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As filed with the Securities and Exchange Commission on December
2, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
NetApp, Inc.
(Exact name of Registrant as specified in its charter)
495 East Java Drive
Sunnyvale, California 94089
(408) 822-6000
(Address, including zip code, and telephone number, including
area code, of Registrants principal executive offices)
George Kurian
Chief Executive Officer
NetApp, Inc.
495 East Java Drive
Sunnyvale, California 94089
(408) 822-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Steven E. Bochner, Esq.
John A. Fore, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
As soon as practicable after the effective date of this
registration statement.
(Approximate date of commencement of proposed sale to the
public)
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. ¨
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. x
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, please check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.
¨
If the Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the
following box. ¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):
CALCULATION OF REGISTRATION FEE
Prospectus
NetApp, Inc.
Debt Securities
Common Stock
Preferred Stock
Depositary Shares
Purchase Contracts
Purchase Units
Warrants
We may issue securities from time to time in one or more
offerings. This prospectus describes the general terms of these
securities and the general manner in which these securities will be
offered. We will provide the specific terms of these securities in
supplements to this prospectus. The prospectus supplements will
also describe the specific manner in which these securities will be
offered and may also supplement, update or amend information
contained in this document. You should read this prospectus and any
applicable prospectus supplement before you invest.
We may offer these securities in amounts, at prices and on terms
determined at the time of offering. The securities may be sold
directly to you, through agents, or through underwriters and
dealers. If agents, underwriters or dealers are used to sell the
securities, we will name them and describe their compensation in a
prospectus supplement.
Our common stock is listed on the NASDAQ Global Select Market
under the symbol NTAP.
The last reported sale price of our common stock on the NASDAQ
Global Select Market on December 1, 2015 was $30.97 per share.
Investing in these securities involves certain risks. See Risk
Factors included in or incorporated by reference into any
accompanying prospectus supplement and in the documents
incorporated by reference in this prospectus for a discussion of
the factors you should carefully consider before deciding to
purchase these securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is December 2, 2015
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, which we refer
to as the SEC, utilizing a shelf registration process. Under this
shelf registration process, we may from time to time sell any
combination of the securities described in this prospectus in one
or more offerings.
This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will
provide one or more prospectus supplements that will contain
specific information about the terms of the offering. The
prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus
and any accompanying prospectus supplement together with the
additional information described under the heading Where You Can
Find More Information.
We have not authorized anyone to provide you with information
that is different from that contained in or incorporated by
reference in this prospectus, any accompanying prospectus
supplement or in any related free writing prospectus filed by us
with the SEC. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that
others may give you. This prospectus and any accompanying
prospectus supplement or any related free writing prospectus do not
constitute an offer to sell or the solicitation of an offer to buy
any securities other than the securities described in the
accompanying prospectus supplement or an offer to sell or the
solicitation of an offer to buy such securities in any
circumstances in which such offer or solicitation is unlawful. You
should assume that the information appearing in this prospectus,
any prospectus supplement, the documents incorporated by reference
and any related free writing prospectus is accurate only as of
their respective dates. Our business, financial condition, results
of operations and prospects may have changed materially since those
dates.
Unless the context otherwise indicates, references in this
prospectus to NetApp, we, our and us refer, collectively, to
NetApp, Inc., a Delaware corporation, and its consolidated
subsidiaries.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. Our SEC filings are available
to the public over the Internet at the SECs website at
http://www.sec.gov. Copies of certain information filed by us with
the SEC are also available on our website at www.netapp.com.
Information accessible on or through our website is not a part of
this prospectus. You may also read and copy any document we file at
the SECs public reference room, 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference room.
This prospectus is part of a registration statement we filed
with the SEC. This prospectus omits some information contained in
the registration statement in accordance with SEC rules and
regulations. You should review the information and exhibits in the
registration statement for further information on us and our
consolidated subsidiaries and the securities we are offering.
Statements in this prospectus concerning any document we filed as
an exhibit to the registration statement or that we otherwise filed
with the SEC are not intended to be comprehensive and are qualified
by reference to these filings. You should review the complete
document to evaluate these statements.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference much of the
information we file with the SEC, which means that we can disclose
important information to you by referring you to those publicly
available documents. The information that we incorporate by
reference in this prospectus is considered to be part of this
prospectus. Because we are incorporating by reference future
filings with the SEC, this prospectus is continually updated and
those future filings may modify or supersede some of the
information included or incorporated by reference in this
prospectus. This means that you must look at all of the SEC filings
that we incorporate by reference to determine if any of the
statements in this prospectus or in any document previously
incorporated by reference have been modified or superseded. This
prospectus incorporates by reference the documents listed below and
any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, or the Exchange Act (in each case, other than those
documents or the portions of those documents furnished pursuant to
Items 2.02 or 7.01 of any Current Report on Form 8-K and, except as
may be noted in any such Form 8-K, exhibits filed on such form that
are related to such information), until the offering of the
securities under the registration statement is terminated or
completed:
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You may request a copy of these filings, at no cost, by writing
or telephoning us at the following address:
NetApp, Inc.
495 East Java Drive
Sunnyvale, California 94089
Attn: Investor Relations
(408) 822-6000
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FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement, any free-writing
prospectus and the documents we incorporate by reference in this
prospectus may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
which we refer to as the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended, which we refer to as
the Exchange Act. Forward-looking statements provide current
expectations of future events based on certain assumptions and
include any statement that does not directly relate to any
historical or current fact. Forward-looking statements also can be
identified by words such as future, anticipates, believes,
estimates, expects, intends, will, would, could, can, may, and
similar terms. Forward-looking statements are not guarantees of
future performance and our actual results may differ significantly
from the results discussed in the forward-looking statements. A
non-comprehensive list of the topics including forward-looking
statements in this document includes:
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All forward-looking statements included in this document are
inherently uncertain as they are based on managements current
expectations and assumptions concerning future events, and are
subject to numerous known and unknown risks and uncertainties.
Therefore, actual events and results may differ materially from
these forward-looking statements. Factors that could cause actual
results to differ materially from those described herein include,
but are not limited to:
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Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
prospectus and are based upon information available to us at this
time. These statements are not guarantees of future performance.
Except as required by law, we disclaim any obligation to update
information in any forward-looking statement. Actual results could
vary from our forward-looking statements due to the foregoing
factors as well as other important factors.
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OUR BUSINESS
We provide software, systems and services to manage and store
customer data. We enable enterprises, service providers,
governmental organizations, and partners to envision, deploy and
evolve their IT environments. Customers benefit from our
collaboration with other technology leaders to create the specific
solutions they need. We were incorporated in 1992 and created the
worlds first networked storage appliance. Today, we offer a
portfolio of products and services that satisfy a broad range of
customer workloads across different data types and deployment
models.
Customer Needs
With an IT industry in transition, enterprise IT buyers have
many choices in delivery options and emerging technologies.
Customers are looking to NetApp for guidance and innovation to help
them achieve the right balance of flexibility, cost and data
control. They want help creating long-term IT strategies that
reduce costs and risk while driving growth and success for their
organizations.
New cloud computing options in particular offer compelling
advantages but also raise risks. Customers want to seamlessly
integrate public cloud resources as an extension of their internal
IT environment, an approach known as hybrid cloud. One of the
biggest challenges to this vision is data management. While other
parts of the IT infrastructure are largely interchangeable and
carry no history, once data is created it needs to be protected and
managed for its lifetime. As data grows, data and application
mobility consume more time and bandwidth. The net result is that
data management, NetApps core competency, has become essential to
realizing the promise of the hybrid cloud. To help customers
navigate this changing IT landscape, NetApp is investing in key
areas including:
Hybrid Cloud. NetApp believes that the hybrid cloud will
become the dominant model for enterprise IT for years to come.
Customers are attracted by the speed and scale benefits of the
public cloud but need new data management strategies to keep
control of data as it moves beyond the walls of the enterprise.
Today, the hybrid cloud is a range of isolated, incompatible data
silos. Every cloud provider has a different way to manage customers
data, making it difficult to move data from one cloud provider to
another. NetApps vision for enabling customers to achieve both data
control and choice in IT deployment models in the hybrid cloud is
called the data fabric. Our patented data management solutions give
customers confidence that no matter where their data resides,
on-premises or in a public cloud resource, they can control,
integrate, move, secure and consistently manage it. Customers
benefit from NetApps investments and expertise in building
enterprise-class hybrid cloud deployments that adapt as their needs
change.
Flash. Multiple approaches to the use of flash will become
the standard for enterprises as they evolve their long-term IT
strategies. NetApp is focused on building a deep and differentiated
patented technology around flash, and providing a portfolio of
offerings to help customers best integrate flash into their
enterprise. We offer both all-flash arrays and hybrid flash arrays
to enable the right balance of performance, efficiency, reliability
and scale. Our flash solutions help customers drive greater speed,
responsiveness, and value from the applications that control key
business operations. Our offerings remove performance bottlenecks
that negatively affect productivity and the customer experience and
eliminate storage overprovisioning that increases costs and adds to
inefficiency. Our broad portfolio includes hybrid and all-flash
storage offerings, which enable IT organizations to optimize the
level of performance, efficiency, and scale to meet their specific
needs.
Converged Infrastructure. Due to budget constraints and
skill imbalances, our customers need greater support from their
technology partners to evaluate, integrate, deploy and sustain the
sophisticated solutions they need to stay competitive. This trend
is driving the demand for converged infrastructure solutions that
reduce the time of deployment and lower integration risk. By
working with other best-in-class hardware and software providers,
NetApp offers a compelling business value through our FlexPod
®converged solutions, which reduce risks in ways that
cannot be matched by the proprietary stacks offered by server
vendors. FlexPod offerings, created in partnership with Cisco,
provide a broad range of reference architectures based on our
patented technology. Solutions are available for popular top-tier
business applications, including Microsoft, Oracle, SAP and Citrix.
We also offer FlexPod solutions for dedicated, high-performance
workloads such as big data, HPC, and video analytics that integrate
Hadoop.
Software-defined Storage:Software-defined storage (SDS) is a
key component of the software-defined data center, an evolving
architecture and set of technologies designed to speed delivery of
IT services to application owners within an enterprise. In an SDS
model, storage services are delivered as a software layer that can
be abstracted from underlying hardware. NetApp is a leader in
delivering innovative SDS technology, having followed the
principles of SDS for more than 20 years by incorporating our
patented software-defined capabilities throughout our products,
rather than adding a separate management layer. Working with
NetApp, IT organizations can deploy SDS solutions that address both
near-term demands as well as create a long-term roadmap to extend
improvements across services provisioning, storage virtualization,
infrastructure data collection, data retention, analysis, and
reporting as business needs change.
Product, Services and Solutions Portfolio
Our data management and storage offerings help improve business
productivity, performance and profitability, while providing
investment protection and enhanced asset utilization. We complement
our enterprise-class storage solutions with services expertise that
maximizes the business benefits customers gain from deploying our
products. In fiscal year 2015, NetApp demonstrated our ability to
help customers make sense of the changing IT landscape with
products and services that satisfy a broad range of customer
workloads across different data types and deployment models.
Our patented unified scale-out fabric-attached storage (FAS)
platform uses the NetApp Data ONTAP
®storage operating system. Data ONTAP software delivers
integrated data protection, comprehensive data management, and
built-in efficiency software for virtualized, shared
infrastructures, cloud computing, and mixed workload business
applications. Our E-Series platform with SANtricity
®storage management software offers high-performance,
reliable, scalable, and space-efficient storage for demanding
storage area networks workloads needing an optimized
price-to-performance ratio. We offer hybrid and all-flash
configurations of both E-Series and FAS platforms.
Our new FlashRay all-flash array system, which runs the Mars
operating system, is designed from the ground up to improve the
performance, efficiency and manageability of all-flash storage
architectures used in enterprise application environments.
In October 2014, we announced the acquisition of Riverbed
Technologys SteelStore
®product line that we have since rebranded as AltaVault
®. The AltaVault product supports leading backup
applications and cloud providers so that customers have a choice in
how they extend their existing data protection infrastructure into
the cloud. This enables us to offer enterprises cloud-integrated
storage to securely and efficiently back up their data, to both
private and public cloud environments.
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Data Storage Systems
FAS Unified Storage Systems
Our FAS family of unified storage systems streamlines,
simplifies, and consolidates storage and data management. Our
modular, scalable, and highly available FAS architecture supports
both scale-up and scale-out growth strategies utilizing the highly
efficient Data ONTAP storage operating system.
In June 2014, NetApp introduced two new FAS storage system
platformsthe extreme-performance FAS8080 EX and the entry
value-priced FAS2500. The FAS8080 EX is optimized for
performance-intensive storage area network (SAN) and
network-attached storage (NAS) workloads at the largest scale. The
entry-level FAS2500 hybrid arrays meets the needs of smaller
organizations for simplified operations, integration with existing
partner ecosystems, extended system life, and investment protection
in their storage assets as their company grows.
E-Series Storage Systems
Since May 2011, NetApp has been offering E-Series storage arrays
for SAN workloads. Core patented differentiators of this
price-performance leader include enterprise reliability,
availability and scalability. Customers choose E-Series for general
purpose computing, high-density content repositories, video
surveillance, and high-performance computing workloads where data
is managed by the application and the advanced data management
capabilities of Data ONTAP storage operating system are not
required. The modular flexibility of the E-Series enables custom
configurations optimized to scale as needed up to petabytes of
performance-oriented storage.
In February 2015, NetApp announced the E5600, the newest hybrid
entry in the E-Series family. It offers a mix of flash and disk to
provide cost-effective performance for capacity-intensive
applications such as email, SharePoint, high-performance computing,
data warehousing and video.
Flash Systems and Technologies
NetApp flash solutions enable business agility, improve user
experience, lower costs, and use less energy than traditional
storage solutions. We are a leader in the delivery of flash
innovation. We integrate flash technology across our FAS and
E-Series storage platforms, in all-flash and hybrid configurations,
and offer the dedicated FlashRay all-flash array.
All-Flash Arrays
NetApp all-flash arrays are designed to deliver extreme
input/output operations per second (IOPS) and ultralow latency to
drive greater speed, responsiveness, and value from the
applications that control key business operations.
NetApp offers three complementary platforms in our all-flash
portfolio:
NetApp EF-Seriesis a field-proven platform with a highly
efficient, streamlined, patented operating system that was built
for I/O-intensive workloads where the focus is on performance,
latency, density, and price. EF-Series meets customer needs for
latency-sensitive databases and high-performance SAN workloads that
leverage application-based advanced data management features. Our
newest model, the EF560, was introduced in January 2015, with
improvements in storage performance to offer the absolute and
consistent latency, bandwidth and IOPS critical to enterprise
database and analytics applications.
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NetApp All-Flash FAScombines low-latency performance with
robust data management, built-in efficiencies, integrated data
protection, multiprotocol support, and nondisruptive operations.
All-Flash FAS can be deployed as a standalone system with Data
ONTAP software. It also can be deployed as a high-performance tier
in a clustered Data ONTAP
®configuration with nondisruptive data mobility between
tiers. FAS was built for consolidated workloads and is ideally
suited for customers interested in building efficient shared
storage infrastructures using clustered Data ONTAP.
NetApp FlashRayis our new architecture built from the ground
up to improve the economics and performance of flash, while
delivering the classic NetApp values of efficiency, protection and
data management. The result is an innovative, patented approach to
all-flash storage that delivers adaptable low-latency performance
and no-compromise inline efficiencies. We designed FlashRay arrays
with the future in mind, establishing a foundation that will enable
tight integration with Data ONTAP and leverage future solid-state
technologies to further drive down the cost of all-flash
storage.
Hybrid Arrays
Flash storage today is primarily offered in the form of hybrid
arrays, a practical best-of-both-worlds approach that uses a mix of
flash and traditional hard disk drives (HDD). Hybrid arrays provide
the right level of performance at the right cost for mainstream
business applications. Hybrid FAS and E-Series arrays combine flash
storage with HDD storage to increase performance, reduce latency,
shrink rack space requirements, and lower power and cooling
costs.
Data Management Software
Data ONTAP Storage Operating System
NetApps Data ONTAP storage operating system is a patented,
unified data storage platform that supports any mix of SAN and NAS
environments. Our platform is compatible with UNIX, Linux, Windows,
and web environments.
Clustered Data ONTAP software enables unrestricted and secure
data movement across multiple cloud environments and paves the way
for software-defined data centers. It offers advanced performance,
availability, and efficiency. In a single, feature-rich platform,
clustered Data ONTAP software lets customers scale their
infrastructure without increasing IT staff. Benefits include:
Nondisruptive operations Perform storage maintenance, hardware
life cycle operations, and software upgrades without business
interruptions.
Proven efficiency Reduces storage costs by consolidating
workloads on the same infrastructure.
Seamless scalability SAN and NAS storage capacity, performance,
and operations scale without reconfiguring running
applications.
In October 2014, we introduced the latest release of clustered
Data ONTAP. Enhancements to this software-defined storage operating
system help organizations of all sizes improve their levels of
availability, performance and efficiency. New support for NetApp
MetroCluster Disaster Recovery Software in this
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USE OF PROCEEDS
We intend to use the net proceeds from the sale of any
securities offered under this prospectus for general corporate
purposes unless otherwise indicated in the applicable prospectus
supplement. General corporate purposes may include the acquisition
of companies or businesses, repayment and refinancing of debt,
working capital, capital expenditures, stock repurchases and the
payment of dividends. We intend to temporarily invest the net
proceeds in short-term investments until they are used for their
stated purpose. We have not determined the amount of net proceeds
to be used specifically for such purposes. As a result, management
will retain broad discretion over the allocation of the net
proceeds.
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DESCRIPTION OF DEBT SECURITIES
We may offer debt securities which may be senior or
subordinated. We refer to the senior debt securities and the
subordinated debt securities collectively as debt securities. The
following description summarizes the general terms and provisions
of the debt securities. We will describe the specific terms of the
debt securities and the extent, if any, to which the general
provisions summarized below apply to any series of debt securities
in the prospectus supplement relating to the series and any
applicable free writing prospectus that we authorize to be
delivered. When we refer to the Company, we, our and us in this
section, we mean NetApp, Inc. excluding, unless the context
otherwise requires or as otherwise expressly stated, our
subsidiaries.
We may issue senior debt securities from time to time, in one or
more series under a senior indenture to be entered into between us
and a senior trustee to be named in a prospectus supplement, which
we refer to as the senior trustee. We may issue subordinated debt
securities from time to time, in one or more series under a
subordinated indenture to be entered into between us and a
subordinated trustee to be named in a prospectus supplement, which
we refer to as the subordinated trustee. The form of the senior
indenture and the form of the subordinated indenture are filed as
exhibits to the registration statement of which this prospectus
forms a part. Together, the senior indenture and the subordinated
indenture are referred to as the indentures and, together, the
senior trustee and the subordinated trustee are referred to as the
trustees. This prospectus briefly outlines some of the provisions
of the indentures. The following summary of the material provisions
of the indentures is qualified in its entirety by the provisions of
the indentures, including definitions of certain terms used in the
indentures. Wherever we refer to particular sections or defined
terms of the indentures, those sections or defined terms are
incorporated by reference in this prospectus or the applicable
prospectus supplement. You should review the indentures that are
filed as exhibits to the registration statement of which this
prospectus forms a part for additional information.
None of the indentures will limit the amount of debt securities
that we may issue. The applicable indenture will provide that debt
securities may be issued up to an aggregate principal amount
authorized from time to time by us and may be payable in any
currency or currency unit designated by us in the applicable
indenture or in amounts determined by reference to an index.
General
The senior debt securities will constitute our unsecured and
unsubordinated general obligations and will rank pari passu with
our other unsecured and unsubordinated obligations. The
subordinated debt securities will constitute our unsecured and
subordinated general obligations and will be junior in right of
payment to our senior indebtedness (including senior debt
securities), as described under the heading Certain Terms of the
Subordinated Debt SecuritiesSubordination.
The debt securities will be our unsecured obligations. Any
secured debt or other secured obligations will be effectively
senior to the debt securities to the extent of the value of the
assets securing such debt or other obligations.
The applicable prospectus supplement and/or free writing
prospectus will include any additional or different terms of the
debt securities being offered, including the following terms:
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We may from time to time, without notice to or the consent of
the holders of any series of debt securities, create and issue
further debt securities of any such series ranking equally with the
debt securities of such series in all respects (or in all respects
other than (1) the payment of interest accruing prior to the issue
date of such further debt securities or (2) the first payment of
interest following the issue date of such further debt securities).
Such further debt securities may be consolidated and form a single
series with the debt securities of such series and have the same
terms as to status, redemption or otherwise as the debt securities
of such series.
You may present debt securities for exchange or transfer in the
manner, at the places and subject to the restrictions set forth in
the debt securities and the applicable prospectus supplement. We
will provide you those services without charge, although you may
have to pay any tax or other governmental charge payable in
connection with any exchange or transfer, as set forth in the
indentures.
Debt securities will bear interest at a fixed rate or a floating
rate. Debt securities bearing no interest or interest at a rate
that at the time of issuance is below the prevailing market rate
(called original issue discount securities) may be sold at a
discount below their stated principal amount. U.S. federal income
tax considerations applicable to any such discounted debt
securities or to certain debt securities issued at par which are
treated as having been issued at a discount for U.S. federal income
tax purposes will be described in the applicable prospectus
supplement.
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We may issue debt securities with the principal amount payable
on any principal payment date, or the amount of interest payable on
any interest payment date, to be determined by reference to one or
more currency exchange rates, securities or baskets of securities,
commodity prices or indices. You may receive a payment of principal
on any principal payment date, or a payment of interest on any
interest payment date, that is greater than or less than the amount
of principal or interest otherwise payable on such dates, depending
on the value on such dates of the applicable currency, security or
basket of securities, commodity or index. Information as to the
methods for determining the amount of principal or interest payable
on any date, the currencies, securities or baskets of securities,
commodities or indices to which the amount payable on such date is
linked and certain related tax considerations will be set forth in
the applicable prospectus supplement.
Certain Terms of the Senior Debt Securities
Certain Covenants
. Unless we indicate otherwise in a prospectus supplement, the
senior indenture will contain the following covenants:
Limitation on Liens. We will not directly or indirectly
incur, nor will we permit any of our wholly owned subsidiaries to
directly or indirectly incur, any indebtedness secured by a
mortgage, security interest, pledge, lien, charge or other similar
encumbrance (collectively, Liens) upon (a) any Principal Property
of ours or any of our wholly owned subsidiaries or (b) any shares
of stock or indebtedness of any of our wholly owned subsidiaries
that own Principal Property (whether such Principal Property,
shares or indebtedness are now existing or owned or hereafter
created or acquired), in each case, unless prior to or at the same
time, we or such subsidiary also secure all payments due under the
senior debt securities and all senior debt securities of any series
having the benefit of this covenant (together with, if we shall so
determine, any other indebtedness of ours or any subsidiary of ours
then existing or thereafter created ranking equally with the senior
debt securities), on an equal and ratable basis with such other
indebtedness so secured (or, in the case of indebtedness
subordinated to the senior debt securities, prior or senior
thereto, with the same relative priority as the senior debt
securities issued pursuant to the senior indenture will have with
respect to such subordinated indebtedness) for so long as such
other indebtedness shall be so secured.
The senior indenture contains the following exceptions to the
foregoing prohibition:
(1) Liens on property, shares of stock or indebtedness existing
with respect to any person at the time such person becomes our
subsidiary or a subsidiary of any of our subsidiaries, provided
that such Lien was not incurred in anticipation of such person
becoming a subsidiary;
(2) Liens on property, shares of stock or indebtedness existing
at the time of acquisition by us or any of our subsidiaries or a
subsidiary of any of our subsidiaries of such property, shares of
stock or indebtedness (which...
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