As filed with the Securities and Exchange Commission on
October 3, 2016
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Registration No.
333-
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC
20549
___________________
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
___________________
THE WESTERN UNION
COMPANY
(Exact
name of registrant as specified in charter)
___________________
Delaware
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20-4531180
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification No.)
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12500 East Belford
Avenue
Englewood,
Colorado 80112
Telephone: (866) 405-5012
(Address, including zip code, and
telephone number, including area code, of registrants principal executive
offices)
___________________
John R. Dye
Executive Vice
President, General Counsel and Secretary
THE WESTERN UNION COMPANY
12500 East
Belford Avenue
Englewood, Colorado 80112
Telephone: (866) 405-5012
(Name, address,
including zip code, and telephone number, including area code, of agent for
service)
___________________
Copies to:
Paul L. Choi,
Esq.
Sidley
Austin LLP
One
South Dearborn Street
Chicago, Illinois 60603
Telephone: (312) 853-7000
___________________
Approximate date of commencement of proposed sale to the public:
From time to time after the
effective date of this Registration Statement.
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. ☒
If
this Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, 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, 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 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. ☒
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):
Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting
company
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☐
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___________________
CALCULATION OF REGISTRATION FEE
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Amount to be
registered/
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Title of each class of
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Proposed maximum offering price per unit/
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securities to be
registered
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Proposed maximum
aggregate offering price
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Amount of registration fee
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Debt
Securities
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(1)
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(2)
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(1)
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An indeterminate amount of debt securities
to be offered at indeterminate prices is being registered pursuant to this
Registration Statement.
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(2)
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In reliance on and in accordance with Rules
456(b) and 457(r), the registrant is deferring payment of all of the
registration fee.
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PROSPECTUS
THE WESTERN UNION COMPANY
Debt
Securities
___________________
We may offer debt securities
from time to time in one or more series. We will provide specific terms of any
offering of these debt securities, together with the terms of the offering, the
initial public offering price and our net proceeds from the sale thereof, in
supplements to this prospectus. You should read this prospectus and any
prospectus supplement, as well as the documents incorporated and deemed to be
incorporated by reference in this prospectus, carefully before you invest.
We may sell these debt
securities on a continuous or delayed basis directly, through agents, dealers or
underwriters as designated from time to time, or through a combination of these
methods. We reserve the sole right to accept, and together with any agents,
dealers and underwriters, reserve the right to reject, in whole or in part, any
proposed purchase of debt securities. If any agents, dealers or underwriters are
involved in the sale of any debt securities, the applicable prospectus
supplement will set forth any applicable commissions or discounts. Our net
proceeds from the sale of debt securities will be the initial public offering
price of those debt securities less the applicable discount, in the case of an
offering made through an underwriter, or the purchase price of those debt
securities less the applicable commission, in the case of an offering through an
agent, and, in each case, less other expenses payable by us in connection with
the issuance and distribution of those debt securities.
___________________
In reviewing this
prospectus, you should consider carefully the risks under Risk Factors
beginning on page 3 of this prospectus.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
___________________
The date of this prospectus is October 3, 2016
TABLE OF
CONTENTS
Prospectus
ABOUT THIS PROSPECTUS
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1
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WHERE YOU CAN FIND MORE
INFORMATION
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1
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FORWARD-LOOKING
STATEMENTS
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2
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RISK FACTORS
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3
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THE WESTERN UNION
COMPANY
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3
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USE OF PROCEEDS
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4
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RATIO OF EARNINGS TO FIXED
CHARGES
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4
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DESCRIPTION OF DEBT
SECURITIES
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4
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PLAN OF DISTRIBUTION
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14
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LEGAL MATTERS
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15
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EXPERTS
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15
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ABOUT THIS PROSPECTUS
This
prospectus is part of an automatic shelf registration statement that we filed
with the Securities and Exchange Commission, or SEC, as a well-known seasoned
issuer as defined in Rule 405 under the Securities Act of 1933, as amended, or
the Securities Act. Under the automatic shelf process, we may, over time, sell
the debt securities described in this prospectus or in any applicable prospectus
supplement in one or more offerings. The exhibits to our registration statement
contain the full text of certain agreements and other important documents we
have summarized in this prospectus. Since these summaries may not contain all
the information that you may find important in deciding whether to purchase the
debt securities we offer, you should review the full text of these documents.
The registration statement and the exhibits can be obtained from the SEC as
indicated under the heading Where You Can Find More Information.
This
prospectus only provides you with a general description of the debt securities
we may offer. Each time we sell debt securities, we will provide a prospectus
supplement that contains specific information about the terms of those debt
securities. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement, together with the documents incorporated and deemed to be
incorporated by reference in this prospectus and the additional information
described below under the heading Where You Can Find More Information.
When
we refer to Western Union, the company, we, us or our in this
prospectus we mean The Western Union Company and its consolidated subsidiaries,
unless the context requires otherwise.
Our
principal executive offices are located at 12500 East Belford Avenue, Englewood,
Colorado 80112. Our main telephone number is (866) 405-5012.
WHERE YOU CAN FIND MORE
INFORMATION
We
file annual, quarterly and current reports, proxy statements and other
information with the SEC. The SEC allows us to incorporate by reference into
this prospectus the information we file with the SEC, which means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information. SEC rules and regulations also permit us
to furnish rather than file certain reports and information with the SEC.
Any such reports or information which we have indicated or indicate in the
future as being furnished shall not be deemed to be incorporated by reference
into or otherwise become a part of this prospectus, regardless of when furnished
to the SEC. We incorporate by reference the following documents we filed with
the SEC (file number 001-32903) and any future filings that 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, until we or any agents or underwriters
sell all of the securities:
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Annual Report on Form
10-K for the year ended December 31, 2015;
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Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016; and
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Current Reports on Form
8-K filed with the SEC on April 13, 2016 and May 13, 2016.
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We
make available free of charge most of our SEC filings through our Internet
website (www.westernunion.com) as soon as reasonably practicable after they are
filed with the SEC. You may access these SEC filings on our website. You may
also request a copy of our SEC filings at no cost, by writing or telephoning us
at:
The Western Union
Company
12500 East Belford
Avenue
Englewood, Colorado
80112
Attention: Investor
Relations
Telephone (866)
405-5012
Our
SEC filings are also available at the SECs website at www.sec.gov. Any
information on our website or the SECs website (other than the documents listed
about) is not a part of this prospectus. You may also read and copy any
documents that we file with the SEC at the SECs public reference room at 100 F
Street, N.E., Washington, D.C. 20549. You can request copies of these documents
by writing to the SEC and paying a fee for the copying cost. Please call the SEC
at 1-800-SEC-0330 for more information about the operation of the public
reference room.
1
You
should rely only on the information contained in this prospectus or to which we
have referred you. We have not authorized any person to give any information or
to make any representation in connection with this offering other than those
contained or incorporated or deemed to be incorporated by reference in this
prospectus, and, if given or made, such information or representation must not
be relied upon as having been so authorized. This prospectus does not constitute
an offer to sell or a solicitation of an offer to buy by anyone in any
jurisdiction in which such offer or solicitation is not authorized, or in which
the person is not qualified to do so or to any person to whom it is unlawful to
make such offer or solicitation. Neither the delivery of this prospectus nor any
sale hereunder shall, under any circumstances, create any implication that there
has been no change in our affairs since the date hereof, that the information
contained herein is correct as of any time subsequent to its date, or that any
information incorporated or deemed to be incorporated by reference herein is
correct as of any time subsequent to its date.
FORWARD-LOOKING
STATEMENTS
This
prospectus and the materials we have filed or will file with the SEC (as well as
information included in our other written or oral statements) contain or will
contain certain statements that are forward-looking within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are not
guarantees of future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Actual outcomes and results may
differ materially from those expressed in, or implied by, our forward-looking
statements. Words such as expects, intends, anticipates, believes,
estimates, guides, provides guidance, provides outlook and other similar
expressions or future or conditional verbs such as may, will, should,
would, could, and might are intended to identify such forward-looking
statements. Readers should not rely solely on the forward-looking statements and
should consider all uncertainties and risks discussed in the Risk Factors
section and throughout the Annual Report on Form 10-K for the year ended
December 31, 2015 and those incorporated by reference herein. The statements are
only as of the date they are made, and the Company undertakes no obligation to
update any forward-looking statement.
Possible events or factors that could cause results or performance to
differ materially from those expressed in our forward-looking statements include
the following: (i) events related to our business and industry, such as: changes
in general economic conditions and economic conditions in the regions and
industries in which we operate, including global economic and trade downturns,
or significantly slower growth or declines in the money transfer, payment
service, and other markets in which we operate, including downturns or declines
related to interruptions in migration patterns, or non-performance by our banks,
lenders, insurers, or other financial services providers; failure to compete
effectively in the money transfer and payment service industry, including among
other things, with respect to price, with global and niche or corridor money
transfer providers, banks and other money transfer and payment service
providers, including electronic, mobile and Internet-based services, card
associations, and card-based payment providers, and with digital currencies and
related protocols, and other innovations in technology and business models;
deterioration in customer confidence in our business, or in money transfer and
payment service providers generally; our ability to adopt new technology and
develop and gain market acceptance of new and enhanced services in response to
changing industry and consumer needs or trends; changes in, and failure to
manage effectively, exposure to foreign exchange rates, including the impact of
the regulation of foreign exchange spreads on money transfers and payment
transactions; any material breach of security, including cybersecurity, or
safeguards of or interruptions in any of our systems or those of our vendors or
other third parties; cessation of or defects in various services provided to us
by third-party vendors; mergers, acquisitions and integration of acquired
businesses and technologies into our Company, and the failure to realize
anticipated financial benefits from these acquisitions, and events requiring us
to write down our goodwill; political conditions and related actions in the
United States and abroad which may adversely affect our business and economic
conditions as a whole, including interruptions of United States or other
government relations with countries in which we have or are implementing
significant business relationships with agents or clients; failure to manage
credit and fraud risks presented by our agents, clients and consumers; failure
to maintain our agent network and business relationships under terms consistent
with or more advantageous to us than those currently in place, including due to
increased costs or loss of business as a result of increased compliance
requirements or difficulty for us, our agents or their subagents in establishing
or maintaining relationships with banks needed to conduct our services;
decisions to change our business mix; changes in tax laws, or their
interpretation, and unfavorable resolution of tax contingencies; adverse rating
actions by credit rating agencies; our ability to realize the anticipated
benefits from productivity and cost-savings and other related initiatives, which
may include decisions to downsize or to transition operating activities from one
location to another, and to minimize any disruptions in our workforce that may
result from those initiatives; our ability to protect our brands and our other
intellectual property rights and to defend ourselves against potential
intellectual property infringement claims; our ability to attract and retain
qualified key employees and to manage our workforce successfully; material
changes in the market value or liquidity of securities that we hold;
restrictions imposed by our debt obligations; (ii) events related to our
regulatory and litigation environment, such as: liabilities or loss of business
resulting from a failure by us, our agents or their subagents to comply with
laws and regulations and regulatory or judicial interpretations thereof,
including laws and regulations designed to protect consumers, or detect and
prevent money laundering, terrorist financing, fraud and other illicit activity;
increased costs or loss of business due to regulatory initiatives and changes in
laws, regulations and industry practices and standards, including changes in
interpretations in the United States and globally, affecting us, our agents or
their subagents, or the banks with which we or our agents maintain bank accounts
needed to provide our services, including related to anti-money laundering
regulations, anti-fraud measures, customer due diligence, agent and subagent due
diligence, registration and monitoring requirements, and consumer protection
requirements; liabilities or loss of business and unanticipated developments
resulting from governmental investigations and consent agreements with or
enforcement actions by regulators, including those associated with compliance
with or failure to comply with the settlement agreement with the State of
Arizona, as amended; the potential impact on our business from the Dodd-Frank
Wall Street Reform and Consumer Protection Act, as well as regulations issued
pursuant to it and the actions of the Consumer Financial Protection Bureau and
similar legislation and regulations enacted by other governmental authorities
related to consumer protection; liabilities resulting from litigation, including
class-action lawsuits and similar matters, including costs, expenses,
settlements and judgments; failure to comply with regulations and evolving
industry standards regarding consumer privacy and data use and security; effects
of unclaimed property laws; failure to maintain sufficient amounts or types of
regulatory capital or other restrictions on the use of our working capital to
meet the changing requirements of our regulators worldwide; changes in
accounting standards, rules and interpretations or industry standards affecting
our business; and (iii) other events, such as: adverse tax consequences from our
spin-off from First Data Corporation; catastrophic events; and managements
ability to identify and manage these and other risks.
2
RISK FACTORS
An
investment in our debt securities involves significant risks. Before purchasing
any debt securities, you should carefully consider and evaluate all of the
information included and incorporated by reference in this prospectus or the
applicable prospectus supplement, including the risk factors incorporated by
reference herein from our Annual Report on Form 10-K for the year ended December
31, 2015 and our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2016 and June 30, 2016, as updated by annual, quarterly and other reports and
documents we file with the SEC after the date of this prospectus and that are
incorporated by reference herein or in the applicable prospectus supplement. Our
business, financial position, results of operations or liquidity could be
adversely affected by any of these risks.
THE WESTERN UNION COMPANY
The
Western Union Company is a leader in global money movement and payment services,
providing people and businesses with fast, reliable and convenient ways to send
money and make payments around the world. The Western Union
®
brand is
globally recognized. Our services are primarily available through a network of
agent locations in more than 200 countries and territories. Each location in our
agent network is capable of providing one or more of our services.
Our
business consists of the following segments:
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Consumer-to-Consumer
The
Consumer-to-Consumer operating segment facilitates money transfers between
two consumers, primarily through a network of third-party agents. Our
multi-currency, real-time money transfer service is viewed by us as one
interconnected global network where a money transfer can be sent from one
location to another, around the world. Our money transfer services are
available for international cross-border transfers - that is, the transfer
of funds from one country to another - and, in certain countries,
intra-country transfers - that is, money transfers from one location to
another in the same country. This segment also includes money transfer
transactions that can be initiated through websites and mobile
devices.
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Consumer-to-Business
The
Consumer-to-Business operating segment facilitates bill payments from
consumers to businesses and other organizations, including utilities, auto
finance companies, mortgage servicers, financial service providers,
government agencies and other businesses. The significant majority of the
segments revenue was generated in the United States in the six months
ended June 30, 2016.
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Business
Solutions
The Business
Solutions operating segment facilitates payment and foreign exchange
solutions, primarily cross-border, cross-currency transactions, for small
and medium size enterprises and other organizations and individuals. The
majority of the segments business relates to exchanges of currency at
spot rates, which enable customers to make cross-currency payments. In
addition, in certain countries, we write foreign currency forward and
option contracts for customers to facilitate future
payments.
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All
businesses that have not been classified in the above segments are reported as
Other and include our money order and other services, in addition to costs for
the review and closing of acquisitions.
We
believe that brand strength, size and reach of our global network, convenience,
reliability, and value for the price paid for our customers have been important
to the growth of our business. As we continue to seek to meet the needs of our
customers for fast, reliable and convenient global money movement and payment
services, we are also working to enhance our services and provide our consumer
and business clients with access to an expanding portfolio of payment and other
financial services and to expand the ways our services can be
accessed.
3
The
majority of our revenue comes from fees that consumers pay when they send money
or make payments. In certain consumer money transfer, bill payment, and Business
Solutions transactions involving different send and receive currencies, we
generate foreign exchange revenues resulting from the difference between the
exchange rate set by us to the consumer or business and the rate at which we or
our agents are able to acquire the currency.
USE OF PROCEEDS
Unless otherwise specified in a prospectus supplement accompanying this
prospectus, the net proceeds from the sale of debt securities to which this
prospectus relates will be used for general corporate purposes. General
corporate purposes may include, among other uses, repayment of debt, repurchases
of stock, acquisitions, additions to working capital, capital expenditures and
investments in our subsidiaries. Net proceeds may be invested prior to use.
RATIO OF EARNINGS TO
FIXED CHARGES
The
following table sets forth our ratio of earnings to fixed charges for the
periods indicated:
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Six Months
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Ended June 30,
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Year Ended December
31,
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2016
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2015
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2014
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2013
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2012
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2011
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Ratio of earnings to fixed charges
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6.1x
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6.3x
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6.3x
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5.7x
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7.6x
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8.0x
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For
purposes of calculating the ratio of earnings to fixed charges, earnings have
been calculated by adding income before income taxes, fixed charges included in
the determination of income before income taxes and distributions from equity
method investments, and then subtracting income from equity method investments.
Fixed charges consist of interest expense, and an estimated interest portion of
rental expenses and income tax contingencies, which are included as a component
of income tax expense.
Please refer to the financial statements and financial information
incorporated by reference in this prospectus for more information relating to
the foregoing. See Where You Can Find More Information.
DESCRIPTION OF DEBT
SECURITIES
We
will issue the debt securities in one or more series. Debt securities will be
issued under the indenture dated as of November 17, 2006, as supplemented by the
supplemental indenture dated as of September 6, 2007, between us and Wells Fargo
Bank, National Association, as trustee, or any other indenture which we identify
in a prospectus supplement (we refer to the November 17, 2006 indenture or any
such other indenture, in each case as supplemented from time to time, as the
indenture). We have summarized below the material provisions of the indenture.
However, because this summary is not complete, it is subject to and is qualified
in its entirety by reference to the indenture. In this Description of Debt
Securities, we, us, our and similar words refer to The Western Union
Company and not any of its Subsidiaries (as defined below under Certain
Definitions).
General
The
debt securities will be our unsecured obligations and rank on a parity with our
other unsecured and unsubordinated indebtedness.
We
primarily conduct our operations through our Subsidiaries. Our rights and the
rights of our creditors, including the holders of the debt securities, to
participate in the distribution of assets of any of our Subsidiaries upon the
liquidation or reorganization of that Subsidiary or otherwise will be subject to
the prior claims of the Subsidiarys creditors, except to the extent that we may
be a creditor with recognized claims against the Subsidiary or such Subsidiary
guarantees the debt securities. As a result, the debt securities will be
effectively subordinated to existing and future liabilities of our Subsidiaries.
We
may issue the debt securities in one or more series, as authorized from time to
time by our board of directors, any committee of our board of directors or any
duly authorized officer. The indenture does not limit our ability to incur
additional indebtedness, nor does it afford holders of the debt securities
protection in the event of a highly leveraged or similar transaction involving
our company. However, the indenture provides that neither we nor any Restricted
Subsidiary may subject certain of our property or assets to any mortgage or
other encumbrance unless the debt securities are secured equally and ratably
with or prior to that other secured indebtedness. See Certain Covenants
below. Reference is made to the applicable prospectus supplement for information
with respect to any additions to, or modifications or deletions of, the events
of default or covenants described below.
4
We
will describe in a supplement to this prospectus the particular terms of any
debt securities being offered, any modifications of or additions to the general
terms of the debt securities and any U.S. Federal income tax considerations that
may be applicable in the case of offered debt securities. Accordingly, you
should read both the prospectus supplement relating to the particular debt
securities being offered and the general description of debt securities set
forth in this prospectus before investing.
The
applicable prospectus supplement will describe specific terms relating to the
series of debt securities being offered. These terms will include some or all of
the following:
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the title of the series
of debt securities;
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the aggregate principal
amount and authorized denominations (if other than $1,000 and integral
multiples of $1,000);
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the initial public
offering price;
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the original issue and
stated maturity date or dates;
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the interest rate or
rates (which may be fixed or floating), if any, the method by which the
rate or rates will be determined and the interest payment and regular
record dates;
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the manner and place of
payment of principal and interest, if any;
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if other than U.S.
dollars, the currency or currencies in which payment of the initial public
offering price and/or principal and interest, if any, may be made;
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whether (and if so, when
and at what price) we may be obligated to repurchase the debt securities;
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whether (and if so, when
and at what price) the debt securities can be redeemed by us or the
holder;
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under what
circumstances, if any, we will pay additional amounts on the debt
securities to non-U.S. holders in respect of taxes;
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whether the debt
securities will be issued in registered or bearer form (with or without
coupons) and, if issued in the form of one or more global securities, the
depositary for such securities;
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where the debt
securities can be exchanged or transferred;
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whether the debt
securities may be issued as original issue discount securities, and if so,
the amount of discount and the portion of the principal amount payable
upon declaration of acceleration of the maturity thereof;
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whether (and if so, when
and at what rate) the debt securities will be convertible into shares of
our common stock;
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whether there will be a
sinking fund;
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provisions, if any, for
the defeasance of the debt securities;
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any addition to, or
modification or deletion of, any events of default or covenants contained
in the indenture relating to the debt securities; and
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any other terms of the
series.
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If
we issue original issue discount securities, we will also describe in the
applicable prospectus supplement the U.S. Federal income tax consequences and
other special considerations applicable to those securities.
We
are not required to issue all of the debt securities of a series at the same
time, and debt securities of the same series may vary as to interest rate,
maturity and other provisions. Unless otherwise provided, the aggregate
principal amount of a series may be increased and additional debt securities of
such series may be issued.
Denominations, Exchange,
Registration and Transfer
Unless otherwise specified in the applicable prospectus supplement, the
debt securities of any series will be issued only as registered securities, in
global or certificated form and in denominations of $1,000 and any integral
multiple thereof, and will be payable only in U.S. dollars. For more information
regarding debt securities issued in global form, see Book-Entry, Delivery and
Form below. Unless otherwise indicated in the applicable prospectus supplement,
any debt securities we issue in bearer form will have coupons attached.
Registered debt securities of any series will be exchangeable for other
registered debt securities of the same series in the same aggregate principal
amount and having the same stated maturity date and other terms and conditions.
If so provided in the applicable prospectus supplement, to the extent permitted
by law, debt securities of any series issued in bearer form which by their terms
are registrable as to principal and interest may be exchanged, at the option of
the holders, for registered debt securities of the same series in the same
aggregate principal amount and having the same stated maturity date and other
terms and conditions, upon surrender of those securities at the corporate trust
office of the trustee or at any other office or agency designated by us for the
purpose of making any such exchanges. Except in certain limited circumstances,
debt securities issued in bearer form with coupons surrendered for exchange must
be surrendered with all unmatured coupons and any matured coupons in default
attached thereto.
5
Upon
surrender for registration of transfer of any registered debt security of any
series at the office or agency maintained for that purpose, we will execute, and
the trustee will authenticate and deliver, in the name of the designated
transferee, one or more new registered debt securities of the same series in the
same aggregate principal amount of authorized denominations and having the same
stated maturity date and other terms and conditions. We may not impose any
service charge, other than any required tax or other governmental charge, on the
transfer or exchange of debt securities.
We
are not required (i) to issue, register the transfer of or exchange debt
securities of any series during the period from the opening of business 15 days
before the day a notice of redemption relating to debt securities of that series
selected for redemption is sent to the close of business on the day that notice
is sent, or (ii) to register the transfer of or exchange any debt security so
selected for redemption, except for the unredeemed portion of any debt security
being redeemed in part.
Payment and Paying Agents
We
will maintain in each place of payment for those debt securities an office or
agency where the debt securities may be presented or surrendered for payment or
for registration of transfer or exchange and where holders may serve us with
notices and demands in respect of the debt securities and the indenture.
We
will give prompt written notice to the trustee of the location, and any change
in the location, of such office or agency. If we fail to maintain any required
office or agency or fail to furnish the trustee with the address of such office
or agency, presentations, surrenders, notices and demands may be made or served
at the corporate trust office of the trustee and at the principal London office
of the trustee. We have appointed the trustee as our agent to receive all
presentations, surrenders, notices and demands with respect to the applicable
series of debt securities.
Certain Covenants
Unless otherwise specified in the applicable prospectus supplement, the
following covenants apply to the debt securities:
Limitation on Mortgages and
Liens
. Neither we nor any of our
Restricted Subsidiaries may create or assume, except in favor of us or one of
our wholly owned Subsidiaries, any Lien upon any Principal Facility (as defined
below under Certain Definitions) without equally and ratably securing any
debt securities then outstanding. However, this limitation does not apply to
certain permitted Liens as described in the indenture, including:
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purchase money
mortgages entered into within specified time limits, and Liens extending,
renewing or refunding those purchase money mortgages;
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Liens on acquired
property existing at the time of the acquisition;
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certain tax,
materialmens, mechanics and judgment Liens, Liens arising by operation
of law and other similar Liens;
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Liens in connection with
certain government contracts;
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certain Liens in favor
of any state or local government or governmental agency in connection with
certain tax-exempt financings;
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Liens in connection with
workers compensation, unemployment insurance, other social security
benefits or other insurance related obligations and Liens on the proceeds
of the foregoing;
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deposits to secure the performance of bids,
certain trade contracts, leases, statutory obligations, surety and appeal
bonds, performance bonds, judgment and like bonds and similar bonds and
other obligations of like nature incurred in the ordinary course of
business;
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zoning restrictions,
easements, rights-of-way and similar encumbrances incurred in the ordinary
course of business and minor irregularities of title, which do not
materially interfere with the ordinary conduct of our business or our
Subsidiaries taken as a whole;
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Liens on Purchased
Receivables and related assets granted in connection with one or more
Purchased Receivables Financing;
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Liens to secure the cost
of construction or improvement of any property entered into within
specified time limits; and
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Liens not otherwise
permitted if the sum of the indebtedness secured by those Liens plus the
aggregate sales price of property involved in sale and leaseback
transactions referred to in the first bullet point under Limitation on
Sale and Leaseback Transactions below, does not exceed the greater of
$300 million or 15% of our Consolidated Net Worth (as defined below under
Certain Definitions).
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Limitation on Sale and Leaseback Transactions
. Neither we nor any of our Subsidiaries may sell
any Principal Facility owned on the date of the indenture with the intention of
taking back a lease of that facility for a period of more than 36 months other
than certain computer hardware leases, unless:
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the sum of the aggregate sale price of property
involved in sale and leaseback transactions not otherwise permitted plus
the aggregate amount of indebtedness secured by Liens referred to in the
last bullet point above under Limitation on Mortgages and Liens does
not exceed the greater of $300 million or 15% of our Consolidated Net
Worth;
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the sale and leaseback
transaction is entered into between us and one or more of our Subsidiaries
or between our Subsidiaries; or
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the net proceeds of the
sale or the fair market value of the Principal Facility, whichever is
greater (which may be conclusively determined by our board of directors,
any authorized committee thereof or any of our duly authorized officers),
are applied within 120 days to the optional retirement of debt securities
then outstanding or to the optional retirement of our other Funded Debt
(as defined below under Certain Definitions) ranking on a parity with
the debt securities;
provided
, that the
amount required to be applied to the retirement of outstanding debt
securities or our Funded Debt pursuant to this bullet point shall be
reduced by the principal amount of any debt securities or of our Funded
Debt voluntarily retired by us within 120 days after such sale, whether or
not any such retirement of the debt securities or Funded Debt shall be
specified as being made pursuant to this bullet point.
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Covenant to File Reports
.
We will file with the trustee, within 15 days after we have filed with the SEC,
copies of the annual reports and of the information, documents, and other
reports which we have so filed with the SEC pursuant to Section 13 or Section
15(d) of the Exchange Act.
Merger or Consolidation
We
may not consolidate with or merge into any other entity or sell, lease, convey,
assign, transfer or otherwise dispose of our properties and assets substantially
as an entirety or as an entirety to any person, unless:
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we are the survivor
formed by or resulting from such consolidation or merger;
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the surviving or
successor entity is a domestic entity and expressly assumes, by
supplemental indenture, all of our obligations under the indenture;
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immediately after
completion of the transaction, no Event of Default, and no event which,
after notice or lapse of time, or both, would become an Event of Default,
has occurred and is continuing;
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if, as a result of the
transaction, our properties or assets would become subject to a Lien
covered by the provisions described above under Certain
CovenantsLimitation on Mortgages and Liens, and none of the exceptions
therein apply, we or the surviving or successor entity takes such steps as
are necessary to effectively secure all debt securities equally and
ratably with (or prior to) all indebtedness secured by such Lien; and
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we deliver to the
trustee an officers certificate and an opinion of counsel each stating
that the transaction and any supplemental indenture comply with the
indenture provisions and that all conditions precedent in the indenture
relating to such transaction have been complied with.
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For
purposes of this covenant, the sale, lease, conveyance, assignment, transfer, or
other disposition of the properties and assets substantially as an entirety or
as an entirety of one or more of our Subsidiaries, which properties and assets,
if held by us instead of such Subsidiary or Subsidiaries, would constitute our
properties and assets substantially as an entirety or as an entirety on a
consolidated basis, shall be deemed to be the transfer of our properties and
assets substantially as an entirety or as an entirety.
Events of Default
Event of Default means, with respect to a series of debt securities,
any of the following events:
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failure to pay interest
on the debt securities of such series, which failure continues for a
period of 30 days after payment is due;
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failure to make any
principal or premium payment on the debt securities of such series when
due;
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7
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failure to perform or
comply with any other covenant or warranty in the indenture with respect
to the debt securities of such series for a period of 90 days after notice
to us of such failure by (i) the trustee or (ii) the holders of at least
25% in principal amount of the outstanding debt securities of such series;
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default under any
Indebtedness of us or our Restricted Subsidiaries in an aggregate
principal amount of $100 million or more and which default (i) constitutes
a failure to make any scheduled principal or interest payment when due
after giving effect to any applicable grace period or (ii) accelerates the
payment of such debt and such acceleration is not rescinded or annulled,
or such debt is not discharged, within 15 days after notice to us of such
default by (i) the trustee or (ii) the holders of at least 25% in
principal amount of the outstanding debt securities of such series;
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the entry against us or
our Restricted Subsidiaries of one or more final judgments, decrees or
orders by a court for the payment of money aggregating in excess of $100
million, which judgment, decree or order is not paid, discharged or stayed
for any period of 45 consecutive days or, in the case of a foreign
judgment not being sought in the United States, 60 consecutive days, after
the amount thereof is due;
provided
,
however
, that such amount is calculated after
deducting certain insurance coverage;
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certain events of
bankruptcy, insolvency or reorganization of our company; and
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any other event of
default provided with respect to debt securities of such series pursuant
to the indenture.
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In
general, the trustee is required to give notice of a default known to it with
respect to a series of debt securities to the holders of debt securities of such
series within 90 days after it occurs. However, the trustee may withhold notice
of any default (except a default in payment of principal or interest on any debt
security of such series) if the trustee determines it is in the interest of the
holders of debt securities of such series to do so.
Our
failure to comply with Section 314(a) of the Trust Indenture Act of 1939, as
amended (relating to the filing of reports, information and other documents with
the SEC), shall not constitute a Default or an Event of Default with respect to
any series of debt securities.
If
there is a continuing Event of Default with respect to a series of debt
securities, then the trustee or the holders of at least 25% in principal amount
of the debt securities of such series may require us to repay the principal
amount on the debt securities of such series immediately. Upon payment of the
principal or other specified amount, our obligations in respect of the payment
of principal of the debt securities of such series will terminate.
Subject to the provisions of the indenture relating to the duties of the
trustee, in the case of a continuing Event of Default with respect to a series
of debt securities, the trustee may refuse to exercise any of its rights or
powers under the indenture with respect to such series of debt securities at the
request, order or direction of any of the holders of debt securities of such
series unless it first receives reasonable indemnity against the costs, expenses
and liabilities which might be incurred by it in compliance with such request,
order or direction. Subject to this limitation, the holders of a majority in
principal amount of the outstanding debt securities of the affected series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee under the indenture with respect to such
series of debt securities or exercising any trust or power conferred on the
trustee with respect to the debt securities of such series.
At
any time before a judgment or decree for payment of money due has been obtained
by the trustee as provided in the indenture following a declaration of
acceleration with respect to a series of debt securities, the holders of a
majority in principal amount of the outstanding debt securities of such series
may rescind and annul such declaration and its consequences if:
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we have paid or
deposited with the trustee a sum sufficient to pay (i) all overdue
installments of interest or other payments with respect to coupons on all
the debt securities of such series, (ii) the principal of, premium, if
any, and interest on any debt securities of such series which have become
due otherwise than by such declaration of acceleration, (iii) to the
extent that such payment is lawful, interest on overdue installments of
interest or other payments with respect to coupons on each debt security
of such series at a rate established for such series, and (iv) all sums
paid or advanced by the trustee and the reasonable compensation, expenses,
disbursements and advances of the trustee, its agents and counsel; and
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all events of default
with respect to the debt securities of such series, other than the
nonpayment of principal which has become due solely by such declaration of
acceleration, have been cured or waived as provided in the indenture.
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No
such rescission and annulment will affect any subsequent default or impair any
right consequent thereon.
We
are required to provide the trustee with an officers certificate each fiscal
year stating whether or not we have complied with all conditions and covenants
under the indenture.
8
Modification or Waiver
We
and the trustee may, at any time and from time to time, amend the indenture
without the consent of the holders of outstanding debt securities for any of the
following purposes:
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to effect the assumption
of our obligations under the indenture by a successor corporation;
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to impose additional
covenants and events of default for the benefit of the holders of any
series of debt securities;
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to add or change any of
the provisions of the indenture relating to the issuance or exchange of
debt securities of any series in registered form, but only if such action
does not adversely affect the interests of the holders of outstanding debt
securities of such series or related coupons in any material respect;
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to change or eliminate
any of the provisions of the indenture, but only if the change or
elimination becomes effective when there is no outstanding debt security
of any series or related coupon which is entitled to the benefit of such
provision and as to which such modification would apply;
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to secure the debt
securities;
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to supplement any of the
provisions of the indenture to permit or facilitate the defeasance and
discharge of any series of debt securities, but only if such action does
not adversely affect the interests of the holders of outstanding debt
securities of any series or related coupons in any material respect;
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to establish the form or
terms of the debt securities and coupons, if any, of any series as
permitted by the indenture;
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to evidence and provide
for the acceptance of appointment by a successor trustee and to add to or
change any of the provisions of the indenture to facilitate the
administration of the trusts by more than one trustee; and
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to correct any mistakes
or defects in the indenture, but only if such action does not adversely
affect the interests of the holders of outstanding debt securities of any
series or related coupons in any material respect or to otherwise amend
the indenture in any respect that does not adversely affect the holders of
outstanding debt securities.
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In
addition, we and the trustee may modify the indenture and the debt securities of
any series with the consent of the holders of not less than a majority in
principal amount of each series of outstanding debt securities affected by such
modification to add, change or eliminate any provision of, or to modify the
rights of holders of debt securities of such series under, the indenture. But we
may not take any of the following actions without the consent of each holder of
outstanding debt securities affected thereby:
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change the stated
maturity of the principal of, or any installment of interest on, the debt
securities of any series or related coupon, reduce the principal amount
thereof, the interest thereon or any premium payable upon redemption
thereof, or change the currency or currencies in which the principal,
premium or interest is denominated or payable;
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reduce the amount of, or
impair the right to institute suit for the enforcement of, any payment on
the debt securities of any series following maturity thereof;
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reduce the percentage in
principal amount of outstanding debt securities of any series required for
consent to any waiver of defaults or compliance with certain provisions of
the indenture; or
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modify any provision of
the indenture relating to modifications and waivers of defaults and
covenants, except to increase any such percentage or to provide that
certain other provisions cannot be modified or waived without the consent
of each holder of outstanding debt securities affected thereby.
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A
modification with respect to one or more particular series of debt securities
and related coupons, if any, will not affect the rights under the indenture of
the holders of debt securities of any other series and related coupons, if any.
The
holders of a majority in principal amount of the outstanding debt securities of
all series affected may, on behalf of the holders of all debt securities of such
series, waive any past default under the indenture with respect to the debt
securities of such series, except a default (i) in the payment of principal of,
premium, if any, or interest on such series or (ii) in respect of a covenant or
provision which, as described above, cannot be modified or amended without the
consent of each holder of debt securities of such series. Upon any such waiver,
the default will cease to exist with respect to the debt securities of such
series and any Event of Default arising therefrom will be deemed to have been
cured for every purpose of the debt securities of such series under the
indenture, but the waiver will not extend to any subsequent or other default or
impair any right consequent thereon. We may elect in any particular instance not
to comply with certain covenants set forth in the indenture or the debt
securities of any series (except as otherwise provided in the covenants
described above under Certain Covenants) if, before the time for such
compliance, the holders of at least a majority in principal amount of the
outstanding debt securities of such series either waive compliance in that
instance or generally waive compliance with those provisions, but the waiver may
not extend to or affect any term, provision or condition except to the extent
expressly so waived, and, until the waiver becomes effective, our obligations
and the duties of the trustee in respect of any such provision will remain in
full force and effect.
9
Discharge, Legal Defeasance
and Covenant Defeasance
We
may be discharged from all of our obligations with respect to the outstanding
debt securities of any series (except as otherwise provided in the indenture)
when:
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either (i) all the debt
securities of such series and related coupons, if any, have been delivered
to the trustee for cancellation, or (ii) all the debt securities of such
series and related coupons, if any, not delivered to the trustee for
cancellation:
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have become due and payable;
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will become due and payable at their stated
maturity within one year; or
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are to be called for
redemption within one year under arrangements satisfactory to the trustee
for the giving of notice by the trustee; and we, in the case of clause
(ii), have irrevocably deposited or caused to be deposited with the
trustee, in trust, an amount in U.S. dollars sufficient for payment of all
principal of, premium, if any, and interest on those debt securities when
due or to the date of deposit, as the case may be;
provided
,
however
, in the
event a petition for relief under any applicable federal or state
bankruptcy, insolvency or other similar law is filed with respect to our
company within 91 days after the deposit and the trustee is required to
return the deposited money to us, our obligations under the indenture with
respect to those debt securities will not be deemed terminated or
discharged;
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we have paid or caused to be paid all other
sums payable by us under the indenture;
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we have delivered to the trustee an officers
certificate and an opinion of counsel each stating that all conditions
precedent relating to the satisfaction and discharge of the indenture with
respect to such series of debt securities have been complied with;
and
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we have delivered to the trustee an opinion of counsel of
recognized standing in respect of U.S. federal income tax matters or a
ruling of the Internal Revenue Service to the effect that holders of debt
securities of such series will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such deposit and discharge.
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We
may elect (i) to be discharged from our obligations with respect to the
outstanding debt securities of any series (except as otherwise specified in the
indenture) or (ii) to be released from our obligation to comply with the
provisions of the indenture described above under Certain Covenants and under
Merger or Consolidation with respect to the outstanding debt securities of
any series (and, if so specified, any other obligation or restrictive covenant
added for the benefit of the holders of such series of debt securities), in
either case, if we satisfy each of the following conditions:
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we deposit or cause to be deposited irrevocably
with the trustee, in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the holders of debt securities of such
series money or the equivalent in U.S. government securities, or any
combination thereof, sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written
certification delivered to the trustee, for payment of all principal of,
premium, if any, and interest on the outstanding debt securities of such
series when due;
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such deposit does not cause the trustee with
respect to the debt securities of such series to have a conflicting
interest with respect to the debt securities of such series;
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such deposit will not result in a breach or
violation of, or constitute a default under, the indenture or any other
agreement or instrument to which we are a party or by which we are
bound;
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on the date of such deposit, there is no
continuing Event of Default with respect to the debt securities of such
series or event (including such deposit) which, with notice or lapse of
time or both, would become an Event of Default with respect to the debt
securities of such series and, with respect to the option under clause (i)
above only, no Event of Default with respect to such series under the
provisions of the indenture relating to certain events of bankruptcy or
insolvency or event which, with notice or lapse of time or both, would
become an Event of Default with respect to such series under such
bankruptcy or insolvency provisions shall have occurred and be continuing
on the 91st day after such date; and
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we deliver to the
trustee an opinion of counsel of recognized standing in respect of U.S.
federal income tax matters or a ruling of the Internal Revenue Service to
the effect that the holders of debt securities of such series will not
recognize income, gain or loss for U.S. federal income tax purposes as a
result of such deposit, defeasance or discharge.
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Notwithstanding the foregoing, if we exercise our option under clause
(ii) above and an Event of Default with respect to such series of debt
securities under the provisions of the indenture relating to certain events of
bankruptcy or insolvency or event which, with notice or lapse of time or both,
would become an Event of Default with respect to such series of debt securities
under such bankruptcy or insolvency provisions shall have occurred and be
continuing on the 91st day after the date of such deposit, our obligation to comply with the provisions of the
indenture described above under Certain Covenants and under Merger or
Consolidation with respect to those debt securities will be reinstated.
10
Conversion Rights
We will describe in the
applicable prospectus supplement the particular terms and conditions, if any, on
which debt securities may be convertible into shares of our common stock. These
terms will include the conversion price, the conversion period, provisions as to
whether conversion will be at our option or the option of the holder, events
requiring an adjustment of the conversion price and provisions affecting
conversion in the event of the redemption of the debt securities.
The Trustee Under the
Indenture
We maintain ordinary banking
relationships and, from time to time, obtain credit facilities and lines of
credit with a number of banks, including the trustee, Wells Fargo Bank, National
Association.
Book-Entry, Delivery and
Form
We may issue the debt
securities of a series in whole or in part in global form that we will deposit
with, or on behalf of, a depositary identified in the applicable prospectus
supplement. Global securities may be issued in either registered or bearer form
and in either temporary or permanent form. We will make payments of principal
of, and premium, if any, and interest on debt securities represented by a global
security to the trustee and then by the trustee to the depositary.
We anticipate that any global
securities will be deposited with, or on behalf of, The Depository Trust Company
(DTC), New York, New York, and will be registered in the name of DTCs
nominee, and that the following provisions will apply to the depositary
arrangements with respect to any global securities. We will describe additional
or differing terms of the depositary arrangements in the prospectus supplement
relating to a particular series of debt securities issued in the form of global
securities.
Upon the issuance of a
registered global security, the depositary will credit, on its book-entry
registration and transfer system, the participants accounts with the respective
principal or face amounts of the debt securities beneficially owned by the
participants. Any dealers, underwriters or agents participating in the
distribution of the debt securities will designate the accounts to be credited.
Ownership of beneficial interests in a registered global security will be shown
on, and the transfer of ownership interests will be effected only through,
records maintained by the depositary, with respect to interests of participants,
and on the records of participants, with respect to interests of persons holding
through participants.
So long as the depositary, or
its nominee, is the registered owner of a registered global security, that
depositary or its nominee, as the case may be, will be considered the sole owner
or holder of the debt securities represented by the registered global security
for all purposes under the indenture. Except as described below, owners of
beneficial interests in a registered global security will not be entitled to
have the debt securities represented by the registered global security
registered in their names, will not receive or be entitled to receive physical
delivery of the debt securities in definitive form and will not be considered
the owners or holders of the debt securities under the indenture. Accordingly,
each person owning a beneficial interest in a registered global security must
rely on the procedures of the depositary for that registered global security
and, if that person is not a participant, on the procedures of the participant
through which the person owns its interest, to exercise any rights of a holder
under the indenture. The laws of some states may require that some purchasers of
securities take physical delivery of those securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in a global
security.
To facilitate subsequent
transfers, all debt securities deposited by participants with DTC are registered
in the name of DTCs nominee, Cede & Co. The deposit of the debt securities
with DTC and their registration in the name of Cede & Co. effect no change
in beneficial ownership. DTC has no knowledge of the actual beneficial owners of
the debt securities. DTCs records reflect only the identity of the direct
participants to whose accounts such debt securities are credited, which may or
may not be the beneficial owners. The participants will remain responsible for
keeping account of their holdings on behalf of their customers.
11
We will make payments due on
the debt securities to Cede & Co., as nominee of DTC, in immediately
available funds. DTCs practice upon receipt of any payment of principal,
premium, interest or other distribution of underlying securities or other
property to holders on that registered global security, is to immediately credit
participants accounts in amounts proportionate to their respective beneficial
interests in that registered global security as shown on the records of the
depositary. Payments by participants to owners of beneficial interests in a
registered global security held through participants will be governed by
standing customer instructions and customary practices, as is now the case with
the securities held for the accounts of customers in bearer form or registered
in street name, and will be the responsibility of those participants. Payment
to Cede & Co. is our responsibility. Disbursement of such payments to direct
participants is the responsibility of Cede & Co. Disbursement of such
payments to the beneficial owners is the responsibility of direct and indirect
participants.
Neither we nor the trustee nor
any other agent of ours or any agent of the trustee will have any responsibility
or liability for any aspect of the records relating to payments made on account
of beneficial ownership interests in the registered global security or for
maintaining, supervising or reviewing any records relating to those beneficial
ownership interests.
We expect that DTC will take
any action permitted to be taken by a holder of securities (including the
presentation of securities for exchange as described below) only at the
direction of one or more participants to whose account the DTC interests in a
global security are credited and only in respect of such portion of the
aggregate principal amount of the securities as to which such participant or
participants has or have given such direction. However, if there is an Event of
Default under the debt securities, DTC will exchange each global security for
definitive securities, which it will distribute to its participants.
If the depositary for any of
the debt securities represented by a registered global security is at any time
unwilling or unable to continue as depositary or ceases to be a clearing agency
registered under the Exchange Act, and a successor depositary registered as a
clearing agency under the Exchange Act is not appointed by the obligor within 90
days, the obligor will issue debt securities in definitive form in exchange for
the registered global security that had been held by the depositary. Any debt
securities issued in definitive form in exchange for a registered global
security will be registered in the name or names that the depositary gives to
the trustee or other relevant agent of the obligor or trustee. It is expected
that the depositarys instructions will be based upon directions received by the
depositary from participants with respect to ownership of beneficial interests
in the registered global security that had been held by the depositary. In
addition, we may at any time determine that the debt securities of any series
shall no longer be represented by a global security and will issue securities in
definitive form in exchange for such global security pursuant to the procedure
described above.
DTC is a limited-purpose trust
company organized under the New York Banking Law, a banking organization
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a clearing corporation within the meaning of the New York Uniform
Commercial Code and a clearing agency registered pursuant to the provisions of
Section 17A of the Exchange Act. DTC was created to hold securities of its
participants and to facilitate the clearance and settlement of securities
transactions, such as transfers and pledges, among its participants in such
securities through electronic computerized book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTCs participants include securities brokers and dealers
(including the initial purchasers), banks, trust companies, clearing
corporations and certain other organizations, some of whom own DTC. Access to
DTCs book-entry system is also available to others, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. The rules
applicable to DTC and its participants are on file with the SEC.
The information in this
prospectus concerning DTC and DTCs book-entry system has been obtained from
sources that we believe to be reliable, but we take no responsibility for its
accuracy or completeness. We assume no responsibility for the performance by DTC
or its participants of their respective obligations, including obligations that
they have under the rules and procedures that govern their operations.
Certain Definitions
We have summarized below
certain defined terms as used in the indenture (except Financing Lease, which
will be defined in the applicable debt security). We refer you to the indenture
for the full definition of these terms.
Business Day means any day
other than a Saturday or a Sunday or a day on which banking institutions in New
York City are authorized or required by law or executive order to remain closed.
Consolidated Net Assets
means the gross book value of the assets of us and our Subsidiaries (which under
GAAP would appear on the consolidated balance sheet of us and our Subsidiaries)
less all reserves (including, without limitation, depreciation, depletion and
amortization) applicable thereto and less (i) minority interests and (ii)
liabilities which, in accordance with their terms, will be settled within one
year after the date of determination.
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Consolidated Net Income
means the net income of us and our Subsidiaries (which under GAAP would appear
on the consolidated income statement of us and our Subsidiaries), excluding,
however, (i) any equity of us or a Subsidiary in the unremitted earnings of any
corporation which is not a Subsidiary, (ii) gains from the write-up in the book
value of any asset and (iii) in the case of an acquisition of any Person which
is accounted for on a purchase basis, earnings of such Person prior to its
becoming a Subsidiary.
Consolidated Net Worth means
the sum of (i) the par value (or value stated on the books of such corporation)
of the capital stock of all classes of us and our Subsidiaries, plus (or minus
in the case of a deficit), (ii) the amount of the consolidated surplus, whether
capital or earned, of us and our Subsidiaries, and plus (or minus in the case of
a deficit) and (iii) retained earnings of us and our Subsidiaries, all as
determined in accordance with GAAP;
provided
,
however
, that Consolidated Net Worth shall exclude the effects of currency
translation adjustments and the application of Statement of Financial Accounting
Standards Codification Topic 320 InvestmentsDebt and Equity Securities.
Financing Lease means any
lease of property, real or personal, the obligations of the lessee in respect of
which are required in accordance with GAAP as it exists on the date that we
specify in the applicable debt security to be capitalized on a balance sheet of
the lessee.
Funded Debt means any
indebtedness for money borrowed, created, issued, incurred, assumed or
guaranteed which, in accordance with its terms, will be settled beyond one year
after the date of determination, but in any event including all indebtedness for
money borrowed, whether secured or unsecured, maturing more than one year, or
extendible at the option of the obligor to a date more than one year, after the
date of determination thereof (excluding any liabilities which, in accordance
with their terms, will be settled within one year after the date of
determination).
GAAP means, as to a
particular Person, such accounting principles as, in the opinion of the
independent public accountants regularly retained by such Person, conform at the
time to United States generally accepted accounting principles.
Governmental Authority means
any nation or government, any state or other political subdivision thereof and
any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.
Indebtedness of any Person
means, at any date and without duplication, (a) all indebtedness of such Person
for borrowed money or for the deferred purchase price of property or services
(other than trade liabilities not more than 60 days past due incurred in the
ordinary course of business and payable in accordance with customary practices
or endorsements for the purpose of collection in the ordinary course of business
and excluding the deferred purchase price of property or services to be repaid
through earnings of the purchaser to the extent such amount is not characterized
as indebtedness in accordance with GAAP), (b) any other indebtedness of such
Person which is evidenced by a note, bond, debenture or similar instrument, (c)
all obligations of such Person under Financing Leases, (d) all payment
obligations of such Person in respect of acceptances issued or created for the
account of such Person and (e) all liabilities secured by any Lien on any
property owned by such Person even though such Person has not assumed or
otherwise become liable for the payment thereof;
provided
that, if such Person has not assumed or otherwise become liable in
respect of such indebtedness, such obligations shall be deemed to be in an
amount equal to the lesser of (i) the amount of such indebtedness and (ii) the
book value of the property subject to such Lien at the time of determination.
For the purposes of this definition, the following shall not constitute
Indebtedness: the issuance of payment instruments, consumer funds transfers, or
other amounts paid to or received by us, any of our Subsidiaries or any agent
thereof in the ordinary course of business in order for us or such Subsidiary to
make further distribution to a third party, to the extent payment in respect
thereof has been received by us, such Subsidiary or any agent thereof.
Lien means any mortgage,
pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other), charge or other security interest or any preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, any conditional sale or other
title retention agreement and any Financing Lease having substantially the same
economic effect as any of the foregoing), it being understood that the holding
of money or investments for the purpose of honoring payment instruments or
consumer funds transfers, or other amounts paid to or received by us, any of our
Subsidiaries, or any agent thereof in the ordinary course of business in order
for us or any of Subsidiaries to make further distributions to a third party,
shall not be considered a Lien for the purposes of this definition.
Person means an individual,
corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization, Governmental Authority or other entity of
whatever nature.
Principal Facility means the
real property, fixtures, machinery and equipment relating to any facility owned
by us or any Subsidiary, except any facility that, in the opinion of our board
of directors, any duly authorized committee thereof or any of our duly
authorized officers is not of material importance to the business conducted by
us and our Subsidiaries, taken as a whole.
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Purchased Receivables means
accounts receivable purchased by us or any of our Subsidiaries from third
parties and not originally created by the sale of goods or services by us or any
of our Subsidiaries.
Purchased Receivables
Financing means any financing transaction pursuant to which Purchased
Receivables are sold, transferred, securitized or otherwise financed by any
Receivables Subsidiary and as to which there is no recourse to us or any of our
other Subsidiaries (other than customary representations and warranties made in
connection with the sale or transfer of Purchased Receivables).
Receivables Subsidiary means
any Subsidiary which purchases Purchased Receivables directly or to which
Purchased Receivables are transferred by us or any of our Subsidiaries, in
either case with the intention of engaging in a Purchased Receivables Financing.
Restricted Subsidiary means
at any date, (a) any Subsidiary of ours which, together with its Subsidiaries,
(i) has a proportionate share of Consolidated Net Assets that exceeds 10% at the
time of determination or (ii) has equity in the Consolidated Net Income that
exceeds 10% for the period of the four most recently completed fiscal quarters
preceding the time of determination or (b) any wholly-owned Subsidiary of ours
that at the time of determination shall be designated a Restricted Subsidiary by
our board of directors or any duly authorized committee thereof or any of our
duly authorized officers (any wholly-owned Subsidiary of ours designated as a
Restricted Subsidiary pursuant to this clause (b) is referred to as a
Designated Restricted Subsidiary). At any time, our board of directors or any
duly authorized committee thereof or any of our duly authorized officers may
designate any Designated Restricted Subsidiary to no longer be a Restricted
Subsidiary so long as (i) such Subsidiary is not a Restricted Subsidiary
pursuant to clause (a) above and (ii) immediately after giving effect to such
designation, no Event of Default shall have occurred and be continuing.
Subsidiary means as to any
Person, a corporation, partnership or other entity of which shares of stock or
other ownership interests having ordinary voting power (other than stock or such
other ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, directly or
indirectly through one or more intermediaries, or both, by such Person. Unless
otherwise qualified, all references to a Subsidiary or to Subsidiaries shall
refer to a Subsidiary or Subsidiaries of ours.
PLAN OF DISTRIBUTION
We may sell debt
securities offered by this prospectus in and/or outside the United States:
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through underwriters or dealers;
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through agents; or
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directly to purchasers.
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We will describe in a
prospectus supplement the particular terms of any offering of debt
securities, including the following:
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the names of any underwriters or agents;
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the proceeds we will receive from the
sale;
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any discounts and other items constituting
underwriters or agents compensation;
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any discounts or concessions allowed or
reallowed or paid to dealers; and
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any securities exchanges
on which the applicable debt securities may be listed.
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If we use underwriters in the
sale, such underwriters will acquire the debt securities for their own account.
The underwriters may resell the debt securities in one or more transactions, at
a fixed price or prices, which may be changed, or at market prices prevailing at
the time of sale, at prices relating to prevailing market prices or at
negotiated prices.
The debt securities may be
offered to the public through underwriting syndicates represented by managing
underwriters or by underwriters without a syndicate. The obligations of the
underwriters to purchase the debt securities will be subject to certain
conditions. The underwriters will be obligated to purchase all the debt
securities of the series offered if any of the debt securities are purchased.
We may sell debt securities
through agents or dealers designated by us. Any agent or dealer involved in the
offer or sale of the debt securities for which this prospectus is delivered will
be named, and any commissions payable by us to that agent or dealer will be set
forth, in the prospectus supplement. Unless indicated in the prospectus
supplement, the agents will agree to use their reasonable efforts to solicit purchases for the period of
their appointment and any dealer will purchase debt securities from us as
principal and may resell those debt securities at varying prices to be
determined by the dealer.
14
We
also may sell debt securities directly. In this case, no underwriters or agents
would be involved.
Underwriters, dealers and agents that participate in the distribution of
the debt securities may be underwriters as defined in the Securities Act, and
any discounts or commissions received by them from us and any profit on the
resale of the debt securities by them may be treated as underwriting discounts
and commissions under the Securities Act.
We
may have agreements with the underwriters, dealers and agents to indemnify them
against certain civil liabilities, including liabilities under the Securities
Act or to contribute with respect to payments which the underwriters, dealers or
agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
In
order to facilitate the offering of the debt securities, any underwriters or
agents, as the case may be, involved in the offering of such securities may
engage in transactions that stabilize, maintain or otherwise affect the price of
such securities or other securities the prices of which may be used to determine
payments on the securities. Specifically, the underwriters or agents, as the
case may be, may overallot in connection with the offering, creating a short
position in such securities for their own account. In addition, to cover
overallotments or to stabilize the price of the securities or of such other
securities, the underwriters or agents, as the case may be, may bid for, and
purchase, such securities in the open market. Finally, in any offering of such
securities through a syndicate of underwriters, the underwriting syndicate may
reclaim selling concessions allotted to an underwriter or a dealer for
distributing such securities in the offering if the syndicate repurchases
previously distributed securities in transactions to cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the securities above independent
market levels. The underwriters or agents, as the case may be, are not required
to engage in these activities, and may end any of these activities at any time.
We
may solicit offers to purchase debt securities directly from, and we may sell
debt securities directly to, institutional investors or others. The terms of any
of those sales, including the terms of any bidding or auction process, if
utilized, will be described in the applicable prospectus supplement.
Some
or all of the debt securities may be new issues of securities with no
established trading market. We cannot and will not give any assurances as to the
liquidity of the trading market for any of our securities.
LEGAL MATTERS
The
validity of the debt securities and certain other matters will be passed upon
for us by Sidley Austin LLP, Chicago, Illinois.
EXPERTS
The
consolidated financial statements of The Western Union Company appearing in The
Western Union Companys Annual Report (Form 10-K) for the year ended December
31, 2015, and the effectiveness of The Western Union Companys internal control
over financial reporting as of December 31, 2015 have been audited by Ernst
& Young LLP, independent registered public accounting firm, as set forth in
their reports thereon, included therein, and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such reports given on the authority of such firm as experts in
accounting and auditing.
With
respect to the unaudited condensed consolidated interim financial information of
The Western Union Company for the three-month periods ended March 31, 2016 and
2015 and the three-month and six-month periods ended June 30, 2016 and 2015,
incorporated by reference in this prospectus, Ernst & Young LLP reported
that they have applied limited procedures in accordance with professional
standards for a review of such information. However, their separate reports
dated May 3, 2016 and August 3, 2016, included in The Western Union Companys
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June
30, 2016, respectively, and incorporated by reference herein, state that they
did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review
procedures applied. Ernst & Young LLP is not subject to the liability
provisions of Section 11 of the Securities
Act for their report on the unaudited interim financial information because that
report is not a report or a part of the registration statement prepared or
certified by Ernst & Young LLP within the meaning of Sections 7 and 11 of
the Securities Act.
15
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 14. Other Expenses of
Issuance and Distribution
An estimate of the various
expenses in connection with the sale and distribution of securities being
offered will be included in the applicable prospectus supplement.
Item 15. Indemnification of
Directors and Officers
The registrants certificate
of incorporation limits the liability of directors to the maximum extent
permitted by Delaware law. Delaware law provides that directors of a corporation
will not be personally liable to the corporation or its stockholders for
monetary damages for breach of their fiduciary duties as directors, except for
liability:
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for any breach of their duty of loyalty to the
corporation or its stockholders;
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for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
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under Section 174 of the Delaware General Corporation Law
relating to unlawful payments of dividends or unlawful stock repurchases
or redemptions; or
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for any transaction from which the director derived an
improper personal benefit.
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The limitation of liability
does not apply to liabilities arising under the federal or state securities laws
and does not affect the availability of equitable remedies, such as injunctive
relief or rescission.
The registrants certificate
of incorporation provides that each person who was or is a director shall be
indemnified to the fullest extent permitted by Delaware law and further provides
that the registrant may, to the extent deemed appropriate by the registrants
board of directors and as authorized under Delaware law, indemnify any officers,
employees and agents of the registrant. The registrants by-laws provide that
each person who is, or was, an officer or employee of the registrant, and each
person who is, or was, serving at the registrants request as a director,
officer or employee of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, will be indemnified (including
advancement of expenses) by the registrant, if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interest of the registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such persons conduct was
unlawful. The registrants certificate of incorporation and by-laws provide that
this right to indemnification will not be exclusive of any other right which any
person may otherwise have or acquire. The registrants certificate of
incorporation also permits the registrant to purchase and maintain insurance on
behalf of any director, officer, employee or agent of the registrant and each
person who is, or was, serving at the registrants request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise for any liability asserted against and incurred by
such person in any such capacity, whether or not the registrant would have the
power to indemnify such person against such liability under Delaware law.
The registrant has obtained
directors and officers liability insurance providing coverage to its directors
and officers. In addition, the registrant has entered into indemnification
agreements with each of the registrants outside directors that requires the
registrant to indemnify and hold harmless each outside director to the fullest
extent permitted or authorized by the Delaware General Corporation Law in effect
on the date of the agreement or as such laws may be amended or replaced to
increase the extent to which a corporation may indemnify its directors.
The separation and
distribution agreement between the registrant and First Data Corporation (First
Data) provides for indemnification by First Data of the registrants directors
and officers and employees for certain liabilities, including liabilities under
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended, related to filings in connection with the spin-off of the registrant
from First Data.
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Item 16. Exhibits
The following is a list of all
the exhibits filed as part of this registration statement.
1.1*
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Form of
Underwriting Agreement.
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4.1
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Indenture,
dated as of November 17, 2006, between the Registrant and Wells Fargo
Bank, National Association, as trustee (filed as Exhibit 4.1 to the
Registrants Current Report on Form 8-K filed on November 20, 2006 (file
no. 001-32903) and incorporated herein by reference thereto).
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4.2
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Supplemental
Indenture, dated as of September 6, 2007, between the Registrant and Wells
Fargo Bank, National Association, as trustee (filed as Exhibit 4.13 to the
Registrants Annual Report on Form 10-K for the year ended December 31,
2007 (file no. 001-32903) and incorporated herein by reference
thereto).
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4.3*
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Form of Debt
Security.
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5.1
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Opinion of
Sidley Austin LLP.
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12.1
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Statement
Regarding Computation of Ratio of Earnings to Fixed Charges (filed as
Exhibit 12 to the Registrants Quarterly Report on Form 10-Q for the
quarter ended June 30, 2016 (file no. 001-32903) and incorporated herein
by reference thereto).
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15.1
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Letter from
Ernst & Young LLP Regarding Unaudited Interim Financial
Information.
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23.1
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Consent of
Independent Registered Public Accounting Firm.
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23.2
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Consent of
Sidley Austin LLP (included in Exhibit 5.1).
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24.1
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Power of
Attorney (set forth on the signature pages to this Registration
Statement).
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25.1
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Statement of
Eligibility of the Trustee on Form T-1.
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To be
filed by amendment or as an exhibit to a document to be incorporated or
deemed to be incorporated by reference in the registration
statement.
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Item 17. Undertakings.
(a) The undersigned registrant
hereby undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933, as amended (the
Act);
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(ii) To reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee table in the
effective registration statement;
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(iii) To include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement;
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provided, however,
that paragraphs (a)(1)(i),
(a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part of
the registration statement.
(2) That, for the purpose of
determining any liability under the Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial
bona
fide
offering thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
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(4) That, for the purpose of
determining liability under the Act to any purchaser:
(i) Each prospectus filed by
the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(ii) Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the
information required by Section 10(a) of the Act shall be deemed to be part of
and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any person that
is at that date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however,
that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of
determining liability of the registrant under the Act to any purchaser in the
initial distribution of the securities:
The undersigned registrant
undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any preliminary prospectus
or prospectus of the undersigned registrant relating to the offering required to
be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other
free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the
purchaser.
(b) The undersigned registrant
undertakes that, for purposes of determining any liability under the Act, each
filing of the registrants annual report pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plans annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof.
(c) Insofar as indemnification
for liabilities arising under the Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Englewood, State of
Colorado, on October 3, 2016.
THE WESTERN
UNION COMPANY
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(Registrant)
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By:
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/s/ Hikmet Ersek
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Hikmet
Ersek
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President
and Chief Executive Officer
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Each person whose signature
appears below constitutes and appoints John R. Dye and Darren Dragovich, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority), for us and in our names in the capacities indicated below, this
registration statement on Form S-3 (including all amendments, including
post-effective amendments, thereto), and any registration statement filed
pursuant to Rule 462(b) of the Securities Act in connection with the securities
registered hereunder, together with all exhibits and any and all documents
required to be filed with respect thereto, granting unto said attorneys-in-fact
and agents and each of them, full power and authority to do and to perform each
and every act and thing necessary and/or desirable to be done in and about the
premises in order to effectuate the same as fully to all intents and purposes as
he himself/she herself might or could do if personally present, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Hikmet Ersek
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President,
Chief Executive Officer and Director
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October 3,
2016
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Hikmet
Ersek
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(Principal
Executive Officer)
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/s/ Rajesh K. Agrawal
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Executive
Vice President and Chief Financial
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October 3,
2016
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Rajesh K.
Agrawal
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Officer
(Principal Financial Officer)
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|
|
|
/s/ Amintore T.X. Schenkel
|
|
Senior Vice
President, Chief Accounting Officer
|
|
October 3,
2016
|
Amintore
T.X. Schenkel
|
|
and
Controller (Principal Accounting Officer)
|
|
|
|
/s/ Jack M. Greenberg
|
|
Non-Executive Chairman of the Board of
Directors
|
|
October 3,
2016
|
Jack M.
Greenberg
|
|
|
|
|
|
/s/ Martin I. Cole
|
|
Director
|
|
October 3,
2016
|
Martin I.
Cole
|
|
|
|
|
|
/s/ Richard A. Goodman
|
|
Director
|
|
October 3,
2016
|
Richard A.
Goodman
|
|
|
|
|
|
/s/ Betsy D. Holden
|
|
Director
|
|
October 3,
2016
|
Betsy D.
Holden
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey A. Joerres
|
|
Director
|
|
October 3,
2016
|
Jeffrey A.
Joerres
|
|
|
|
|
|
/s/ Roberto G. Mendoza
|
|
Director
|
|
October 3,
2016
|
Roberto G.
Mendoza
|
|
|
|
|
|
|
|
|
|
/s/ Michael A. Miles, Jr.
|
|
Director
|
|
October 3, 2016
|
Michael A. Miles, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Robert W. Selander
|
|
Director
|
|
October 3, 2016
|
Robert W. Selander
|
|
|
|
|
|
|
|
|
|
/s/ Frances Fragos Townsend
|
|
Director
|
|
October 3, 2016
|
Frances Fragos Townsend
|
|
|
|
|
|
|
|
|
|
/s/ Solomon D. Trujillo
|
|
Director
|
|
October 3, 2016
|
Solomon D. Trujillo
|
|
|
|
|
19
EXHIBIT
INDEX
|
|
1.1*
|
|
Form of
Underwriting Agreement.
|
|
|
|
4.1
|
|
Indenture,
dated as of November 17, 2006, between the Registrant and Wells Fargo
Bank, National Association, as trustee (filed as Exhibit 4.1 to the
Registrants Current Report on Form 8-K filed on November 20, 2006 (file
no. 001-32903) and incorporated herein by reference thereto).
|
|
|
|
4.2
|
|
Supplemental
Indenture, dated as of September 6, 2007, between the Registrant and Wells
Fargo Bank, National Association, as trustee (filed as Exhibit 4.13 to the
Registrants Annual Report on Form 10-K for the year ended December 31,
2007 (file no. 001-32903) and incorporated herein by reference
thereto).
|
|
|
|
4.3*
|
|
Form of Debt
Security.
|
|
|
|
5.1
|
|
Opinion of
Sidley Austin LLP.
|
|
|
|
12.1
|
|
Statement
Regarding Computation of Ratio of Earnings to Fixed Charges (filed as Exhibit 12 to the Registrants
Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (file no. 001-32903) and incorporated herein by
reference thereto).
|
|
|
|
15.1
|
|
Letter from
Ernst & Young LLP Regarding Unaudited Interim Financial
Information.
|
|
|
|
23.1
|
|
Consent of
Independent Registered Public Accounting Firm.
|
|
|
|
23.2
|
|
Consent of
Sidley Austin LLP (included in Exhibit 5.1).
|
|
|
|
24.1
|
|
Power of
Attorney (set forth on the signature pages to this Registration
Statement).
|
|
|
|
25.1
|
|
Statement of
Eligibility of the Trustee on Form T-1.
|
____________________
*
|
To be
filed by amendment or as an exhibit to a document to be incorporated or
deemed to be incorporated by reference in the registration
statement.
|
20
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Western Union (NYSE:WU)
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