RISK FACTORS
You should carefully review the information included elsewhere and incorporated by reference in this prospectus supplement and the
accompanying prospectus and should particularly consider the following matters.
This prospectus supplement, the accompanying
prospectus, and the documents we incorporate by reference may contain statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, or Exchange Act. Forward-looking statements are based on, and include statements about, our estimates, expectations, beliefs, intentions, and strategies for the future, and the assumptions underlying these forward-looking
statements. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as believe, anticipate,
expect, intend, may, will, estimate, would, could, should, project, plan, goal, and similar expressions.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict.
Therefore, actual results may vary materially from what is expressed in or indicated by our forward-looking statements or from historical experience or our present expectations. Known material risk factors that could cause these differences are set
forth in our filings with the Securities and Exchange Commission, or SEC, that are incorporated in this prospectus supplement by reference. Caution should be taken not to place undue reliance on our forward-looking statements, which represent our
views only as of the dates of the respective documents. We undertake no obligation to update publicly or revise any forward-looking statements to reflect subsequent events or circumstances. Additional information concerning these and other factors
is contained in our filings with the SEC, including, but not limited to, our Forms
10-K,
10-Q,
and
8-K.
Risks Relating to the Notes
The
notes are subject to prior claims of secured creditors, and if a default occurs, we may not have sufficient funds to fulfill our obligations under the notes.
The notes are our general obligations, ranking equally with our other senior unsecured indebtedness and liabilities but effectively ranking
below our secured indebtedness and structurally ranking below any debt and other liabilities of our subsidiaries. As of September 30, 2017,
we had $1,023 million of secured indebtedness. The indenture governing the notes permits us
and our subsidiaries to incur additional secured debt. If we incur any additional secured debt, our assets and the assets of our subsidiaries that are security for that debt will be subject to prior claims by our secured creditors. In the event of
our bankruptcy, liquidation, reorganization, or other winding up, assets that secure debt will be available to pay obligations on the notes only after all debt secured by those assets has been repaid in full. Holders of the notes will participate in
our remaining assets ratably with all of our unsecured and unsubordinated creditors, including our trade creditors.
If we incur any
additional obligations that rank equally with the notes, including trade payables, the holders of those obligations will be entitled to share ratably with the holders of the notes in any proceeds distributed upon our insolvency, liquidation,
reorganization, dissolution, or other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to pay all of these creditors, all or a portion of the notes then outstanding
would remain unpaid.
The limited covenants in the indenture governing the notes, and the terms of the notes, do not contain
financial covenants and provide only limited protection against some types of important corporate events and may not protect your investment.
The indenture governing the notes does not:
|
|
|
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow, or liquidity and, accordingly, does not protect holders of the notes in the event that we experience significant
adverse changes in our financial condition or results of operations;
|
S-3