Obligation TransAltaCorp 1.9% ( US89346DAG25 ) en USD

TransAltaCorp

100 % ⇌

Canada

US89346DAG25 ( en USD )

1.9% par an ( paiement semestriel )

03/06/2017 - Obligation échue

Prospectus brochure de l'obligation TransAlta US89346DAG25 en USD 1.9%, échue

2 000 USD

400 000 000 USD

89346DAG2

BBB- ( Qualité moyenne inférieure )

Ba1 ( Spéculatif )

TransAlta est une société canadienne d'énergie renouvelable et d'énergie propre qui génère, détient et exploite des centrales électriques à partir de sources diverses, notamment l'énergie éolienne, l'hydroélectricité, le gaz naturel et le charbon.

L'Obligation émise par TransAltaCorp ( Canada ) , en USD, avec le code ISIN US89346DAG25, paye un coupon de 1.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/06/2017

L'Obligation émise par TransAltaCorp ( Canada ) , en USD, avec le code ISIN US89346DAG25, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par TransAltaCorp ( Canada ) , en USD, avec le code ISIN US89346DAG25, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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SUPPL 1 a2220363zsuppl.htm SUPPL
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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to General Instruction II.L of Form F-10
File No. 333-185157
PROSPECTUS SUPPLEMENT
(To short form base shelf prospectus dated December 7, 2012)
1.900% Senior Notes due 2017
The Notes (as hereinafter defined) will bear interest at the rate of 1.900% per annum. Interest on the Notes is payable on June 3 and
December 3 of each year, beginning on December 3, 2014. The Notes will mature on June 3, 2017.
We may redeem some or all of the Notes at any time at the redemption prices described in this Prospectus Supplement (as hereinafter
defined). We will also have the option to redeem the Notes in whole and not in part at 100% of the aggregate principal amount of the Notes,
plus accrued interest to the date of redemption, in the event of certain changes to Canadian withholding tax laws or the enforcement or
interpretation thereof.
We will be required to make an offer to repurchase the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid
interest to the date of repurchase, upon the occurrence of a Change of Control Triggering Event (as hereinafter defined). See "Description of
the Notes -- Repurchase Upon Change of Control Triggering Event".
The Notes will be our direct unsecured obligations and will rank equally and ratably with all of our other unsubordinated and unsecured
indebtedness.
Investing in the Notes involves risks. See "Risk Factors" in this Prospectus Supplement beginning on page S-4 and under the
heading "Risk Factors" beginning on page 26 of the accompanying Prospectus (as hereinafter defined).

Per Senior Note
Total

Public Offering Price(1)

99.887% US$
399,548,000
Underwriting
Commission

0.450% US$
1,800,000
Proceeds to TransAlta (before expenses)(1)

99.437% US$
397,748,000
(1)
The public offering price of the Notes will also include accrued interest, if any, from June 3, 2014 to the date of delivery.
The Notes will not be listed on any securities exchange or quotation system and, consequently, there is no market through which
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these securities may be sold and purchasers may not be able to resell securities purchased under this Prospectus Supplement.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") OR ANY UNITED STATES STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY
UNITED STATES STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
This offering is made by a Canadian issuer that is permitted, under the multijurisdictional disclosure system adopted by the
United States, to prepare this Prospectus Supplement and the accompanying Prospectus in accordance with Canadian disclosure
requirements. Prospective investors should be aware that such requirements are different from those of the United States. The
financial statements incorporated by reference herein have been prepared in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board ("IFRS") and they are subject to Canadian auditing and
auditor independence standards. As a result, such financial statements may not be comparable to financial statements of
United States companies.
Prospective investors should be aware that the acquisition of the securities described in this Prospectus Supplement and the
accompanying Prospectus may have tax consequences both in the United States and Canada. Such tax consequences for investors
who are resident in, or citizens of, the United States may not be described fully in this Prospectus Supplement or the accompanying
Prospectus. You should read the tax discussion under "Certain Income Tax Considerations".
The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact
that we are incorporated and organized under the laws of Canada, that most of our officers and directors are residents of Canada,
that some or all of the underwriters or experts named in this Prospectus Supplement are residents of Canada, and that a substantial
portion of our assets and the assets of said persons are located outside the United States.
The earnings coverage ratio on long term debt for the twelve month period ended December 31, 2013 is less than one-to-one and,
since the Corporation had a loss for such period, the coverage ratio is negative. See "Earnings Coverage".
The Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company ("DTC") and its
direct and indirect participants on or about June 3, 2014.
Joint Book-Running Managers
BofA Merrill Lynch

HSBC
Co-Managers
Citigroup

Mitsubishi UFJ Securities
RBS
May 29, 2014
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IMPORTANT NOTICE ABOUT INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this prospectus supplement (this "Prospectus Supplement"), which describes the
specific terms of the senior notes (the "Notes") we are offering and also adds to and updates certain information contained in the short form
base shelf prospectus of the Corporation dated December 7, 2012 (the "Prospectus") and the documents incorporated by reference into this
Prospectus Supplement or the accompanying Prospectus. The second part, the accompanying Prospectus, gives more general information.
Defined terms used in this Prospectus Supplement that are not defined herein have the meanings ascribed thereto in the
accompanying Prospectus.
Except as set forth under "The Offering" and "Description of the Notes" in this Prospectus Supplement or under "Description of Debt
Securities" in the accompanying Prospectus, and unless the context otherwise requires, all references in this Prospectus Supplement to
"TransAlta", the "Corporation", "we", "us" and "our" mean TransAlta Corporation and its consolidated subsidiaries including any
consolidated partnerships of which the Corporation or any of its subsidiaries are partners.
If the description of the Notes varies between this Prospectus Supplement and the accompanying Prospectus, you should rely
on the information in this Prospectus Supplement.
You should rely on the information contained in or incorporated by reference into this Prospectus Supplement and the
accompanying Prospectus and any term sheet or other free writing prospectus for this offering that we file with the securities
regulatory authorities in Canada or the SEC. We have not, and the underwriters have not, authorized anyone to provide you with
different or additional information. We are not, and the underwriters are not, making an offer to sell the Notes in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information appearing in this Prospectus Supplement or the
accompanying Prospectus is accurate as of any date other than the date on the front of this Prospectus Supplement.
In this Prospectus Supplement, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in
Canadian dollars. "U.S. dollars" or "US$" means the lawful currency of the United States. Unless otherwise indicated, all financial
information included and incorporated by reference in this Prospectus Supplement and the accompanying Prospectus is determined using
IFRS. Therefore, our consolidated financial statements incorporated by reference in this Prospectus Supplement and the accompanying
Prospectus, copies of which are available on SEDAR at www.sedar.com and on the SEC's website at www.sec.gov, may not be
comparable to financial statements of U.S. companies prepared in accordance with U.S. generally accepted accounting principles.
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TABLE OF CONTENTS

Page
Prospectus Supplement
EXCHANGE RATE INFORMATION

i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

i
DOCUMENTS INCORPORATED BY REFERENCE

ii
MARKETING MATERIALS

iii
WHERE YOU CAN FIND MORE INFORMATION

iv
THE OFFERING

S-1
TRANSALTA CORPORATION

S-3
RISK FACTORS

S-4
USE OF PROCEEDS

S-5
CHANGES IN CONSOLIDATED CAPITALIZATION

S-5
DESCRIPTION OF THE NOTES

S-5
EARNINGS COVERAGE
S-11
CERTAIN INCOME TAX CONSIDERATIONS
S-11
UNDERWRITING (CONFLICTS OF INTEREST)
S-14
LEGAL MATTERS
S-16
EXPERTS
S-17
Prospectus
ABOUT THIS PROSPECTUS

1
DOCUMENTS INCORPORATED BY REFERENCE

2
CERTAIN AVAILABLE INFORMATION

4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

4
TRANSALTA CORPORATION

5
USE OF PROCEEDS

6
CHANGES IN CONSOLIDATED CAPITALIZATION

7
EARNINGS COVERAGE RATIOS

8
DESCRIPTION OF SHARE CAPITAL

9
DESCRIPTION OF WARRANTS

11
DESCRIPTION OF SUBSCRIPTION RECEIPTS

12
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DESCRIPTION OF DEBT SECURITIES

13
PRIOR SALES

27
MARKET FOR COMMON SHARES

28
CERTAIN INCOME TAX CONSIDERATIONS

30
PLAN OF DISTRIBUTION

30
RISK FACTORS

31
LEGAL MATTERS

31
EXPERTS

31
INTEREST OF EXPERTS

31
AUDITORS, TRANSFER AGENT AND REGISTRAR

31
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

32
ENFORCEMENT OF CIVIL LIABILITIES

32
CONSENT OF ERNST & YOUNG LLP

33
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EXCHANGE RATE INFORMATION
The following table sets forth certain rates of exchange for the Canadian dollar based on the noon buying rate as provided by the Bank
of Canada (the "noon buying rate"). These rates are set forth as U.S. dollars per $1.00 and are the inverse of rates quoted by the Bank of
Canada for Canadian dollars per US$1.00. On May 29, 2014, the inverse of the noon buying rate was US$0.9228 equals $1.00.
Three Months Ended
Year Ended

March 31,

December 31,

2014

2013

2012

2011

High
for
period
US$
0.9422 US$
1.0164 US$
1.0299 US$
1.0583
Low
for
period
US$
0.8888 US$
0.9348 US$
0.9599 US$
0.9430
Rate at end of period
US$
0.9047 US$
0.9402 US$
1.0166 US$
0.9833
Average rate for the
period(1)
US$
0.9064 US$
0.9710 US$
0.9977 US$
1.0110
(1)
The average of the inverse of the noon buying rate on the last day of each month during the applicable period.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus Supplement and the accompanying Prospectus contain both historical and forward-looking statements within the
meaning of Section 27A of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and Section 21E of the
United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). All forward-looking statements are based on
TransAlta's beliefs as well as assumptions based on information available at the time the assumption was made and on management's
experience and perception of historical trends, current conditions and expected further developments as well as other factors deemed
appropriate in the circumstances. Forward-looking statements are not facts, but only predictions and generally can be identified by the use
of statements that include phrases such as "may", "will", "believe", "expect", "anticipate", "intend", "plan", "foresee", "potential", "enable",
"continue" or other comparable terminology. These statements are not guarantees of TransAlta's future performance and are subject to risks,
uncertainties and other important factors that could cause TransAlta's actual performance to be materially different from those projected.
With respect to forward-looking statements contained in this Prospectus Supplement, we have made assumptions regarding, among
other things: our ability to close this offering on a timely basis and on the terms expected; fulfillment by the underwriters of their obligations
pursuant to the underwriting agreement; and that no event will occur which would allow the underwriters to terminate their obligations
under the underwriting agreement.
In particular, this Prospectus Supplement and the accompanying Prospectus contain forward-looking statements pertaining to the
following: the anticipated closing of the offering of the Notes and the use of the proceeds of the offering; the timing and the completion and
commissioning of projects under development, including major projects, and their attendant costs; expectations regarding the AESO's plans
for resolving regional constraints on Alberta's transmission system; spend on growth and sustaining capital and productivity projects;
expectations in terms of the cost of operations, capital spend, and maintenance, and the variability of those costs; the impact of certain
hedges on future reported earnings and cash flows; expectations related to future earnings and cash flow from operating and contracting
activities; estimates of fuel supply and demand conditions and the costs of procuring fuel; expectations for demand for electricity in both the
short term and long term, and the resulting impact on electricity prices; the impact of load growth, increased capacity, and natural gas costs
on power prices; expectations in respect of generation availability, capacity and production; expectations regarding the role different
energy sources will play in meeting future energy needs; expected financing of our capital expenditures; expected governmental regulatory
regimes and legislation and their expected impact on us and the timing of the implementation of such regimes and regulations, as well as the
cost of complying with resulting regulations and laws; our expectations relating to the FERC's approval of our California settlement and the
outcome of proceedings before the AUC; our trading strategies and the risk involved in these strategies; estimates of future tax rates, future
tax expense, and the adequacy of tax provisions; accounting estimates; anticipated growth rates in our markets; expectations for the outcome
of existing or
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potential legal and contractual claims, regulatory investigations, and disputes; expectations regarding the renewals of collective bargaining
agreements; expectations for the ability to access capital markets at reasonable terms; the estimated impact of changes in interest rates and
the value of the Canadian dollar relative to the U.S. dollar and other currencies in locations where we do business; the monitoring of our
exposure to liquidity risk; expectations in respect of the global economic environment and growing scrutiny by investors relating to
sustainability performance; our credit practices; the estimated contribution of Energy Trading activities to gross margin; and expectation
relating to the performance of TransAlta Renewables' assets.
Factors that may adversely impact the Corporation's forward-looking statements include risks relating to: fluctuations in market prices
and availability of fuel supplies required to generate electricity and in the price of electricity; the regulatory and political environments in
the jurisdictions in which the Corporation operates; environmental requirements and changes in, or liabilities under, these requirements;
changes in general economic conditions including interest rates; operational risks involving our facilities, including unplanned outages at
such facilities; disruptions in the transmission and distribution of electricity; effects of weather; disruptions in the source of fuels, water, or
wind required to operate the Corporation's facilities; natural disasters; the threat of terrorism and cyber-attacks; equipment failure; energy
trading risks; industry risk and competition; fluctuations in the value of foreign currencies and foreign political risks; need for additional
financing; structural subordination of securities; counterparty credit risk; insurance coverage; the Corporation's provision for income taxes;
legal and contractual proceedings involving the Corporation; reliance on key personnel; labour relations matters; and development projects
and acquisitions.
Readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place
undue reliance on these forward-looking statements. The forward-looking statements included in this document are made only as of the date
hereof and the Corporation does not undertake to publicly update these forward-looking statements to reflect new information, future events
or otherwise, except as required by applicable laws. In light of these risks, uncertainties and assumptions, the forward-looking events might
occur to a different extent or at a different time than the Corporation has described or might not occur. The Corporation cannot assure you
that projected results or events will be achieved. The foregoing risk factors, among others, including risks relating to the nature of the
Notes, are described in further detail under the heading "Risk Factors" in this Prospectus Supplement and in the accompanying Prospectus
and in the documents incorporated by reference into this Prospectus Supplement and the accompanying Prospectus, including the Annual
MD&A and the Annual Information Form (each as hereinafter defined).
DOCUMENTS INCORPORATED BY REFERENCE
Various documents are incorporated or deemed to be incorporated by reference into the accompanying Prospectus and reference
should be made to the accompanying Prospectus for full details. See "Documents Incorporated by Reference" in the accompanying
Prospectus. As of the date of this Prospectus Supplement, the following documents filed with the securities commissions or similar
authorities in each of the provinces of Canada and with the SEC are specifically incorporated by reference into and form an integral part of
this Prospectus Supplement and the accompanying Prospectus:
(a)
consolidated audited annual financial statements as at December 31, 2013 and 2012, which comprise the consolidated
statements of financial position as at December 31, 2013 and 2012 and the consolidated statements of earnings,
comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31,
2013, the notes thereto, the auditors' report thereon and the auditors' report on our internal control over financial reporting
(incorporated by reference to Exhibit 13.3 to our annual report on Form 40-F filed with the SEC on February 20, 2014, File
No. 001-15214);
(b)
management's discussion and analysis of financial condition and results of operations as at and for the year ended
December 31, 2013 ("Annual MD&A") (incorporated by reference to Exhibit 13.2 to our annual report on Form 40-F filed
with the SEC on February 20, 2014, File No. 001-15214);
(c)
annual information form dated February 20, 2014 (the "Annual Information Form") for the year ended December 31, 2013
(incorporated by reference to Exhibit 13.1 to our annual report on Form 40-F filed with the SEC on February 20, 2014, File
No. 001-15214);
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(d)
consolidated comparative interim unaudited financial statements as at and for the three-month period ended March 31, 2014
and 2013 and the notes thereto (incorporated by reference to Exhibit 13.1 to our report on Form 6-K filed with the SEC on
April 29, 2014, File No. 001-15214);
(e)
management's interim discussion and analysis of financial condition and results of operations as at and for the three-month
period ended March 31, 2014 (incorporated by reference to Exhibit 13.2 to our report on Form 6-K filed with the SEC on
April 29, 2014, File No. 001-15214);
(f)
management proxy circular dated March 10, 2014 prepared in connection with our annual and special meeting of
shareholders held on April 29, 2014 (incorporated by reference to Exhibit 99.1 to our report on Form 6-K/A filed with the
SEC on March 13, 2014, File No. 001-15214); and
(g)
the material change report dated February 26, 2014 (incorporated by reference to Exhibit 99.1 to our report on Form 6-K
filed with the SEC on February 26, 2014, File No. 001-15214).
Any documents of the type required to be incorporated by reference in a short form prospectus pursuant to National
Instrument 44-101 -- Short Form Prospectus Distributions ("NI 44-101") of the Canadian Securities Administrators, including any
documents of the type referred to above or under "Documents Incorporated by Reference" in the accompanying Prospectus, material change
reports (excluding confidential material change reports) and business acquisition reports we subsequently file with any securities
commissions or similar authorities in Canada after the date of this Prospectus Supplement and prior to the termination of any offering of the
Notes under this Prospectus Supplement shall be deemed to be incorporated by reference into this Prospectus Supplement and the
accompanying Prospectus. These documents are available through the internet on the System for Electronic Document Analysis and
Retrieval ("SEDAR"), which can be accessed at www.sedar.com. In addition, any similar documents we file with, or furnish to, the SEC
pursuant to Section 13(a) or 15(d) of the U.S. Exchange Act after the date of this Prospectus Supplement shall be deemed to be
incorporated by reference into this Prospectus Supplement or the accompanying Prospectus and the registration statement on Form F-10 of
which this Prospectus Supplement and the accompanying Prospectus form a part, if and to the extent expressly provided in such report. Our
reports on Form 6-K, and our annual reports on Form 40-F, are available on the SEC's website at www.sec.gov.
Any statement contained in this Prospectus Supplement or the accompanying Prospectus, or in a document incorporated or
deemed to be incorporated by reference herein or therein, shall be deemed to be modified or superseded for the purposes of this
Prospectus Supplement to the extent that a statement contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement
need not state that it has modified or superseded a prior statement or include any other information set forth in the document that
it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes
that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or
an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of
the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus Supplement.
Copies of the documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents) may be obtained on request without charge from the Vice-President, Legal and Corporate
Secretary of the Corporation at Box 1900, Station "M", 110-12th Avenue S.W., Calgary, Alberta, Canada T2P 2M1, Telephone
(403) 267-7110.
MARKETING MATERIALS
Any "template version" of any "marketing materials" (as such terms are defined under applicable Canadian securities laws) that are
utilized by the underwriters in connection with the offering of Notes are not part of this Prospectus Supplement and the accompanying
Prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement
contained in this Prospectus Supplement. Any template version of any marketing materials filed with Canadian securities regulators after
the date of this Prospectus Supplement and before the termination of the distribution of the Notes under the
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offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be
incorporated into this Prospectus Supplement and the accompanying Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC under the U.S. Securities Act a registration statement on Form F-10 relating to the Notes and of which this
Prospectus Supplement and the accompanying Prospectus form a part. This Prospectus Supplement and the accompanying Prospectus do not
contain all of the information set forth in such registration statement, certain items of which are contained in the exhibits to such registration
statement as permitted or required by the rules and regulations of the SEC. See "Documents Filed as Part of the Registration Statement" in
the accompanying Prospectus. Statements made in this Prospectus Supplement and the accompanying Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily complete, and in each instance, reference is made to the exhibit, if
applicable, for a more complete description of the relevant matter, each such statement being qualified in its entirety by such reference.
Items of information omitted from this Prospectus Supplement and the accompanying Prospectus but contained in the registration statement
on Form F-10 may be inspected and copied at the public reference facilities maintained at the offices of the SEC described below and are
also available on the SEC's website at www.sec.gov.
We are subject to the information requirements of the U.S. Exchange Act, and, in accordance therewith, file reports and other
information with the SEC. Under the multijurisdictional disclosure system adopted in the United States and Canada, such reports and other
information, subject to certain exceptions, may be prepared in accordance with the disclosure requirements of Canada, which requirements
are different from those of the United States. We are exempt from the rules under the U.S. Exchange Act prescribing the furnishing and
content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short swing profit
recovery provisions contained in Section 16 of the U.S. Exchange Act. Under the U.S. Exchange Act, we are not required to publish
financial statements as promptly as United States companies. Such reports and other information may be inspected without charge, and
copied upon payment of prescribed fees, at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C.
20549 and are also available on the SEC's website at www.sec.gov.
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THE OFFERING
The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of the Note
see "Description of the Notes" in this Prospectus Supplement and "Description of Debt Securities" in the accompanying Prospectus. I
this section, "we", "us" and "our" refer only to TransAlta Corporation and not to any of its subsidiaries, unless otherwise stated.

Issuer
TransAlta Corporation.

Notes Offered
US$400 million aggregate principal amount of 1.900% senior notes due 2017.

Interest Rate
The Notes will bear interest at the rate of 1.900% per annum from June 3, 2014 or from the most recen
date to which interest has been paid or provided for.

Interest Payment Dates
June 3 and December 3 of each year, commencing December 3, 2014.

Maturity Date
June 3, 2017.

Ranking
The Notes will be our direct unsecured obligations and will rank equally and ratably with all of our
other unsubordinated and unsecured indebtedness. The Notes will be effectively subordinate to all
indebtedness and other liabilities of our subsidiaries, except to the extent that we are a creditor of such
subsidiaries ranking at least pari passu with such other creditors. As at March 31, 2014 our
subsidiaries had approximately $386 million of total debt outstanding (excluding intercompany
indebtedness).

Use of Proceeds
We expect that the net proceeds from this offering will be approximately US$397.0 million after
deducting underwriting commissions and estimated expenses of this offering. The net proceeds from th
sale of the Notes will be used to repay borrowings under existing credit facilities and for general
corporate purposes.

Conflicts of Interest
As described in "Use of Proceeds", the net proceeds from this offering will be used to repay
borrowings under existing credit facilities and for general corporate purposes. Because more than 5%
of the proceeds from this offering, not including underwriting compensation, may be received by certai
affiliates of the underwriters in this offering, this offering is being conducted pursuant to Rule 5121 of
the Financial Industry Regulatory Authority, Inc. ("FINRA"). Pursuant to that rule, the appointment of a
qualified independent underwriter is not necessary in connection with this offering because the
conditions of Rule 5121(a)(1)(C) of FINRA are satisfied.

Sinking Fund
None.

Optional and Tax Redemption
We may redeem the Notes, in whole or in part, at any time or from time to time, at the "make-whole"
price to be calculated by the Independent Investment Banker as described in this Prospectus
Supplement.

We may also redeem all of the Notes in whole, but not in part, at the redemption price described in thi
Prospectus Supplement at any time in the event certain changes affecting Canadian withholding taxes
occur. See "Description of the Notes -- Tax Redemption".

S-1
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