New York
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001-37817
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81-2983623
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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☐
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Emerging growth company
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Exhibit No.
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Description
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CONDUENT INCORPORATED
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Date: July 13, 2018
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By:
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/s/ J. Michael Peffer | |
Name: J. Michael Peffer | |||
Title: Secretary | |||
Section 1.01
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To Be Read With the Indenture.
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Section 1.02
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Capitalized Terms.
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Section 2.01
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Amendments
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(a)
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Each of Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17 and 5.01 of the Indenture shall be amended and restated in their entirety to read as follows:
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“Section 4.03 [Intentionally Omitted]”
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“Section 4.04 [Intentionally Omitted]”
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“Section 4.05 [Intentionally Omitted]”
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“Section 4.06 [Intentionally Omitted]”
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“Section 4.07 [Intentionally Omitted]”
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“Section 4.08 [Intentionally Omitted]”
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“Section 4.09 [Intentionally Omitted]”
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“Section 4.10 [Intentionally Omitted]”
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“Section 4.11 [Intentionally Omitted]”
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“Section 4.12 [Intentionally Omitted]”
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“Section 4.13 [Intentionally Omitted]”
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“Section 4.14 [Intentionally Omitted]”
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“Section 4.16 [Intentionally Omitted]”
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“Section 4.17 [Intentionally Omitted]”
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“Section 5.01 [Intentionally Omitted]”
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(b)
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Clause (a) of Section 6.01 of the Indenture shall be amended and restated in its entirety to read as follows:
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“Section 6.01 Events of Default.
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(1) default in payment when due and payable, upon redemption, maturity, acceleration or otherwise, of principal of the Notes; | ||
(2) default for 30 days or more in the payment when due of interest on or with respect to the Notes; | ||
(3) [Intentionally Omitted];
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(4) [Intentionally Omitted];
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(5) [Intentionally Omitted];
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(6) [Intentionally Omitted];
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(7) [Intentionally Omitted]; or
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(8) [Intentionally Omitted].”
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Section 3.01
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Ratification of Indenture.
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Section 3.02
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Effective Time.
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Section 3.03
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Governing Law.
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Section 3.04
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Counterparts.
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Section 3.05
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Effect of Headings.
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Section 3.06
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Trustee.
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CONDUENT FINANCE, INC.
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By:
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/s/ J. Michael Peffer | |
Name: J. Michael Peffer | |||
Title: Secretary | |||
CONDUENT BUSINESS SERVICES, LLC
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By:
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/s/ J. Michael Peffer | |
Name: J. Michael Peffer | |||
Title: Executive Vice President | |||
GUARANTORS:
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CONDUENT INCORPORATED
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By:
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/s/ Brian J. Webb-Walsh | |
Name: Brian J. Webb-Walsh | |||
Title: Executive Vice President and Chief Financial Officer | |||
CGS LOCAL GOVERNMENT SOLUTIONS, LLC
CGSLGS HOLDINGS, LLC
CSLS HOLDINGS, LLC
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By:
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/s/ J. Michael Peffer | |
Name: J. Michael Peffer | |||
Title: President | |||
CONDUENT ASSET MANAGEMENT GROUP,
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CONDUENT LEARNING SERVICES, INC.
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LLC
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CONDUENT LEGAL & COMPLIANCE
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CONDUENT BILL REVIEW CORPORATION
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SOLUTIONS, LLC
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CONDUENT BPO SERVICES, LLC
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CONDUENT MIDDLE EAST, INC.
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CONDUENT BUSINESS PROCESS
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CONDUENT MORTGAGE SERVICES, INC.
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OPTIMIZATION SERVICES, INC.
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CONDUENT PARKINDY, LLC
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CONDUENT CARE AND QUALITY
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CONDUENT PATIENT ACCESS SOLUTIONS,
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SOLUTIONS, INC.
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LLC
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CONDUENT CARE MANAGEMENT, INC.
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CONDUENT PAYMENT INTEGRITY
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CONDUENT CARE SOLUTIONS, LLC
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SOLUTIONS, INC.
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CONDUENT COMMERCIAL SOLUTIONS,
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CONDUENT PERFORMANCE
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LLC
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IMPROVEMENT SOLUTIONS, INC.
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CONDUENT COMPLIANCE & RISK
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CONDUENT PUBLIC HEALTH SOLUTIONS,
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CONSULTING CORPORATION
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INC.
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CONDUENT CREDIT BALANCE
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CONDUENT SECURITIES SERVICES, INC.
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SOLUTIONS, LLC
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CONDUENT STATE & LOCAL SOLUTIONS,
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CONDUENT CUSTOMER CARE SOLUTIONS,
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INC.
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INC.
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CONDUENT TITLE RECORDS
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CONDUENT DEFENSE, LLC
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CORPORATION
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CONDUENT EDI SOLUTIONS, INC.
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CONDUENT TRADEONE MARKETING, INC.
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CONDUENT EDUCATION INDUSTRY
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CONDUENT TRANSPORT SOLUTIONS, INC.
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SERVICES, LLC
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CONDUENT UNCLAIMED PROPERTY
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CONDUENT EDUCATION LOAN SERVICES,
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SYSTEMS, INC.
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LLC
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CONDUENT WDS GLOBAL–TEXAS, INC.
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CONDUENT EDUCATION SERVICES, LLC
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CONDUENT WIRELESS DATA SERVICES
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CONDUENT ENTERPRISE SOLUTIONS, LLC
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(OPERATIONS), INC.
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CONDUENT FEDERAL SOLUTIONS, LLC
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CONDUENT WIRELESS DATA SERVICES
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CONDUENT GOVERNMENT RECORDS
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NORTH AMERICA, INC.
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SERVICES, INC.
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CONDUENT WORKERS COMPENSATION
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CONDUENT GOVERNMENT SYSTEMS, LLC
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HOLDINGS, INC.
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CONDUENT HEALTH ASSESSMENTS, LLC
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CONDUENT WORKERS COMPENSATION,
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CONDUENT HEALTHCARE INFORMATION
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LLC
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SERVICES, INC.
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THE NATIONAL ABANDONED PROPERTY
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CONDUENT HEALTHCARE KNOWLEDGE
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PROCESSING CORPORATION
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SOLUTIONS, INC.
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CONDUENT HEALTHY COMMUNITIES
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CORPORATION
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CONDUENT HERITAGE, LLC
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By:
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/s/ Brian J. Webb-Walsh | |
CONDUENT HR SERVICES, LLC
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Name: Brian J. Webb-Walsh
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CONDUENT HUMAN RESOURCE SERVICES,
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Title: Senior Vice President
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LLC
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CONDUENT HUMAN SERVICES, LLC
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CONDUENT HR CONSULTING, LLC
CONDUENT IMAGE SOLUTIONS, INC.
CONDUENT LENDING, INC.
CONDUENT STATE HEALTHCARE, LLC
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By:
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/s/ J. Michael Peffer | |
Name: J. Michael Peffer | |||
Title: Vice President and Secretary | |||
CONDUENT EDUCATION SOLUTIONS, LLC
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By:
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/s/ Brian J. Webb-Walsh | |
Name: Brian J. Webb-Walsh | |||
Title: Manager | |||
CONDUENT HEALTH ADMINISTRATION, INC.
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By:
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/s/ Brian J. Webb-Walsh | |
Name: Brian J. Webb-Walsh | |||
Title: President and Secretary | |||
CONDUENT CARD SERVICES, LLC
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By:
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/s/ Sumeet Sanghani | |
Name: Sumeet Sanghani | |||
Title: President and Secretary | |||
CONDUENT SECURITIES, LLC
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By:
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/s/ Nicolas Medina | |
Name: Nicolas Medina | |||
Title: President | |||
TRUSTEE:
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U.S. BANK NATIONAL ASSOCIATION
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as Trustee
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By:
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/s/ Philip G. Kane, Jr.
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Name: Philip G. Kane, Jr. | |||
Title: Vice President | |||
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![]() |
For Immediate Release
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Conduent Incorporated
100 Campus Drive
Florham Park, N.J. 07932
www.conduent.com
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CUSIP and/or ISIN Nos.
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Outstanding
Principal Amount
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Title of Notes
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Early Tender
Payment(1)(2)
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Tender Offer Consideration(1)(3)
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Total Consideration(1)(3)
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206786AA3 / US206786AA35
U20547AA0 / USU20547AA09
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$510,000,000
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10.500% Senior
Notes due 2024
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$50.00
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$1,150.00
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$1,200.00
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(1) |
Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase.
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(2) |
Included in the Total Consideration for Notes tendered and accepted for purchase at or prior to the Early Tender Deadline.
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(3) |
Does not include accrued and unpaid interest that will be paid on the Notes accepted for purchase.
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