Certain of the underwriters and their affiliates, including J.P. Morgan
Securities LLC, as joint lead arranger and joint bookrunner, JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, as administrative agent and lender, Goldman Sachs Bank USA, an affiliate of Goldman Sachs & Co., as lender,
Citibank, N.A., an affiliate of Citigroup Global Markets Inc., as lender, Bank of America, N.A., an affiliate of BofA Securities, Inc., as lender, Bofa Securities, Inc. (formerly known as Merrill Lynch, Pierce, Fenner & Smith Incorporated),
as joint lead arranger, joint bookrunner and co-syndication agent, Wells Fargo Bank, N.A., an affiliate of Wells Fargo Securities, LLC, as co-syndication agent and lender, and Wells Fargo Securities, LLC, as joint lead arranger and joint
bookrunner, SunTrust Bank, N.A., an affiliate of SunTrust RobinsonHumphrey, Inc., as co-syndication agent and lender, and SunTrust Robinson Humphrey, Inc., as joint lead arranger and joint bookrunner are party to the 2017 Credit Agreement. In
addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or
equity securities or loans, and may do so in the future.
Other than in the United States, no action has been taken by us or the
underwriters that would permit a public offering of the securities offered by this prospectus supplement in any jurisdiction where action for that purpose is required. The securities offered by this prospectus supplement may not be offered or
sold, directly or indirectly, nor may this prospectus supplement, the accompanying prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus supplement comes are advised to inform themselves about and to
observe any restrictions relating to the offering and the distribution of this prospectus supplement. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus
supplement in any jurisdiction in which such an offer or a solicitation is unlawful.
Selling Restrictions
Notice to Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area and the
United Kingdom (each a “Relevant State”), no shares have been offered or will be offered pursuant to this offering to the public in that Relevant State prior to the publication of a prospectus in relation to the shares which has been approved by
the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of
shares may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:
(a)
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to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
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(b)
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to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to
obtaining the prior consent of the underwriters; or
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(c)
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in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
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provided that no such offer of shares shall require us or any
underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made
will be deemed to have represented, acknowledged and agreed to and with each of the underwriters and the Company that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation. In the case of any shares being
offered to a financial intermediary as that term is used in the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired
on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant
State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters have been obtained to each such proposed offer or resale.
For the purposes of this provision, the expression an “offer to the
public” in relation to shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or
subscribe for any shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.