking generation facilities and the El Segundo combined cycle
natural gas-fired peaking facility. We do not anticipate having to expend any significant capital expenditures in the foreseeable future to comply with
current environmental regulations applicable to our generation assets. Taken as a whole, we believe our strategy will be a net beneficiary of current and
potential environmental legislation and regulatory requirements that may serve as a catalyst for capacity retirements and improve market opportunities
for environmentally well-positioned assets like our assets once such assets' current offtake agreements expire.
Thermal infrastructure business has high entry costs. Significant capital has been invested to construct our thermal infrastructure assets, serving
as a barrier to entry in the markets in which such assets operate. As of March 31, 2017, our thermal gross property, plant, and equipment was
approximately $472 million. Our thermal district energy centers are located in urban city areas, with the chilled water and steam delivery systems
located underground. Constructing underground delivery systems in urban areas requires long lead times for permitting, rights of way and inspections
and is costly. By contrast, the incremental cost to add new customers in existing markets is relatively low. Once thermal infrastructure is established,
we believe it has the ability to retain customers over long periods of time and to compete effectively for additional business against stand-alone on-site
heating and cooling generation facilities. Installation of stand-alone equipment can require significant
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modification to a building as well as significant space for equipment and funding for capital expenditures. Our system technologies often provide
economies of scale in terms of fuel procurement, ability to switch between multiple types of fuel to generate thermal energy, and fuel conversion
efficiency.
Organizational Structure
As of March 31, 2017, Yield Inc. owned an aggregate 53.4% economic interest in Yield LLC. The following table summarizes certain relevant
aspects of our organizational structure:
Summary of Risk Factors
We and our peer group, along with the broader energy sector, have recently experienced volatile conditions in the capital markets, including debt
and equity markets, due to continued depressed commodity markets. Additionally, we are subject to a variety of risks related to our competitive position
and business strategies. Some of the more significant challenges and risks include if we are unable to to address costs or delays in the construction and
operation of new plants, if we are unable to address the volatility in power prices and fuel costs, if we are unable to utilize our leveraged capital
structure and if governmental regulation is revised in a such a manner that is less favorable to us. See "Risk Factors" contained elsewhere in this
prospectus, the "Risk Factors Related to the Company's Business" section
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of our 2016 Form 10-K for a discussion of the factors you should consider before deciding to participate in this exchange offer.
Corporate Information
Both Yield LLC and Yield Operating LLC were formed as Delaware limited liability companies on March 5, 2013. Our principal executive offices
are located at NRG Yield Operating LLC, 804 Carnegie Center, Princeton, New Jersey. Our telephone number is (609) 524-4500. Our website is
located at http://www.nrgyield.com. Yield Operating LLC is not currently required to file or furnish periodic reports and other information with the SEC
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). See "Incorporation by Reference."
Yield LLC files periodic reports and other information with the SEC pursuant to Section 15(d) of the Exchange Act. Information on our website or any
other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus. The SEC maintains an internet site at
http://www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC.
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SUMMARY OF THE EXCHANGE OFFER
On August 18, 2016, we sold, through a private placement exempt from the registration requirements of the Securities Act, $350,000,000 of our
5.000% Senior Notes due 2026, which are eligible to be exchanged for Exchange Notes. We refer to these notes as "Old Notes" in this prospectus.
Simultaneously with the private placement, we entered into a registration rights agreement with the initial purchasers of the Old Notes (the
"Registration Rights Agreement"). Under the Registration Rights Agreement, we are required to use commercially reasonable efforts to register
Exchange Notes with the SEC having substantially identical terms as the Old Notes (except for the provisions relating to the transfer restrictions and
payment of additional interest) as part of an offer to exchange freely tradable exchange notes for the notes, and use commercially reasonable efforts to
consummate the exchange offer within 365 days after the issue date of the Old Notes. If required under certain circumstances, Yield Operating LLC and
the guarantors will file a shelf registration statement with the SEC covering resales of the notes.
We refer to the notes to be registered under this exchange offer registration statement as "Exchange Notes" and collectively with the Old Notes, we
refer to them as the "notes" in this prospectus. You may exchange your Old Notes for the applicable Exchange Notes in this exchange offer. You should
read the discussion under the headings "--Summary of Terms of Exchange Notes," "Exchange Offer" and "Description of the Notes" for further
information regarding the Exchange Notes.
Exchange Notes offered

$350,000,000 aggregate principal amount of 5.000% Senior Notes due
2026.

Exchange offer
We are offering to exchange the Old Notes for a like principal amount at
maturity of the Exchange Notes. Old Notes may be exchanged only in
minimum principal amounts of $2,000 and integral multiples of $1,000
in excess thereof. The exchange offer is being made pursuant to the
Registration Rights Agreement which grants the initial purchasers and
any subsequent holders of the Old Notes certain exchange and
registration rights. This exchange offer is intended to satisfy those
exchange and registration rights with respect to the Old Notes. After the
exchange offer is complete, you will no longer be entitled to any
exchange or registration rights with respect to your Old Notes.

Expiration date; Withdrawal of tender
The exchange offer will expire at 12:00 midnight, New York City time,
on June 23, 2017, or a later time if we choose to extend this exchange
offer in our sole and absolute discretion. You may withdraw your tender
of Old Notes at any time prior to 12:00 midnight, New York City time,
on the expiration date. All outstanding Old Notes that are validly
tendered and not validly withdrawn will be exchanged. We will issue the
Exchange Notes promptly after the expiration of the exchange offer. Any
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Old Notes not accepted by us for exchange for any reason will be
returned to you at our expense promptly after the expiration or
termination of the exchange offer.
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Resales

We believe that you can offer for resale, resell and otherwise transfer the
Exchange Notes without complying with the registration and prospectus
delivery requirements of the Securities Act so long as:

· you acquire the Exchange Notes in the ordinary course of business;

· you are not participating, do not intend to participate, and have no
arrangement or understanding with any person to participate, in the
distribution of the Exchange Notes;

· you are not an affiliate of ours; and

· you are not a broker-dealer.

If any of these conditions is not satisfied and you transfer any Exchange
Notes without delivering a proper prospectus or without qualifying for a
registration exemption, you may incur liability under the Securities Act.
We do not assume, or indemnify you against, any such liability.

Broker-Dealer
Each broker-dealer acquiring Exchange Notes issued for its own account
in exchange for Old Notes, which it acquired through market-making
activities or other trading activities, must acknowledge that it will
deliver a proper prospectus when any Exchange Notes issued in the
exchange offer are transferred. A broker-dealer may use this prospectus
for an offer to resell, a resale or other retransfer of the Exchange Notes
issued in the exchange offer. See "Plan of Distribution."

Conditions to the exchange offer
Our obligation to accept for exchange, or to issue the Exchange Notes in
exchange for, any Old Notes is subject to certain customary conditions,
including our determination that the exchange offer does not violate any
law, statute, rule, regulation or interpretation by the Staff of the SEC or
any regulatory authority or other foreign, federal, state or local
government agency or court of competent jurisdiction, some of which
may be waived by us. We currently expect that each of the conditions
will be satisfied and that no waivers will be necessary. See "Exchange
Offer--Conditions to the exchange offer."

Procedures for tendering Old Notes Held in the Form of Book-Entry
The Old Notes were issued as global securities and were deposited upon
interests
issuance with Delaware Trust Company, which issued uncertificated
depositary interests in those outstanding Old Notes, which represent a
100% interest in those Old Notes, to The Depositary Trust Company
("DTC").

Beneficial interests in the outstanding Old Notes, which are held by
direct or indirect participants in DTC, are shown on, and transfers of the
Old Notes can only be made through, records maintained in book-entry
form by DTC.
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Table of Contents

You may tender your outstanding Old Notes by instructing your broker
or bank where you keep the Old Notes to tender them for you. In some
cases you may be asked to submit the letter of transmittal that may
accompany this prospectus. By tendering your Old Notes you will be
deemed to have acknowledged and agreed to be bound by the terms set
forth under "Exchange Offer." Your outstanding Old Notes must be
tendered in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.

In order for your tender to be considered valid, the exchange agent must
receive a confirmation of book-entry transfer of your outstanding Old
Notes into the exchange agent's account at DTC, under the procedure
described in this prospectus under the heading "Exchange Offer," on or
before 12:00 midnight, New York City time, on the expiration date of
the exchange offer.

Special procedures for beneficial owners
If you are the beneficial owner of book-entry interests and your name
does not appear on a security position listing of DTC as the holder of the
book-entry interests or if you are a beneficial owner of Old Notes that
are registered in the name of a broker, dealer, commercial bank, trust
company or other nominee and you wish to tender the book-entry
interest or Old Notes in the exchange offer, you should contact the
person in whose name your book- entry interests or Old Notes are
registered promptly and instruct that person to tender on your behalf.

United States federal income tax considerations
The exchange offer should not result in any income, gain or loss to the
holders of Old Notes or to us for United States federal income tax
purposes. See "Certain Federal Income Tax Consequences."

Use of proceeds
We will not receive any proceeds from the issuance of the Exchange
Notes in the exchange offer.

Exchange agent
Delaware Trust Company is serving as the exchange agent for the
exchange offer.

Shelf registration statement
In limited circumstances, holders of Old Notes may require us to register
their Old Notes under a shelf registration statement.
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CONSEQUENCES OF NOT EXCHANGING OLD NOTES
If you do not exchange your Old Notes in the exchange offer, your Old Notes will continue to be subject to the restrictions on transfer currently
applicable to the Old Notes. In general, you may offer or sell your Old Notes only:
·
if they are registered under the Securities Act and applicable state securities laws;
·
if they are offered or sold under an exemption from registration under the Securities Act and applicable state securities laws; or
·
if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.
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Document Outline

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