parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the settlement date will be required, by virtue of the fact that the
notes initially will settle in T + 5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.
To the extent any underwriter that is not a U.S.-registered broker-dealer intends to effect sales of notes in the United States, it will do so
through one or more U.S.-registered broker-dealers in accordance with the applicable U.S. securities laws and regulations and the rules of the Financial Industry Regulatory Authority, Inc. (FINRA).
The notes are a new issue of securities with no established trading market. The underwriters have advised us that they currently intend to
make a market in the notes. The underwriters, however, are not obligated to do so, and any market-making activity with respect to the notes may be discontinued at any time without notice.
In connection with the offering, the underwriters may purchase and sell notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of notes than they are required to purchase in the offering. Stabilizing transactions consist of
certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the notes while the offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the
underwriting discount received by it because the representatives have repurchased notes sold by or for the account of such underwriter in stabilizing or short covering transactions.
These activities by the underwriters, as well as other purchases by the underwriters for their own accounts, may stabilize, maintain or
otherwise affect the market price of the notes. As a result, the price of the notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any
time. These transactions may be effected in the over-the-counter market or otherwise.
We estimate that our share of the total expenses of the offering, excluding the underwriting discounts, will be approximately $3 million.
Certain of the underwriters or their affiliates may hold some of the 2024 notes being repaid and, accordingly, may receive a portion of the
net proceeds of this offering.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or under certain circumstances to contribute to payments which the underwriters may be required to make in that respect.
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time,
engaged, and may in the future engage in, various investment banking and other commercial dealings in the ordinary course of business with us or our affiliates, for which they received or will receive customary fees and commissions. Certain
affiliates of the underwriters for this offering are lenders under our revolving credit facility. Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered
broker-dealers as permitted by the regulations of FINRA.
In the ordinary course of their various business activities, the underwriters
and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the
accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our
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