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ange. Please contact your Morgan Stanley representative for more details. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement b

EFTA00414215 BofA Merrill Lynch, Barclays Capital, Allen & Company LLC, Citigroup, Credit Suisse, Deutsche Bank Securities, RBC Capital Markets, Wells Fargo Securities Offer Size: 337.4MM Shares (-53% Primary / —47% Secondary) Greenshoe: 50.6MM Shares (15%) (-12% Primary / —88% Secondary) IPO Filing Range: US$28.

ange. Please contact your Morgan Stanley representative for more details. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement b

an, Sachs & Co. BofA Merrill Lynch, Barclays Capital, Allen & Company LLC, Citigroup, Credit Suisse, Deutsche Bank Securities, RBC Capital Markets, Wells Fargo Securities Offer Size: 337.4MM Shares (-53% Primary / —47% Secondary) Greenshoe: 50.6MM Shares (15%) (-12% Primary —88% Secondary) IPO Filing Range: US$28.00

shares are deposits or other obligations of a bank or are insured by the Federal Deposit lose Corporation or any other governmental agency. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the depositary shares or Preferred Stock or determined that this prospectus suppl

t prices at the time of sale. Sole Bookrunner J.P. Morgan Joint Lead Managers Bob% Merrill Lynch Citigroup Morgan Stanley UBS Investment Bank Wells Fargo Securities . 2015 EFTA00601703 Table of Contents In making your investment decision, you should rely only on the information contained or incorporated by r

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 11.4 http://vanv. see. gov/Archi vecledgaddataht83980/00011 93 1251 5334479/d31022ds la.htmi 1 0/14/201 5 9:06:38 AM] CONF

ts Inc.. Deutsche Bank Securities Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., HSBC Securities (USA) Inc., Wells Fargo Securities, LLC and KKR Capital Markets LLC. On December 2, 2013, Holdings issued approximately $1.4 billion aggregate principal amount of 14.5% senior PDC not

and • other risks detailed in our Annual Report on Form 10-K for the year ended December 31, 2015 and from time to time in our other filings with the Securities and Exchange Commission ("SEC"). We describe some of these risks and uncertainties in greater detail under the caption "Risk Factors" above, beginning on page 6 of the acc

021. "Independent Investment Banker- means one of Morgan Stanley & Co. LLC, Merrill Lynch. Pierce. Fenner & Smith Incorporated. UBS Securities LLC, Wells Fargo Securities, LLC, and their respective successors, appointed by us or. if such firm is unwilling or unable to select the Comparable Treasury Issue, an independ