Table of Contents
restrictive covenants in the Indenture. The Company's Unrestricted Subsidiaries will not guarantee the Notes.
of September 30, 2017, on an as adjusted basis, after giving effect to the issuance of the New Notes and the related guarantees (the "Guarantees"), the New Notes would have
ranked (1) equally in right of payment with approximately $5.6 billion principal amount of our other senior unsecured obligations, comprised of $225 million principal amount of
75/8% Senior Notes due 2022, $850 million principal amount of 53/4% Senior Notes due 2024, $750 million principal amount of 45/8% Senior
Notes due 2025, $800 million principal amount of 51/2% Senior Notes due 2025, $1.0 billion principal amount of 57/8% Senior Notes due 2026,
$1.0 billion principal amount of 51/2% Senior Notes due 2027 and $925 million principal amount of the August 2017 Notes; (2) effectively junior to approximately
$1.5 billion of our secured obligations, comprised of (i) $305 million of our outstanding borrowings under the Credit Agreement (excluding $2.5 billion of additional
borrowing capacity, net of outstanding letters of credit of $39 million), (ii) $1.0 billion principal amount of the Secured Notes, (iii) our guarantee obligations in
$111 million of the outstanding borrowings of our Subsidiary Guarantors under the Credit Agreement, (iv) $55 million in capital leases and (v) our guarantee obligations in
respect of $7 million of capital leases of our Subsidiary Guarantors; and (3) effectively junior to (i) $667 million of indebtedness of our special purpose vehicle in
connection with the Existing Securitization Facility, (ii) $5 million of capital leases of our Subsidiaries that are not Guarantors and (iii) $2 million of capital leases
of Holdings. Most of our U.S. receivable assets have been sold to our special purpose vehicle in connection with our Existing Securitization Facility (the accounts receivable in the collateral pool
being the lenders' only source of payment under that facility).
Principal, Maturity and Interest
The Company will issue the New Notes in this offering in an aggregate principal amount of $750 million. The New Notes are being issued as
additional August 2017 Notes. The Notes will mature on January 15, 2028. The Company will be permitted to issue additional Notes under the Indenture (the "Additional New Notes"). The August
2017 Notes, the New Notes offered hereby and any Additional New Notes will rank equally and be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions
and offers to purchase. Interest on the Notes will accrue at the rate of 4.875% per annum and will be payable semiannually in arrears on January 15 and July 15 of each year, to the
holders of record of Notes at the close of business on January 1 and July 1, respectively, immediately preceding such interest payment date, except that the last payment of interest will
be made on January 15, 2028, to the holders of record of Notes at the close of business on January 1, 2028. The first interest payment with respect to the Notes will be made on
January 15, 2018.
on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of the Indenture. Interest will be computed on
the basis of a 360-day year comprised of twelve 30-day months.
New Notes will be issued only in registered form without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Principal of, premium, if any, and
interest on the Notes will be payable, and the Notes will be transferable, at the designated corporate trust office or agency of the Trustee in the City of New York maintained for such purposes. In
addition, interest may be paid at the option of the Company by check mailed to the person entitled thereto as shown on the security register. No service charge will be made for any transfer, exchange
or redemption of the Notes, except in certain circumstances for any tax or other governmental charge that may be imposed in connection therewith.
settlement for the New Notes will be made in same-day funds. The Notes are expected to trade in the Same-Day Funds Settlement System of The Depository Trust Company ("DTC") until
maturity, and secondary market trading activity for the Notes will therefore settle in same-day funds.