Filed Pursuant to Rule 424(b)(3) | | | Registration No. 333-238743 |
up to $300,000,000 3.375% Senior Notes due 2029
which have been registered under the Securities Act
for
up to $300,000,000 3.375% Senior Notes due 2029
which have not been registered under the Securities Act
• | We will exchange all Outstanding Notes that are validly tendered and not validly withdrawn for an equal principal amount of Exchange Notes that are freely tradable. |
• | You may withdraw tenders of Outstanding Notes at any time prior to the expiration date of the exchange offer. |
• | The exchange offer expires at 5:00 p.m., New York City time, on July 9, 2020, unless we extend the exchange offer. We currently do not intend to extend the expiration date of the exchange offer. |
• | The exchange of Outstanding Notes for Exchange Notes in the exchange offer generally will not be a taxable event to a holder for United States federal income tax purposes. |
• | We will not receive any proceeds from the exchange offer. |
• | The exchange offer is subject to customary conditions, including the condition that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission. |
• | The Exchange Notes are being offered in order to satisfy certain of our obligations under the registration rights agreement entered into in connection with the private offering of the Outstanding Notes. |
• | The terms of the Exchange Notes to be issued in the exchange offer are substantially identical to the terms of the Outstanding Notes, except that the Exchange Notes will be freely tradable and will not contain provisions relating to additional interest relating to our registration obligations. |
• | We do not intend to apply for listing of the Exchange Notes on any securities exchange or to arrange for such Exchange Notes to be quoted on any quotation system. |
• | Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge by way of the letter of transmittal that it will deliver a prospectus in connection with any resale of the Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended (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 Outstanding Notes where such Outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. |
• | We have agreed that, until December 7, 2020, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” |