The Notes are being offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended and to non-U.S. persons outside of the United States in compliance with Regulation S of the Securities Act. The company intends to use the entire net proceeds from this offering to repay term loans outstanding under its existing credit facility.
The Notes have not been registered under the Securities Act, any other federal securities laws or the securities laws of any state, and until so registered, the Notes may not be offered or sold in the United States to, or for the account or benefit of, any United States person except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.