Further, the Notes are unsecured. The indenture for the Notes does not restrict our ability
to incur additional indebtedness, including secured indebtedness. If we were to incur secured indebtedness, holders of any such indebtedness would have claims that are prior to your claims as holders of the Notes, to the extent of the value of the
assets securing such indebtedness, in the event of any bankruptcy, liquidation or similar proceeding.
We are a holding company and require cash
from our subsidiaries and Affiliates to make payments on the Notes.
The Notes are solely our obligation, and no other entity will
have any obligation, contingent or otherwise, to make payments in respect of the Notes. We are a holding company for many direct and indirect subsidiaries and Affiliates. Our subsidiaries and Affiliates will have no obligation to make payments in
respect of the Notes. Accordingly, we depend on dividends and other distributions from our subsidiaries and Affiliates to generate the funds necessary to meet our obligations under the indenture governing the Notes, including interest payments. As
described above, as an equity holder of our subsidiaries and Affiliates, our ability to participate in any distribution of assets of any subsidiary or Affiliate is structurally subordinate to the claims of the creditors of that subsidiary or
Affiliate. The indenture governing the Notes does not restrict the amount of debt that our subsidiaries or Affiliates may incur. If our ability to obtain cash from our subsidiaries or Affiliates is restricted, we may be unable to fund required
payments in respect of the Notes.
We may elect to defer interest payments on the Notes at our option for one or more periods of up to 20
consecutive quarterly periods which may affect the market price of the Notes.
At our option, we may, on one or more occasions,
defer payment of all or part of the current and accrued interest otherwise due on the Notes for up to 20 consecutive quarterly periods for each Optional Deferral Period, as described under Description of NotesOption to Defer Interest
Payments in this prospectus supplement. At the end of an Optional Deferral Period, if all amounts due are paid, we could start a new Optional Deferral Period of up to 20 consecutive quarterly periods. During any Optional Deferral Period,
interest on the Notes would be deferred but would accrue additional interest at a rate equal to the interest rate then applicable to the Notes, compounded quarterly, to the extent permitted by applicable law. No Optional Deferred Period may extend
beyond the maturity date or redemption date, if earlier, of the Notes. If we exercise this interest deferral right, the Notes may trade at a price that does not fully reflect the value of accrued but unpaid interest on the Notes or that is otherwise
less than the price at which the Notes may have been traded if we had not exercised such right. In addition, as a result of our right to defer interest payments, the market price of the Notes may be more volatile than other securities that do not
have these rights.
We are not permitted to pay current interest on the Notes until we have paid all outstanding deferred interest, and this could
have the effect of extending interest deferral periods.
During an Optional Deferral Period, we will be prohibited from paying
current interest on the Notes until we have paid all accrued and unpaid deferred interest plus any accrued interest thereon. As a result, we may not be able to pay current interest on the Notes if we do not have available funds to pay all
accrued and unpaid deferred interest plus any accrued interest thereon.
If we are deferring payments on our existing junior subordinated
notes, we will be prohibited from making payments of interest, principal or premium on or redeeming the Notes.
The terms of our
existing junior subordinated notes (as defined in the Description of Notes) provide that, if we defer interest payments on our existing junior subordinated notes, then, subject to certain exceptions, we are prohibited from making any
payment of interest, principal, or premium, if any, on, or repaying, repurchasing or redeeming any debt securities issued by the Company which rank pari passu with the existing junior subordinated notes, including the Notes, or junior, in right of
payment to the existing junior subordinated Notes.
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