|
Delaware
|
| |
3714
|
| |
13-3398766
|
|
|
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Delaware
|
| |
3714
|
| |
20-1059842
|
|
|
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Delaware
|
| |
3714
|
| |
13-3398767
|
|
|
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Icahn Enterprises L.P.
|
| |
Icahn Enterprises Holdings L.P.
|
| ||||||
| Large Accelerated Filer ☒ | | | Accelerated Filer ☐ | | | Large Accelerated Filer ☐ | | | Accelerated Filer ☐ | |
| Non-accelerated Filer ☐ | | | Smaller Reporting Company ☐ | | | Non-accelerated Filer ☒ | | | Smaller Reporting Company ☐ | |
|
Emerging Growth Company ☐
|
| |
Emerging Growth Company ☐
|
|
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Title of Each Class of Securities to be Registered
|
| |
Amount to Be
Registered(1) |
| |
Proposed
Maximum Offering Price Per Note(1) |
| |
Proposed
Maximum Aggregate Offering Price(1) |
| |
Amount of
Registration Fee(2)(3) |
| ||||||||||||
4.750% Senior Notes due 2024
|
| | | $ | 1,100,000,000 | | | | | | 100.000% | | | | | $ | 1,100,000,000 | | | | | $ | 142,780 | | |
Guarantee of 4.750% Senior Notes due 2024(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
5.250% Senior Notes due 2027
|
| | | $ | 1,000,000,000 | | | | | | 100.000% | | | | | $ | 1,000,000,000 | | | | | $ | 129,800 | | |
Guarantee of 5.250% Senior Notes due 2027(4)
|
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Icahn Enterprises
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Icahn Enterprises Holdings
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As of/Nine
Months Ended September 30, |
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As of/Year
Ended December 31, |
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As of/Nine
Months Ended September 30, |
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As of/Year Ended
December 31, |
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2019
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2018
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2018
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2017
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2016
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2015
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2014
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2019
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2018
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2018
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2017
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2016
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2015
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2014
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(in millions, except per unit data)
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(in millions)
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Statement of Operations Data
From Continuing Operations: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales
|
| | | $ | 7,371 | | | | | $ | 7,998 | | | | | $ | 10,576 | | | | | $ | 9,306 | | | | | $ | 7,740 | | | | | $ | 6,771 | | | | | $ | 10,376 | | | | | $ | 7,371 | | | | | $ | 7,998 | | | | | $ | 10,576 | | | | | $ | 9,306 | | | | | $ | 7,740 | | | | | $ | 6,771 | | | | | $ | 10,376 | | |
Other revenues from
operations |
| | | | 504 | | | | | | 491 | | | | | | 647 | | | | | | 743 | | | | | | 840 | | | | | | 418 | | | | | | 383 | | | | | | 504 | | | | | | 491 | | | | | | 647 | | | | | | 743 | | | | | | 840 | | | | | | 418 | | | | | | 383 | | |
Net (loss) gain from investment
activities |
| | | | (1,968) | | | | | | 328 | | | | | | 322 | | | | | | 302 | | | | | | (1,373) | | | | | | (987) | | | | | | (564) | | | | | | (1,968) | | | | | | 328 | | | | | | 322 | | | | | | 302 | | | | | | (1,373) | | | | | | (987) | | | | | | (564) | | |
Gain on disposition of assets, net
|
| | | | 256 | | | | | | 65 | | | | | | 84 | | | | | | 2,163 | | | | | | 6 | | | | | | 40 | | | | | | 18 | | | | | | 256 | | | | | | 65 | | | | | | 84 | | | | | | 2,163 | | | | | | 6 | | | | | | 40 | | | | | | 18 | | |
Net (loss) income
|
| | | | (1,610) | | | | | | 443 | | | | | | 282 | | | | | | 2,357 | | | | | | (2,285) | | | | | | (1,941) | | | | | | (775) | | | | | | (1,609) | | | | | | 444 | | | | | | 283 | | | | | | 2,359 | | | | | | (2,284) | | | | | | (1,940) | | | | | | (774) | | |
Less: (Loss) income attributable
to non-controlling interests |
| | | | (693) | | | | | | 242 | | | | | | 495 | | | | | | 84 | | | | | | (1,158) | | | | | | (938) | | | | | | (271) | | | | | | (693) | | | | | | 242 | | | | | | 495 | | | | | | 84 | | | | | | (1,158) | | | | | | (938) | | | | | | (271) | | |
Net (loss) income attributable to Icahn Enterprises/Icahn Enterprises Holdings
|
| | | $ | (917) | | | | | $ | 201 | | | | | $ | (213) | | | | | $ | 2,273 | | | | | $ | (1,127) | | | | | $ | (1,003) | | | | | $ | (504) | | | | | $ | (916) | | | | | $ | 202 | | | | | $ | (212) | | | | | $ | 2,275 | | | | | $ | (1,126) | | | | | $ | (1,002) | | | | | $ | (503) | | |
Net (loss) income attributable to Icahn Enterprises/Icahn Enterprises Holdings allocated to:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Limited partners
|
| | | $ | (899) | | | | | $ | 197 | | | | | $ | (209) | | | | | $ | 2,228 | | | | | $ | (1,105) | | | | | $ | (983) | | | | | $ | (494) | | | | | $ | (907) | | | | | $ | 200 | | | | | $ | (210) | | | | | $ | 2,252 | | | | | $ | (1,115) | | | | | $ | (992) | | | | | $ | (498) | | |
General partner
|
| | | | (18) | | | | | | 4 | | | | | | (4) | | | | | | 45 | | | | | | (22) | | | | | | (20) | | | | | | (10) | | | | | | (9) | | | | | | 2 | | | | | | (2) | | | | | | 23 | | | | | | (11) | | | | | | (10) | | | | | | (5) | | |
| | | | $ | (917) | | | | | $ | 201 | | | | | $ | (213) | | | | | $ | 2,273 | | | | | $ | (1,127) | | | | | $ | (1,003) | | | | | $ | (504) | | | | | $ | (916) | | | | | $ | 202 | | | | | $ | (212) | | | | | $ | 2,275 | | | | | $ | (1,126) | | | | | $ | (1,002) | | | | | $ | (503) | | |
Basic and diluted (loss) income
per LP unit |
| | | $ | (4.56) | | | | | $ | 1.11 | | | | | $ | (1.16) | | | | | $ | 13.84 | | | | | $ | (8.07) | | | | | $ | (7.80) | | | | | $ | (4.15) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average LP units
outstanding |
| | | | 197 | | | | | | 178 | | | | | | 180 | | | | | | 161 | | | | | | 137 | | | | | | 126 | | | | | | 119 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash distributions declared per
LP unit |
| | | $ | 6.00 | | | | | $ | 5.25 | | | | | $ | 7.00 | | | | | $ | 6.00 | | | | | $ | 6.00 | | | | | $ | 6.00 | | | | | $ | 6.00 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 3,266 | | | | | | | | | | | $ | 2,656 | | | | | $ | 1,164 | | | | | $ | 1,114 | | | | | $ | 1,369 | | | | | $ | 2,292 | | | | | $ | 3,266 | | | | | | | | | | | $ | 2,656 | | | | | $ | 1,164 | | | | | $ | 1,114 | | | | | $ | 1,369 | | | | | $ | 2,292 | | |
Investments
|
| | | | 9,437 | | | | | | | | | | | | 8,337 | | | | | | 10,015 | | | | | | 9,559 | | | | | | 15,002 | | | | | | 14,149 | | | | | | 9,437 | | | | | | | | | | | | 8,337 | | | | | | 10,015 | | | | | | 9,559 | | | | | | 15,002 | | | | | | 14,149 | | |
Property, plant and equipment,
net |
| | | | 4,592 | | | | | | | | | | | | 4,703 | | | | | | 5,186 | | | | | | 5,905 | | | | | | 5,668 | | | | | | 5,456 | | | | | | 4,592 | | | | | | | | | | | | 4,703 | | | | | | 5,186 | | | | | | 5,905 | | | | | | 5,668 | | | | | | 5,456 | | |
Assets held for sale
|
| | | | 7 | | | | | | | | | | | | 333 | | | | | | 10,263 | | | | | | 11,493 | | | | | | 10,054 | | | | | | 9,765 | | | | | | 7 | | | | | | | | | | | | 333 | | | | | | 10,263 | | | | | | 11,493 | | | | | | 10,054 | | | | | | 9,765 | | |
Total assets
|
| | | | 23,257 | | | | | | | | | | | | 23,396 | | | | | | 31,801 | | | | | | 33,371 | | | | | | 36,407 | | | | | | 35,743 | | | | | | 23,257 | | | | | | | | | | | | 23,428 | | | | | | 31,833 | | | | | | 33,399 | | | | | | 36,434 | | | | | | 35,769 | | |
Deferred tax liability
|
| | | | 625 | | | | | | | | | | | | 676 | | | | | | 732 | | | | | | 1,147 | | | | | | 791 | | | | | | 904 | | | | | | 625 | | | | | | | | | | | | 676 | | | | | | 732 | | | | | | 1,147 | | | | | | 791 | | | | | | 904 | | |
Due to brokers
|
| | | | 114 | | | | | | | | | | | | 141 | | | | | | 1,057 | | | | | | 3,725 | | | | | | 7,317 | | | | | | 5,197 | | | | | | 114 | | | | | | | | | | | | 141 | | | | | | 1,057 | | | | | | 3,725 | | | | | | 7,317 | | | | | | 5,197 | | |
Liabilities held for sale
|
| | | | — | | | | | | | | | | | | 112 | | | | | | 7,010 | | | | | | 9,103 | | | | | | 7,521 | | | | | | 7,029 | | | | | | — | | | | | | | | | | | | 112 | | | | | | 7,010 | | | | | | 9,103 | | | | | | 7,521 | | | | | | 7,029 | | |
Debt
|
| | | | 7,449 | | | | | | | | | | | | 7,326 | | | | | | 7,372 | | | | | | 7,236 | | | | | | 8,556 | | | | | | 8,161 | | | | | | 7,452 | | | | | | | | | | | | 7,330 | | | | | | 7,377 | | | | | | 7,239 | | | | | | 8,559 | | | | | | 8,164 | | |
Equity attributable to Icahn Enterprises/Icahn Enterprises Holdings
|
| | | | 5,633 | | | | | | | | | | | | 6,529 | | | | | | 5,106 | | | | | | 2,154 | | | | | | 3,987 | | | | | | 5,443 | | | | | | 5,630 | | | | | | | | | | | | 6,557 | | | | | | 5,133 | | | | | | 2,179 | | | | | | 4,011 | | | | | | 5,466 | | |
| ICAHN ENTERPRISES L.P. | | |||
| By: | | | Icahn Enterprises G.P. Inc., its general partner | |
| | | | ||
| By: | | | /s/ Keith Cozza | |
| | | | Keith Cozza President, Chief Executive Officer and Director |
|
|
/s/ Keith Cozza
Keith Cozza
|
| | President, Chief Executive Officer and Director | | | February 4, 2020 | |
|
*
SungHwan Cho
|
| | Chief Financial Officer and Director | | | February 4, 2020 | |
|
*
Peter Reck
|
| | Chief Accounting Officer | | | February 4, 2020 | |
|
*
Michael Nevin
|
| | Director | | | February 4, 2020 | |
|
*
Denise Barton
|
| | Director | | | February 4, 2020 | |
|
Alvin B. Krongard
|
| | Director | | | February 4, 2020 | |
|
Jack G. Wasserman
|
| | Director | | | February 4, 2020 | |
|
Carl C. Icahn
|
| | Chairman of the Board | | | | |
|
/s/ Keith Cozza
Keith Cozza
Attorney-in-Fact |
|
| ICAHN ENTERPRISES FINANCE CORP. | | |||
| By: | | | /s/ Keith Cozza | |
| | | | Keith Cozza President, Chief Executive Officer and Director |
|
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/s/ Keith Cozza
Keith Cozza
|
| | President, Chief Executive Officer and Director | | | February 4, 2020 | |
|
*
SungHwan Cho
|
| | Chief Financial Officer and Director | | | February 4, 2020 | |
|
*
Peter Reck
|
| | Chief Accounting Officer | | | February 4, 2020 | |
|
*
Michael Nevin
|
| | Director | | | February 4, 2020 | |
|
*
Denise Barton
|
| | Director | | | February 4, 2020 | |
|
Alvin B. Krongard
|
| | Director | | | February 4, 2020 | |
|
Jack G. Wasserman
|
| | Director | | | February 4, 2020 | |
|
Carl C. Icahn
|
| | Chairman of the Board | | | | |
|
/s/ Keith Cozza
Keith Cozza
Attorney-in-Fact |
|
| ICAHN ENTERPRISES HOLDINGS L.P. | | |||
| By: | | | Icahn Enterprises G.P. Inc., its general partner | |
| | | | ||
| By: | | | /s/ Keith Cozza | |
| | | | Keith Cozza President, Chief Executive Officer and Director |
|
|
/s/ Keith Cozza
Keith Cozza
|
| | President, Chief Executive Officer and Director | | | February 4, 2020 | |
|
*
SungHwan Cho
|
| | Chief Financial Officer and Director | | | February 4, 2020 | |
|
*
Peter Reck
|
| | Chief Accounting Officer | | | February 4, 2020 | |
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*
Michael Nevin
|
| | Director | | | February 4, 2020 | |
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*
Denise Barton
|
| | Director | | | February 4, 2020 | |
|
Alvin B. Krongard
|
| | Director | | | February 4, 2020 | |
|
Jack G. Wasserman
|
| | Director | | | February 4, 2020 | |
|
Carl C. Icahn
|
| | Chairman of the Board | | | | |
|
/s/ Keith Cozza
Keith Cozza
Attorney-in-Fact |
|
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated March 1, 2019 with respect to the consolidated financial statements and internal control over financial reporting of Icahn Enterprises L.P. included in the joint Annual Report on Form 10-K for the year ended December 31, 2018 of Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P., which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement, and to the use of our name as it appears under the caption “Experts.”
/s/ GRANT THORNTON LLP
New York, New York
February 4, 2020
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 1, 2019 with respect to the consolidated financial statements of Icahn Enterprises Holdings L.P. included in the joint Annual Report on Form 10-K for the year ended December 31, 2018 of Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P., which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement, and to the use of our name as it appears under the caption “Experts.”
/s/ GRANT THORNTON LLP
New York, New York
February 4, 2020
| | THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2020, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. | | |
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By Certified or Registered
Mail: |
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By Overnight Courier or
Regular Mail: |
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By Hand:
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Wilmington Trust, National
Association Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Workflow Management 5th Floor |
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Wilmington Trust, National
Association Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Workflow Management 5th Floor |
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Wilmington Trust, National
Association Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Workflow Management 5th Floor |
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(1)
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank) |
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(2)
Certificate Number(s) |
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(3)
Aggregate Principal Amount Represented by Certificate(s)(A) |
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(4)
Principal Amount Tendered For Exchange(B) |
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Name(s) of Registered Holder(s):
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Date of Execution of Notice of Guaranteed Delivery:
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Window Ticket Number (if any):
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Name of Institution that Guaranteed Delivery:
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 6, 7, 8 and 9) |
| | |
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7, 8 and 9) |
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| | To be completed ONLY (i) if the Exchange Notes issued in exchange for the Existing Notes, certificates for Existing Notes in a principal amount not exchanged for Exchange Notes, or Existing Notes (if any) not tendered for exchange, are to be issued in the name of someone other than the undersigned or (ii) if Existing Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to an account maintained at DTC. | | | | To be completed ONLY (i) if the Exchange Notes issued in exchange for Existing Notes, certificates for Existing Notes in a principal amount not exchanged for Exchange Notes, or Existing Notes (if any) not tendered for exchange, are to be mailed or delivered (i) to someone other than the undersigned or (ii) to the undersigned at an address other than the address shown below the undersigned’s signature. | | | ||||||
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Issue to:
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(Please Type or Print) |
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(Please Type or Print) |
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Address:
(Include Zip Code)
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Address:
(Include Zip Code)
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(Taxpayer Identification or
Social Security No.) |
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(Taxpayer Identification or
Social Security No.) |
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| | Credit Existing Notes not exchanged and delivered by book-entry transfer to DTC account set forth below: | | | | | ||||||||
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(Account Number)
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| | THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2020, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. | | |
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By Certified or Registered Mail:
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By Overnight Courier or
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By Hand:
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Regular Mail:
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Wilmington Trust, National
Association Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Workflow Management 5th Floor |
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Wilmington Trust, National
Association Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Workflow Management 5th Floor |
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Wilmington Trust, National
Association Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Workflow Management 5th Floor |
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(1)
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank) |
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(2)
Certificate Number(s) |
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(3)
Aggregate Principal Amount Represented by Certificate(s)(A) |
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(4)
Principal Amount Tendered For Exchange(B) |
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Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Name of Institution that Guaranteed Delivery:
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 6, 7, 8 and 9) |
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7, 8 and 9) |
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| | To be completed ONLY (i) if the Exchange Notes issued in exchange for the Existing Notes, certificates for Existing Notes in a principal amount not exchanged for Exchange Notes, or Existing Notes (if any) not tendered for exchange, are to be issued in the name of someone other than the undersigned or (ii) if Existing Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to an account maintained at DTC. | | | | To be completed ONLY (i) if the Exchange Notes issued in exchange for Existing Notes, certificates for Existing Notes in a principal amount not exchanged for Exchange Notes, or Existing Notes (if any) not tendered for exchange, are to be mailed or delivered (i) to someone other than the undersigned or (ii) to the undersigned at an address other than the address shown below the undersigned’s signature. | | | ||||||
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Issue to:
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| | | | | | Mail or deliver to: | | | |||
| | Name: | | |
(Please Type or Print) |
| | | Name: | | |
(Please Type or Print) |
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Address:
(Include Zip Code)
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Address:
(Include Zip Code)
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(Taxpayer Identification or
Social Security No.) |
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(Taxpayer Identification or
Social Security No.) |
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| | Credit Existing Notes not exchanged and delivered by book-entry transfer to DTC account set forth below: | | | | | ||||||||
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(Account Number)
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By Certified or Registered
Mail: |
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By Overnight Courier or
Regular Mail: |
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By Hand:
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Wilmington Trust, National Association
Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Workflow Management 5th Floor |
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Wilmington Trust, National Association
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1626
Attention: Workflow Management 5th Floor
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Wilmington Trust, National Association
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1626
Attention: Workflow Management 5th Floor
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Certificate Numbers of
Existing Notes (if available) |
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Principal Amount of
Existing Notes Tendered |
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By Certified or Registered Mail:
|
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By Overnight Courier or
Regular Mail:
|
| |
By Hand:
|
|
|
Wilmington Trust, National
Association Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Workflow Management 5th Floor |
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Wilmington Trust, National
Association Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Workflow Management 5th Floor |
| |
Wilmington Trust, National
Association Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attention: Workflow Management 5th Floor |
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Certificate Numbers of
Existing Notes (if available) |
| | |
Principal Amount of
Existing Notes Tendered |
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| | THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2020, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. | | |
| | THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2020, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. | | |
| | THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2020, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. | | |
| | THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2020, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. | | |
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