UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (date of earliest event reported): December 13, 2016
NOBLE CORPORATION plc
(Exact name of Registrant as specified in its charter)
England and Wales | 001-36211 | 98-0619597 | ||||||
(State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. employer identification number) |
Devonshire House, 1 Mayfair Place London, England |
W1J8AJ | |
(Address of principal executive offices) | (Zip code) |
Registrants telephone number, including area code: +44 20 3300 2300
NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)
Cayman Islands | 001-31306 | 98-0366361 | ||||||
(State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. employer identification number) |
Suite 3D, Landmark Square 64 Earth Close P.O. Box 31327 Georgetown, Grand Cayman, Cayman Islands, BWI |
KY-1 1206 | |
(Address of principal executive offices) | (Zip code) |
Registrants telephone number, including area code: (345) 938-0293
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This combined filing on Form 8-K is separately filed by Noble Corporation plc, a public limited company incorporated under the laws of England and Wales (Noble-U.K.), and Noble Corporation, a Cayman Islands company (Noble-Cayman). Information in this filing relating to Noble-Cayman is filed by Noble-U.K. and separately by Noble-Cayman on its own behalf. Noble-Cayman makes no representation as to information relating to Noble-U.K. (except as it may relate to Noble-Cayman) or any other affiliate or subsidiary of Noble-U.K. This report should be read in its entirety as it pertains to each of Noble-U.K. and Noble-Cayman.
Item 8.01 | Other Events. |
Senior Notes Offering
On December 13, 2016, Noble-U.K. issued a press release regarding the commencement by Noble Holding International Limited, a Cayman Islands exempted company and an indirect, wholly owned subsidiary of Noble-U.K. (NHIL) of an underwritten registered offering of $500 million aggregate principal amount of senior notes of NHIL. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
This current report does not constitute an offer to sell, or a solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any such securities will be offered only by means of a prospectus, including a prospectus supplement relating to such securities, meeting the requirements of Section 10 of the U.S. Securities Act of 1933.
Tender Offers
On December 13, 2016, Noble-U.K. issued a press release announcing the commencement of cash tender offers (the Tender Offers) by NHIL and Noble-Cayman, for NHILs outstanding 4.90% Senior Notes due 2020 (the 2020 Notes), 4.625% Senior Notes due 2021 (the 2021 Notes) and 3.95% Senior Notes due 2022 (the 2020 Notes and together with the 2020 Notes and the 2021 Notes, the Notes). The company subsequently issued a corrected press release to correct inadvertent typographical errors in the original press release in listing (i) the Tender Offer Consideration (as defined therein) for its 2021 Notes and 2022 Notes as $900.00 and $955.00, respectively, which as corrected are $955.00 and $900.00, respectively, and (ii) the Total Consideration (as defined therein) for its 2021 Notes and 2022 Notes as $930.00 and $985.00, respectively, which as corrected are $985.00 and $930.00, respectively. A copy of the corrected press release is attached as Exhibit 99.2 and incorporated herein by reference.
This current report does not constitute an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offers. The Tender Offers are only being made pursuant to an Offer to Purchase and the related Letter of Transmittal. The Tender Offers are not being made to holders of Notes in any state or jurisdiction in which the making or acceptance thereof would be unlawful under the securities laws of any such jurisdiction.
The foregoing information, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT |
DESCRIPTION | |||
99.1 | | Press Release issued by Noble Corporation plc dated December 13, 2016. | ||
99.2 | | Press Release issued by Noble Corporation plc dated December 13, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Noble Corporation plc, a public limited company incorporated under the laws of England and Wales | ||||||
Date: December 13, 2016 | ||||||
By: | /s/ Dennis J. Lubojacky | |||||
Name: | Dennis J. Lubojacky | |||||
Title: | Chief Financial Officer, Vice President and Controller | |||||
Noble Corporation, a Cayman Islands company | ||||||
By: | /s/ Dennis J. Lubojacky | |||||
Name: | Dennis J. Lubojacky | |||||
Title: | Vice President and Chief Financial Officer |
INDEX TO EXHIBITS
EXHIBIT |
DESCRIPTION | |||
99.1 | | Press Release issued by Noble Corporation plc dated December 13, 2016. | ||
99.2 | | Press Release issued by Noble Corporation plc dated December 13, 2016. |
Exhibit 99.1
Noble Corporation plc Devonshire House 1 Mayfair Place London W1J 8AJ England |
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PRESS RELEASE
NOBLE CORPORATION ANNOUNCES OFFERING OF SENIOR NOTES
LONDON, December 13, 2016 - Noble Corporation plc (Noble) (NYSE: NE) announced today that its indirect, wholly-owned subsidiary, Noble Holding International Limited (NHIL), has commenced an offering of senior unsecured notes. Noble Corporation, a Cayman Islands exempted company (Noble-Cayman) and an indirect, wholly-owned subsidiary of Noble, will fully and unconditionally guarantee the notes on a senior unsecured basis. NHIL intends to use the net proceeds, together with cash on hand, to pay the purchase price and accrued interest (together with fees and expenses) in the tender offers (the Tender Offers) to purchase for cash up to $500,000,000 aggregate purchase price, excluding accrued interest, of NHILs 4.90% Senior Notes due 2020 (the 2020 Notes), 4.625% Senior Notes due 2021 and 3.95% Senior Notes due 2022. If the Tender Offers, which are subject to market conditions and other factors, including a $200 million cap with respect to the 2020 Notes, are not consummated, or the aggregate purchase price of the notes tendered in the Tender Offers and accepted for payment is less than the net proceeds of the offering, NHIL will use the remainder of those proceeds for general corporate purposes, which may include the retirement of debt, including the purchase of debt in open market or privately negotiated transactions.
Credit Suisse Securities (USA) LLC, Barclays Capital Inc., Citigroup Global Markets Inc., DNB Markets, Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC are acting as the joint book-running managers. Copies of the prospectus supplement and prospectus may be obtained from Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, NY 10010, 1-800-221-1037, newyork.prospectus@credit-suisse.com. The documents are also available on the U.S. Securities and Exchange Commissions website at www.sec.gov.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. Offers of securities will be made only by means of a prospectus supplement and prospectus filed with the U.S. Securities and Exchange Commission. The prospectus and prospectus supplement are part of a shelf registration statement that has become effective under the U.S. Securities Act of 1933, as amended. This press release is not an offer to purchase or a solicitation of an offer to sell any of the notes subject to the Tender Offers. The Tender Offers are being made subject to the terms of an offer to purchase and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of NHIL by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Forward-Looking Disclosure Statement
Statements regarding activities or events that Noble believes will or may occur in the future, including statements about the intended use of proceeds or other aspects of the notes offering, as well as any other statements that are not historical facts in this release, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to operating hazards and delays, risks associated with operations outside of the U.S., actions by regulatory authorities, customers and other third parties, legislation and regulations affecting drilling operations, compliance with regulatory requirements, factors affecting the level of activity in the oil and gas industry, supply and demand of drilling rigs, factors affecting the duration of contracts, delays in the construction of newbuilds, the actual amount of downtime, factors that reduce applicable dayrates, violations of anti-corruption laws, hurricanes and other weather conditions, market conditions, the future price of oil and gas and other factors detailed in Nobles most recent Form 10-K, Form 10-Qs and other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.
Noble-Cayman is an indirect, wholly-owned subsidiary of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales. Noble-Cayman performs, through its subsidiaries, contract drilling services with a fleet of 30 offshore drilling units located worldwide.
PAGE 2
NHIL is an indirect, wholly-owned subsidiary of Noble-Cayman. NHIL performs, through its subsidiaries, worldwide contract drilling services with a fleet of offshore drilling units located worldwide.
NC-797
12/13/2016
For additional information, contact
Jeffrey L. Chastain,
Vice President - Investor Relations and Corporate Communications,
Noble Drilling Services Inc., 281-276-6383
PAGE 3
Exhibit 99.2
Noble Corporation plc Devonshire House 1 Mayfair Place London W1J 8AJ England |
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PRESS RELEASE
NOBLE CORPORATION PLC ANNOUNCES CASH TENDER OFFER FOR SENIOR
NOTES BY WHOLLY-OWNED SUBSIDIARY
LONDON, December 13, 2016 Noble Corporation plc (NYSE: NE) announced today, on behalf of its indirect, wholly-owned subsidiary, Noble Holding International Limited (NHIL), that NHIL has commenced cash tender offers (the Tender Offers) for up to an aggregate principal amount that will not result in an Aggregate Purchase Price (as defined below) that exceeds $500,000,000 (subject to increase by NHIL, the Aggregate Maximum Tender Amount) of NHILs 4.90% Senior Notes due 2020 (the 2020 Notes), of which $467,762,000 principal amount is currently outstanding, NHILs 4.625% Senior Notes due 2021 (the 2021 Notes), of which $396,612,000 principal amount is currently outstanding, and NHILs 3.95% Senior Notes due 2022 (together with the 2020 Notes and the 2021 Notes, the Notes), of which $400,000,000 principal amount is currently outstanding. Information related to the Notes and the Tender Offers is listed in the table below. NHIL refers to the aggregate amount that all holders of Notes are entitled to receive, excluding Accrued Interest (as defined below), for their Notes that are validly tendered and accepted for purchase by NHIL as the Aggregate Purchase Price.
The aggregate principal amount of the 2020 Notes that may be purchased pursuant to the Tender Offers will not exceed $200,000,000, subject to increase or decrease by NHIL (the 2020 Tender Cap).
The terms and conditions of the Tender Offers are described in an Offer to Purchase, dated December 13, 2016 (the Offer to Purchase), and the related Letter of Transmittal. The amounts of each series of Notes to be purchased may be prorated as set forth in the Offer to Purchase.
Title of Notes |
CUSIP Number |
Aggregate Principal Amount Outstanding |
Tender Cap | Acceptance Priority Level |
Tender Offer Consideration(1) |
Early Tender Premium(1) |
Total Consideration(1)(2) |
|||||||||||||||||||||
4.90% Senior Notes due 2020 |
65504LAC1 | $ | 467,762,000 | $ | 200,000,000 | 1 | $ | 1,002.50 | $ | 30.00 | $ | 1,032.50 | ||||||||||||||||
3.95% Senior Notes due 2022 |
65504LAJ6 | $ | 400,000,000 | N/A | 2 | $ | 900.00 | $ | 30.00 | $ | 930.00 | |||||||||||||||||
4.625% Senior Notes due 2021 |
65504LAF4 | $ | 396,612,000 | N/A | 3 | $ | 955.00 | $ | 30.00 | $ | 985.00 |
(1) | Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by NHIL. |
(2) | Includes the Early Tender Premium (as defined below) for Notes validly tendered prior to the Early Tender Date (as defined below) (and not validly withdrawn) and accepted for purchase by NHIL. |
The order of priority for the purchase of the Notes (the Acceptance Priority Levels) is shown in the table above, with 1 being the highest Acceptance Priority Level. The Tender Offers will expire at midnight, New York City time, at the end of the day on January 11, 2017, unless extended or earlier terminated by NHIL (the Expiration Date). No tenders submitted after the Expiration Date will be valid.
Subject to the terms and conditions of the Tender Offers, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by NHIL pursuant to the Tender Offers will be the tender offer consideration for such series of Notes set forth in the table above (with respect to each series of Notes, the Tender Offer Consideration). Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on December 27, 2016 (such date and time, as it may be extended, the Early Tender Date) and accepted for purchase by NHIL pursuant to the Tender Offers will receive the applicable Tender Offer Consideration for such series, plus the early tender premium for such series of Notes set forth in the table above (with respect to each series of Notes, the Early Tender Premium and, together with the
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applicable Tender Offer Consideration, the Total Consideration), subject to the terms and conditions of the Tender Offers. Holders of Notes tendering their Notes after the Early Tender Date will not be eligible to receive the Early Tender Premium.
All Notes validly tendered and accepted for purchase by NHIL pursuant to the Tender Offers will receive the applicable consideration set forth in the table above, plus accrued and unpaid interest on such Notes from the last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date (as defined below) (Accrued Interest).
Tendered Notes may be withdrawn from the Tender Offers at or prior to 5:00 p.m., New York time, on December 27, 2016, unless extended by NHIL (such date and time, as it may be extended, the Withdrawal Deadline). Holders who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes.
NHIL reserves the right, but is under no obligation, to increase the Aggregate Maximum Tender Amount and increase or decrease the 2020 Tender Cap at any time without extending the Early Tender Date or the Withdrawal Deadline or otherwise reinstating withdrawal rights for any Tender Offer, subject to applicable law, which could result in the Companys purchasing a greater or lesser amount of Notes in the Tender Offers.
NHIL reserves the right, but is under no obligation, at any point following the Early Tender Date and before the Expiration Date, subject to the satisfaction or waiver of the conditions to the Tender Offers, to accept for purchase any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date (the settlement date of such purchase being the Early Settlement Date), subject to the Aggregate Maximum Tender Amount, the 2020 Tender Cap, the Acceptance Priority Levels and proration. The Early Settlement Date will be determined at NHILs option and is currently expected to occur on December 28, 2016, the first business day after the Early Tender Date, subject to all conditions to the Tender Offers having been either satisfied or waived by NHIL. On such Early Settlement Date, NHIL will accept Notes validly tendered at or prior to the Early Tender Date, subject to the Aggregate Maximum Tender Amount, the 2020 Tender Cap, the Acceptance Priority Levels and proration. NHIL will purchase any remaining Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date and that NHIL chooses to accept for purchase, subject to all conditions to the Tender Offers having been either satisfied or waived by NHIL, promptly following the Expiration Date (the settlement date of such purchase being the Final Settlement Date, the Final Settlement Date and the Early Settlement Date each being a Settlement Date). The Final Settlement Date is expected to occur on January 12, 2017, the first business day following the Expiration Date, assuming that the conditions to the Tender Offers are satisfied or waived and Notes having an aggregate purchase price equal to the Aggregate Maximum Tender Amount are not purchased on the Early Settlement Date. Notes accepted on the Final Settlement Date, if any, will be accepted subject to the Aggregate Maximum Tender Amount, the 2020 Tender Cap, the Acceptance Priority Levels and proration.
Subject to the Aggregate Maximum Tender Amount, the 2020 Tender Cap and proration, NHIL will accept Notes for purchase as follows: (1) with respect to Notes tendered at or before the Early Tender Date, all Notes tendered at or before the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Notes tendered at or before the Early Tender Date having a lower Priority Acceptance Level are accepted, and (2) with respect to Notes tendered after the Early Tender Date, all Notes validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Date having a lower Acceptance Priority Level are accepted. For the avoidance of doubt, if the Tender Offers are not fully subscribed as of the Early Tender Date, Notes tendered at or before the Early Tender Date will be accepted for purchase in priority to Notes tendered after the Early Tender Date, even if Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Date.
Acceptance for tenders of any Notes may be subject to proration if the aggregate principal amount for any series of Notes validly tendered and not validly withdrawn would result in an Aggregate Purchase Price for such Notes that exceeds the Aggregate Maximum Tender Amount. Acceptance for tenders of 2020 Notes may be subject to proration if the aggregate principal amount of 2020 Notes validly tendered and not validly withdrawn would exceed the 2020 Tender Cap. If the aggregate principal amount of Notes validly tendered at or before the Early Tender Date exceeds the Aggregate Maximum Tender Amount, the Company will not accept for purchase any Notes tendered after the Early Tender Date, and if the aggregate principal amount of 2020 Notes validly tendered at or before the Early Tender Date exceeds the 2020 Tender Cap, the Company will not accept for purchase any 2020 Notes tendered after the Early Tender Date, unless the Aggregate Maximum Tender Amount or the 2020 Tender Cap is increased, as applicable.
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The consummation of the Tender Offers is not conditioned upon any minimum amount of Notes being tendered. However, the Tender Offers are subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Offer to Purchase, including NHILs completion of its concurrently announced registered offering of senior notes (the Debt Financing) providing gross proceeds of at least $500 million to NHIL.
NHIL expects to use the net proceeds from the Debt Financing, together with cash on hand, to fund its payment of the Tender Offer Consideration, the Total Consideration and fees and expenses (including Accrued Interest) payable in connection with the Tender Offers.
Full details of the terms and conditions of the Tender Offers are described in the Offer to Purchase and related Letter of Transmittal, which are being sent by NHIL to holders of the Notes. Holders of the Notes are encouraged to read these documents, as they contain important information regarding the Tender Offers.
NHIL has retained Credit Suisse Securities (USA) LLC to act as the dealer manager for the Tender Offers. Questions or requests for assistance regarding the terms of the Tender Offers should be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll-free). Requests for the Offer to Purchase and other documents relating to the Tender Offers may be directed to D.F. King & Co., Inc., the tender agent and information agent for the Tender Offers, at (212) 269-5550 (for banks and brokers only) or (800) 591-8252 (toll-free) (for all others) or nbl@dfking.com.
None of NHIL, Noble Corporation, a Cayman Islands exempted company and the guarantor of the Notes (Noble-Cayman), their respective boards of directors, the dealer manager, the tender agent and information agent or the trustee with respect to the Notes or any of NHILs, Noble-Caymans or their respective affiliates is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers. Holders must make their own decisions as to whether to participate in the Tender Offers, and, if so, the principal amount of Notes to tender.
The Tender Offers are only being made pursuant to the Offer to Purchase and the related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of NHIL by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities issued in connection with any notes offering, nor shall there be any sale of the securities issued in such an offering in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any such securities will be offered only by means of a prospectus, including a prospectus supplement relating to such securities, meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Forward-Looking Disclosure Statement
Statements in this press release regarding activities or events that may occur in the future, including statements about the Tender Offers, as well as any other statements in this release that are not historical facts, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to statements regarding the results of the Debt Financing or the Tender Offers, rig demand, the offshore drilling market, oil prices, contract backlog, fleet status, our or our affiliates financial position, business strategy, timing or results of acquisitions or dispositions, impairments, repayment of debt, credit ratings, borrowings under our or our affiliates credit facilities or other instruments, sources of funds, completion, delivery dates and acceptance of our or our affiliates newbuild rigs, future capital expenditures, contract commitments, dayrates, contract commencements, extension or renewals, contract tenders, the outcome of any dispute, litigation, audit or investigation, plans and objectives of management for future operations, foreign currency requirements, results of joint ventures, indemnity and other contract claims, construction and upgrade of rigs, industry conditions, access to financing, impact of competition, governmental regulations and permitting, availability of labor, worldwide economic conditions, taxes
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and tax rates, indebtedness covenant compliance, dividends and distributable reserves, timing or results of acquisitions or dispositions and timing for compliance with any new regulations and other factors detailed in Noble-Caymans most recent Form 10-K and other filings with the U.S. Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.
Noble-Cayman is an indirect, wholly-owned subsidiary of Noble Corporation plc, a public limited company incorporated under the laws of England and Wales. Noble-Cayman performs, through its subsidiaries, contract drilling services with a fleet of offshore drilling unit located worldwide.
NHIL is an indirect, wholly-owned subsidiary of Noble-Cayman. NHIL performs, through its subsidiaries, worldwide contract drilling services with a fleet of offshore drilling units located worldwide.
NC-796
12/13/2016
For additional information, contact:
Jeffrey L. Chastain,
Vice President Investor Relations and Corporate Communications,
Noble Drilling Services Inc., 281-276-6383
4
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