RISK FACTORS
In considering whether to invest in the notes, you should carefully consider all of the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. In particular, you should consider the risk factors described in our periodic reports filed with the SEC, including those set forth under the captions Risk Factors
in Item 1A of Part I and Forward-Looking Statements preceding Part I of our Annual Report on Form 10-K for
the year ended December 31, 2018, which are incorporated by reference in this prospectus supplement, as well as the additional risks described below. Additional risks and uncertainties not currently known to us or those currently
viewed by us to be immaterial may also materially and adversely affect us.
Risks Related to Ownership of our Senior Notes
There is no existing market for the notes and we cannot assure that such a market will develop.
There is no existing market for the notes, and we do not intend to apply for listing of the notes on any securities exchange. We cannot assure
that an active trading market for the notes will develop. There can be no assurances as to the liquidity of any market that may develop for the notes, the ability of noteholders to sell their notes or the price at which the noteholders may be able
to sell their notes. Future trading prices of the notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities. Generally, the liquidity of, and trading
market for, the notes may also be materially and adversely affected by declines in the market for similar debt securities. Such a decline may materially and adversely affect such liquidity and trading independent of our financial performance and
prospects.
Upon the occurrence of a Special Mandatory Redemption Trigger, the Company will be required to redeem the
notes. In addition, the notes may also be redeemed at the Companys option, if, in the Companys judgment, the Transaction will not be consummated on or prior to July 1, 2020. If the Company redeems the
notes, holders may not obtain their expected return on such notes.
The closing of this offering is not conditioned on, and is
expected to be consummated before, the closing of the Transaction, which is expected to occur in December 2019. The Companys obligation to consummate the closing under the Agreement is subject to certain conditions, including, among others,
receipt of a certain governmental approval. The Company may not be able to consummate the transactions contemplated by the Agreement by July 1, 2020, as described under Description of the Notes Redemption Special Mandatory
Redemption or at all. Certain conditions to closing in the Agreement are beyond the Companys control.
Upon the occurrence of
a Special Mandatory Redemption Trigger, the Company will be required to redeem the notes, in whole, at a redemption price equal to 101% of the aggregate principal amount of the notes being redeemed, plus accrued and unpaid interest to but not
including the Special Mandatory Redemption date. The notes may also be redeemed at the Companys option, in whole, at any time prior to July 1, 2020, at a redemption price equal to 101% of the aggregate principal amount of the notes being
redeemed, plus accrued and unpaid interest to but not including the date of the redemption, if, in the Companys judgment, the Transaction will not be consummated on or prior to July 1, 2020. Holders of the notes will have no rights under
such provision if the Transaction closes, nor will holders have any right to require the Company to repurchase the notes if, between the closing of the offering of the notes and the completion of the Transaction, the Company experiences any changes
(including any material adverse changes) in its business or financial condition, or if the terms of the Agreement change, including in any material respect.
If one or more series of notes are redeemed, holders may not obtain their expected return on such notes and may not be able to reinvest the
proceeds from redemption in an investment that results in a comparable return. In addition, as a result of such redemption provisions of the notes, the trading prices of such series of notes may not reflect the financial results of the
Companys business or macroeconomic factors.
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