GEO Geo Group Inc New

RISK FACTORS

An investment in the New Notes and a decision as to whether or not to participate in the Exchange Offers involve significant risks. Prior to making such decisions, and in consultation with your own financial and legal advisors, you should carefully consider, among other matters, the following risk factors, as well as those incorporated by reference in this Prospectus from our Annual Report on Form 10-K for the year ended December 31, 2021 under the headings “Risk Factors” and the information contained in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” from our Annual Report on Form 10-K for the year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and other filings we may make from time to time with the SEC, together with all of the other information included or incorporated by reference in this Prospectus, including the financial statements and related notes. Additionally, a prolonged duration of COVID-19 and its resulting impacts could heighten many of the risks described in such reports. If any of the following risks actually occur, our business, financial condition or results of operations may suffer. As a result, we might be unable to repay the principal of and interest on the New Notes, and you could lose all or part of your investment.

Risks to Holders of Old Notes That Are Not Tendered or Not Accepted for Exchange

The following risk factors specifically apply to the extent a holder of Old Notes elects not to participate in the Exchange Offers or whose Old Notes are tendered and not accepted for exchange. There are additional risks attendant to investing in the New Notes that you should review whether or not you elect to tender your Old Notes. Such additional risks are described elsewhere in this risk factors section under the headings: “—Risks Related to the Exchange Offers and the Consent Solicitations,” “—Risks Related to the New Notes” and “—Risks Related to the Collateral.”

Upon consummation of the Exchange Offers, the liquidity of the market for outstanding Old Notes will likely be reduced, the Company will be limited in its ability to repay the outstanding Old Notes, and market prices for outstanding Old Notes may decline as a result.

To the extent the Exchange Offers are consummated, the aggregate principal amount of outstanding Old Notes will be reduced. A reduction in the amount of outstanding Old Notes would likely adversely affect the liquidity of the non-tendered or not accepted Old Notes of each series. An issue of securities with a small outstanding principal amount available for trading, or float, generally commands a lower price than does a comparable issue of securities with a greater float. In addition, the terms of the Exchange Credit Agreement substantially limits the Company’s ability to repay the outstanding Old Notes after the consummation of the Exchange Offers. Therefore, the market price of the Old Notes that are not tendered or not accepted by us may be adversely affected. A reduced float may also make the trading prices of the Old Notes that are not exchanged more volatile. There can be no assurance that an active market in the Old Notes will exist, develop or be maintained, or as to the prices at which the Old Notes may trade, whether or not the Exchange Offers and Consent Solicitations are consummated.

Claims regarding the Old Notes remaining outstanding following the completion of the Exchange Offers will be effectively subordinated to claims with respect to our secured indebtedness, including the New Notes, to the extent of the value of the collateral securing such indebtedness.

The unsecured nature of the claims of the Old Notes could materially and adversely affect the value of Old Notes remaining outstanding following the completion of the Exchange Offers in the event of a bankruptcy, liquidation or insolvency of the Company. The New Notes will be secured by second priority liens on the Collateral (as described under “Description of the New Notes—Security”), but the Old Notes will remain unsecured. As a result, the Old Notes will be effectively subordinated to our secured indebtedness, including the New Notes, the 2028 Private Exchange Notes as well as indebtedness under the Credit Agreements, in each case to the extent of the value of the collateral securing such indebtedness. In the event of our bankruptcy, liquidation or insolvency, it is possible that our assets that do not constitute Collateral will be insufficient to satisfy the claims of the Old

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Notes and our other unsecured indebtedness remaining outstanding following the completion of the Exchange Offers.

Our obligations under the New Notes will be secured by second-priority liens on the Collateral. In the event we default on our outstanding debt obligations, the proceeds from certain sales of Collateral will be applied first to satisfy claims made in respect of our secured indebtedness, including the New Notes. As a result, in a bankruptcy, there will be fewer assets available to satisfy our obligations under the Old Notes remaining outstanding following the completion of the Exchange Offers.

If we consummate the Exchange Offers, existing ratings for the Old Notes remaining outstanding following completion of the Exchange Offers may not be maintained.

We cannot assure you that, as a result of the Exchange Offers, the rating agencies, including S&P Global Ratings (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), will not downgrade or negatively comment upon the ratings for Old Notes remaining outstanding following completion of the Exchange Offers. Any downgrade or negative comment would likely adversely affect the market price of the Old Notes.

If the Exchange Offers and Consent Solicitations are not successful, we may not have sufficient funds to pay all or a portion of the amounts due at maturity on the Old Notes.

If the Exchange Offers and the Consent Solicitation are not successful, the Old Notes will remain outstanding and are scheduled to mature in 2023 and 2024, and the Proposed Amendments will not become effective. At maturity, we may not have sufficient funds and may be unable to arrange for additional financing to pay the principal amount, accrued and outstanding interest or repurchase price due on our Old Notes then outstanding, and we may not be able to reduce or refinance the Old Notes prior to such maturity.

Depending on the amount of Old Notes that remain outstanding following the completion of the Exchange Offers, the Company’s failure to repay the Old Notes when due could result in an event of default under the New Notes Indenture, the indenture governing the 2028 Private Exchange Notes and the Exchange Credit Agreement.

Depending on the amount of Old Notes that remain outstanding following the completion of the Exchange Offers, the Company’s failure to repay the Old Notes when due could result in an event of default under the New Notes Indenture, the indenture governing the 2028 Private Exchange Notes and the Exchange Credit Agreement. If an event of default were to occur, the Company cannot assure you that it would have sufficient funds to repay the New Notes, or any other debt, which may become immediately due and payable as a result.

Our ability to make payments in respect of any Old Notes not tendered for exchange will be limited under the terms of the Exchange Credit Agreement.

The Exchange Credit Agreement will limit our ability to optionally redeem, repurchase or otherwise prepay the Old Notes prior to their respective maturity dates. Among other conditions, the Exchange Credit Agreement will prohibit optional redemptions, repurchases or other prepayments of the 2024 Notes or 2026 Notes if term loans under the Existing Credit Agreement, or term loans designated “Tranche 3 Term Loans” under the Exchange Credit Agreement, remain outstanding. In addition, the Exchange Credit Agreement generally will limit optional redemptions, repurchases or other prepayments of the Old Notes to $200,000,000, and up to $250,000,000 in the aggregate upon meeting certain conditions, inclusive of repurchases of the Old Notes on the Issue Date.

Risks Related to the Exchange Offers and the Consent Solicitations

To the extent that a holder of Old Notes exchanges Old Notes for New Notes with a later maturity, such holder may increase its risk that the Company will be unable to repay (or refinance) the New Notes when they mature.

Holders of Old Notes are being offered New Notes with a later maturity than the Old Notes they presently hold. Holders who tender their Old Notes and whose tender is accepted for exchange will be exposed to the risk of nonpayment on the securities they hold for a longer period of time than non-tendering holders or those holders whose Old Notes were not accepted for exchange. For instance, following the applicable maturity date of the Old

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Notes (between 2023 and 2024), but prior to the maturity date of the New Notes (in 2028), the Company may become subject to a bankruptcy or similar proceeding. If so, holders of such Old Notes who opted not to participate in the Exchange Offers (or whose Old Notes were not accepted for exchange) may have already been paid in full, and there is a risk that any holders of such series of Old Notes who did opt to participate in the Exchange Offers and whose Old Notes from such series were accepted for exchange would not have been paid in full.

Neither we nor the Dealer Manager, the Old Notes Trustee, the New Notes Trustee, the Exchange Agent, the Information Agent, the Supporting Holders, or any affiliate of any of them, has made a recommendation as to whether you should tender your Old Notes in exchange for New Notes in the Exchange Offers or deliver Consents in the Consent Solicitations, and we have not made a determination or obtained a third-party determination that the Exchange Offers and Consent Solicitations are fair to holders of the Old Notes.

Neither we nor our Board, the Dealer Manager, the Old Notes Trustee, the New Notes Trustee, the Exchange Agent, the Information Agent, the Supporting Holders or any affiliate of any of them, has made, nor will any of them make, any recommendation as to whether holders of Old Notes should tender their Old Notes in exchange for New Notes pursuant to the Exchange Offers or deliver Consents pursuant to the Consent Solicitations. Furthermore, neither we nor our Board has made any determination that the consideration to be received represents a fair valuation of the Old Notes, and we also have not retained, and do not intend to retain, any unaffiliated representative to act solely on behalf of the holders of Old Notes for purposes of negotiating the terms of the Exchange Offers, or preparing a report or making any recommendation concerning the fairness of the Exchange Offers. Holders of Old Notes must make their own independent decisions regarding their participation in the Exchange Offers and Consent Solicitations.

The Exchange Offers and the Consent Solicitations may be terminated, withdrawn, amended, cancelled or delayed.

We have the right to terminate, withdraw or amend at our discretion (subject to applicable law and the terms of the Support Agreement) the Exchange Offers and the Consent Solicitations, either as a whole, or with respect to one or more series of Old Notes, at any time and for any reason, including based on the acceptance rate and outcome of the Exchange Offers (including receipt of the Requisite Consents) and failure to satisfy any condition to the Exchange Offers.

Even if the Exchange Offers and the Consent Solicitations are consummated, they may not be consummated on the schedule described in this Prospectus. Accordingly, holders participating in the Exchange Offers may have to wait longer than expected to receive their New Notes or for their Consents to be accepted during which time such holders will not be able to effect transfers or sales of their Old Notes tendered for exchange or their New Notes.

The terms of the Credit Agreement Exchange and the related consent process in connection with the 2017 Credit Agreement may be challenged in court which could invalidate the Exchange Offers and the Private Exchange, void the New Notes and have a material adverse effect on our business, financial condition, and results of operations and the market price of our securities.

In connection with the Credit Agreement Exchange, the participating term loan lenders and revolving lenders are assigning their loans under the 2017 Credit Agreement to us in exchange for cash and loans under the Exchange Credit Agreement pursuant to the “open market purchase” assignment provision in the 2017 Credit Agreement. Other transactions undertaken in reliance on an open market purchase provision in the applicable credit agreement have been challenged in the courts. At least one New York court concluded on a motion to dismiss that the meaning of the term “open market purchase” in the context of a credit facility assignment provision is ambiguous and therefore may not include privately negotiated assignments. In addition, even if such assignments are “open market purchases,” a borrower may still be prohibited from utilizing that assignment provision where all lenders do not participate and/or receive the same consideration or otherwise where the Credit Agreement

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Exchange is found to violate the covenant of good faith and fair dealing. The “open market purchase” assignment provision currently in the 2017 Credit Agreement also only applies to term loans and not revolver loans or revolving credit commitments. In connection with the Credit Agreement Exchange, the “open market purchase” assignment provision in the 2017 Credit Agreement will be amended to apply to revolver loans and revolving credit commitments in addition to term loans. Accordingly, we cannot assure you that the non-participating lenders (collectively, the “Non-Participating Lenders”) will not seek to challenge the Credit Agreement Exchange and related consent process as a violation of the terms of the 2017 Credit Agreement and/or claim that the Exchange Offers and/or the Private Exchange were in breach of the 2017 Credit Agreement.

Such litigation, if commenced, could potentially result in a court invalidating the Exchange Offers and the Private Exchange, and voiding the New Notes and result in substantial costs to us and be a distraction to our management and other employees.

If the court presiding over such litigation were to rule in favor of the Non-Participating Lenders and find that the Credit Agreement Exchange and related consent process were in breach of the 2017 Credit Agreement, then we may be required to unwind the Credit Agreement Exchange and related consents, which could expose us to claims for money damages. If the Credit Agreement Exchange and related consents are unwound, or if the court presiding over such litigation were to find that the Exchange Offers and/or the Private Exchange were in breach of the 2017 Credit Agreement, then the consummation of the Exchange Offers and the Private Exchange (including the issuance of any New Notes) may be unwound, voided and/or otherwise found to be not enforceable. In any such event, the court could potentially void the payment obligations under the New Notes, subordinate the New Notes to our presently existing and future indebtedness or require you to repay any amounts (including cash payments in connection with the Exchange Offers and/or Private Exchange) received with respects to the New Notes, in which case you may not receive any repayment on the New Notes. Moreover, the consummation of the Exchange Offers and the Private Exchange, would constitute an event of default under the 2017 Credit Agreement, which would permit the requisite lenders under the 2017 Credit Agreement to accelerate the maturity of the loans and other obligations thereunder and would also result in the ability of the requisite holders of substantially all of our other indebtedness, including our existing notes, to accelerate the maturity of such indebtedness. In addition, an event of default under the 2017 Credit Agreement would permit the revolving lenders under the 2017 Credit Agreement to terminate all commitments to extend further credit under that facility. Furthermore, our obligations under the 2017 Credit Agreement and the guarantees thereof are secured by a first priority lien on substantially all of the assets of the Company and its subsidiaries. If we are unable to repay amounts due and payable under the 2017 Credit Agreement following acceleration, the administrative agent for the lenders could foreclose on such collateral and we and the guarantors may not have sufficient remaining assets to repay any of our other existing indebtedness, including the New Notes and our existing notes. Additionally, we may not be able to borrow money from other lenders or access the capital markets to enable us to refinance our indebtedness. Any refinancing of our indebtedness could be at significantly higher interest rates, which will depend on the conditions of the markets and our financial condition at such time, and may require us to comply with more onerous covenants, which could further restrict our business operations. Any refinancing may also increase the amount of our secured indebtedness. We may also be required to evaluate or pursue other strategic actions, which could include reorganization or restructuring activities of all or a portion of our business, asset sales or other divestitures, cost-saving initiatives or other corporate realignments, seeking strategic partnerships and exiting certain product or geographic markets. In addition, the terms of existing or future debt agreements may restrict us from consummating any of these alternatives. Likewise, any reorganizations or restructuring activities, corporate realignments, asset sales or divestitures, strategic partnerships or other actions that we take may be complex, could entail significant costs and charges or could otherwise negatively impact the value for holders of our securities, and there can be no assurance that we will be able to accomplish any of these alternatives on terms acceptable to us, or at all, or that they will result in their intended benefits.

The occurrence of any of the foregoing would prevent you from receiving any anticipated benefits from participating in the Exchange Offers and would also have a material adverse effect on our business, financial condition, results of operations and prospects.

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We may purchase Old Notes or other of our indebtedness in the future at different prices.

We may from time to time after consummation of the Exchange Offers purchase any Old Notes that remain outstanding or any of our other indebtedness through open market, one or more tender or exchange offers or otherwise, on terms that may be more or less advantageous to holders than the terms of the Exchange Offers. Holders of the Old Notes who tender in the Exchange Offers will not be entitled to any additional consideration irrespective of whether the terms of any such future transactions are more advantageous to holders than the terms of the Exchange Offers.

Any failure to comply with the procedures set forth in this Prospectus could prevent you from exchanging your Old Notes or delivering the 2023 Notes Consent.

On the terms and subject to the conditions of the Exchange Offers, the Company will issue the New Notes in exchange for your Old Notes only if you validly tender (and do not validly withdraw) the Old Notes and only upon proper completion of the procedures described in this Prospectus under “Procedures for Tendering Old Notes and Delivering Consents.” Holders of Old Notes who wish to exchange them for New Notes or deliver their 2023 Notes Consent are responsible for complying with all the procedures of the applicable Exchange Offer and Consent Solicitation. Tenders made in compliance with procedures or instructions that are inconsistent with those stated in this Prospectus (or a supplement or amendment thereto provided by the Company), regardless of who provides such procedures or instructions (including DTC, Clearstream Banking, société anonyme (“Clearstream”), or Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”) (collectively, the “Clearing Systems”)), will not be deemed valid tenders (unless we waive such compliance in our discretion, subject to applicable law and the terms of the Support Agreement). Holders of Old Notes who wish to exchange them for New Notes or deliver their 2023 Notes Consent should allow sufficient time for timely completion of the exchange procedures. None of the Exchange Agent, the Information Agent, the Dealer Manager or the Company are under any duty to give notification of defects or irregularities with respect to the tenders of Old Notes for exchange or delivery of 2023 Notes Consents or to extend any of the applicable deadlines, subject to applicable law and the terms of the Support Agreement.

If you are the beneficial owner of Old Notes that are held through the Clearing Systems in the name of your broker, dealer, commercial bank, trust company or other nominee or custodian, and you wish to tender in the Exchange Offers or deliver a 2023 Notes Consent, you should promptly contact the person in whose name your Old Notes are held and instruct that person to tender your Old Notes or deliver a 2023 Notes Consent on your behalf. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee or custodian may establish their own earlier deadlines for participation in the Exchange Offers and Consent Solicitations. Accordingly, beneficial owners wishing to participate in the Exchange Offers and Consent Solicitations should contact their broker, dealer, commercial bank, trust company or other nominee or custodian as soon as possible in order to determine the times by which such owner must take action in order to participate in the Exchange Offers and Consent Solicitations.

2023 Notes for which a Consent is delivered will be blocked from being transferred until the earliest of the Expiration Time, the date on which such Consent is revoked and the date on which the applicable Consent Solicitation is terminated.

The 2023 Notes for which a Consent has been delivered through ATOP as part of the Consent Solicitation prior to the Expiration Time will be held under one or more temporary CUSIP numbers (referred to as contra CUSIP numbers) during the period beginning at the time of the delivery of such Consent and ending upon the earliest of (i) the Expiration Time, (ii) the date on which such Consent is revoked and (iii) the date on which the Consent Solicitation is terminated. During the period in which such 2023 Notes are held under one or more temporary CUSIP numbers, such 2023 Notes will be blocked and cannot be transferred by the consenting Holder. The Information Agent and Exchange Agent will instruct DTC to release the positions in such 2023 Notes as soon as practicable, but no more than three days after the applicable Expiration Time and not more than 45 days after the date of this Prospectus. Once such 2023 Notes are no longer blocked from trading, the Holder thereof may transfer such 2023 Notes in accordance with the terms thereof and in accordance with the procedures of DTC.

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However, the right to receive the 2023 Notes Consent Fee is not transferable with any 2023 Notes. The 2023 Notes Consent Fee payment will only be made to the Holder that provided and did not validly revoke its Consent before the Expiration Time. No subsequent Holder of the 2023 Notes will be entitled to receive any 2023 Notes Consent Fee. During the period in which a Holder’s 2023 Notes are blocked pursuant to the procedures for delivering Consents and cannot be transferred, such Holder may be unable to promptly liquidate such 2023 Notes or timely react to adverse trading conditions and could suffer losses as a result of these restrictions on transferability.

A holder may recognize gain or loss on the exchange of Old Notes for New Notes for U.S. federal income tax purposes.

We intend to take the position that the exchange of Old Notes for New Notes pursuant to the Exchange Offers qualifies as a recapitalization for U.S. federal income tax purposes. In such event, a holder that exchanges an Old Note for the Exchange Consideration will generally not recognize gain or loss on the exchange except to the extent such holder receives cash and/or “excess principal amount” with respect to an Old Note. However, if such exchange does not qualify as a recapitalization for U.S. federal income tax purposes, holders that tender their Old Notes in exchange for the New Notes would generally recognize gain or loss for U.S. federal income tax purposes. See “United States Federal Income Tax Considerations.”

Holders of Old Notes who do not participate in the Exchange Offers may incur adverse tax consequences.

Holders of Old Notes may be deemed to have exchanged their Old Notes for new modified notes in an exchange, which could result in the recognition of gain or loss for U.S. federal income tax purposes. For a more detailed description of the U.S. federal income tax consequences to holders who do not participate in the Exchange Offer, see “United States Federal Income Tax Considerations—U.S. Federal Income Tax Considerations for Holders Not Tendering Old Notes.”

The exchange of the Old Notes for New Notes may result in a loss of our existing tax attributes and/or increased tax liabilities.

If the Exchange Offers are completed, we would realize cancellation of indebtedness income (“COD income”) for U.S. federal income tax purposes to the extent that the aggregate amount of consideration exchanged for the Old Notes (generally, the “issue price” of the New Notes and any other consideration treated as paid for the New Notes for U.S. federal income tax purposes) is less than the aggregate “adjusted issue price” of the Old Notes. The exact amount of COD income (if any) that we will realize in connection with the Exchange Offers (including, potentially, in connection with the Proposed Amendments) will not be determinable until after the consummation of the Exchange Offers. We would generally be required to recognize the full amount of COD income realized and we would generally be able to offset all or a portion of such COD income with our available net operating losses and tax credits.

The New Notes issued in the Exchange Offers might be issued with an original issue discount (“OID”) for U.S. federal income tax purposes, which amount will not be determinable prior to the consummation of the Exchange Offers, in which case holders of the New Notes who are subject to U.S. federal income taxation would be required to include OID in gross income as ordinary interest income on a constant yield to maturity basis.

The New Notes might be issued with OID for U.S. federal income tax purposes. The issue price of the New Notes for this purpose is expected to be determined as discussed below under “United States Federal Income Tax Considerations—Ownership and Disposition of New Notes by U.S. Holders—Issue Price.” A holder of the New Notes that is subject to U.S. federal income tax on a net basis will generally be required to include such OID in gross income (as ordinary income) on a constant yield-to-maturity basis in advance of the receipt of cash payment thereof and regardless of such holder’s method of accounting for U.S. federal income tax purposes. For more information, see “United States Federal Income Tax Considerations.”

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Risks Related to the New Notes

The New Notes and the related guarantees are effectively subordinated to our and our subsidiary guarantors’ current senior secured indebtedness that is secured by a first-priority lien on the Collateral to the extent of the value of the Collateral and structurally subordinated to the indebtedness of our subsidiaries that do not guarantee the New Notes.

The New Notes and the related guarantees are secured on a second-priority basis by the Collateral and therefore will be effectively subordinated to our current secured indebtedness that is secured by first-priority liens on the Collateral to the extent of the value of the Collateral. Such indebtedness includes the loans and other obligations incurred under the Exchange Credit Agreement, which are secured by first-priority liens on the same Collateral that secures the New Notes. In addition, a portion of the Collateral that secures the New Notes also secures the loans and other obligations under the 2017 Credit Agreement on a first-priority basis. As such, the New Notes are effectively subordinated to the loans and other obligations under the 2017 Credit Agreement to the extent of the value of that portion of the Collateral. As of March 31, 2022, on an as adjusted basis after giving effect to the Refinancing Transactions (assuming full participation in the Exchange Offers and approximately 81% participation in the Credit Agreement Exchange as more fully described in “Capitalization”), the Company and the Initial Guarantors would have had total consolidated indebtedness of approximately $2,263.1 million (excluding Non-Recourse Debt (as defined herein) of $317.5 million and $96.8 million of existing letters of credit, but including Capital Lease Obligations (as defined herein) of $3.2 million and other debt of $41.7 million) primarily consisting of $958.8 million of Secured Indebtedness under the Exchange Credit Agreement (including no borrowings outstanding under the revolver portion of the Exchange Credit Agreement (with $90.2 million of additional availability)), $303.8 million of Secured Indebtedness under the 2017 Credit Agreement (including $75.8 million in borrowings outstanding under the revolver portion of the 2017 Credit Agreement, with $11.2 million of additional availability), $110.9 million of the 2026 Notes, $230.0 million of the Exchangeable 2026 Notes, $239.1 million of the 2028 Private Exchange Notes and $375.5 million of the New Notes. In addition, the 2023 Notes Indenture, the 2024 Notes Indenture, the 2026 Indenture, the Credit Agreements, the New Notes Indenture and the indenture governing the 2028 Private Exchange Notes will allow us and our subsidiary guarantors to incur a significant amount of additional indebtedness, including indebtedness secured by a first-priority lien on the Collateral. In the event we or the guarantors become the subject of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding, our assets and the assets of the guarantors securing indebtedness on a first-priority basis could not be used to pay you until after all such first-lien secured claims against us and the guarantors have been fully paid.

Our subsidiaries that are not providing New Notes Guarantees generated approximately 9.5% of the Company’s consolidated revenues, 32.5% of the Company’s net income and 6.9% of the Company’s consolidated EBITDA for the year ended December 31, 2021, and held approximately 13.9% of the Company’s consolidated assets as of December 31, 2021. In addition, as of December 31, 2021, the Company’s subsidiaries that are not providing a New Notes Guarantee had $412.4 million of liabilities, including $305.6 million of indebtedness.

In addition, the New Notes and the related guarantees are structurally subordinated to all existing and future liabilities of our subsidiaries that do not guarantee the New Notes, including the trade payables of such subsidiaries. Our subsidiaries that are not providing New Notes Guarantees generated approximately 9.1% of the Company’s consolidated revenues, 20.8% of the Company’s net income and 8.3% of the Company’s consolidated EBITDA for the three months ended March 31, 2022, and held approximately 12.6% of the Company’s consolidated assets as of March 31, 2022. In addition, as of March 31, 2022, the Company’s subsidiaries that are not providing a New Notes Guarantee had $425.8 million of liabilities, including $312.8 million of indebtedness.

There is no public market for the New Notes.

The New Notes are a new issue of securities for which there is currently no trading market. We cannot be sure that an active trading market will develop for the New Notes or, if developed, that it will continue. As a result, we are unable to assure you as to the presence or the liquidity of any trading market for the New Notes.

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Moreover, if a market were to develop, the New Notes could trade at prices that may be lower than their initial offering price because of many factors, including, but not limited to:

In addition, the market for non-investment grade debt has historically been subject to disruptions that have caused volatility in the prices of these securities. It is possible that, if any trading market for the New Notes develops, it will be subject to disruptions. Any such disruption may have a negative effect on you as a holder of the New Notes, regardless of our financial condition, performance or prospects.

We may not be able to satisfy our repurchase obligations in the event of a change of control or in the event the New Notes would otherwise constitute AHYDOs (as defined herein) because the terms of our indebtedness or lack of funds may prevent us from doing so.

Upon a change of control as specified in “Description of the New Notes,” following consummation of these Exchange Offers and the other Refinancing Transactions, each holder of the New Notes and the 2028 Private Exchange Notes will have the right to require us to repurchase their notes at 101% of their principal amount, plus accrued and unpaid interest, and, liquidated damages, if any, to the date of repurchase. Additionally, if the New Notes would otherwise constitute AHYDOs, we will be required to redeem a portion of the principal amount of each then outstanding New Note in an amount intended to ensure that no New Note will be an AHYDO. The terms of the Exchange Credit Agreement limit our ability to repurchase the notes in the event of a change of control. Any future agreement governing any of our indebtedness may contain similar restrictions and provisions and may restrict our ability to make “AHYDO Catch-Up Payments” (as defined herein). Accordingly, it is possible that restrictions in the Credit Agreements or other indebtedness that may be incurred in the future will not allow the required repurchase of the New Notes and the 2028 Private Exchange Notes. Even if such repurchase is permitted by the terms of our then existing indebtedness, we may not have sufficient funds available to satisfy our repurchase obligations. Our failure to purchase the New Notes or the 2028 Private Exchange Notes would be a default under the New Notes Indenture or the indenture governing the 2028 Private Exchange Notes, respectively, which in turn would trigger a default under the Exchange Credit Agreement and may trigger a default under the indenture governing the 2028 Private Exchange Notes or the New Notes Indenture, as applicable.

Federal and state law may render the subsidiary guarantees of the New Notes and/or payments made under the subsidiary guarantees avoidable in specific circumstances, potentially requiring the holders to return payments received.

If we or a subsidiary guarantor becomes a debtor in a case under the U.S. Bankruptcy Code or encounters other financial difficulty, under federal bankruptcy law and comparable provisions of state fraudulent transfer, fraudulent conveyance or voidable transactions laws, which may vary from state to state (and which, for simplicity, we refer to generally as “fraudulent transfer laws”), a court may avoid, subordinate or otherwise decline to enforce a guarantee or claims in respect of a guarantee.

Specifically, the guarantees may be voided as fraudulent transfers if a court finds that the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

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A legal challenge to the obligations under any guarantee on fraudulent transfer grounds could focus on whether any benefits the applicable guarantor subsidiary received from the Exchange Offers, the New Notes and the related transactions were reasonably equivalent in value to, or represented fair consideration for, the guarantee provided by such subsidiary. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is satisfied. A court would likely find that a subsidiary guarantor did not receive reasonably equivalent value or fair consideration for its guarantee if such subsidiary guarantor did not substantially benefit directly or indirectly from issuing the guarantee. Specifically, if the guarantees were legally challenged, any guarantee could be subject to a claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than reasonably equivalent value or fair consideration, and a court could avoid the obligations under the guarantees, subordinate them to the applicable guarantor’s other debt or take other action detrimental to the holders of the New Notes.

We believe that each of our subsidiaries making a guarantee received reasonably equivalent value and fair consideration for incurring the guarantee, but we cannot assure you that a court would reach the same conclusion.

The measures of insolvency for purposes of the fraudulent transfer laws vary depending on the law applied in the proceeding to determine whether a fraudulent transfer has occurred. Generally, however, an entity would be considered insolvent if:

We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

If a court were to find that the incurrence of the guarantee was a fraudulent transfer, the court could avoid the payment obligations under such guarantee and direct you to repay the value of such payments, which would be recovered for the benefit of: (i) the bankruptcy estate of the guarantor, (ii) an assignee of the guarantor’s assets in an Assignment for the Benefit of Creditors proceeding and/or (iii) a creditor bringing the avoidance action. Also, your right to receive payments in respect of the New Notes from any such guarantor could be equitably subordinated to all indebtedness and other liabilities of that guarantor and/or disallowed in its entirety. We cannot assure you that funds would be available from another subsidiary or any other source to repay the related indebtedness.

The New Notes Indenture limits the liability of each guarantor on its guarantee to the maximum amount that such guarantor can incur without risk that its guarantee will be subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect such guarantees from fraudulent transfer challenges, as some courts have held such limitations unenforceable. Even if this limitation were enforced in accordance with its terms, the remaining amount due and collectible under the guarantees may not suffice, if necessary, to pay the New Notes in full when due and could render the guarantee effectively worthless.

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If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the New Notes.

Any default under the agreements governing our other indebtedness, including a default under our Credit Agreements, that is not cured or waived in accordance with the terms thereof, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the New Notes and substantially decrease the market value of the New Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our other indebtedness, or if we otherwise fail to comply with the various covenants, including operating covenants, in the instruments governing our indebtedness (including covenants in our Credit Agreement, the New Notes Indenture, the Old Notes Indentures, the 2026 Notes Indenture and the indentures governing the 2028 Private Exchange Notes and Exchangeable 2026 Notes), we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could, in certain circumstances, elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our Credit Agreements could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If we breach our covenants under our Credit Agreements or our other indebtedness and seek a waiver, we may not be able to obtain a waiver from the parties required under our Credit Agreements. If this occurs, we would be in default under the instrument governing that indebtedness, the lenders or holders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

We may redeem the New Notes at our option, which may adversely affect your return.

We may redeem the New Notes at our option at any time or from time to time at the applicable redemption prices described in this Prospectus plus accrued and unpaid interest to, but excluding, the applicable redemption date. We may choose to exercise these redemption rights when prevailing interest rates are relatively low. As a result, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the New Notes. See “Description of the New Notes—Optional Redemption” for a more detailed description of the prices and terms on which we may redeem the New Notes.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may adversely affect the market value of the New Notes and increase our future borrowing costs and reduce our access to capital.

Upon the closing of the issuance of the New Notes, we anticipate that our New Notes will be assigned a non-investment grade rating, and any rating assigned to our debt could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the New Notes. Credit ratings are not recommendations to purchase, hold or sell the New Notes. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure or marketing of the New Notes. Any downgrade by a rating agency may result in higher borrowing costs.

Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. If any credit rating initially assigned to the New Notes is subsequently lowered or withdrawn for any reason, you may not be able to resell your New Notes without a substantial discount.

Risks Related to the Collateral

Even though the holders of the New Notes will benefit from a second-priority lien on the Company’s and the guarantors’ right, title and interest in the Collateral, the Second Lien Collateral Trustee (at the direction of the applicable secured parties under the Second Lien Collateral Trust Agreement to the extent such direction is required by the Second Lien Collateral Trust Agreement) will control actions (including the exercise of

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remedies and distribution of proceeds) with respect to the Collateral subject to the First Lien/Second Lien Intercreditor Agreement. The Second Lien Collateral Trust Agreement will contain customary provisions for a New York law collateral trust agreement, but will not contain any provisions that seek to address non-New York law and non-U.S. law insolvency and restructuring considerations typically available in non-New York law collateral trust agreements. If required to do so pursuant to applicable law or the First Lien/Second Lien Intercreditor Agreement, the Second Lien Collateral Trustee may release the collateral securing the New Notes, or such Collateral may be released automatically, without your consent or the consent of the trustee.

The rights of the holders of the New Notes in the Collateral (including the right to exercise remedies) will be subject to the Second Lien Collateral Trust Agreement and the First Lien/Second Lien Intercreditor Agreement. Under the Second Lien Collateral Trust Agreement, any actions that may be taken with respect to the Collateral, including the ability to cause the commencement of enforcement proceedings against the Collateral or to control such proceedings, will be taken by the Second Lien Collateral Trustee (at the direction of the applicable secured parties under the Second Lien Collateral Trust Agreement to the extent such direction is required thereby) subject to the terms of the First Lien/Second Lien Intercreditor Agreement. Under the Second Lien Collateral Trust Agreement, the direction of the applicable secured parties thereunder is determined based upon the majority of the secured debt subject to the benefits of the Second Lien Collateral Trust Agreement, including any future second-priority obligations.

Under the Second Lien Collateral Trust Agreement, the Second Lien Collateral Trustee may be required to release or subordinate liens pursuant to the First Lien/Second Lien Intercreditor Agreement, applicable law, or a final and nonappealable order or judgment of a court of competent jurisdiction, without your consent or the consent of the trustee.

The Second Lien Collateral Trust Agreement contains customary provisions for New York Law collateral trust agreements governing priority of claims among secured creditors. See “Description of the New Notes—Second Lien Collateral Trust Agreement.” While a number of the guarantors are incorporated, organized, or have their center of main interest in jurisdictions other than New York, for example, the Second Lien Collateral Trust Agreement does not contain provisions that typically would be included in these and other local jurisdictions.

It may be difficult to realize the value of the Collateral securing the New Notes and the New Notes Guarantees.

No appraisal of the value of the Collateral securing the New Notes and the New Notes Guarantees has been made in connection with the Exchange Offers and the fair market value of the Collateral is subject to fluctuations based on factors that include, among others, market and other economic conditions, including the availability of suitable buyers. By its nature, some or all of the Collateral may be illiquid and may have no readily ascertainable market value. We cannot assure you that the fair market value of the Collateral as of the date of this Prospectus exceeds, or at any other point in time will exceed, the principal amount of the debt secured thereby. The value of the Collateral and the guarantees could be impaired in the future as a result of changing economic conditions, our failure to implement our business strategy, competition, liabilities and other future events. Accordingly, there may not be sufficient Collateral to pay all or any of the amounts due on the New Notes or the other debt secured by the Collateral, including the obligations under the Credit Agreements and the 2028 Private Exchange Notes. Any claim for the difference between the amount, if any, realized by holders of first-priority liens or holders of the New Notes and the 2028 Private Exchange Notes from the sale of the Collateral and the obligations of the Company and guarantors under the New Notes will rank equally in right of payment with all of our other unsecured unsubordinated Indebtedness and other obligations, including trade payables, the Old Notes and the 2026 Notes. Additionally, in the event that a bankruptcy or insolvency proceeding is commenced by or against us, if the value of the Collateral is less than the amount of principal and accrued and unpaid interest on the applicable New Notes and all other obligations secured by a lien of equal or higher priority to the lien securing the New Notes, interest may cease to accrue on such New Notes from and after the date such proceedings are commenced or initiated. Also, any disposition of the Collateral during a bankruptcy or insolvency proceeding outside of the ordinary course of our business would require approval from the bankruptcy court (which may not be given under certain circumstances).

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To the extent that third parties enjoy prior liens on any of the Collateral or are able to attach liens to any of the Collateral, such third parties may have rights and remedies with respect to the Collateral that, if exercised, could adversely affect the value of the Collateral. Additionally, the terms of the indentures governing the New Notes and the 2028 Private Exchange Notes allow us to (i) issue additional secured indebtedness, including additional debt that may rank pari passu in right of payment with and secured on an equal and ratable basis with the Company’s First Lien Secured Obligations or pari passu in right of payment with and secured on an equal and ratable basis with the New Notes and the 2028 Private Exchange Notes, and (ii) to incur refinancing indebtedness in certain circumstances. The New Notes Indenture does not require that we maintain the current level of Collateral value or maintain a specific ratio of indebtedness to asset values. Thus, the issuance of any such additional debt and refinancing indebtedness may have the effect of significantly diluting your ability to recover payment in full of the New Notes from the then-existing pool of Collateral. Releases of Collateral from the liens securing the New Notes will be permitted under certain circumstances. See “Description of the New Notes.”

In the future, the obligation to grant additional security over assets, or a particular type or class of assets, whether as a result of the acquisition or creation of future assets or subsidiaries, the designation of a previously unrestricted subsidiary or otherwise, will be subject to the provisions of the applicable New Notes Indenture and security documents. Furthermore, upon enforcement against any Collateral or during a bankruptcy insolvency proceeding, the claims of the holders of New Notes and holders of any other second-priority lien indebtedness, including the 2028 Private Exchange Notes, to the proceeds thereof will rank junior to any first-priority liens on such Collateral, including those securing the obligations under the Credit Agreements. Enforcement of the security interests in the Collateral is subject to practical problems generally associated with the realization of security interests in collateral. For example, the consent of a third party may be necessary to obtain or enforce a security interest in a contract and such consent may not be provided. Also, the consents of any third parties may not necessarily be given when required to facilitate a foreclosure or realization on the Collateral. Accordingly, the Second Lien Collateral Trustee may not have the ability to foreclose or realize upon those assets and the value of the Collateral may significantly decrease.

The Collateral will be subject to any and all exceptions, defects, encumbrances, liens and other imperfections that may exist in respect of the security interests required with respect to the Credit Agreements.

The Collateral will be subject to any and all exceptions, defects, encumbrances, liens and other imperfections that may exist in respect of the security interests. In addition, foreign security filings outside of the United States in respect of the security interests of the New Notes will only be made in jurisdictions (and in the manner) where such security filings are required to be made under the Exchange Credit Agreement (see “Description of the New Notes—Security”). The existence of any such exceptions, defects, encumbrances, liens and other imperfections or lack of filings could adversely affect the value of the Collateral as well as the ability of the Second Lien Collateral Trustee to realize or foreclose on the Collateral for the benefit of the holders of the New Notes, as applicable. The Dealer Manager has neither analyzed the effect of, nor participated in any negotiations relating to, such exceptions, defects, encumbrances, liens and imperfections, including the lack of any such filing in foreign jurisdictions outside of the United States, and the existence thereof could adversely affect the value of the Collateral as well as the ability of the Second Lien Collateral Trustee, to realize or foreclose on the Collateral for the benefit of the holders of the New Notes.

Rights of the holders of the New Notes in the Collateral may be adversely affected by the failure to perfect liens on certain Collateral acquired in the future.

Applicable law requires that certain property and rights acquired after the grant of a security interest, such as real property, equipment subject to a certificate and certain proceeds, can only be perfected at the time such property and rights are acquired and identified. Furthermore, in certain jurisdictions, “blanket” or “floating” liens will not be available to secure any Collateral. None of the Second Lien Collateral Trustee or the trustees will monitor, and we may not inform the Second Lien Collateral Trustee or the trustees of, the future acquisitions of property and rights that constitute Collateral, and necessary action may not be taken to properly perfect the security interest in

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such after-acquired Collateral. None of the Second Lien Collateral Trustee or the trustees has any obligation to monitor the acquisition of additional property or rights that constitute Collateral or the perfection of any security interest in favor of the New Notes against third parties. As a result, the inability or failure of the Company or any guarantor to promptly take all actions necessary to create properly perfected security interests in the Collateral may result in the loss of the priority, or a defect in the perfection, of the security interest for the benefit of the holders of the New Notes to which they would have been otherwise entitled. In addition, even if the liens on Collateral acquired in the future are properly perfected, such liens may potentially be avoidable as a preference in any bankruptcy or insolvency proceeding if the Company or guarantor, as applicable, was insolvent at the time of the pledge, such pledge was made within 90 days (or, in certain cases, a longer period) prior to a bankruptcy filing and such pledge would result in the holders receiving more than they would have received in a distribution under Chapter 7 of the Bankruptcy Code in a hypothetical Chapter 7 case.

The Collateral is subject to casualty risks.

Although we maintain insurance policies to insure against losses, there are certain losses that may be either uninsurable or not economically insurable, in whole or in part. As a result, it is possible that the insurance

proceeds will not compensate us fully for our losses in the event of a catastrophic loss. If there is a total or partial loss of any of the Collateral, we cannot assure you that any insurance proceeds received by us will be sufficient to satisfy all the secured obligations, including the New Notes.

We will, in most cases, have control over the Collateral, and the sale of particular assets by us could reduce the pool of assets securing the New Notes and any future guarantees. In addition, certain assets, including Excluded Property, will be excluded from the Collateral.

The terms of the Security Documents, the Credit Agreements, the New Notes Indenture and the indenture governing the 2028 Private Exchange Notes allow us to remain in possession of, retain exclusive control over, freely operate, and collect, invest and dispose of any income from, the Collateral. For example, in accordance with the Security Documents, the Credit Agreements, the New Notes Indenture and the indenture governing the 2028 Private Exchange Notes, we may, among other things, without approval or consent of the trustee, the Designated First Priority Representative (as defined in “Description of the New Notes—Certain Definitions”) or the Second Lien Collateral Trustee, conduct activities with respect to Collateral, such as selling, factoring, abandoning or otherwise disposing of Collateral and making cash payments (including repayments of indebtedness). The lien on any Collateral will be automatically released upon any permitted disposition thereof to a person that is not an Issuer or a guarantor and will no longer secure the obligations under the Credit Agreements, the New Notes Indenture and the indenture governing the 2028 Private Exchange Notes. See “Description of the New Notes.”

In addition, certain assets, including Excluded Property (as such term is defined in the Exchange Credit Agreement, which may be amended from time to time in accordance with its terms), will be excluded from the Collateral. See “Description of the New Notes—Security.”

To the extent lien searches are performed, such searches may not reveal all existing liens on the Collateral.

We cannot guarantee that any lien searches conducted on the Collateral will reveal all existing liens on the Collateral. Any existing undiscovered lien could be significant, could be prior in ranking to the liens securing the New Notes or the guarantees and, subject to the First Lien/Second Lien Intercreditor Agreement, could have an adverse effect on the ability of the Second Lien Collateral Trustee to realize or foreclose upon the Collateral. In addition, certain statutory priority liens may also exist that are not, or that cannot be, discovered by lien searches.

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Rights of the holders of the New Notes in the Collateral may be adversely affected by bankruptcy and insolvency proceedings and the holders of the New Notes may not be entitled to post-petition interest, fees, or expenses in any bankruptcy or insolvency proceeding.

The right of the First Lien Representatives (as defined in the First Lien/Second Lien Intercreditor Agreement) or, subject to the First Lien/Second Lien Intercreditor Agreement, the Second Lien Collateral Trustee to repossess and dispose of the Collateral is likely to be significantly impaired, and at a minimum delayed, if U.S. bankruptcy proceedings are commenced by or against us prior to or possibly even after the First Lien Representatives or, subject to the First Lien/Second Lien Intercreditor Agreement, the Second Lien Collateral Trustee has repossessed and disposed of the Collateral. Under the U.S. Bankruptcy Code, pursuant to the automatic stay imposed upon a bankruptcy filing, secured creditors, such as the First Lien Representatives and the Second Lien Collateral Trustee, are prohibited from among other things, obtaining possession of property of the debtor’s estate or exercising control over such property or creating, perfecting, or enforcing any lien on such property, without prior bankruptcy court approval (which may not be given under the circumstances). Moreover, U.S. bankruptcy law permits the debtor to continue to retain and to use collateral, and the proceeds, products, rents or profits of collateral, even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given “adequate protection.” The meaning of the term “adequate protection” may vary according to circumstances, but it is intended in general to protect the value of the secured creditor’s interest in Collateral and may include cash payments or the granting of additional or replacement security, if and at such time as the court in its discretion determines, for any diminution in the value of Collateral as a result of the imposition of the automatic stay or any use of collateral by the debtor during the pendency of the bankruptcy case. A bankruptcy court may determine that a secured creditor does not require compensation for diminution in the value of its collateral if the value of such collateral exceeds the debt it secures. In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary powers of a U.S. bankruptcy court, it is impossible to predict whether or when payments under the New Notes could be made following the commencement of a bankruptcy case (or the length of the delay in making any such payments), whether or when the First Lien Representatives or, subject to the First Lien/Second Lien Intercreditor Agreement, the Second Lien Collateral Trustee would repossess or dispose of the Collateral, or whether or to what extent the holders of the New Notes would be compensated for any delay in payment or loss of value of the Collateral through the requirements of “adequate protection.” With respect to the New Notes, the ability of the Second Lien Collateral Trustee and the holders thereof to seek and obtain adequate protection is further limited by the terms of the First Lien/Second Lien Intercreditor Agreement. See “Description of the New Notes—First Lien/Second Lien Intercreditor Agreement.”

Furthermore, in the event a U.S. bankruptcy court determines that the value of the Collateral is not sufficient to repay all amounts due with respect to the Credit Agreements and any additional obligations of the Company or any guarantor secured by the Collateral on a first-priority basis or second-priority basis, as applicable, the holders of the New Notes, as the case may be, would have “undersecured claims” as to the difference. Generally, U.S. bankruptcy laws do not permit the payment or accrual of post-petition interest, costs, expenses and attorneys’ fees for “undersecured claims” during the debtor’s bankruptcy case. Other consequences of a finding of under-collateralization would include, among other things, a lack of entitlement to receive “adequate protection” under U.S. bankruptcy laws with respect to any unsecured portion of the New Notes. In addition, if any payments of post-petition interest had been made at the time of such a finding of under-collateralization, those payments could be recharacterized by a U.S. bankruptcy court as a reduction of the principal amount of the applicable New Notes.

The rights of the Second Lien Collateral Trustee with respect to the Collateral may also be impaired, delayed or otherwise affected by the insolvency laws of the other jurisdictions in which we and the guarantors are incorporated or organized. See “Risks Related to the New Notes—Federal and state law may render the subsidiary guarantees of the New Notes and/or payments made under the subsidiary guarantees avoidable in specific circumstances, potentially requiring the holders to return payments received.”

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The liens on the Collateral securing the New Notes and the New Notes Guarantees will be junior and subordinate to the liens on the Collateral securing the obligations under the Credit Agreements and any other first-priority lien debt.

The New Notes and the New Notes Guarantees will be secured by second-priority liens in the Collateral granted by the Company and the guarantors and any existing or future subsidiary that becomes a guarantor in the future in accordance with the provisions of the New Notes Indenture, subject to certain Permitted Liens, exceptions and encumbrances described in the New Notes Indenture and the Security Documents. All obligations arising under the Exchange Credit Agreement are secured by first-priority liens on the same Collateral that will secure the New Notes and the 2028 Private Exchange Notes on a second-priority basis. The 2017 Credit Agreement is secured by a first-priority lien on property that constitutes a portion of the Collateral that will secure the New Notes and the 2028 Private Exchange Notes. The Second Lien Collateral Trustee will execute a First Lien/Second Lien Intercreditor Agreement with the administrative agent for the Exchange Credit Agreement and the administrative agent for the 2017 Credit Agreement that will provide, among other things, that if the New Notes Trustee, the Second Lien Collateral Trustee or any holder of New Notes or the 2028 Private Exchange Notes receives any Collateral, including any proceeds thereof in violation of the First Lien/Second Lien Intercreditor Agreement, at any time prior to the payment in full of the obligations under the Credit Agreements and other first-priority lien debt then it will segregate and hold such Collateral and/or proceeds in trust for the benefit of the first lien secured parties and will transfer such Collateral and/or proceeds, as the case may be, to the Designated First Priority Representative, for payment of the obligations under the Credit Agreements and any other first-priority lien debt. Holders of the New Notes would then participate ratably in distributions from our remaining assets that constitute Collateral or the remaining assets of the guarantors that constitute Collateral, as the case may be, with all holders of indebtedness that rank equally in priority with respect to such assets with the New Notes based upon the respective amount owed to each such creditor. In addition, the New Notes Indenture will permit the Company and the guarantors to incur additional indebtedness secured by liens on the Collateral senior in priority to the liens securing the New Notes under specified circumstances. See “—The value of the Collateral securing the New Notes may not be sufficient to ensure repayment of the New Notes because the holders of obligations under the Credit Agreements and other first-priority lien obligations will be paid first from the proceeds of the Collateral” and “—It may be difficult to realize the value of the Collateral securing the New Notes and the New Notes Guarantees.” Any obligations secured by such liens may further limit the recovery from the realization of the Collateral available to satisfy holders of the New Notes.

In addition, if we default under the Credit Agreements, the administrative agent for the Exchange Credit Agreement or the administrative agent for the 2017 Credit Agreement, as the case may be, under the Credit Agreements could declare all of the funds borrowed thereunder, together with accrued and unpaid interest, immediately due and payable and could foreclose on the Collateral.

The value of the Collateral securing the New Notes may not be sufficient to ensure repayment of the New Notes because the holders of obligations under the Credit Agreements and other current and future first-priority lien obligations will be paid first from the proceeds of the Collateral.

Our indebtedness and other obligations under the Exchange Credit Agreements and other current and future first-priority lien debt and any future first-lien indebtedness, will be secured by a first-priority lien on the Collateral securing the New Notes and the New Notes Guarantees. In addition, the indebtedness and other obligations under the 2017 Credit Agreement will be secured by a first-priority lien on property constituting a portion of the Collateral securing the New Notes and the New Notes Guarantees. The liens on such common collateral securing the New Notes and the New Notes Guarantees will be junior to the liens securing all such obligations, so that proceeds of such common collateral will be applied first to repay such first-priority lien obligations before any such proceeds are applied to pay any amounts due on the New Notes, the 2028 Private Exchange Notes and any other obligations secured by a second-priority lien on such collateral. Accordingly, if we default on the New Notes, we cannot assure the holders of such notes that the Second Lien Collateral Trustee would receive enough money from the sale of the Collateral to repay the holders of the New Notes. In addition,

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we will have specified rights to issue additional notes and other parity lien obligations that would be secured by liens on the Collateral on an equal and ratable basis with the New Notes and to incur additional indebtedness and obligations and for such obligations to be secured by liens on the Collateral that have priority over the New Notes in certain circumstances. If the proceeds of any sale of the Collateral are not sufficient to repay all amounts due on the New Notes, the 2028 Private Exchange Notes and any other second-lien obligations, then your claims against our remaining assets to repay any amounts still outstanding under the New Notes would be unsecured.

In addition, the Collateral securing the New Notes will be subject to other liens permitted under the terms of the Credit Agreements, the New Notes Indenture and the indenture governing the 2028 Private Exchange Notes, whether existing now or arising at or after the date the New Notes are issued. To the extent that third parties hold prior liens, such third parties may have rights and remedies with respect to the property subject to such liens that, if exercised, could adversely affect the value of the Collateral securing the New Notes. The New Notes Indenture will not require that the Company maintain the current level of Collateral.

In the event of a foreclosure on the Collateral, the proceeds from such foreclosure may not be sufficient to satisfy the New Notes because such proceeds would, under the First Lien/Second Lien Intercreditor Agreement, first be applied to satisfy our obligations under the Credit Agreements and other first-lien priority debt. Only after all of our obligations under the Credit Agreements and other first-lien priority debt have been satisfied and any obligations to lend under such agreements have terminated will proceeds from the Collateral be applied to satisfy the Company and the guarantors’ obligations under the New Notes.

Holders of the New Notes will not control decisions regarding the Collateral, even during the existence of an event of default.

Pursuant to the First Lien/Second Lien Intercreditor Agreement, the Designated First Priority Representative will generally be entitled to receive and apply all proceeds of any Collateral to the repayment in full of the obligations under the Credit Agreements and any other first-priority lien debt, before any such proceeds will be available to repay obligations under the New Notes and 2028 Private Exchange Notes. In addition, the Designated First Priority Representative will generally have the exclusive right to exercise rights and remedies with respect to Collateral, even if an event of default under the New Notes has occurred and is continuing, and neither the holders of New Notes nor the Second Lien Collateral Trustee will be entitled to independently exercise remedies with respect to the Collateral until specified time periods have elapsed.

Furthermore, because the Designated First Priority Representative (on behalf of the first lien secured parties) will control the disposition of the Collateral, if there were an event of default under the New Notes, the Designated First Priority Representative could decide, for a specified time period, not to proceed against the Collateral, regardless of whether there is a default under the first lien secured debt documents. During such time period, unless and until discharge of all first-priority lien obligations, including the Credit Agreements and any other first-lien indebtedness has occurred, the sole right of the Second Lien Collateral Trustee (for the benefit of the holders of the New Notes and the 2028 Private Exchange Notes) will be to hold a lien on the Collateral.

At any time that obligations that have the benefit of the first-priority liens on the Collateral are outstanding, if the holders of such indebtedness release the Collateral in connection with an enforcement action or insolvency proceeding or otherwise in connection with a release that is not prohibited by the agreements governing the first-priority lien obligations and the New Notes Indenture, including, without limitation, in connection with any sale of assets, the junior lien on such Collateral securing the New Notes will be automatically and simultaneously released without any consent or action by the holders of the New Notes, subject to certain exceptions. The Collateral so released will no longer secure the Company’s and the guarantors’ obligations under the New Notes. See “Description of the New Notes—First Lien/Second Lien Intercreditor Agreement.”

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Security over certain Collateral may not be in place by closing or may not be perfected by closing, and we will not be required to perfect security interests in some instances.

Certain mortgages and mortgage instruments related thereto may not be in place by or may not be perfected on or prior to the Settlement Date. To the extent any mortgage or mortgage instrument in the Collateral securing the New Notes is not perfected at or prior to the Settlement Date, we will be required to have all such mortgages or mortgage instruments perfected within 150 days of the Settlement Date. Under U.S. bankruptcy law, to the extent a security interest in certain Collateral is granted or perfected after the date which is 30 days following the Settlement Date, that security interest may be at risk of being voided as a preferential transfer by the pledgor (as debtor in possession) or by its trustee in bankruptcy if we were to file for bankruptcy within 90 days after the grant or after perfection (or, under certain circumstances, a longer period). To the extent that a security interest is voided as a preference, you would lose the benefit of the security interest in the property that the perfection was intended to provide. The failure to have a security interest in place or perfected, and the failure to obtain certain other agreements, may adversely affect the ability of holders of the New Notes to obtain the benefits of certain Collateral. See “Rights of the holders of the New Notes in the Collateral may be adversely affected by the failure to perfect liens on certain Collateral acquired in the future.”

Your rights in the collateral may be adversely affected by the failure to maintain, record and/or perfect security interests in collateral.

Your rights in the collateral may be adversely affected by our failure to maintain the security interest in the collateral or to perfect security interests in certain collateral in the future. We may fail to notify the Second Lien Collateral Trustee or any collateral agent for the New Notes of changes in name or other events which may adversely affect the security interest in the collateral. In addition, applicable law requires that certain property and rights acquired after the grant of a general security interest, such as real property, equipment subject to a certificate and certain proceeds, can be perfected only at the time at which such property and rights are acquired and identified. The Second Lien Collateral Trustee’s security interest for the New Notes may not monitor, or we may not inform it of, changes affecting the collateral or the future acquisition of property and rights that constitute collateral, and necessary action may not be taken to maintain or to properly perfect the security interest in such collateral.

The Second Lien Collateral Trustee’s security interest for the New Notes has no obligation to monitor the collateral or the acquisition of additional property or rights that constitute collateral or the perfection of any security interest in favor of the New Notes against third parties. A failure to do so may result in the loss of the security interest therein or the priority of the security interest in favor of the New Notes against third parties.

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