Obligation AbbVie Inc. 3.45% ( USU0029QAZ91 ) en USD

AbbVie Inc.

100 % ⇌

Etas-Unis

USU0029QAZ91 ( en USD )

3.45% par an ( paiement semestriel )

15/03/2022 - Obligation échue

Prospectus brochure de l'obligation AbbVie USU0029QAZ91 en USD 3.45%, échue

2 000 USD

2 627 036 000 USD

U0029QAZ9

BBB+ ( Qualité moyenne inférieure )

N/A

AbbVie est une société biopharmaceutique mondiale développant et commercialisant des médicaments innovants dans les domaines de l'immunologie, de l'oncologie, des maladies neurologiques et des soins spécialisés.

L'Obligation émise par AbbVie Inc. ( Etas-Unis ) , en USD, avec le code ISIN USU0029QAZ91, paye un coupon de 3.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2022
L'Obligation émise par AbbVie Inc. ( Etas-Unis ) , en USD, avec le code ISIN USU0029QAZ91, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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S-4 1 a2242436zs-4.htm S-4
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TABLE OF CONTENTS
Table of Contents
As filed with the Securities and Exchange Commission on October 2, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ABBVIE INC.
(Exact name of registrant as specified in its charter)
Delaware
2834
32-0375147
(State or Other Jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer
Incorporation or
Classification Code Number)
Identification Number)
Organization)
1 North Waukegan Road, North Chicago, Illinois 60064
(847) 932-7900
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
Laura J. Schumacher, Esq.
Vice Chairman, External Affairs and Chief Legal Officer
AbbVie Inc.
1 North Waukegan Road
North Chicago, Illinois 60064
(847) 932-7900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a Copy to:
Sophia Hudson, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effective date of this registration statement.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General
Instruction G, check the following box: o
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If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering: o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering: o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer ý
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o
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Table of Contents
CALCULATION OF REGISTRATION FEE
Proposed maximum
Proposed maximum
Title of each class of securities
Amount to be
offering price per
aggregate offering
Amount of
to be registered
registered
unit(1)
price(1)
registration fee(2)
Senior Floating Rate Notes due May 2021
$750,000,000
100%
$750,000,000
$81,825.00
Senior Floating Rate Notes due November
2021
$750,000,000
100%
$750,000,000
$81,825.00
2.150% Senior Notes due 2021
$1,750,000,000
100%
$1,750,000,000
$190,925.00
5.000% Senior Notes due 2021
$1,175,701,000
100%
$1,175,701,000
$128,268.98
3.450% Senior Notes due 2022
$2,627,036,000
100%
$2,627,036,000
$286,609.63
3.250% Senior Notes due 2022
$1,462,358,000
100%
$1,462,358,000
$159,543.26
Senior Floating Rate Notes due 2022
$750,000,000
100%
$750,000,000
$81,825.00
2.300% Senior Notes due 2022
$3,000,000,000
100%
$3,000,000,000
$327,300.00
2.800% Senior Notes due 2023
$244,575,000
100%
$244,575,000
$26,683.13
3.850% Senior Notes due 2024
$945,394,000
100%
$945,394,000
$103,142.49
2.600% Senior Notes due 2024
$3,750,000,000
100%
$3,750,000,000
$409,125.00
3.800% Senior Notes due 2025
$2,890,467,000
100%
$2,890,467,000
$315,349.95
2.950% Senior Notes due 2026
$4,000,000,000
100%
$4,000,000,000
$436,400.00
3.200% Senior Notes due 2029
$5,500,000,000
100%
$5,500,000,000
$600,050.00
4.550% Senior Notes due 2035
$1,681,354,000
100%
$1,681,354,000
$183,435.72
4.050% Senior Notes due 2039
$4,000,000,000
100%
$4,000,000,000
$436,400.00
4.625% Senior Notes due 2042
$389,217,000
100%
$389,217,000
$42,463.57
4.850% Senior Notes due 2044
$1,008,583,000
100%
$1,008,583,000
$110,036.41
4.750% Senior Notes due 2045
$827,096,000
100%
$827,096,000
$90,236.17
4.250% Senior Notes due 2049
$5,750,000,000
100%
$5,750,000,000
$627,325.00
0.500% Senior Notes due 2021
$626,231,112
100%
$626,231,112(3)
$68,321.81
1.500% Senior Notes due 2023
$503,324,290
100%
$503,324,290(4)
$54,912.68
1.250% Senior Notes due 2024
$701,017,340
100%
$701,017,340(5)
$76,480.99
2.625% Senior Notes due 2028
$497,126,087
100%
$497,126,087(6)
$54,236.46
2.125% Senior Notes due 2029
$596,628,448
100%
$596,628,448(7)
$65,092.16
Total
$46,176,108,279
N/A
$46,176,108,279
$5,037,813.41
(1)
Estimated in accordance with Rule 457(f) under the Securities Act of 1933, as amended (the "Securities Act"), solely for purposes of calculating the
registration fee. $2,911,770.01 of unused registration fees associated with the registration statement on Form S-4 (No. 333-198286) of AbbVie Private Limited,
a wholly-owned subsidiary of the Registrant, filed on August 21, 2014 (later terminated by withdrawal letter on October 22, 2014), is being carried forward and
set off against the registration fee due for this offering and of which $0.00 remains available for future registration fees.
(2)
Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price.
(3)
Up to 539,018,000 aggregate principal amount of the 0.500% Senior Notes due 2021 will be issued. The Proposed Maximum Aggregate Offering Price is
based on the noon buying rate in New York City on September 28, 2020 for cable transfers of 1.00-$1.1618 as announced by the United State Federal Reserve
Board for euro.
(4)
Up to 433,228,000 aggregate principal amount of the 1.500% Senior Notes due 2023 will be issued. The Proposed Maximum Aggregate Offering Price is
based on the noon buying rate in New York City on September 28, 2020 for cable transfers of 1.00-$1.1618 as announced by the United State Federal Reserve
Board for euro.
(5)
Up to 603,389,000 aggregate principal amount of the 1.250% Senior Notes due 2024 will be issued. The Proposed Maximum Aggregate Offering Price is
based on the noon buying rate in New York City on September 28, 2020 for cable transfers of 1.00-$1.1618 as announced by the United State Federal Reserve
Board for euro.
(6)
Up to 427,893,000 aggregate principal amount of the 2.625% Senior Notes due 2028 will be issued. The Proposed Maximum Aggregate Offering Price is
based on the noon buying rate in New York City on September 28, 2020 for cable transfers of 1.00-$1.1618 as announced by the United State Federal Reserve
Board for euro.
(7)
Up to 513,538,000 aggregate principal amount of the 2.125% Senior Notes due 2029 will be issued. The Proposed Maximum Aggregate Offering Price is
based on the noon buying rate in New York City on September 28, 2020 for cable transfers of 1.00-$1.1618 as announced by the United State Federal Reserve
Board for euro.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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Table of Contents
The information in this prospectus is not complete and may be changed. We may not complete the exchange offers and issue these
securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus shall
not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale is not permissible.
SUBJECT TO CHANGE, DATED OCTOBER 2, 2020
PROSPECTUS
ABBVIE INC.
Offer to Exchange
This is an offer by AbbVie, a Delaware corporation ("AbbVie" or the "Company"), to exchange (the "Exchange
Offers"):
(1)
up to $750,000,000 principal amount of Senior Floating Rate Notes due May 2021 (the "Original Floating Rate May
2021 Notes") for a like principal amount of Senior Floating Rate Notes due May 2021, the offer of which has been
registered under the under the Securities Act of 1933, as amended (the "Securities Act") (the "Exchange Floating
Rate May 2021 Notes");
(2)
up to $750,000,000 principal amount of Senior Floating Rate Notes due November 2021 (the "Original Floating
Rate November 2021 Notes") for a like principal amount of Senior Floating Rate Notes due November 2021, the
offer of which has been registered under the Securities Act (the "Exchange Floating Rate November 2021 Notes");
(3)
up to $1,750,000,000 principal amount of 2.150% Senior Notes due 2021 (the "Original 2.150% 2021 Notes") for a
like principal amount of 2.150% Senior Notes due 2021, the offer of which has been registered under the Securities
Act (the "Exchange 2.150% 2021 Notes");
(4)
up to $1,175,701,000 principal amount of 5.000% Senior Notes due 2021 (the "Original 5.000% 2021 Notes") for a
like principal amount of 5.000% Senior Notes due 2021, the offer of which has been registered under the Securities
Act (the "Exchange 5.000% 2021 Notes");
(5)
up to $2,627,036,000 principal amount of 3.450% Senior Notes due 2022 (the "Original 3.450% 2022 Notes") for a
like principal amount of 3.450% Senior Notes due 2022, the offer of which has been registered under the Securities
Act (the "Exchange 3.450% 2022 Notes");
(6)
up to $1,462,358,000 principal amount of 3.250% Senior Notes due 2022 (the "Original 3.250% 2022 Notes") for a
like principal amount of 3.250% Senior Notes due 2022, the offer of which has been registered under the Securities
Act (the "Exchange 3.250% 2022 Notes");
(7)
up to $750,000,000 principal amount of Senior Floating Rate Notes due 2022 (the "Original Floating Rate 2022
Notes" and, together with the Original Floating Rate May 2021 Notes and the Original Floating Rate November
2021 Notes, the "Original Floating Rate Notes") for a like principal amount of Senior Floating Rate Notes due 2022,
the offer of which has been registered under the Securities Act (the "Exchange Floating Rate 2022 Notes" and,
together with the Exchange Floating Rate May 2021 Notes and the Exchange Floating Rate November 2021 Notes,
the "Exchange Floating Rate Notes" and the Exchange Floating Rate Notes, together with the Original Floating
Rate Notes, the "Floating Rate Notes");
(8)
up to $3,000,000,000 principal amount of 2.300% Senior Notes due 2022 (the "Original 2.300% 2022 Notes") for a
like principal amount of 2.300% Senior Notes due 2022, the offer of which has been registered under the Securities
Act (the "Exchange 2.300% 2022 Notes");
(9)
up to $244,575,000 principal amount of 2.800% Senior Notes due 2023 (the "Original 2.800% 2023 Notes") for a
like principal amount of 2.800% Senior Notes due 2023, the offer of which has been registered under the Securities
Act (the "Exchange 2.800% 2023 Notes");
(10)
up to $945,394,000 principal amount of 3.850% Senior Notes due 2024 (the "Original 3.850% 2024 Notes") for a
like principal amount of 3.850% Senior Notes due 2024, the offer of which has been registered under the Securities
Act (the "Exchange 3.850% 2024 Notes");
(11)
up to $3,750,000,000 principal amount of 2.600% Senior Notes due 2024 (the "Original 2.600% 2024 Notes") for a
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like principal amount of 2.600% Senior Notes due 2024, the offer of which has been registered under the Securities
Act (the "Exchange 2.600% 2024 Notes");
(12)
up to $2,890,467,000 principal amount of 3.800% Senior Notes due 2025 (the "Original 3.800% 2025 Notes") for a
like principal amount of 3.800% Senior Notes due 2025, the offer of which has been registered under the Securities
Act (the "Exchange 3.800% 2025 Notes");
(13)
up to $4,000,000,000 principal amount of 2.950% Senior Notes due 2026 (the "Original 2.950% 2026 Notes") for a
like principal amount of 2.950% Senior Notes due 2026, the offer of which has been registered under the Securities
Act (the "Exchange 2.950% 2026 Notes");
(14)
up to $5,500,000,000 principal amount of 3.200% Senior Notes due 2029 (the "Original 3.200% 2029 Notes") for a
like principal amount of 3.200% Senior Notes due 2029, the offer of which has been registered under the Securities
Act (the "Exchange 3.200% 2029 Notes");
(15)
up to $1,681,354,000 principal amount of 4.550% Senior Notes due 2035 (the "Original 4.550% 2035 Notes") for a
like principal amount of 4.550% Senior Notes due 2035, the offer of which has been registered under the Securities
Act (the "Exchange 4.550% 2035 Notes");
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Table of Contents
(16)
up to $4,000,000,000 principal amount of 4.050% Senior Notes due 2039 (the "Original 4.050% 2039 Notes") for a
like principal amount of 4.050% Senior Notes due 2039, the offer of which has been registered under the Securities
Act (the "Exchange 4.050% 2039 Notes");
(17)
up to $389,217,000 principal amount of 4.625% Senior Notes due 2042 (the "Original 4.625% 2042 Notes") for a
like principal amount of 4.625% Senior Notes due 2042, the offer of which has been registered under the Securities
Act (the "Exchange 4.625% 2042 Notes");
(18)
up to $1,008,583,000 principal amount of 4.850% Senior Notes due 2044 (the "Original 4.850% 2044 Notes") for a
like principal amount of 4.850% Senior Notes due 2044, the offer of which has been registered under the Securities
Act (the "Exchange 4.850% 2044 Notes");
(19)
up to $827,096,000 principal amount of 4.750% Senior Notes due 2045 (the "Original 4.750% 2045 Notes" and,
together with the Original 5.000% 2021 Notes, the Original 3.450% 2022 Notes, the Original 3.250% 2022 Notes,
the Original 2.800% 2023 Notes, the Original 3.850% 2024 Notes, the Original 3.800% 2025 Notes, the Original
4.550% 2035 Notes, the Original 4.625% 2042 Notes and the Original 4.850% 2044 Notes, the "Original 2020 USD
Notes") for a like principal amount of 4.750% Senior Notes due 2045, the offer of which has been registered under
the Securities Act (the "Exchange 4.750% 2045 Notes" and, together with the Exchange 5.000% 2021 Notes, the
Exchange 3.450% 2022 Notes, the Exchange 3.250% 2022 Notes, the Exchange 2.800% 2023 Notes, the Exchange
3.850% 2024 Notes, the Exchange 3.800% 2025 Notes, the Exchange 4.550% 2035 Notes, the Exchange 4.625%
2042 Notes and the Exchange 4.850% 2044 Notes, the "Exchange 2020 USD Notes");
(20)
up to $5,750,000,000 principal amount of 4.250% Senior Notes due 2049 (the "Original 4.250% 2049 Notes" and,
together with the Original 2.150% 2021 Notes, the Original 2.300% 2022 Notes, the Original 2.600% 2024 Notes,
the Original 2.950% 2026 Notes, the Original 3.200% 2029 Notes and the Original 4.050% 2039 Notes, the
"Original Fixed Rate 2019 Notes" and the Original Fixed Rate 2019 Notes, together with the Original Floating Rate
Notes, the "Original 2019 Notes") for a like principal amount of 4.250% Senior Notes due 2049, the offer of which
has been registered under the Securities Act (the "Exchange 4.250% 2049 Notes" and, together with the Exchange
2.150% 2021 Notes, the Exchange 2.300% 2022 Notes, the Exchange 2.600% 2024 Notes, the Exchange 2.950%
2026 Notes, the Exchange 3.200% 2029 Notes and the Exchange 4.050% 2039 Notes, the "Exchange Fixed Rate
2019 Notes" and the Exchange Fixed Rate 2019 Notes, together with the Exchange Floating Rate Notes, the
"Exchange 2019 Notes");
(21)
up to 539,018,000 principal amount of 0.500% Senior Notes due 2021 (the "Original 0.500% 2021 Notes") for a
like principal amount of 0.500% Senior Notes due 2021, the offer of which has been registered under the Securities
Act (the "Exchange 0.500% 2021 Notes");
(22)
up to 433,228,000 principal amount of 1.500% Senior Notes due 2023 (the "Original 1.500% 2023 Notes") for a
like principal amount of 1.500% Senior Notes due 2023, the offer of which has been registered under the Securities
Act (the "Exchange 1.500% 2023 Notes");
(23)
up to 603,389,000 principal amount of 1.250% Senior Notes due 2024 (the "Original 1.250% 2024 Notes") for a
like principal amount of 1.250% Senior Notes due 2024, the offer of which has been registered under the Securities
Act (the "Exchange 1.250% 2024 Notes");
(24)
up to 427,893,000 principal amount of 2.625% Senior Notes due 2028 (the "Original 2.625% 2028 Notes") for a
like principal amount of 2.625% Senior Notes due 2028, the offer of which has been registered under the Securities
Act (the "Exchange 2.625% 2028 Notes"); and
(25)
up to 513,538,000 principal amount of 2.125% Senior Notes due 2029 (the "Original 2.125% 2029 Notes" and,
together with the Original 0.500% 2021 Notes, the Original 1.500% 2023 Notes, the Original 1.250% 2024 Notes
and the Original 2.625% 2028 Notes, the "Original Euro Notes" and the Original Euro Notes, together with the
Original 2020 USD Notes, the "Original 2020 Notes") for a like principal amount of 2.125% Senior Notes due 2029,
the offer of which has been registered under the Securities Act (the "Exchange 2.125% 2029 Notes" and, together
with the Exchange 0.500% 2021 Notes, the Exchange 1.500% 2023 Notes, the Exchange 1.250% 2024 Notes and the
Exchange 2.625% 2028 Notes, the "Exchange Euro Notes" and the Exchange Euro Notes, together with the
Exchange 2020 USD Notes, the "Exchange 2020 Notes").
The Original 2019 Notes and the Original 2020 USD Notes are collectively referred to in this prospectus as the
"Original USD Notes." The Exchange 2019 Notes and the Exchange 2020 USD Notes are collectively referred to in this
prospectus as the "Exchange USD Notes," and together with the Original USD Notes as the "USD Notes." The Original
Euro Notes and the Exchange Euro Notes are collectively referred to in this prospectus as the "Euro Notes." The Original
Fixed Rate 2019 Notes and the Original 2020 Notes are collectively referred to in this prospectus as the "Original Fixed
Rate Notes." The Exchange Fixed Rate 2019 Notes and the Exchange 2020 Notes are collectively referred to in this
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prospectus as the "Exchange Fixed Rate Notes," and together with the Original Fixed Rate Notes as the "Fixed Rate
Notes." The Original Floating Rate Notes and the Original Fixed Rate Notes are collectively referred to in this prospectus
as the "Original Notes." The Exchange Fixed Rate Notes and the Exchange Floating Rate Notes are collectively referred to
in this prospectus as the "Exchange Notes." The Original Notes and the Exchange Notes are collectively referred to in this
prospectus as the "Notes."
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Table of Contents
Material Terms of the Exchange Offers:
·
The Issuer will exchange all Original Notes that are validly tendered and not validly withdrawn for a like principal
amount of Exchange Notes that are freely tradable.
·
You may withdraw tenders of Original Notes at any time prior to the expiration of the relevant Exchange Offer.
·
Each Exchange Offer will expire at 5:00 p.m., New York City time, on , 2020 (the "expiration date"),
unless extended. We do not currently intend to extend the expiration date unless required to do so by applicable
law as described under "The Exchange Offers--Expiration Date; Extensions; Amendments."
·
The Original USD Notes may only be tendered in an amount equal to $2,000 in principal amount or in integral
multiples of $1,000 in excess thereof. The Original Euro Notes may only be tendered in an amount equal to
100,000 in principal amount or in integral multiples of 1,000 in excess thereof.
·
To exchange your Original Notes, you are required to make certain representations to us. See "The Exchange
Offers--Procedures for Tendering" for more information.
·
We will not receive any proceeds from the Exchange Offers.
The Exchange Notes:
·
The terms of the Exchange Notes to be issued in the Exchange Offers are substantially identical to the terms of the
corresponding series of Original Notes, except that the issuance of the Exchange Notes will be registered under the
Securities Act and the transfer restrictions, registration rights and additional interest provisions applicable to the
Original Notes will not apply to the Exchange Notes. The Exchange Notes will represent the same debt as the
Original Notes, and AbbVie will issue the Exchange Notes under the same indenture that governs the applicable
series of Original Notes.
·
The Exchange Notes will be our general, unsecured senior obligations, will rank equally in right of payment with
all of our existing and future unsecured senior indebtedness, liabilities and other obligations and will rank senior in
right of payment to all of our existing and future unsecured, subordinated indebtedness, liabilities and other
obligations. In addition, the Exchange Notes will be effectively subordinated to all of our existing and future
secured indebtedness to the extent of the value of the assets securing such indebtedness and will be structurally
subordinated to all of the existing and future indebtedness, liabilities and other obligations (including trade
payables) of AbbVie's subsidiaries (other than indebtedness, liabilities and other obligations owed to AbbVie, if
any).
·
The Exchange USD Notes will not be listed on any securities exchange or any automated dealer quotation system.
AbbVie will apply to list the Exchange Euro Notes on the New York Stock Exchange. The listing application will
be subject to approval by the New York Stock Exchange. If such listing is obtained, AbbVie has no obligation to
maintain such listing, and it may delist any series of the Exchange Euro Notes at any time. There is currently no
market for the Exchange Notes.
All untendered Original Notes will continue to be subject to the restrictions on transfer set forth in the Original Notes and in
the Indenture (as defined below) governing the applicable series of Original Notes. In general, the Original 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,
registration under the Securities Act. Other than in connection with the Exchange Offers, AbbVie does not currently anticipate that
it will register the offer or sale of any series of the Original Notes under the Securities Act.
Each broker-dealer that receives Exchange Notes for its own account pursuant to an Exchange Offer must acknowledge that
it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal 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 Exchange Notes received in exchange for Original Notes where such Original Notes
were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a
period of up to 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in
connection with any such resale. See "Plan of Distribution."
Investing in the Exchange Notes involves risks. See "Risk Factors" beginning on page 19 of this prospectus and those
risk factors incorporated by reference into this prospectus for a discussion of certain risks that you should consider before
tendering your outstanding Original Notes in connection with the Exchange Offers.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
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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 , 2020.
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