The Notes will be effectively junior to all of our and our subsidiaries secured indebtedness.
The Notes will be effectively subordinated to any of the existing and future secured debt we or our subsidiaries may incur, to the extent of the value of
the assets securing such debt. In the event that we are declared bankrupt, become insolvent or are liquidated or reorganized, any debt that ranks ahead of the Notes will be entitled to be paid in full from our assets before any payment may be made
with respect to the Notes. Holders of the Notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same ranking as the Notes, and potentially with all of our other general creditors, based upon the
respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we may not have sufficient assets to pay amounts due on the Notes. As a result, if holders of the Notes receive any payments, they may
receive less, ratably, than holders of secured indebtedness.
There are limited covenants in the indenture pursuant to which we will issue the Notes.
Neither we nor any of our subsidiaries is restricted from incurring additional debt or other liabilities, including additional senior debt,
under the indenture pursuant to which we will issue the Notes. If we incur additional debt or liabilities, our ability to pay our obligations on the Notes could be adversely affected. We expect to incur, from time to time, additional debt and other
liabilities. In addition, we are not restricted under the indenture from granting security interests over our assets, except to the extent described under Description of NotesMerger, Consolidation or Sale of Assets and
Description of NotesCertain Covenants in this prospectus supplement, or from paying dividends or issuing or repurchasing our securities.
In addition, there are no financial covenants in the indenture. You are not protected under the indenture in the event of a highly leveraged
transaction, reorganization, a default under our existing indebtedness, restructuring, merger or similar transaction that may adversely affect you, except to the extent described under Description of NotesMerger, Consolidation or Sale of
Assets and Description of NotesCertain Covenants included in this prospectus supplement.
The Notes are not insured or guaranteed by
the Federal Deposit Insurance Corporation.
The Notes are not savings accounts, deposits or other obligations of a bank and are not insured
by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.
You may be unable to sell the Notes because there is no
public trading market for the Notes.
The Notes are a new issue of securities with no established trading market. The Notes will not be
listed on any securities exchange or included in any automated quotation system. Consequently, the Notes will be relatively illiquid and you may be unable to sell your Notes. Although the representatives of the underwriters have advised us that,
following completion of the offering of the Notes, one or more of the underwriters currently intend to make a secondary market in the Notes, they are not obligated to do so and may discontinue any market-making activities at any time without notice.
Accordingly, a trading market for the Notes may not develop or any such market may not have sufficient liquidity.
If a trading market for the Notes develops,
changes in our credit ratings or the debt markets could adversely affect the liquidity and market price of the Notes.
If a trading market
develops, the liquidity and prices of the Notes will depend on many factors, including: (i) our credit ratings with major credit rating agencies; (ii) the prevailing interest rates being paid by other companies similar to us;
(iii) our financial condition, financial performance and future prospects; and (iv) the overall condition of the financial markets.
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