EFTA01382760.pdf

S- I /A Table of Contras plus accred and unpaid interest thereon to the applicable redemption date, if redeemed during the 12-month period beginning on January 15 of each of the years indicated below: Year Percentage 2016 108.438% 2017 105.625% 2018 102.813% 2019 and thereafter 100.000% We intend to use the net proceeds of this offering to redeem all $510 million aggregate principal amount of the 11.25% Notes. and to pay the applicable premiums and related fees and expenses. See "Use of Proceeds." Guarantees All obligations under the 11.25% Notes are guaranteed on a senior unsecured basis by each of our domestic subsidiaries that guarantees obligations under our senior secured credit facilities, Certain Covenants and Events of Default The indenture governing the 11.25% Notes contains a number of covenants that, among other things, restricts, subject to certain exceptions. our ability to: incur additional debt or issue certain preferred shares; pay dividends on or make other distributions in respect of our capital stock or make other restricted payments; make certain investments: sell certain assets: create liens on certain assets to secure debt; consolidate, merge. sell or otherwise dispose of all or substantially all of our assets; enter into certain transactions with affiliates; and designate our subsidiaries es unrestricted subsidiaries. In addition, the indenture governing the 11.25% Notes imposes certain requirements as to future subsidiary guarantors. The indenture governing the 11.25% Notes also contains certain customary events of default. 10.625% Senior Unsecured Notes due 2021 Overview On April 10, 2013, we issued and sold $815 million aggregate principal amount of our 10.625% Notes. Proceeds from the offering were used to repurchase our 9.875% Notes and to pay related transaction expenses. On July 21. 2014. we redeemed $285 million aggregate principal amount of the 10.625% Notes. leaving a remainder of $530 million aggregate principal amount of the 10.625% Notes. Interest Rate Interest on the 10.625% Notes is payable in cash and accrues at the rate of 10.625% per annum. Interest on the 10.625% Notes is payable semi-annually in arrears on February 15 and August IS. commencing on August 15, 2013. 217 http://www.seggov/Archi vecledgar/datantS3980/00011931251 5334479/d31022dsla.htmI10/14/20I5 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082237 CONFIDENTIAL SONY GM_00228421 EFTA01382760