Obligation Payoneer Holdings Inc. 2.85% ( US70450YAE32 ) en USD

Payoneer Holdings Inc.

100 % ▲

Etats-unis

US70450YAE32 ( en USD )

2.85% par an ( paiement semestriel )

30/09/2029

Prospectus brochure de l'obligation Paypal Holdings INC US70450YAE32 en USD 2.85%, échéance 30/09/2029

2 000 USD

1 500 000 000 USD

70450YAE3

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

01/04/2026 ( Dans 155 jours )

PayPal Holdings, Inc. est une entreprise de technologie financière mondiale fournissant des services de paiement en ligne, des transferts d'argent et des solutions de financement pour les consommateurs et les entreprises.

L'Obligation émise par Payoneer Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US70450YAE32, paye un coupon de 2.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/09/2029

L'Obligation émise par Payoneer Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US70450YAE32, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Payoneer Holdings Inc. ( Etats-unis ) , en USD, avec le code ISIN US70450YAE32, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-233776
CALCULATION OF REGISTRATION FEE

Proposed maximum
Title of each class of
Amount to be
Proposed maximum
aggregate
Amount of
securities to be registered

registered

offering price

offering price
registration fee(1)(2)
2.200% Notes due 2022

$1,000,000,000

99.873%

$998,730,000

$121,046.08
2.400% Notes due 2024

$1,250,000,000

99.939%

$1,249,237,500

$151,407.59
2.650% Notes due 2026

$1,250,000,000

99.752%

$1,246,900,000

$151,124.28
2.850% Notes due 2029

$1,500,000,000

99.663%

$1,494,945,000

$181,187.33
Total

--

--

--

$604,765.28

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the "Securities Act").

(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" in the Company's Registration
Statement on Form S-3 (File No. 333-233776) in accordance with Rules 456(b) and 457(r) under the Securities Act.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 16, 2019)
$5,000,000,000

PAYPAL HOLDINGS, INC.
$1,000,000,000 2.200% Notes due 2022
$1,250,000,000 2.400% Notes due 2024
$1,250,000,000 2.650% Notes due 2026
$1,500,000,000 2.850% Notes due 2029

We are offering $1,000,000,000 of our 2.200% notes due 2022 (the "2022 notes"), $1,250,000,000 of our 2.400% notes due 2024 (the "2024 notes"), $1,250,000,000 of
our 2.650% notes due 2026 (the "2026 notes") and $1,500,000,000 of our 2.850% notes due 2029 (the "2029 notes" and, together with the 2022 notes, the 2024 notes
and the 2026 notes, the "notes").
We will pay interest on the 2022 notes semi-annually in arrears on March 26 and September 26 of each year, beginning on March 26, 2020, and semi-annually in
arrears on April 1 and October 1 of each year, beginning on April 1, 2020, for the 2024 notes, the 2026 notes and the 2029 notes. The 2022 notes will mature on
September 26, 2022, the 2024 notes will mature on October 1, 2024, the 2026 notes will mature on October 1, 2026 and the 2029 notes will mature on October 1, 2029.
We may redeem the notes in whole or in part at any time or from time to time at the redemption prices described under "Description of Notes--Optional Redemption."
Upon a Change of Control Repurchase Event, we may be required to make an offer to repurchase all outstanding notes as described under "Description of Notes--
Change of Control Repurchase Event."
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other senior unsecured obligations from time to time
outstanding. The notes will be issued only in registered book-entry form and in denominations of $2,000 and integral multiples of $1,000 thereafter. The notes will not
be listed on any securities exchange. Currently, there is no public market for any series of the notes.
Investing in the notes involves certain risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement and in the documents incorporated by
reference herein for a discussion of certain risks that you should consider in connection with an investment in the notes.
Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined
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if this prospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

Public Offering Price(1)

Underwriting Discount

Proceeds, Before Expenses, to Us

Per Note
Total

Per Note
Total

Per Note

Total

2.200% Notes due 2022
99.873%
$ 998,730,000

0.25%
$ 2,500,000

99.623%
$
996,230,000
2.400% Notes due 2024
99.939%
$1,249,237,500

0.35%
$ 4,375,000

99.589%
$
1,244,862,500
2.650% Notes due 2026
99.752%
$1,246,900,000

0.40%
$ 5,000,000

99.352%
$
1,241,900,000
2.850% Notes due 2029
99.663%
$1,494,945,000

0.45%
$ 6,750,000

99.213%
$
1,488,195,000

Total

--
$4,989,812,500

--
$18,625,000

--

$
4,971,187,500

(1)
Plus accrued interest, if any, from September 26, 2019.
The notes will be ready for delivery in book-entry form, only through the facilities of The Depository Trust Company for the accounts of its participants, which may
include Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York, on or
about September 26, 2019, which will be the fifth business day following the date of this prospectus supplement (such settlement being referred to as "T+5"). Pursuant
to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers of the notes who wish to trade the notes prior to the second business day preceding the settlement date will be
required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed
settlement and should consult their own advisors.

Joint Book-Running Managers

Goldman Sachs & Co. LLC

J.P. Morgan

Morgan Stanley

BNP PARIBAS

BofA Merrill Lynch

HSBC

MUFG
Co-Managers

Citigroup

Deutsche Bank Securities

Wells Fargo Securities
Academy Securities

Barclays

Mizuho Securities
nabSecurities, LLC

RBC Capital Markets

Scotiabank
Standard Chartered Bank

TD Securities

The Williams Capital Group, L.P.

Westpac Capital Markets LLC

The date of this prospectus supplement is September 19, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-iii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-iii
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-6
USE OF PROCEEDS
S-10
CAPITALIZATION
S-11
DESCRIPTION OF NOTES
S-12
U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
S-25
UNDERWRITING (CONFLICTS OF INTEREST)
S-28
LEGAL MATTERS
S-34
EXPERTS
S-34
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Base Prospectus

ABOUT THIS PROSPECTUS

ii
WHERE YOU CAN FIND MORE INFORMATION

iii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

iii
FORWARD-LOOKING STATEMENTS

iv
THE COMPANY

1
RISK FACTORS

1
USE OF PROCEEDS

1
DESCRIPTION OF SECURITIES

1
DESCRIPTION OF CAPITAL STOCK

2
DESCRIPTION OF DEPOSITARY SHARES

6
DESCRIPTION OF DEBT SECURITIES

9
DESCRIPTION OF WARRANTS

18
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS

21
PLAN OF DISTRIBUTION

22
LEGAL MATTERS

23
EXPERTS

23

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus are each part of an automatic shelf registration statement on Form S-3 that we
filed with the Securities and Exchange Commission (the "SEC"), as a "well-known seasoned issuer" as defined in Rule 405 of the Securities Act of 1933,
as amended (the "Securities Act"). Under the shelf registration process, we may from time to time offer and sell to the public any or all of the debt
securities described in the registration statement in one or more offerings. This document is in two parts. The first part, which is this prospectus
supplement, describes the specific terms of the notes we are offering and other matters relating to us. The second part, which is the accompanying
prospectus, gives more general information about the various securities we may offer from time to time, some of which may not apply to the notes offered
by this prospectus supplement. Generally when we refer to the "prospectus supplement," we are referring to both parts combined. This prospectus
supplement may add to, update or change the information in the accompanying prospectus. To the extent there is a conflict between the information
contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or any document incorporated by
reference therein, on the other hand, you should rely on the information contained in this prospectus supplement.
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus prepared by or on behalf of us or to which we have
referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may
give you. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer or sale of such securities is not
permitted. You should not assume that the information contained in this prospectus supplement and the accompanying prospectus or any free writing
prospectus prepared by or on behalf of us to which we have referred you is accurate on any date subsequent to the date set forth on the front of the
document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by
reference, even though this prospectus supplement and the accompanying prospectus or any such free writing prospectus is delivered or the notes offered
hereby are sold on a later date. Our business, financial condition, results of operations, cash flows and prospects may have changed since those dates.
Information that we file with the SEC subsequent to the date on the cover of this prospectus supplement, and prior to the completion of the offering of the
notes, will automatically update and supersede the information contained in this prospectus supplement and the accompanying prospectus. See "Where You
Can Find More Information" and "Incorporation of Certain Documents by Reference."
The distribution of this prospectus supplement and the accompanying prospectus or any free writing prospectus prepared by or on behalf of us
to which we have referred you and the offering of the notes in certain jurisdictions may be restricted by law. Persons into whose possession this prospectus
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supplement and the accompanying prospectus or any such free writing prospectus come should inform themselves about and observe any such restrictions.
This prospectus supplement and the accompanying prospectus or any such free writing prospectus do not constitute, and may not be used in connection
with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
Unless otherwise stated or the context otherwise requires, references in this prospectus supplement to "the Company," "PayPal," "we," "our,"
"ours" and "us" are to PayPal Holdings, Inc. and its wholly-owned subsidiaries. However, in the "Description of Notes," "Risk Factors" and related
summary sections of this prospectus supplement, references to "the Company," "PayPal," "we," "our," "ours" and "us" are to PayPal Holdings, Inc. and not
to any of its subsidiaries.

S-ii
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet site at
http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically. We maintain an
internet site at http://www.paypal.com where information about us, including SEC filings, is also available free of charge. However, the information on, or
accessible through, our internet site is not incorporated by reference in this prospectus supplement and the accompanying prospectus and you should not
consider it a part of this prospectus supplement or the accompanying prospectus. Reference to our internet site is made as an inactive textual reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus supplement and the accompanying prospectus the information in other
documents that we file with it. This means that we can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus supplement, and information in documents that we file later with the SEC will
automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus supplement. We
incorporate by reference in this prospectus supplement and the accompanying prospectus the documents listed below and any future filings that we may
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the notes that are part of this offering have been sold or this
offering has been terminated; provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished
and not filed in accordance with SEC rules (including Items 2.02 and 7.01 of Form 8-K):

·
Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 7, 2019 (the financial

statements and the related audit report have been superseded by the financial statements and related audit report included in the Form
8-K filed on September 16, 2019);

·
Portions of the Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 10, 2019, that are incorporated by reference

into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 7, 2019;

·
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019, filed with the SEC on April 25, 2019 and

July 25, 2019, respectively; and

·
Current Reports on Form 8 K, filed with the SEC on January 18, 2019, February 21, 2019, May 24, 2019, June 20, 2019,

September 12, 2019 and September 16, 2019.
You may obtain a copy of any or all of the documents referred to above which may have been or may be incorporated by reference into this
prospectus supplement, except for exhibits to those documents (unless the exhibits are specifically incorporated by reference into those documents) at no
cost to you by writing or telephoning us at the following address: PayPal Holdings, Inc., Investor Relations, 2211 North First Street, San Jose, California
95131, telephone (408) 967-1000.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference therein contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements that involve expectations,
plans or intentions (such as those relating to future business, future results of operations or financial condition, new or planned features or services, or
management strategies). These forward-looking statements can be identified by words such as

S-iii
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Table of Contents
"may," "will," "would," "should," "could," "expect," "anticipate," "believe," "estimate," "intend," "strategy," "future," "opportunity," "plan," "project,"
"forecast" and other similar expressions. These forward-looking statements involve risks and uncertainties that could cause our actual results and financial
condition to differ materially from those expressed or implied in our forward-looking statements.
Such risks and uncertainties include, among others, those discussed under "Risk Factors" in this prospectus supplement, in our Annual Report on
Form 10-K for the year ended December 31, 2018, in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019, as
well as in our unaudited condensed consolidated financial statements, related notes, and the other information appearing elsewhere in our filings with the
SEC. We do not intend, and undertake no obligation, to update any of our forward-looking statements after the date of this prospectus supplement to reflect
actual results or future events or circumstances, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements. We claim the protection of the safe harbor for forward-looking statement contained in the Private Securities
Litigation Reform Act of 1995 for all forward-looking statements.

S-iv
Table of Contents
SUMMARY
The following summary highlights information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. It does not contain all of the information that you should consider before investing in the notes. You should carefully read
this entire prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus and any applicable free writing prospectus prior to making your investment decision.
The Company
We are a leading technology platform and digital payments company that enables digital and mobile payments on behalf of consumers
and merchants worldwide. We are committed to democratizing financial services and empowering people and businesses to join and thrive in the
global economy. Our goal is to enable our consumers and merchants to manage and move their money anywhere in the world, anytime, on any
platform and using any device. Our combined payment solutions, including our PayPal, PayPal Credit, Braintree, Venmo, Xoom and iZettle products,
compose our proprietary Payments Platform.
Our service enables our customers to send and receive payments. We operate a two-sided network where both merchants and consumers
have PayPal accounts with stored balance functionality. Since we serve as a proprietary payment method that is accepted by merchants, we are more
than a connection to third-party payment networks. Our service enables the completion of payments on our Payments Platform on behalf of our
customers. We offer our customers the flexibility to use their accounts to purchase and receive payment for goods and services, as well as to transfer
and withdraw funds. We enable consumers to exchange funds more safely with merchants using a variety of funding sources, which may include a
bank account, a PayPal account balance, a PayPal Credit account, a credit or debit card, or other stored value products such as coupons and gift cards.
Our PayPal, Venmo and Xoom products also make it safer and simpler for friends and family to transfer funds to each other. We offer merchants an
end-to-end payments solution that provides authorization and settlement capabilities, as well as instant access to funds. We help merchants connect
with their customers and manage risk. We enable consumers to engage in cross-border shopping and merchants to extend their global reach while
reducing the complexity and friction involved in enabling overseas and cross-border trade.
We earn revenues primarily by charging fees for completing payment transactions for our customers and other payment-related services
that are typically based on the volume of activity processed on our Payments Platform. Generally, we do not charge consumers to fund or draw from
their accounts; however, we generate revenue from consumers on fees charged for foreign currency exchange. We also earn revenue by providing
other value added services which comprise revenue earned through partnerships, our PayPal Credit products, subscription fees, gateway services, and
other services that we provide to our merchants and consumers. Our gateway services, which include our Payflow Gateway services and Braintree
Gateway services, provide the technology that links a merchant's website to its processing network and merchant account and enables merchants to
accept payments online with credit or debit cards.
We were incorporated under the laws of the State of Delaware in January 2015. Our principal executive offices are located at 2211 North
First Street, San Jose, California 95131 and our telephone number is (408) 967-1000. Our website address is www.paypal.com. Information contained
on, or accessible through, our website is not incorporated by reference into this prospectus supplement or the accompanying prospectus, and you
should not consider information contained on, or accessible through, our website as part of this prospectus supplement or the accompanying
prospectus. Reference to our website is made as an inactive textual reference.
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S-1
Table of Contents
Recent Developments
On September 11, 2019, we entered into new credit agreements that provide for an unsecured $5.0 billion five-year revolving credit
facility (our "New Revolving Credit Facility") and an unsecured $1.0 billion 364-day revolving credit facility (our "364-Day Credit Facility" and,
together with our New Revolving Credit Facility, our "New Credit Facilities"). We may, subject to the agreement of the applicable lenders and
satisfaction of specified conditions, increase the commitments under our New Revolving Credit Facility by up to $2.0 billion. Subject to certain
conditions, we may also designate one or more of our subsidiaries as additional borrowers under our New Credit Facilities. As of September 11, 2019,
no amounts were outstanding under our New Credit Facilities.
On September 11, 2019, we terminated our existing revolving credit facility (our "Existing Revolving Credit Facility"). We will pay off
all amounts outstanding under, and terminate, our existing 364-day credit facility (our "Existing 364-Day Credit Facility" and, together with our
Existing Revolving Credit Facility, our "Existing Credit Facilities") with a portion of the net proceeds from this offering.

S-2
Table of Contents
The Offering
The following description of certain provisions of the notes offered hereby is not complete, does not contain all the information that is
important to you and is subject to, and qualified in its entirety by reference to, the information appearing in this prospectus supplement under the
caption "Description of Notes" and in the accompanying prospectus under the caption "Description of Debt Securities."

Issuer
PayPal Holdings, Inc.
Securities Offered
$1,000,000,000 aggregate principal amount of 2.200% notes due 2022
$1,250,000,000 aggregate principal amount of 2.400% notes due 2024
$1,250,000,000 aggregate principal amount of 2.650% notes due 2026
$1,500,000,000 aggregate principal amount of 2.850% notes due 2029
Maturity
2022 notes -- September 26, 2022
2024 notes -- October 1, 2024
2026 notes -- October 1, 2026
2029 notes -- October 1, 2029
Interest Rates
2022 notes -- 2.200% per annum
2024 notes -- 2.400% per annum
2026 notes -- 2.650% per annum
2029 notes -- 2.850% per annum
Interest Payment Dates
Interest will be paid on the 2022 notes on March 26 and September 26 of each year,
beginning on March 26, 2020, and on April 1 and October 1 of each year, beginning on
April 1, 2020, for the 2024 notes, the 2026 notes and the 2029 notes.
Use of Proceeds
We intend to use a portion of the net proceeds from this offering to repay outstanding
borrowings under our Existing 364-Day Credit Facility and the remainder for general
corporate purposes, which may include funding the repayment or redemption of
outstanding debt, share repurchases, ongoing operations, capital expenditures and
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possible acquisitions of businesses or assets or strategic investments. See "Use of
Proceeds" in this prospectus supplement.
Conflicts of Interest
Certain of the underwriters and/or their respective affiliates are lenders under our
Existing Credit Facilities and our New Credit Facilities. Certain of these underwriters
and/or their affiliates will receive a portion of the net proceeds from this offering upon
the repayment of our Existing 364-Day Credit Facility as described under "Use of
Proceeds." Because more than 5% of the net proceeds of this offering may be received
by certain of these underwriters and/or their affiliates, this offering is being conducted in
compliance with the provisions of Rule 5121 of the

S-3
Table of Contents
Financial Industry Regulatory Authority, Inc. ("FINRA"). See "Underwriting (Conflicts
of Interest)--Conflicts of Interest" in this prospectus supplement.
Optional Redemption
We may redeem the notes in whole or in part at any time or from time to time at the
redemption prices described under "Description of Notes--Optional Redemption" in
this prospectus supplement.
Change of Control Repurchase Event
Upon the occurrence of both (1) a change of control of us and (2) a downgrade of the
notes below an investment grade rating by each of Fitch Inc. and Standard & Poor's
Ratings Services within a specified period, unless we have previously exercised our
optional redemption right with respect to a series of notes in whole, we will be required
to offer to repurchase each series of notes at a price equal to 101% of the then
outstanding principal amount, plus accrued and unpaid interest, if any, to, but not
including, the date of repurchase. See "Description of Notes--Change of Control
Repurchase Event" in this prospectus supplement.
Covenants
We will issue the notes under an indenture with Wells Fargo Bank, National
Association, as trustee. The indenture includes certain covenants, including limitations
on our ability to:

· ?create liens on our assets;

· ?enter into sale and leaseback transactions; and

· ?merge or consolidate with another entity.

These covenants are subject to a number of important exceptions, limitations and
qualifications that are described under "Description of Notes--Certain Covenants" in
this prospectus supplement and in the indenture.
Ranking
The notes will be our unsecured and unsubordinated obligations and will rank equally in
right of payment with all of our unsecured and unsubordinated obligations from time to
time outstanding. The notes will be effectively subordinated in right of payment to any
secured indebtedness to the extent of the value of the assets securing such indebtedness.
The notes will also be structurally subordinated in right of payment to any indebtedness
and other liabilities of our subsidiaries. See "Description of Notes--Ranking" in this
prospectus supplement.
U.S. Federal Income Tax Consequences
You should consult your tax advisor with respect to the U.S. federal income tax
consequences of owning the notes in light of your own particular situation and with
respect to any tax consequences arising under the laws of any state, local, foreign or
other taxing jurisdiction. See "U.S. Federal Income Tax Considerations For Non-U.S.
Holders."
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S-4
Table of Contents
Additional Issues
We may create and issue additional notes with the same terms (except for the issue date,
the offering price and, under certain circumstances, the first interest payment date) as
one or more series of the notes so that such additional notes shall be consolidated and
form a single series with the notes of the corresponding series; provided that if such
notes are not fungible with the notes of the applicable series of the notes offered hereby
for U.S. federal income tax purposes, such additional notes shall have one or more
separate CUSIP numbers.
Listing
The notes are new issues of securities with no established trading market. The notes are
not, and are not expected to be, listed on any national securities exchange or included in
any automated dealer quotation system. See "Risk Factors--Active trading markets for
the notes may not develop" in this prospectus supplement.
Denominations
The notes will be issued in minimum denominations of $2,000 and any integral multiple
of $1,000 in excess thereof.
DTC Eligibility
The notes of each series will initially be issued fully registered in book-entry form and
will be represented by one or more global notes deposited with, or on behalf of, The
Depository Trust Company ("DTC") and registered in the name of Cede & Co., as the
nominee of DTC. See "Description of Notes--Book Entry System" in this prospectus
supplement.
Trustee
Wells Fargo Bank, National Association.
Governing Law
The indenture governing the notes and each series of notes will be governed by, and
construed in accordance with, the laws of the State of New York.
Risk Factors
You should consider carefully all the information set forth and incorporated by reference
in this prospectus supplement and the accompanying prospectus and, in particular, you
should evaluate the specific factors set forth under the heading "Risk Factors" beginning
on page S-6 of this prospectus supplement, in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2018 and in our Quarterly Reports on Form 10-Q for
the fiscal quarters ended March 31, 2019 and June 30, 2019, as well as the other
information contained or incorporated herein by reference, before investing in any of the
notes offered hereby.

S-5
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RISK FACTORS
Investing in the notes involves risks. Before making a decision to invest in the notes, you should carefully consider the risks related to the
notes set forth below, as well as the risk factors related to our business and operations described in Part I, Item 1A of our most recent Annual Report on
Form 10-K under the heading "Risk Factors" and updated in Part II, Item 1A of our Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 2019 and June 30, 2019 under the heading "Risk Factors," which are incorporated by reference in this prospectus supplement and the
accompanying prospectus. See "Where You Can Find More Information" in this prospectus supplement and the accompanying prospectus.
Risks Related to the Notes
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The notes will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
A significant portion of our operations are conducted through our subsidiaries. None of our subsidiaries are guarantors of the notes. As a
result, our right to receive assets upon the liquidation or recapitalization of any of our subsidiaries, and your consequent right to benefit from our receipt of
those assets, will be subject to the claims of such subsidiary's creditors. Accordingly, the notes are structurally subordinated to all indebtedness and other
liabilities, including trade payables, of our subsidiaries. Even if we were recognized as a creditor of one or more of our subsidiaries, our claims would still
be structurally subordinated to any security interests in or other liens on the assets of any such subsidiary and to any indebtedness or other liabilities of any
such subsidiary senior to our claims.
In addition, we derive a significant portion of our revenues from our subsidiaries. As a result, our cash flow and our ability to service our
debt and other obligations, including the notes, will depend on the results of operations of our subsidiaries and upon the ability of our subsidiaries to
provide us with cash to pay amounts due on our obligations, including the notes. Our subsidiaries are separate and distinct legal entities and have no
obligation to make payments on the notes or to make funds available to us for that purpose. In addition, dividends, loans or other distributions from our
subsidiaries to us are dependent upon results of operations of our subsidiaries, may be subject to contractual and other restrictions, may be subject to tax or
other laws limiting our ability to repatriate funds from foreign subsidiaries and may be subject to other business considerations.
The notes will be unsecured and therefore will be effectively subordinated to any secured indebtedness that we currently have or that we may
incur.
The notes will not be secured by any of our assets. As a result, the notes will be effectively subordinated to any secured debt we or our
subsidiaries currently have or may incur to the extent of the value of the assets securing such debt. As of the date of this prospectus supplement, we have no
secured indebtedness outstanding.
In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our secured debt may assert rights against the
assets pledged to secure that debt in order to receive full payment of their debt before the assets may be used to pay other creditors, including the holders
of the notes. Holders of the notes will participate in our remaining assets ratably with all of our unsecured and unsubordinated creditors, including our trade
creditors. If we incur any additional obligations that rank equally with the notes, including trade payables, the holders of those obligations will be entitled
to share ratably with the holders of the notes in any proceeds distributed upon our insolvency, liquidation, reorganization, dissolution or other winding up.
This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to pay all these creditors, all or a
portion of the notes then outstanding would remain unpaid.

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We may still incur substantially more debt or take other actions which would intensify the risks discussed above.
We and our subsidiaries may be able to incur substantial additional debt in the future, subject to the restrictions contained in our future debt
instruments, if any, some of which may be secured debt. We will not be restricted under the terms of the indenture governing the notes from incurring
additional debt, including secured debt, recapitalizing our debt or taking a number of other actions that are not limited by the terms of the indenture
governing the notes that could have the effect of diminishing our ability to make payments on the notes when due.
The indenture governing the notes only provides limited protection against significant corporate events and other actions we may take that could
adversely impact your investment in the notes.
The indenture governing the notes contains only limited protections for holders of the notes. The indenture does not contain financial
covenants or restrictions on debt incurrence by us or our subsidiaries. In addition, the covenants in the indenture restricting our ability to create liens on our
assets, enter into sale and leaseback transactions and merge or consolidate with another entity are subject to a number of important exceptions, limitations
and qualifications that are described under "Description of Notes--Certain Covenants" in this prospectus supplement, under "Description of Notes--
Consolidation, Merger or Sale" in the accompanying prospectus and in the indenture.
An increase in market interest rates could result in a decrease in the market value of the notes.
In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest generally decline in market value, and
increases in market interest rates may also adversely affect the market value of fixed rate debt securities. Consequently, if you purchase notes in this
offering and market interest rates increase, the market values of the notes may decline. We cannot predict the future level of market interest rates.
Active trading markets for the notes may not develop.
The notes are new issues of securities with no established trading markets. We do not intend to apply for listing of the notes on any securities
exchange. We cannot assure you trading markets for the notes will develop or of the ability of holders of the notes to sell their notes or of the prices at
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which holders may be able to sell their notes. Future trading prices of the notes will depend on many factors, including prevailing interest rates, our
financial condition and results of operations, the then-current ratings assigned to the notes and the market for similar securities. The underwriters have
advised us that they currently intend to make a market in each series of the notes. However, the underwriters are not obligated to do so, and any market-
making with respect to the notes may be discontinued, in their sole discretion, at any time without notice. If no active trading markets develop, you may be
unable to resell the notes at any price or at their fair market value.
If trading markets do develop, changes in our ratings or the financial markets could adversely affect the market prices of the notes.
The market prices of the notes will depend on many factors, including, but not limited to, the ratings on our debt securities assigned by rating
agencies, the time remaining until maturity of the notes, our results of operations, financial condition and prospects and the condition of the financial
markets. The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could
have an adverse effect on the market prices of the notes.
Rating agencies continually review the ratings they have assigned to companies and debt securities. Negative changes in the ratings assigned
to us or our debt securities could have an adverse effect on the market prices of the notes.

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Our credit ratings may not reflect all risks of your investments in the notes and may be revised or withdrawn.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in
our credit ratings will generally affect the market value of the notes. These credit ratings may not reflect the potential impact of risks relating to the
structure or marketing of the notes. Agency ratings are not a recommendation to buy, sell or hold any security, are limited in scope and do not address all
material risks relating to our investments in the security. There can be no assurance that such ratings will remain in effect for any given period of time or
that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency's judgment, circumstances so
warrant. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a
downgrade, could affect the market value and liquidity of the notes and possibly increase our corporate borrowing costs.
Optional redemption may adversely affect your return on the notes.
We have the right to redeem some or all of the notes prior to maturity. We may redeem these notes at times when prevailing interest rates
may be relatively low. Accordingly, you may not be able to reinvest the amount received upon a redemption in a comparable security at an effective
interest rate as high as that of the notes.
The Change of Control Repurchase Event provision in the notes provides only limited protection against significant events that could negatively
impact the value of your notes.
As described under "Description of Notes--Change of Control Repurchase Event," upon the occurrence of a Change of Control Repurchase
Event, unless we have previously exercised our optional redemption right with respect to a series of notes in whole, we will be required to offer to
repurchase each series of notes at a price equal to 101% of the then outstanding principal amount, plus accrued and unpaid interest, if any, to, but not
including, the date of repurchase. However, the definition of the term "Change of Control Repurchase Event" is limited and does not cover a variety of
transactions (such as certain acquisitions, recapitalizations or "going private" transactions) that could negatively impact the value of your notes. For a
Change of Control Repurchase Event to occur, there must be both a Change of Control and a ratings downgrade to below investment grade by each of the
Rating Agencies. As such, if we enter into a significant corporate transaction that negatively impacts the value of your notes, but which does not constitute
a Change of Control Repurchase Event, you would not have any rights to require us to repurchase the notes prior to their maturity or to otherwise seek any
remedies.
You may not be able to determine when a Change of Control has occurred and may not be able to require us to purchase the notes as a result of a
change in the composition of the directors on our board.
As described under "Description of Notes--Change of Control Repurchase Event," the definition of Change of Control, which is a condition
precedent to a Change of Control Repurchase Event, includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of "all
or substantially all" of our assets and those of our subsidiaries, taken as a whole. There is no precisely established definition of the phrase "substantially all"
under applicable law. Accordingly, your ability to require us to repurchase your notes as a result of a sale, transfer, conveyance or other disposition of less
than all of our assets and the assets of our subsidiaries, taken as a whole, to another person or group may be uncertain. See "Description of Notes--Change
of Control Repurchase Event" in this prospectus supplement.

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