Obligation Xeroxx 4.07% ( US984121CP65 ) en USD

Xeroxx

100 % ▼

Etas-Unis

US984121CP65 ( en USD )

4.07% par an ( paiement semestriel )

16/03/2022 - Obligation échue

Prospectus brochure de l'obligation Xerox US984121CP65 en USD 4.07%, échue

2 000 USD

270 672 000 USD

984121CP6

BB ( Spéculatif )

Ba1 ( Spéculatif )

Xerox est une entreprise technologique multinationale qui conçoit, développe, fabrique et vend des produits et services d'impression, de numérisation et de gestion de documents.

L'Obligation émise par Xeroxx ( Etas-Unis ) , en USD, avec le code ISIN US984121CP65, paye un coupon de 4.07% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/03/2022

L'Obligation émise par Xeroxx ( Etas-Unis ) , en USD, avec le code ISIN US984121CP65, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Xeroxx ( Etas-Unis ) , en USD, avec le code ISIN US984121CP65, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus
424B3 1 d436616d424b3.htm PROSPECTUS
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-219929
PROSPECTUS

Xerox Corporation
OFFER TO EXCHANGE

This is an offer by Xerox Corporation to exchange up to $300,000,000 aggregate principal amount of outstanding 4.070% Senior Notes due 2022 that were
issued in a private offering on March 17, 2017 (the "Restricted Notes"), for a like aggregate principal amount of 4.070% Senior Notes due 2022 (the "Exchange
Notes"), in a transaction registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Exchange Offer").

The Exchange Offer is subject to customary closing conditions and will expire at 11:59 p.m., New York City time, on September 19, 2017, unless we extend
the Exchange Offer in our sole and absolute discretion.
The Exchange Offer:

·
We will exchange an equal principal amount of the Exchange Notes for all outstanding Restricted Notes that are validly tendered and not validly withdrawn

prior to the expiration or termination of the Exchange Offer.

·
You may withdraw tenders of the Restricted Notes at any time prior to the expiration or termination of the Exchange Offer.

·
The terms of the Exchange Notes are identical in all material respects to those of the outstanding Restricted Notes, except that the transfer restrictions,

registration rights and additional interest provisions relating to the Restricted Notes do not apply to the Exchange Notes.

·
The exchange of the Restricted Notes for the Exchange Notes will not be a taxable transaction for United States federal income tax purposes, but you should

see the discussion under the caption "Material U.S. Federal Income Tax Consequences" for more information.

·
We will not receive any proceeds from the Exchange Offer.

·
We issued the Restricted Notes in a transaction not requiring registration under the Securities Act and, as a result, their transfer is restricted. We are making

the Exchange Offer to satisfy your registration rights as a holder of the Restricted Notes.
The Exchange Notes will be senior unsecured obligations of the Company, ranking pari passu in right of payment with all other senior unsecured obligations of the
Company. The Exchange Notes will be effectively subordinated to all secured debt of the Company, structurally subordinated to the debt of the Company's Subsidiaries
and effectively subordinated to the other senior debt of the Company that has the benefit of certain provisions and covenants not applicable to the Exchange Notes. See
"Risk Factors--The Exchange Notes will be structurally subordinated to all liabilities of our subsidiaries". For a more detailed description of the Exchange Notes, see
"Description of the Exchange Notes".
The Exchange Notes, together with any Restricted Notes that are not exchanged in the Exchange Offer, will be governed by the same indenture, constitute the same
class of debt securities for the purposes of the indenture and vote together on all matters.
Each broker-dealer that receives the Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such Exchange Notes. The letter of transmittal accompanying this prospectus states that, by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. 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 the Exchange Notes received in
exchange for the Restricted Notes where such Restricted Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities.
Under the registration rights agreement, we have agreed to make available a prospectus in conformity in all material respects with the requirements of the Securities Act
and the Trust Indenture Act of 1939, as amended, to any participating broker-dealer for use in connection with any resale of any Exchange Notes acquired in the Exchange
Offer for the period beginning when the Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the
Exchange Offer has been completed or such time as such broker-dealers no longer own any Restricted Notes. See "Plan of Distribution".
All untendered Restricted Notes will continue to be subject to the restrictions on transfer set forth in the outstanding Restricted Notes and in the indenture. In general,
the Restricted 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 other applicable securities laws. Other than in connection with the Exchange Offer, we do not currently anticipate that we will register the Restricted
Notes under the Securities Act.
There is no established trading market for the Exchange Notes. We do not plan to list the Exchange Notes on a national exchange.

See "Risk Factors" beginning on page 12 for a discussion of risks you should consider prior to tendering your outstanding Restricted
Notes for exchange.
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 August 22, 2017.
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We have not authorized any person to provide any information or to make any representation other than the information contained or
incorporated by reference in this prospectus, and if any person provides any of this information or makes any representation of this kind, that
information or representation must not be relied upon as having been authorized by us. If you receive any other information, you should not rely on
it. We are not making the Exchange Offer to, nor will we accept surrenders for exchange from, holders of outstanding Restricted Notes in any
jurisdiction in which the applicable Exchange Offer would not be in compliance with the securities or blue sky laws of such jurisdiction or where it
is otherwise unlawful. This prospectus may only be used where it is legal to sell these securities. You should assume that the information
contained in this prospectus is accurate only as of its date, and that any information we have incorporated by reference is accurate only as of the
date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since
those dates.
TABLE OF CONTENTS

Page
WHERE YOU CAN FIND MORE INFORMATION

ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

iii
MARKET AND INDUSTRY DATA

v
SUMMARY

1
SUMMARY OF THE EXCHANGE OFFER

3
SUMMARY DESCRIPTION OF THE EXCHANGE NOTES

9
RISK FACTORS

12
RATIO OF EARNINGS TO FIXED CHARGES

16
USE OF PROCEEDS

17
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

17
THE EXCHANGE OFFER

18
DESCRIPTION OF THE EXCHANGE NOTES

28
BOOK-ENTRY, DELIVERY AND FORM

42
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

46
PLAN OF DISTRIBUTION

47
LEGAL MATTERS

48
EXPERTS

48

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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
accordance with the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC
file number is 001-04471. You can read and copy this information at the following location of the SEC:
Public Reference Room
100 F Street, N.E.
Room 1850
Washington, D.C. 20549
You can also obtain copies of these materials from this public reference room, at prescribed rates. Please call the SEC at 1-800-SEC-0330
for further information on its public reference room. The SEC also maintains a web site that contains reports, proxy statements and other
information about issuers, like us, who file electronically with the SEC. The address of that site is www.sec.gov.
We are "incorporating by reference" into this prospectus certain information we file with the SEC, which means that we are disclosing
important information to you by referring you to those documents. The documents incorporated by reference include important information about
us, including our financial condition, results of operations and description of our business. The information incorporated by reference is an
important part of this prospectus. The following documents that we filed with the SEC are incorporated into this prospectus by reference:

·
our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on February 27, 2017;
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·
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, filed with the SEC on May 3, 2017, and June 30, 2017,

filed with the SEC on August 7, 2017;

·
our Current Reports on Form 8-K filed January 3, 2017, January 6, 2017, January 27, 2017, March 2, 2017, March 14, 2017, March 17,

2017, March 28, 2017, May 24, 2017, and June 14, 2017 (Item 8.01 information only); and

·
Selected Financial Data contained in Exhibit 99(d), filed herewith.
Any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this prospectus and prior
to the completion of the Exchange Offer, are also incorporated by reference into this prospectus. Information incorporated by reference is
considered to be a part of this prospectus, and later information filed with the SEC prior to the completion of the Exchange Offer will
automatically update and supersede information in this prospectus and in our other filings with the SEC. Information we elect to furnish to but not
file with the SEC in accordance with SEC rules and regulations is not incorporated into this prospectus and does not constitute part of this
prospectus.
You may request a copy of any filing referred to above (including any exhibits that are specifically incorporated by reference), at no cost, by
contacting Xerox at the following address or telephone number:
Xerox Corporation
201 Merritt 7
Norwalk, CT 06851-1056
(203) 968-3000
We are solely responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different
information. We do not take any responsibility for any other information that others may give you. This prospectus is not an offer to sell or a
solicitation of an offer to buy the securities in any jurisdiction or under any circumstances in which the offer or sale is unlawful. You should not
assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus and statements in other reports or information filed or to be filed with the SEC and incorporated by
reference herein or therein (as well as information included in oral statements or other written statements made or to be made by us), are, or will
be, "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words "anticipate", "believe", "estimate",
"expect", "intend", "will", "should" and similar expressions, as they relate to us, are intended to identify forward-looking statements. These
statements reflect management's current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results
to differ materially. Such factors include, but are not limited to: our ability to address our business challenges in order to reverse revenue declines,
reduce costs and increase productivity so that we can invest in and grow our business; changes in economic conditions, political conditions, trade
protection measures, licensing requirements and tax laws in the United States and in the foreign countries in which we do business; changes in
foreign currency exchange rates; our ability to successfully develop new products, technologies and service offerings and to protect our intellectual
property rights; the risk that multiyear contracts with governmental entities could be terminated prior to the end of the contract term and that civil
or criminal penalties and administrative sanctions could be imposed on us if we fail to comply with the terms of such contracts and applicable law;
the risk that partners, subcontractors and software vendors will not perform in a timely, quality manner; actions of competitors and our ability to
promptly and effectively react to changing technologies and customer expectations; our ability to obtain adequate pricing for our products and
services and to maintain and improve cost efficiency of operations, including savings from restructuring actions; the risk that individually
identifiable information of customers, clients and employees could be inadvertently disclosed or disclosed as a result of a breach of our security
systems; reliance on third parties, including subcontractors, for manufacturing of products and provision of services; our ability to manage changes
in the printing environment and markets and expand equipment placements; interest rates, cost of borrowing and access to credit markets; funding
requirements associated with our employee pension and retiree health benefit plans; the risk that our operations and products may not comply with
applicable worldwide regulatory requirements, particularly environmental regulations and directives and anti-corruption laws; the outcome of
litigation and regulatory proceedings to which we may be a party; the risk that we do not realize all of the expected strategic and financial benefits
from the separation and spin-off of our Business Process Outsourcing (BPO) business; and other factors that are set forth in the "Risk Factors"
section, the "Legal Proceedings" section, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section
and other sections of our Annual Report on Form 10-K for the year ended December 31, 2016, and our Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2017, and June 30, 2017, as filed with the SEC. Xerox assumes no obligation to update any forward-looking statements
as a result of new information or future events or developments, except as required by law.
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Prospectus
Fuji Xerox Co., Ltd. ("Fuji Xerox") is a joint venture between Xerox Corporation and Fujifilm Holdings Corporation ("Fujifilm") in which
Xerox holds a noncontrolling 25% equity interest and Fujifilm holds the remaining equity interest. Given our status as a minority investor, we have
limited contractual and other rights to information with respect to Fuji Xerox matters. On April 20, 2017, Fujifilm publicly announced it had
formed an independent investigation committee (IIC) to conduct a review of the appropriateness of the accounting practices at Fuji Xerox's New
Zealand subsidiary. Fujifilm publicly announced that the IIC completed its review during the second quarter 2017 and identified additional
adjustments from the amount initially disclosed by Fujifilm bringing the total aggregate adjustments to approximately JPY 40 billion
(approximately $360 million based on the Yen/U.S. Dollar spot exchange rate at March 31, 2017 of 111.89). The increase in adjustments related to
subsequent findings by the IIC in their investigation primarily related to misstatements at Fuji Xerox's Australian subsidiary, as well as certain
other adjustments. We determined that our cumulative share of the revised amount of total adjustments identified as part of the investigation was
approximately $90 million and impacted our fiscal years 2009 through 2017. Based on our procedures, as well as those performed by Fuji Xerox
and Fujifilm, we concluded that the cumulative correction of the misstatements in our historical financial statements would have had a material
effect on our current year consolidated financial statements. Accordingly, we concluded that we should revise our previously issued annual and
interim consolidated financial statements for 2014, 2015 and 2016

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and the first quarter of 2017 the next time they are filed. The Fujifilm audited financial statements were issued in Japan on July 31, 2017, and our
review of this matter has been completed. However, at this time, we can provide no assurances relative to the outcome of any potential
governmental investigations or any consequences thereof that may happen as a result of this matter.
All forward-looking statements are qualified by, and should be read in conjunction with, these Risk Factors, and you should review
the information under the caption "Risk Factors" in this prospectus.

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MARKET AND INDUSTRY DATA
Certain market and industry data included or incorporated by reference into this prospectus has been obtained from third-party sources that
we believe to be reliable. Market estimates are calculated by leveraging third-party forecasts from firms such as International Data Corporation and
Infosource in conjunction with our assumptions about our markets. We have not independently verified such third-party information and cannot
assure you of its accuracy or completeness. While we are not aware of any misstatements regarding any market, industry or similar data presented
herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings
"Cautionary Statement Concerning Forward-Looking Statements" and "Risk Factors" in this prospectus as well as those listed under "Forward-
Looking Statements" and "Risk Factors" in the documents incorporated by reference into this prospectus, including, but not limited to, our Annual
Report on Form 10-K for the year ended December 31, 2016, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, and
June 30, 2017, as filed with the SEC and under similarly captioned sections in future filings that we make with the SEC under the Exchange Act.

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SUMMARY
This summary highlights selected information about us and this Exchange Offer from this prospectus and is therefore qualified in its
entirety by the more detailed information appearing elsewhere, or incorporated by reference, in this prospectus. It may not contain all the
information that may be important to you. We urge you to read carefully this entire prospectus and the other documents to which it refers to
understand fully the terms of the Exchange Notes and the Exchange Offer. As used in this prospectus, unless otherwise indicated, "Xerox",
"the Company", "we", "our" and "us" are used interchangeably to refer to Xerox Corporation or to Xerox Corporation and its
consolidated subsidiaries, as appropriate to the context.
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Prospectus
Xerox Corporation
Xerox is innovating the way the world communicates, connects and works. We apply our expertise in imaging and printing, data
analytics, and the development of secure and automated solutions to help our customers improve productivity, maximize profitability and
increase client satisfaction.
We are a leading global provider of digital print technology and related solutions; we operate in a market estimated by us at
approximately $85 billion. Our primary offerings span three main areas: Managed Document Services (which largely represents the
Document Outsourcing business that was reported in our Services segment before the Separation, defined below), Workplace Solutions and
Graphic Communications. Our Managed Document Services offerings help customers, ranging from small businesses to global enterprises,
optimize their printing and related document workflow and business processes. Xerox led the establishment of this expanding market and
continues as the industry leader. Our Workplace Solutions and Graphic Communications products and solutions support the work processes of
our customers by providing them with an efficient, cost effective printing and communications infrastructure.
We are a New York corporation and our principal executive offices are located at 201 Merritt 7, P.O. Box 4505, Norwalk, Connecticut
06856-4505. Our telephone number is (203) 968-3000. This prospectus contains summaries believed to be accurate with respect to certain
documents, but reference is made to the actual documents themselves for complete information. All such summaries are qualified in their
entirety by such reference. To obtain timely delivery, you must request the information incorporated by reference herein no later than five
business days before the Expiration Date (as defined below) of the Exchange Offer. We will, upon request, provide without charge to each
person to whom this prospectus is delivered a copy of any or all of the documents incorporated or deemed to be incorporated by reference into
this prospectus (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into this prospectus).
See "Where You Can Find More Information".
Company Separation
On December 31, 2016, Xerox Corporation completed the separation of its Business Process Outsourcing (BPO) business from its
Document Technology and Document Outsourcing (DT/DO) business (the "Separation"). The Separation was accomplished by moving the
BPO business into a new legal entity, Conduent Incorporated ("Conduent"), and then distributing one hundred percent (100%) of the
outstanding common stock of Conduent to Xerox Corporation stockholders (the "Distribution"). Conduent is now an independent public
company listed and traded on the New York Stock Exchange ("NYSE") under the symbol "CNDT".
As a result of the Separation and Distribution, the BPO business is presented as a discontinued operation and, as such, has been excluded
from continuing operations and segment results for all periods presented.

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In connection with the Separation, Xerox entered into several agreements with Conduent to (1) effect the legal and structural separation
of Xerox and Conduent, (2) govern the relationship between Xerox and Conduent up to and after the completion of the Separation and
(3) allocate between Xerox and Conduent various assets, liabilities and obligations, including, among other things, employee benefits and
tax-related assets and liabilities. The agreements included a separation and distribution agreement, a transition service agreement, a tax
matters agreement, an employee matters agreement, an intellectual property agreement and a trademark license agreement. The transition
services primarily involve Xerox providing services to Conduent related to information technology and human resource infrastructure and are
all expected to be for terms of no more than one year post-separation.

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Prospectus
SUMMARY OF THE EXCHANGE OFFER
On March 27, 2017, we completed an exchange offer in which we purchased $300,000,000 of our existing notes for cash and the private
offering of $300,000,000 aggregate principal amount of 4.070% Senior Notes due 2022, which were issued on March 17, 2017, and which we
refer to as the "Restricted Notes". As part of that offering, we entered into a registration rights agreement with the initial purchasers of those
Restricted Notes in which we agreed to use our commercially reasonable efforts to complete an exchange offer for such Restricted Notes in
compliance with applicable securities laws. See "The Exchange Offer--Purpose of the Exchange Offer".
The following is a brief summary of certain terms of the Exchange Offer and the principal terms of the Exchange Notes. It may not
contain all the information that is important to you. For additional information regarding the Exchange Offer and the Exchange Notes, see
"The Exchange Offer" and "Description of the Exchange Notes".

Issuer
Xerox Corporation.

Restricted Notes
$300,000,000 in aggregate principal amount of 4.070% Senior Notes due 2022.

Exchange Notes
$300,000,000 in aggregate principal amount of 4.070% Senior Notes due 2022.

The Exchange Notes have been registered under the Securities Act.

The form and terms of the Exchange Notes are identical in all material respects to those
of the Restricted Notes, except that the transfer restrictions, registration rights and

additional interest provisions relating to the Restricted Notes do not apply to the
Exchange Notes.

In addition, the Exchange Notes bear different CUSIP and ISIN numbers than the

corresponding series of Restricted Notes.

The Exchange Offer
We are offering to exchange up to $300,000,000 aggregate principal amount of the
Restricted Notes for a like aggregate principal amount of the Exchange Notes to satisfy
certain of our obligations under the registration rights agreement that we entered into
when the Restricted Notes were issued in reliance upon the exemption from registration
provided by Section 4(a)(2) and Regulation S of the Securities Act.

The Restricted Notes may only be tendered in minimum denominations of $2,000 in

principal amount or in integral multiples of $1,000 in excess thereof. See "The
Exchange Offer--Terms of the Exchange Offer".

In order to exchange the Restricted Notes, you must follow the required procedures and
we must accept the Restricted Notes for exchange. We will exchange all Restricted

Notes validly tendered and not validly withdrawn prior to the Expiration Date (as
defined below) of the Exchange Offer. See "The Exchange Offer".

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Expiration Date; Tenders
The Exchange Offer will expire at 11:59 p.m., New York City time, on September 19,
2017, unless extended by us (such date and time, as they may be extended, the
"Expiration Date"). By tendering your Restricted Notes, you represent to us that:

· you are not an "affiliate", as defined in Rule 405 under the Securities Act, of ours;

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

· you are acquiring the Exchange Notes in your ordinary course of business; and

· if you are a broker-dealer, you will receive the Exchange Notes for your own account
in exchange for the Restricted Notes that were acquired by you as a result of your
market-making or other trading activities, you will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of the Exchange
Notes you receive and you have not entered into any agreement or understanding

with us or any of our "affiliates", as defined in Rule 405 under the Securities Act, to
participate in a "distribution", as defined under the Securities Act, of the Exchange
Notes. For further information regarding resales of the Exchange Notes by
participating broker-dealers, see the discussion under the caption "Plan of
Distribution".

Withdrawal
You may withdraw any Restricted Notes tendered in the Exchange Offer at any time
prior to the Expiration Date. See "The Exchange Offer--Withdrawal Rights".

Interest on the Exchange Notes and the
Each Exchange Note will bear interest at the rate per annum of 4.070% from the most
Restricted Notes
recent date, if any, to which interest has been paid on the Restricted Notes. The interest
on the Exchange Notes will be payable semiannually on March 15 and September 15 of
each year, beginning on March 15, 2018. No interest will be paid on Restricted Notes
that are tendered and accepted for exchange following their acceptance for exchange.

Conditions to the Exchange Offer
The Exchange Offer is subject to customary conditions, which we may waive. The
Exchange Offer is not conditioned upon the tender of any minimum principal amount of
outstanding Restricted Notes. See "The Exchange Offer--Conditions to the Exchange
Offer".

Procedures for Tendering Restricted Notes
You must do the following on or prior to the expiration or termination of the Exchange
Offer to participate in the Exchange Offer:

· tender your Restricted Notes by sending the certificates for your Restricted Notes, in

proper form for transfer, a properly completed and duly executed letter of transmittal,
with any required signature

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guarantees, and all other documents required by the letter of transmittal, to The Bank

of New York Mellon, as Exchange Agent, at one of the addresses listed below under
the caption "The Exchange Offer--Exchange Agent"; or

· tender your Restricted Notes by using the book-entry transfer procedures described
below and sending a properly completed and duly executed letter of transmittal, with
any required signature guarantees, or causing to be delivered an agent's message
instead of the letter of transmittal, to the Exchange Agent. In order for a book-entry
transfer to constitute a valid tender of your Restricted Notes in the Exchange Offer,

The Bank of New York Mellon, as Exchange Agent, must receive a confirmation of
book-entry transfer of your Restricted Notes into the Exchange Agent's account at
The Depository Trust Company ("DTC") prior to the expiration or termination of the
Exchange Offer. For more information regarding the use of book-entry transfer
procedures, including a description of the required agent's message, see the
discussion below under the caption "The Exchange Offer--Book-Entry Transfers".
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For more information on the procedures for tendering the Restricted Notes, see the

discussion under the caption "The Exchange Offer--Procedures for Tendering
Restricted Notes".

Special Procedures for Beneficial Owners
If you are a beneficial owner whose Restricted Notes are registered in the name of the
broker, dealer, commercial bank, trust company or other nominee, and you wish to
tender your Restricted Notes in the Exchange Offer, you should promptly contact the
person in whose name the Restricted Notes are registered and instruct that person to
tender on your behalf. Any registered holder that is a participant in DTC's book-entry
transfer facility system may make book-entry delivery of the Restricted Notes by
causing DTC to transfer the Restricted Notes into the exchange agent's account. If you
wish to tender your Restricted Notes in the Exchange Offer on your own behalf, prior to
completing and executing the letter of transmittal and delivering your Restricted Notes,
you must either make appropriate arrangements to register ownership of the Restricted
Notes in your name with DTC or obtain a properly completed note power from the
person in whose name the Restricted Notes are registered.

Use of Proceeds
We will not receive any cash proceeds from the Exchange Offer.

Exchange Agent
The Bank of New York Mellon is the "Exchange Agent" for the Exchange Offer. You
can find the address, telephone number and e-mail address of the Exchange Agent
below under the caption "The Exchange Offer--Exchange Agent". The Bank of New
York Mellon is also the trustee under the Indenture governing the Restricted Notes and
Exchange Notes.

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Resales
Based on interpretations by the SEC staff, as detailed in a series of no-action letters
issued to third parties, we believe that the Exchange Notes issued in the Exchange Offer
pursuant to this prospectus may be offered for resale, resold or otherwise transferred by
you without compliance with the registration and prospectus delivery requirements of
the Securities Act, provided that:

· you are not an "affiliate" of ours, as defined in Rule 405 under the Securities Act;

· you are acquiring the Exchange Notes in your ordinary course of business; and

· you are not participating, do not intend to participate and have no arrangement or

understanding with any person to participate, in a "distribution", as defined in the
Securities Act, of the Exchange Notes.

We base our belief on interpretations by the SEC staff in no-action letters issued to
other issuers making exchange offers similar to ours. We cannot guarantee the SEC

would make a similar decision about our Exchange Offer. If our belief is wrong, you
could incur liability under the Securities Act. We will not indemnify or otherwise
protect you against any loss incurred as a result of this liability under the Securities Act.

If you are an "affiliate" of ours, as defined in Rule 405 under the Securities Act,
participate or intend to participate in or have any arrangement or understanding with any

person to participate in the "distribution", as defined in the Securities Act, of the
Exchange Notes:

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Prospectus

· you cannot rely on the applicable interpretations of the staff of the SEC;

· you will not be entitled to participate in the Exchange Offer; and

· you must comply with the registration and prospectus delivery requirements of the

Securities Act in connection with any resale transaction of the Exchange Notes.

See the discussion below under the caption "The Exchange Offer--Consequences of

Exchanging or Failing to Exchange Restricted Notes" for more information.

Broker-Dealer
Each broker or dealer that receives the Exchange Notes for its own account in exchange
for the Restricted Notes that were acquired as a result of market-making or other trading
activities must acknowledge that it will comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any offer to resell or
other transfer of the Exchange Notes issued in the Exchange Offer, including the
delivery of a prospectus that contains information with respect to any selling holder
required by the Securities Act in connection with any resale of the Exchange Notes.

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Furthermore, any broker-dealer that acquired any of its Restricted Notes directly from

us:

· may not rely on the applicable interpretation of the SEC staff's position contained in
Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan,

Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling,
SEC no-action letter (July 2, 1993); and

· must also be named as a selling noteholder in connection with the registration and

prospectus delivery requirements of the Securities Act relating to any resale
transaction.

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 the Exchange Notes received in
exchange for the Restricted Notes where such Restricted Notes were acquired by such
broker-dealer as a result of market-making activities or other trading activities. Under
the registration rights agreement, we have agreed to make available a prospectus in
conformity in all material respects with the requirements of the Securities Act and the

Trust Indenture Act of 1939, as amended, to any participating broker-dealer for use in
connection with any resale of any Exchange Notes acquired in the Exchange Offer for
the period beginning when the Exchange Notes are first issued in the Exchange Offer
and ending upon the earlier of the expiration of the 180th day after the Exchange Offer
has been completed or such time as such broker-dealers no longer own any Restricted
Notes. See "Plan of Distribution".

Registration Rights Agreement
When we issued the Restricted Notes on March 17, 2017, we entered into a registration
rights agreement with the initial purchasers of the Restricted Notes, pursuant to which
we agreed, for the benefit of the holders of the Restricted Notes, at our cost, to use
commercially reasonable efforts to:

· file, not later than 270 days after the Issuance of the Restricted Securities, a
registration statement (the "Exchange Offer Registration Statement") with respect to
a registered offer to exchange the Restricted Notes for the Exchange Notes having

terms substantially identical to the Restricted Notes being exchanged, except that the
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Prospectus
Exchange Notes will not contain transfer restrictions or provisions regarding the
additional interest in case of a Registration Default (as defined below); and

· cause the Exchange Offer Registration Statement to become effective within 365

days of the Issuance of the Restricted Securities.

If we do not complete the Exchange Offer on or prior to April 26, 2018, or if we fail to
meet certain other conditions described in the registration rights agreement, the interest

rate borne by the Restricted Notes will increase at a rate of 0.25% per annum for the
first 90 days

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following the occurrence of such a Registration Default and at a rate of 0.50% per

annum thereafter until the condition which gave rise to the additional interest is cured.

Under some circumstances set forth in the registration rights agreement, holders of the
Restricted Notes, including holders who are not permitted to participate in the Exchange

Offer, may require us to file, and cause to become effective, a shelf registration
statement covering resales of the Restricted Notes by these holders.

A copy of the registration rights agreement is incorporated by reference as an exhibit to

the registration statement of which this prospectus forms a part. See "The Exchange
Offer--Purpose of the Exchange Offer".

Consequences of Failure to Exchange
Restricted Notes that are not tendered or that are tendered but not accepted will,
following the completion of the Exchange Offer, be returned to the tendering holder,
remain outstanding and continue to be subject to their existing terms. See "Risk
Factors" and "The Exchange Offer--Terms of the Exchange Offer". Following the
completion of the Exchange Offer, we will have no obligation to exchange Restricted
Notes for Exchange Notes.

The trading market for Restricted Notes not exchanged in the Exchange Offer may be
more limited than it is at present. Therefore, if your Restricted Notes are not tendered

and accepted in the Exchange Offer, it may become more difficult for you to sell or
transfer your unexchanged Restricted Notes.

Regulatory Requirements
We do not believe that the receipt of any material federal or state regulatory approval
will be necessary in connection with the Exchange Offer, other than the notice of
effectiveness under the Securities Act of the registration statement pursuant to which the
Exchange Offer is being made.

Material Tax Considerations
The exchange of Restricted Notes for Exchange Notes pursuant to the Exchange Offer
generally will not be a taxable event for U.S. federal income tax purposes. You should
consult your own tax advisor to determine the U.S. federal, state and other tax
consequences of exchange of the Restricted Notes for the Exchange Notes. See
"Material U.S. Federal Income Tax Consequences".

Accounting Treatment
We will not recognize any gain or loss for accounting purposes upon the completion of
the Exchange Offer. The expenses of the Exchange Offer that we pay will increase our
deferred financing costs in accordance with U.S. GAAP. See "The Exchange Offer--
Accounting Treatment".
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Document Outline

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