Obligation Nielson Financial 4.5% ( US65409QBA94 ) en USD

Société émettrice Nielson Financial
Prix sur le marché 100 %  ⇌ 
Pays  Etas-Unis
Code ISIN  US65409QBA94 ( en USD )
Coupon 4.5% par an ( paiement semestriel )
Echéance 01/10/2020 - Obligation échue



Prospectus brochure de l'obligation Nielsen Finance US65409QBA94 en USD 4.5%, échue


Montant Minimal 1 000 USD
Montant de l'émission 797 249 000 USD
Cusip 65409QBA9
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Nielsen Finance est une division de Nielsen Holdings PLC qui fournit des données et des analyses sur les marchés financiers, notamment les investissements, les fusions et acquisitions, et les performances des entreprises.

Un examen rétrospectif d'une obligation émise par Nielsen Finance révèle les détails d'un instrument de dette désormais arrivé à terme et entièrement remboursé. L'obligation en question, identifiée par son code ISIN US65409QBA94 et son code CUSIP 65409QBA9, était une émission libellée en dollars américains (USD), émise depuis les États-Unis. Nielsen Finance est l'entité de financement du groupe Nielsen Holdings plc, l'un des leaders mondiaux dans la mesure et l'analyse de données, particulièrement reconnu pour ses services d'évaluation d'audience médiatique, d'analyse de consommation et de performance marketing. La capacité de Nielsen à générer des flux de trésorerie stables à partir de ses opérations mondiales sous-tendait la solidité perçue de ses engagements financiers. Cette obligation portait un taux d'intérêt nominal de 4.5%, versé aux investisseurs selon une fréquence de paiement semi-annuelle (deux fois par an), offrant ainsi un flux de revenu régulier pendant sa durée de vie. Avec une taille totale d'émission substantielle de 797 249 000 USD, elle représentait une composante significative du passif financier de l'entreprise. La taille minimale à l'achat, fixée à 1 000 USD, la rendait accessible à une base d'investisseurs relativement large. Le point culminant de cet instrument de dette a été atteint à sa date d'échéance, fixée au 1er octobre 2020. À cette date, l'obligation a été entièrement remboursée, comme en témoigne son prix de marché final de 100% à l'échéance. Ce remboursement à parité confirme que Nielsen Finance a honoré ses engagements financiers envers les détenteurs d'obligations, restituant le capital initial investi et démontrant ainsi la solidité de sa gestion de trésorerie et sa capacité à respecter ses obligations de dette. Cet événement marque une conclusion réussie pour cette émission obligataire, renforçant la confiance des investisseurs dans la capacité de Nielsen à gérer efficacement ses passifs financiers.







Final Prospectus
http://www.sec.gov/Archives/edgar/data/1019878/000119312513305918...
424B3 1 d552697d424b3.htm FINAL PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-189456

PROSPECTUS
Offer to Exchange


$800,000,000 aggregate principal amount of our 4.50% senior notes due 2020 and the guarantees thereof, which have been registered under the Securities Act
of 1933, as amended, for $800,000,000 of our outstanding 4.50% senior notes due 2020 and the guarantees thereof.
We hereby offer, upon the terms and subject to the conditions set forth in this prospectus (which constitute the "exchange offer"), to exchange up to $800,000,000
aggregate principal amount of our 4.50% senior notes due 2020 and the guarantees thereof, which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), which we refer to as the "exchange notes," for a like principal amount of our outstanding 4.50% senior notes due 2020 and the guarantees
thereof, which we issued on October 2, 2012, which we refer to as the "old notes." We refer to the old notes and the exchange notes collectively as the "notes." The
terms of the exchange notes are identical to the terms of the old notes in all material respects, except for the elimination of some transfer restrictions, registration rights
and additional interest provisions relating to the old notes. Each of the notes is irrevocably and unconditionally guaranteed by The Nielsen Company B.V. and certain of
its subsidiaries which guarantee its obligations under the senior secured credit facility.
We will exchange any and all old notes that are validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on August 27, 2013,
unless extended.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it shall deliver a prospectus in
connection with any such resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer shall not
be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may
be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer
as a result of market-making activities or other trading activities. We and the guarantors of the notes have agreed that, for a period of 180 days after the consummation of
the exchange offer, we shall make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."


See "Risk Factors" beginning on page 11 of this prospectus for a discussion of certain risks that you should consider before
participating in this exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is July 29, 2013
1 of 268
7/29/2013 9:56 AM


Final Prospectus
http://www.sec.gov/Archives/edgar/data/1019878/000119312513305918...
Table of Contents
TABLE OF CONTENTS



Page
PROSPECTUS SUMMARY

1

RISK FACTORS

11

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

24
MARKET AND INDUSTRY DATA AND FORECASTS

25
THE EXCHANGE OFFER

26
USE OF PROCEEDS

35
CAPITALIZATION

36
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

37
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

39
BUSINESS

74
MANAGEMENT

86
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

118
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

119
DESCRIPTION OF NOTES

123
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER

180
PLAN OF DISTRIBUTION

180
LEGAL MATTERS

181
EXPERTS

181
WHERE YOU CAN FIND MORE INFORMATION

181
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES

181
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1


We have not authorized anyone to give you any information or to make any representations about us or the transactions we discuss in this prospectus other than
those contained in this prospectus. If you are given any information or representations about these matters that is not discussed in this prospectus, you must not rely on
that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to
offer or sell securities under applicable law. The delivery of this prospectus does not, under any circumstances, mean that there has not been a change in our affairs
since the date of this prospectus. Subject to our obligation to amend or supplement this prospectus as required by law and the rules of the Securities and Exchange
Commission, or the SEC, the information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of delivery of this
prospectus or any sale of these securities.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each
Initial Purchaser has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member
State (the "Relevant Implementation Date") it has not made and will not make an offer of notes which are the subject of the offering contemplated by this prospectus to
the public in that Relevant Member State other than:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal
persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent
of the relevant Dealer or Dealers nominated by the Issuers for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

i
2 of 268
7/29/2013 9:56 AM


Final Prospectus
http://www.sec.gov/Archives/edgar/data/1019878/000119312513305918...
Table of Contents
provided that no such offer of notes shall require the Issuers or any Initial Purchaser to publish a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in any Relevant Member State means the
communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to
purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the
expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the
Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means
Directive 2010/73/EU.
This document and the offering are only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors"
within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In addition, in the United Kingdom, this document is
being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and Qualified Investors falling within Article 49(2)(a) to (d) of the
Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This document must not be
acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the
United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this document relates is available only to (i) in the United
Kingdom, relevant persons, and (ii) in any Member State of the European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in
only with such persons. This document and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by
recipients to any other person.
In France, the notes may not be directly or indirectly offered or sold to the public, and offers and sales of the notes will only be made in France to providers of
investment services relating to portfolio management for the account of third parties and/or to qualified investors acting for their own account, in accordance with
Articles L.411-1, L.411-2 and D.411-1 of the Code Monétaire et Financier. Accordingly, this prospectus has not been submitted to the Autorité des Marchés
Financiers. Neither this prospectus nor any other offering material may be distributed to the public or used in connection with any offer for subscription or sale of the
notes to the public in France or offered to any investors other than those (if any) to whom offers and sales of the notes in France may be made as described above and no
prospectus shall be prepared and submitted for approval (visa) to the Autorité des Marchés Financiers.
Les titres ne peuvent être offerts ni vendus directement ou indirectement au public en France et ni l'offre ni la vente des titres ne pourra être proposée qu' à
des personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers et/ou à des investisseurs qualifiés agissant pour compte
propre conformément aux Articles L.411-1, L.411-2 et D411 1 du Code Monétaire et Financier. Par conséquent, ce prospectus n'a pas été soumis au visa de
l'Autorité des Marchés Financiers et aucun prospectus ne sera preparé ou soumis au visa de l'Autorité des Marchés Financiers. Ni ce prospectus ni aucun autre
document promotionnel ne pourra être communiqué en France au public ou utilisé en relation avec l'offre de souscription ou la vente ou l'offre de titres au public
ou à toute personne autre que les investisseurs (le cas échéant) décrits ci-dessus auxquels les titres peuvent être offerts et vendus en France.
The notes may be offered and sold in Germany only in compliance with the German Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the
Commission Regulation (EC) No 809/2004 of April 29, 2004 as amended, or any other laws applicable in Germany governing the issue, offering and sale of securities.
The prospectus has not been approved under the German Securities Prospectus Act (Wertpapierprospektgesetz) or the Directive 2003/71/EC.

ii
3 of 268
7/29/2013 9:56 AM


Final Prospectus
http://www.sec.gov/Archives/edgar/data/1019878/000119312513305918...
Table of Contents
The notes have not been and will not be qualified under the securities laws of any province or territory of Canada. The notes are not being offered or sold,
directly or indirectly, in Canada or to or for the account of any resident of Canada in contravention of the securities laws of any province or territory thereof.
Until October 27, 2013 (90 days after the date of this prospectus), all dealers effecting transactions in the exchange notes, whether or not participating in the
exchange offer, may be required to deliver a prospectus.

iii
4 of 268
7/29/2013 9:56 AM


Final Prospectus
http://www.sec.gov/Archives/edgar/data/1019878/000119312513305918...
Table of Contents
PROSPECTUS SUMMARY
This summary highlights information about Nielsen Finance LLC, a Delaware limited liability company ("Nielsen Finance LLC") and an indirect
wholly owned subsidiary of The Nielsen Company B.V., formerly known as VNU Group B.V. and prior to that as VNU N.V. ("Nielsen" or "Parent") and
Nielsen Finance Co., a Delaware corporation ("Nielsen Finance Co.") and a wholly owned subsidiary of Nielsen Finance LLC, and the notes contained
elsewhere in this prospectus. It is not complete and may not contain all the information that may be important to you. You should carefully read the entire
prospectus before making an investment decision, especially the information presented under the heading "Risk Factors." In this prospectus, except as
otherwise indicated herein, or as the context may otherwise require, references to the "Issuers" refer to Nielsen Finance LLC and Nielsen Finance Co., and
references to "we," "our," "us," and "the Company" refer to Parent and each of its consolidated subsidiaries, including the Issuers.
Overview
We are a leading global information and measurement company that provides clients with a comprehensive understanding of consumers and consumer
behavior. We deliver critical media and marketing information, analytics and industry expertise about what consumers buy and what consumers watch (consumer
interaction with television, online and mobile) on a global and local basis. Our information, insights and solutions help our clients maintain and strengthen their
market positions and identify opportunities for profitable growth. We have a presence in approximately 100 countries, including many developing and emerging
markets, and hold leading market positions in many of our services and geographies. Based on the strength of the Nielsen brand, our scale and the breadth and
depth of our solutions, we believe we are the global leader in measuring and analyzing consumer behavior in the segments in which we operate.
We help our clients enhance their interactions with consumers and make critical business decisions that we believe positively affect our clients' sales. Our
data and analytics solutions, which have been developed through substantial investment over many decades, are deeply embedded into our clients' workflow as
demonstrated by our long-term client relationships, multi-year contracts and high contract renewal rates. The average length of relationship with our top ten clients,
which include The Coca-Cola Company, NBC Universal, Nestle S.A., News Corp., The Procter & Gamble Company and the Unilever Group, is more than 30
years. Typically, before the start of each year, nearly 70% of our annual revenue has been committed under contracts in our combined Buy and Watch segments.
We align our business into three reporting segments, the principal two of which are what consumers buy (consumer purchasing measurement and analytics
herein referred to as "Buy") and what consumers watch (media audience measurement and analytics herein referred to as "Watch"). Our Buy and Watch segments,
which together generated approximately 97% of our revenues in 2012, are built on an extensive foundation of proprietary data assets designed to yield essential
insights for our clients to successfully measure, analyze and grow their businesses. The information from our Buy and Watch segments, when brought together, can
deliver powerful insights into the effectiveness of advertising by linking media consumption trends with consumer purchasing data to better understand how media
exposure drives purchase behavior. We believe these integrated insights will better enable our clients to enhance the return on investment of their advertising and
marketing spending.
In January 2011, our indirect parent company, Nielsen Holdings N.V. ("Holdings"), consummated an initial public offering of its common stock and its
shares began trading on the New York Stock Exchange under the symbol "NLSN."
Parent is a Netherlands besloten vennootschap met beperkte aansprakelijkheid, or private company with limited liability. Parent's registered office is
located at Diemerhof 2, 1112 XL Diemen, the Netherlands and it is registered at the Commercial Register for Amsterdam under file number 3403 6267. The phone
number of


1
5 of 268
7/29/2013 9:56 AM


Final Prospectus
http://www.sec.gov/Archives/edgar/data/1019878/000119312513305918...
Table of Contents
Parent in the Netherlands is +31 20 39 88777, and in the United States is +1 (646) 654-5000. We maintain a website at www.nielsen.com where general
information about our business is available. The information contained on our website is not a part of this prospectus.
Corporate structure
The following chart summarizes our corporate structure as of March 31, 2013 (with debt amounts as of March 31, 2013):



2
6 of 268
7/29/2013 9:56 AM


Final Prospectus
http://www.sec.gov/Archives/edgar/data/1019878/000119312513305918...
Table of Contents
(1) Each of Parent, VNU Intermediate Holding B.V., Nielsen Holding and Finance B.V., VNU International B.V., TNC (US) Holdings, Inc., VNU Marketing
Information, Inc., ACN Holdings, Inc., The Nielsen Company (Luxembourg) S.ar.l., The Nielsen Company Finance (Ireland) Limited and the wholly owned
subsidiaries thereof, including the wholly owned U.S. subsidiaries of ACN Holdings, Inc., in each case that guarantee our senior secured credit facilities,
guarantee the notes. Neither Parent nor VNU Intermediate Holding B.V. is subject to any of the covenants contained in the indenture that are not payment
covenants.
(2)
The non-U.S. subsidiary of Nielsen Business Media Holding Company and the non-U.S. subsidiaries of ACN Holdings, Inc. do not guarantee the notes. In
addition, subsidiaries that are not directly or indirectly wholly owned by Parent or that are not otherwise required to guarantee our senior secured credit
facilities do not guarantee the notes. Certain of our less than wholly owned subsidiaries are also not subject to the restrictive covenants in the indenture. Our
non-guarantor subsidiaries accounted for $2,767 million, or 49%, of our total revenue and total operating income of $434 million as compared to our total
operating income of $964 million for 2012, $662 million, or 48%, of our total revenue and total operating income of $64 million as compared to our total
operating income of $171 million for the three months ended March 31, 2013, and approximately $5,463 million, or 38%, of our total assets, and
approximately $1,802 million, or 20%, of our total liabilities, in each case as of March 31, 2013.
(3)
Comprised of a five-year amortizing term loan facility in an aggregate principal amount of $1,161 million maturing in 2017, and two tranches of
$2,526 million and 289 million maturing in 2016. Also includes our revolving credit facility, which provides for availability of $635 million. As of
March 31, 2013, we had $55 million outstanding under our revolving credit facility, not including $13 million of outstanding letters of credit.
(4)
$215 million face amount.
(5)
$1,080 million face amount.
(6)
Excludes $15 million of other miscellaneous debt.
Recent Developments
On May 4, 2013, we signed a definitive agreement to sell Nielsen Business Media Holding Company, our indirect subsidiary, to Expo Event Transco Inc., an
affiliate of Onex Corporation, for cash consideration. The transaction closed on June 17, 2013, for a purchase price of $950 million in cash consideration.


3
7 of 268
7/29/2013 9:56 AM


Final Prospectus
http://www.sec.gov/Archives/edgar/data/1019878/000119312513305918...
Table of Contents
Summary of the Terms of the Exchange Offer
In connection with the issuance of the old notes, we entered into a registration rights agreement with the initial purchasers of the old notes. Under this
agreement, we agreed to deliver to you this prospectus and to consummate the exchange offer for the old notes by September 27, 2013. If we do not consummate
the exchange offer for the old notes by September 27, 2013, we will incur additional interest expense pursuant to the registration rights agreement. You are entitled
to exchange in the exchange offer your old notes for exchange notes which are identical in all material respects to the old notes except that:


·
the exchange notes have been registered under the Securities Act and will be freely tradable by persons who are not affiliated with us;


·
the exchange notes are not entitled to registration rights which are applicable to the old notes under the registration rights agreement; and

·
our obligation to pay additional interest on the old notes due to the failure to consummate the exchange offer by a prior date does not apply to the

exchange notes.

We are offering to exchange up to $800,000,000 aggregate principal amount of our registered notes
The exchange offer
and the guarantees thereof for a like principal amount of our 4.50% senior notes due 2020 and the
guarantees thereof, which were issued on October 2, 2012; and


Old notes may be exchanged only in denominations of $2,000 and integral multiples of $1,000.

Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties,
Resales
we believe that the exchange notes issued pursuant to the exchange offer in exchange for the old notes
may be offered for resale, resold and otherwise transferred by you (unless you are an "affiliate"
within the meaning of Rule 405 under the Securities Act) without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided that you:


· are acquiring the exchange notes in the ordinary course of business; and

· have not engaged in, do not intend to engage in, and have no arrangement or understanding with

any person or entity, including any of our affiliates, to participate in a distribution of the exchange
notes.

In addition, each participating broker-dealer that receives exchange notes for its own account in
exchange for old notes, where such old notes were acquired by such broker-dealer as a result of

market-making or other trading activities, must acknowledge that it shall deliver a prospectus in
connection with any resale of such exchange notes. For more information, see "Plan of Distribution."


Any holder of old notes, including any broker-dealer, who


· is our affiliate,


· does not acquire the exchange notes in the ordinary course of its business, or


4
8 of 268
7/29/2013 9:56 AM


Final Prospectus
http://www.sec.gov/Archives/edgar/data/1019878/000119312513305918...
Table of Contents
· tenders in the exchange offer with the intention to participate, or for the purpose of participating,

in a distribution of exchange notes,


cannot rely on the position of the staff of the Commission expressed in Exxon Capital Holdings
Corporation, Morgan Stanley & Co., Incorporated or similar no-action letters and, in the absence of
an exemption, must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with the resale of the exchange notes.

The exchange offer will expire at 5:00 p.m., New York City time, on August 27, 2013, or such later
Expiration date; Withdrawal of tenders
date and time to which we extend it. We do not currently intend to extend the expiration date. A
tender of old notes pursuant to the exchange offer may be withdrawn at any time prior to the
expiration date. Any old notes not accepted for exchange for any reason will be returned without
expense to the tendering holder promptly after the expiration or termination of the exchange offer.

The exchange offer is subject to customary conditions, some of which we may waive. For more
Conditions to the exchange offer
information, see "The Exchange Offer--Conditions to the Exchange Offer."

If you hold old notes through The Depository Trust Company ("DTC") and wish to participate in the
Procedures for tendering old note
exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC.


By accepting the exchange offer, you will represent to us that, among other things:


· any exchange notes that you receive will be acquired in the ordinary course of your business;

· you have no arrangement or understanding with any person or entity, including any of our

affiliates, to participate in the distribution of the exchange notes;

· if you are a broker-dealer that will receive exchange notes for your own account in exchange for

old notes that were acquired as a result of market-making activities, that you will deliver a
prospectus, as required by law, in connection with any resale of the exchange notes; and

· you are not our "affiliate" as defined in Rule 405 under the Securities Act, or, if you are an

affiliate, you will comply with any applicable registration and prospectus delivery requirements
of the Securities Act.

As a result of the making of, and upon acceptance for exchange of all validly tendered old notes
Effect on holders of old notes
pursuant to the terms of, the exchange offer, we will have fulfilled covenants contained in the
registration


5
9 of 268
7/29/2013 9:56 AM


Final Prospectus
http://www.sec.gov/Archives/edgar/data/1019878/000119312513305918...
Table of Contents
rights agreement and, accordingly, we will not be obligated to pay additional interest as described in
the registration rights agreement. If you are a holder of old notes and do not tender your old notes in
the exchange offer, you will continue to hold such old notes and you will be entitled to all the rights

and limitations applicable to the old notes in the indenture, except for any rights under the
registration rights agreement that by their terms terminate upon the consummation of the exchange
offer.

All untendered old notes will continue to be subject to the restrictions on transfer provided for in the
Consequences of failure to exchange
old notes and in the indenture. In general, the old notes may not be offered or sold unless registered
under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the
Securities Act and applicable state securities laws. Other than in connection with the exchange offer,
we do not currently anticipate that we will register the old notes under the Securities Act.

The exchange of old notes for exchange notes in the exchange offer will not be a taxable event for
U.S. federal income tax consequences
U.S. federal income tax purposes. For more information, see "U.S. Federal Income Tax
Consequences of the Exchange Offer."

We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer.
Use of Proceeds

We entered into a registration rights agreement with the initial purchasers of the old notes on October
Registration rights agreement
2, 2012. The registration rights agreement requires us to file this exchange offer registration
statement and contain customary provisions with respect to registration procedures, indemnity and
contribution rights. In addition, the registration rights agreement provides that if we do not
consummate the exchange offer for the old notes by September 27, 2013, we are required to pay
additional interest at an initial rate of 0.25% per annum. The additional interest will increase by an
additional 0.25% per annum with respect to each 90-day period until the exchange offer is
consummated, up to a maximum of 1.00% per annum.

Deutsche Bank Trust Company Americas is the exchange agent with regard to the exchange offer. The
Exchange agent
address and telephone number of the exchange agent is set forth in the section captioned "The
Exchange Offer--Exchange Agent."


6
10 of 268
7/29/2013 9:56 AM