Common use of Debt Securities Clause in Contracts

Debt Securities. We may offer general debt obligations, which may be secured or unsecured, senior or subordinated and convertible into shares of our common stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt securities.” We may issue debt securities under a note purchase agreement or under an indenture to be entered between us and a trustee; forms of the senior and subordinated indentures are included as an exhibit to the registration statement of which this prospectus is a part. The indentures do not limit the amount of securities that may be issued under them and provide that debt securities may be issued in one or more series. The senior debt securities will have the same rank as all of our other indebtedness that is not subordinated. The subordinated debt securities will be subordinated to our senior debt on terms set forth in the applicable prospectus supplement. In addition, the subordinated debt securities will be effectively subordinated to creditors and preferred stockholders of our subsidiaries. Our Board of Directors will determine the terms of each series of debt securities being offered. This prospectus contains only general terms and provisions of the debt securities. The applicable prospectus supplement will describe the particular terms of the debt securities offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of debt securities being offered, as well as the complete note agreements and/or indentures that contain the terms of the debt securities. Forms of indentures have been filed as exhibits to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of debt securities being offered will be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with the SEC.

Debt Securities. We From time to time, we may offer general issue debt obligationssecurities in one or more series, which may be secured or unsecured, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will rank equally with any other unsecured and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior indebtedness. Convertible debt securities will be convertible into shares of or exchangeable for our common stockstock or other securities. Conversion may be mandatory or at the holder’s option and would be at prescribed conversion rates. Any debt securities issued under this prospectus will be issued under one or more documents called indentures, which are contracts between us and a national banking association or other eligible party, as trustee. In this prospectus, we refer to have summarized certain general features of the senior debt securities and under the subordinated debt securities together as the heading “debt securitiesDescription of Debt Securities.” We urge you, however, to read the applicable prospectus supplement (and any free writing prospectus that we may issue authorize to be provided to you) related to the series of debt securities under a note purchase agreement or under an indenture to be entered between us being offered, as well as the complete indenture(s) and a trustee; forms any supplemental indentures that contain the terms of the senior and subordinated indentures are included debt securities. We have filed a form of indenture as an exhibit to the registration statement of which this prospectus is a part. The indentures do not limit the amount of securities that may be issued under them and provide that debt securities may be issued in one or more series. The senior debt securities We will have the same rank as all of our other indebtedness that is not subordinated. The subordinated debt securities will be subordinated to our senior debt on terms set forth in the applicable prospectus supplement. In addition, the subordinated debt securities will be effectively subordinated to creditors and preferred stockholders of our subsidiaries. Our Board of Directors will determine the terms of each series of debt securities being offered. This prospectus contains only general terms and provisions of the debt securities. The applicable prospectus supplement will describe the particular terms of the debt securities offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of debt securities being offered, as well as the complete note agreements and/or indentures that contain the terms of the debt securities. Forms of indentures have been filed file as exhibits to the registration statement of which this prospectus is a part, and or will be incorporated by reference from reports that we file with the SEC, supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with the SECoffered.

Debt Securities. We may offer general and sell debt obligationssecurities from time to time. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Any prospectus supplement may also add, which update or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby. These securities may be secured offered and sold in the same offering or unsecuredin separate offerings; to or through underwriters, senior dealers, and agents; or subordinated and convertible into shares directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our common stocksecurities, their compensation and any overallotment options held by them will be described in the applicable prospectus supplement. In For a more complete description of the plan of distribution of these securities, see the section entitled ‘‘Plan of Distribution’’ beginning on page 26 of this prospectus. Investing in our securities involves certain risks. You should carefully consider the risks described in ‘‘Risk Factors’’ in this prospectus and in any prospectus supplement or any document incorporated by reference into this prospectus. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement. 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 February 2, 2021. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUS 1 FORWARD-LOOKING STATEMENTS 2 OUR COMPANY 3 RISK FACTORS 4 USE OF PROCEEDS 5 DESCRIPTION OF THE DEBT SECURITIES 6 LEGAL OWNERSHIP OF DEBT SECURITIES 21 ENFORCEABILITY OF CIVIL LIABILITIES 23 TAXATION 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 28 EXPERTS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 ABOUT THIS PROSPECTUS This prospectus is part of an automatic shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC, as a ‘‘well-known seasoned issuer’’ as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the senior debt securities and registration statement, including its exhibits. Statements contained in this prospectus or any prospectus supplement about the subordinated debt securities together as the “debt securities.” We may issue debt securities under a note purchase provisions or contents of any agreement or under other document are not necessarily complete. If the SEC’s rules and regulations require that an indenture to agreement or document be entered between us and a trustee; forms of the senior and subordinated indentures are included filed as an exhibit to the registration statement statement, please see that agreement or document for a complete description of which this prospectus is a partthese matters. The indentures do We are not limit making an offer to sell the amount of securities that may be issued under them and provide that debt securities may be issued in one any jurisdiction where the offer or more series. The senior debt securities will have the same rank as all of our other indebtedness that sale is not subordinatedpermitted. The subordinated debt securities will be subordinated to our senior debt on terms set forth in the applicable prospectus supplement. In addition, the subordinated debt securities will be effectively subordinated to creditors You should carefully read this document and preferred stockholders of our subsidiaries. Our Board of Directors will determine the terms of each series of debt securities being offered. This prospectus contains only general terms and provisions of the debt securities. The any applicable prospectus supplement will describe and the particular terms of the debt securities offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of debt securities being offered, as well as the complete note agreements and/or indentures that contain the terms of the debt securities. Forms of indentures have been filed as exhibits to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of debt securities being offered will be incorporated by reference into the registration statement of which this prospectus is a part from reports we file filed with the SEC. You should also read the documents we have referred you to under ‘‘Where You Can Find More Information About Us’’ and ‘‘Incorporation of Documents by Reference’’ below for information on our company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC as described under ‘‘Where You Can Find More Information About Us.’’ Unless otherwise indicated or unless the context otherwise requires, references in this prospectus to: • ‘‘Ant Group’’ are to Ant Group Co., Ltd. (formerly known as Ant Financial), a company organized under the laws of the PRC on October 19, 2000 and, as context requires, its consolidated subsidiaries; we hold 33% of the equity interest in Ant Group; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China; • ‘‘Hong Kong Stock Exchange’’ are to The Stock Exchange of Hong Kong Limited; • ‘‘NYSE’’ are to the New York Stock Exchange; • ‘‘variable interest entities’’ are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses, or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries; • ‘‘we,’’ ‘‘us,’’ ‘‘our company’’ and ‘‘our’’ are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entities and their subsidiaries; and • ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ are to the legal currency of the United States. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. References in any prospectus supplement to ‘‘the accompanying prospectus’’ are to this prospectus and to ‘‘the prospectus’’ are to this prospectus and the applicable prospectus supplement taken together.

Debt Securities. We The following description, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the debt securities that we may offer general under this prospectus. While the terms we have summarized below will generally apply to any future debt obligations, which securities we may be secured or unsecured, senior or subordinated and convertible into shares of our common stock. In offer under this prospectus, we refer to will describe the senior particular terms of any debt securities and the subordinated debt securities together as the “debt securities.” We that we may issue debt securities under a note purchase agreement or under an indenture to be entered between us and a trustee; forms of the senior and subordinated indentures are included as an exhibit to the registration statement of which this prospectus is a part. The indentures do not limit the amount of securities that may be issued under them and provide that debt securities may be issued offer in one or more series. The senior debt securities will have the same rank as all of our other indebtedness that is not subordinated. The subordinated debt securities will be subordinated to our senior debt on terms set forth detail in the applicable prospectus supplement. In addition, the subordinated The terms of any debt securities will be effectively subordinated to creditors and preferred stockholders of our subsidiaries. Our Board of Directors will determine we offer under a prospectus supplement may differ from the terms of each series of debt securities being offeredwe describe below. This prospectus contains only general terms and provisions As of the date of this prospectus, we have no outstanding registered debt securities. The applicable prospectus supplement We will describe issue senior notes under a senior indenture, which we will enter into with the particular terms of the debt securities offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize trustee to be provided named in the senior indenture. We will issue subordinated notes under a subordinated indenture, which we will enter into with the trustee to you related to be named in the series subordinated indenture. We have filed forms of debt securities being offered, as well as the complete note agreements and/or indentures that contain the terms of the debt securities. Forms of indentures have been filed these documents as exhibits to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. 11 The indentures will be qualified under the Trust Indenture Act of 1939. References to the Trust Indenture Act of 1939 include all amendments thereto. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and supplemental indentures and forms qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities, and all supplements thereto. We urge you to read the applicable prospectus supplements related to the debt securities containing that we sell under this prospectus, as well as the complete indentures that contain the terms of the debt securities being offered will be incorporated by reference into securities. Except as we may otherwise indicate, the registration statement terms of which this prospectus is a part from reports we file with the SECsenior and the subordinated indentures are identical.

Debt Securities. We may offer general debt obligations, which may be secured or unsecured, senior or subordinated subordinated, and convertible into shares of our common stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt securities.” We may issue debt securities under a note purchase agreement or under an indenture to be entered between us and a trustee; trustee and forms of the senior and subordinated indentures are included as an exhibit to the registration statement of which this prospectus is a part. The indentures do not limit the amount of securities that may be issued under them it and provide provides that debt securities may be issued in one or more series. The senior debt securities will have the same rank as all of our other indebtedness that is not subordinated. The subordinated debt securities will be subordinated to our senior debt on terms set forth in the applicable prospectus supplement. In addition, the subordinated debt securities will be effectively subordinated to creditors and preferred stockholders of our subsidiaries. Our Board of Directors will determine the terms of each series of debt securities being offered. This prospectus contains only general terms and provisions of the debt securities. The applicable prospectus supplement will describe the particular terms of the debt securities offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of debt securities being offered, as well as the complete note agreements and/or indentures that contain the terms of the debt securities. Forms of indentures have been filed as exhibits to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of debt securities being offered will be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with the SEC.

Debt Securities. We may offer general debt obligations, which may be secured or unsecured, senior or subordinated and convertible into shares of our common stock. In this prospectus, we refer to The paragraphs below describe the senior debt securities and the subordinated debt securities together as the “debt securities.” We may issue debt securities under a note purchase agreement or under an indenture to be entered between us and a trustee; forms of the senior and subordinated indentures are included as an exhibit to the registration statement of which this prospectus is a part. The indentures do not limit the amount of securities that may be issued under them and provide that debt securities may be issued in one or more series. The senior debt securities will have the same rank as all of our other indebtedness that is not subordinated. The subordinated debt securities will be subordinated to our senior debt on terms set forth in the applicable prospectus supplement. In addition, the subordinated debt securities will be effectively subordinated to creditors and preferred stockholders of our subsidiaries. Our Board of Directors will determine the terms of each series of debt securities being offered. This prospectus contains only general terms and provisions of the debt securities we may issue. When we offer to sell a particular series of debt securities. The applicable prospectus supplement , we will describe the specific terms of the securities in a supplement to this prospectus, including any additional covenants or changes to existing covenants relating to such series. The prospectus supplement also will indicate whether the general terms and provisions described in this prospectus apply to a particular terms series of debt securities. You should read the actual indenture if you do not fully understand a term or the way we use it in this prospectus. If we issue debt securities at a discount from their principal amount, then, for purposes of calculating the aggregate initial offering price of the offered securities issued under this prospectus, we will include only the initial offering price of the debt securities offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to not the series of debt securities being offered, as well as the complete note agreements and/or indentures that contain the terms principal amount of the debt securities. Forms We have summarized below the material provisions of indentures the indenture, or indicated which material provisions will be described in the related prospectus supplement. The prospectus supplement relating to any particular securities offered will describe the specific terms of the securities, which may be in addition to or different from the general terms summarized in this prospectus. We have been filed included the form of the indenture as exhibits an exhibit to the our registration statement of which this prospectus is a part, and supplemental indentures it is incorporated into this prospectus by reference. Because the summary in this prospectus and forms in any prospectus supplement does not contain all of the information that you may find useful, you should read the documents relating to the securities that are described in this prospectus or in any applicable prospectus supplement. Please read “Where You Can Find Additional Information” in this prospectus to find out how you can obtain a copy of those documents. References below to an “indenture” are references to the indenture, as supplemented, under which a particular series of debt securities containing is issued. As used under this caption, the terms of term “debt securities” includes the debt securities being offered will be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with and all other debt securities issued by us under the SECindenture.

Debt Securities. We may offer general debt obligations, which may be secured or unsecured, senior or subordinated and convertible into shares of our common stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt securities.” We may issue debt securities under a note purchase agreement or under an indenture from time to be entered between us and a trustee; forms of the senior and subordinated indentures are included as an exhibit to the registration statement of which this prospectus is a part. The indentures do not limit the amount of securities that may be issued under them and provide that debt securities may be issued time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will have the same rank as all of our equally with any other indebtedness that is not subordinatedunsecured and unsubordinated debt. The subordinated debt securities will be subordinated subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior debt on terms set forth in the applicable prospectus supplementindebtedness. In addition, the subordinated Convertible debt securities will be effectively subordinated to creditors convertible into or exchangeable for our common stock or preferred stock. Conversion may be mandatory or at the holder’s option and preferred stockholders of our subsidiarieswould be at prescribed conversion rates. Our Board of Directors will determine the terms of each series of The debt securities being offeredwill be issued under one or more documents called indentures, which are contracts between us and a national banking association or other eligible party, as trustee. This prospectus contains only In this prospectus, we have summarized certain general terms and provisions features of the debt securities. The We urge you, however, to read the applicable prospectus supplement will describe the particular terms of the debt securities offered thereby. You should read any prospectus supplement (and any free writing prospectus that we may authorize to be provided to you you) related to the series of debt securities being offered, as well as the complete note agreements and/or indentures that contain the terms of the debt securities. Forms of indentures have been filed as exhibits to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be incorporated by reference into filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Debt Securities. We may offer general debt obligations, which may be secured or unsecured, senior or subordinated and convertible into shares of our common stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt securities.” We may issue debt securities under a note purchase agreement or under an indenture from time to be entered between us and a trustee; forms of the senior and subordinated indentures are included as an exhibit to the registration statement of which this prospectus is a part. The indentures do not limit the amount of securities that may be issued under them and provide that debt securities may be issued time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will have the same rank as all of our equally with any other indebtedness that is not subordinatedunsecured and unsubordinated debt. The subordinated debt securities will be subordinated subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior debt on terms set forth in the applicable prospectus supplementindebtedness. In addition, the subordinated Convertible or exchangeable debt securities will be effectively subordinated to creditors convertible into or exchangeable for our Class A common stock or our other securities. Conversion or exchange may be mandatory or optional (at our option or the holders' option) and preferred stockholders of our subsidiarieswould be at prescribed conversion or exchange rates. Our Board of Directors will determine the terms of each series of Any debt securities being offeredissued under this prospectus will be issued under one or more documents called indentures, which are contracts between us and a national banking association or other eligible party, as trustee. This prospectus contains only In this prospectus, we have summarized certain general terms and provisions of the debt securities. The applicable prospectus supplement will describe the particular terms features of the debt securities offered thereby. You should under "Description of Debt Securities." We urge you, however, to read any the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you you) related to the series of debt securities being offered, as well as the complete note agreements and/or indenture and any supplemental indentures that contain the terms of the debt securities. Forms A form of indentures have indenture has been filed as exhibits an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be incorporated by reference into filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.

Debt Securities. We The following description, together with the additional information we include in any applicable prospectus supplement or free writing prospectus, summarizes certain general terms and provisions of the debt securities that we may offer general debt obligations, which may be secured or unsecured, senior or subordinated and convertible into shares of our common stock. In under this prospectus. When we offer to sell a particular series of debt securities, we refer will describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the senior debt securities supplement to what extent the general terms and the subordinated debt securities together as the “provisions described in this prospectus apply to a particular series of debt securities.” . To the extent the information contained in the prospectus supplement differs from this summary description, you should rely on the information in the prospectus supplement. We may issue debt securities under a note purchase agreement either separately, or under an indenture to be entered between us and a trustee; forms together with, or upon the conversion or exercise of the senior and subordinated indentures are included as an exhibit to the registration statement of which or in exchange for, other securities described in this prospectus is a partprospectus. The indentures do not limit the amount of Debt securities that may be issued under them and provide that our senior, senior subordinated or subordinated obligations and, unless otherwise specified in a supplement to this prospectus, the debt securities will be our direct, unsecured obligations and may be issued in one or more series. The senior debt securities will have the same rank as all of our other indebtedness that is not subordinated. The subordinated debt securities will be subordinated to our senior debt on terms set forth issued under an indenture between us and a trustee named in the applicable prospectus supplement. In addition, the subordinated debt securities will be effectively subordinated to creditors and preferred stockholders of our subsidiaries. Our Board of Directors will determine the terms of each series of debt securities being offered. This prospectus contains only general terms and provisions We have summarized select portions of the debt securitiesindenture below. The applicable prospectus supplement will describe the particular terms summary is not complete. The form of the debt securities offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of debt securities being offered, as well as the complete note agreements and/or indentures that contain the terms of the debt securities. Forms of indentures have indenture has been filed as exhibits an exhibit to the registration statement and you should read the indenture for provisions that may be important to you. In the summary below, we have included references to the section numbers of which this prospectus is a part, the indenture so that you can easily locate these provisions. Capitalized terms used in the summary and supplemental indentures and forms of debt securities containing not defined herein have the terms of debt securities being offered will be incorporated by reference into meanings specified in the registration statement of which this prospectus is a part from reports we file with the SECindenture.

Debt Securities. We may offer general debt obligations, which may be secured or unsecured, senior or subordinated and convertible into shares of our common stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt securities.” We may issue debt securities under a note purchase agreement or under an indenture from time to be entered between us and a trustee; forms of the senior and subordinated indentures are included as an exhibit to the registration statement of which this prospectus is a part. The indentures do not limit the amount of securities that may be issued under them and provide that debt securities may be issued time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will have the same rank as all of our equally with any other indebtedness that is not subordinatedunsecured and unsubordinated debt. The subordinated debt securities will be subordinated subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior debt on terms set forth in the applicable prospectus supplementindebtedness. In addition, the subordinated Convertible or exchangeable debt securities will be effectively subordinated to creditors convertible into or exchangeable for our Class A common stock or our other securities. Conversion or exchange may be mandatory or optional (at our option or the holders’ option) and preferred stockholders of our subsidiarieswould be at prescribed conversion or exchange prices. Our Board of Directors will determine the terms of each series of The debt securities being offeredwill be issued under an indenture that we will enter into with a national banking association or other eligible party, as trustee. This prospectus contains only In this prospectus, we have summarized certain general terms and provisions of the debt securities. The applicable prospectus supplement will describe the particular terms features of the debt securities offered thereby. You should under the heading “Description of Debt Securities.” We urge you, however, to read any the applicable prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you you) related to the series of debt securities being offered, as well as the complete note agreements and/or indenture and any supplemental indentures that contain the terms of the debt securities. Forms We have filed the form of indentures have been filed indenture as exhibits an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be incorporated by reference into filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.

Debt Securities. We may offer general debt obligations, which may be secured or unsecured, senior or subordinated and convertible into shares of our common stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt securities.” We may issue debt securities under a note purchase agreement or under an indenture from time to be entered between us and a trustee; forms of the senior and subordinated indentures are included as an exhibit to the registration statement of which this prospectus is a part. The indentures do not limit the amount of securities that may be issued under them and provide that debt securities may be issued time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will have the same rank as all of our equally with any other indebtedness that is not subordinatedunsecured and unsubordinated debt. The subordinated debt securities will be subordinated subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior debt on terms set forth in the applicable prospectus supplementindebtedness. In addition, the subordinated Convertible debt securities will be effectively subordinated to creditors convertible into or exchangeable for our common stock or our other securities. Conversion may be mandatory or at the holder’s option and preferred stockholders of our subsidiarieswould be at prescribed conversion rates. Our Board of Directors will determine the terms of each series of The debt securities being offeredwill be issued under an indenture that we will enter into with a national banking association or other eligible party, as trustee. This prospectus contains only In this prospectus, we have summarized certain general terms and provisions of the debt securities. The applicable prospectus supplement will describe the particular terms features of the debt securities offered thereby. You should under “Description of Debt Securities.” We urge you, however, to read any the applicable prospectus supplement (and any related free writing prospectus that we may authorize to be provided to you you) related to the series of debt securities being offered, as well as the complete note agreements and/or indenture and any supplemental indentures that contain the terms of the debt securities. Forms We have filed the form of indentures have been filed indenture as exhibits an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be incorporated by reference into filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.

Debt Securities. We may offer general debt obligations, which may be secured or unsecured, senior or subordinated and convertible into shares of our common stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt securities.” We may issue debt securities under a note purchase agreement or under an indenture from time to be entered between us and a trustee; forms of the senior and subordinated indentures are included as an exhibit to the registration statement of which this prospectus is a part. The indentures do not limit the amount of securities that may be issued under them and provide that debt securities may be issued time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will have the same rank as all of our equally with any other indebtedness that is not subordinatedunsecured and unsubordinated debt. The subordinated debt securities will be subordinated subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior debt on terms set forth in the applicable prospectus supplementindebtedness. In addition, the subordinated Convertible debt securities will be effectively subordinated to creditors convertible into or exchangeable for our common stock or other securities. Conversion may be mandatory or at the holders’ option and preferred stockholders of our subsidiarieswould be at prescribed conversion rates. Our Board of Directors will determine the terms of each series of Any debt securities being offeredissued under this prospectus will be issued under one or more documents called indentures, which are contracts between us and a national banking association or other eligible party, as trustee. This prospectus contains only In this prospectus, we have summarized certain general terms and provisions of the debt securities. The applicable prospectus supplement will describe the particular terms features of the debt securities offered thereby. You should under “Description of Debt Securities.” We urge you, however, to read any the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you you) related to the series of debt securities being offered, as well as the complete note agreements and/or indentures that contain the terms of the debt securities. Forms We have filed the form of indentures have been filed indenture as exhibits an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be incorporated by reference into filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.

Debt Securities. We may offer general debt obligations, which may be secured or unsecured, senior or subordinated and convertible into shares of our common stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt securities.” We may issue debt securities under a note purchase agreement or under an indenture from time to be entered between us and a trustee; forms of the senior and subordinated indentures are included as an exhibit to the registration statement of which this prospectus is a part. The indentures do not limit the amount of securities that may be issued under them and provide that debt securities may be issued time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will have the same rank as all of our equally with any other indebtedness that is not subordinatedunsecured and unsubordinated debt. The subordinated debt securities will be subordinated subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior debt on terms set forth in the applicable prospectus supplementindebtedness. In addition, the subordinated Convertible or exchangeable debt securities will be effectively subordinated to creditors convertible into or exchangeable for our common stock or our other securities. Conversion or exchange may be mandatory or optional (at our option or the holders’ option) and preferred stockholders of our subsidiarieswould be at prescribed conversion or exchange rates. Our Board of Directors will determine the terms of each series of Any debt securities being offeredissued under this prospectus will be issued under one or more documents called indentures, which are contracts between us and a national banking association or other eligible party, as trustee. This prospectus contains only In this prospectus, we have summarized certain general terms and provisions of the debt securities. The applicable prospectus supplement will describe the particular terms features of the debt securities offered thereby. You should under “Description of Debt Securities.” We urge you, however, to read any the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you you) related to the series of debt securities being offered, as well as the complete note agreements and/or indenture and any supplemental indentures that contain the terms of the debt securities. Forms A form of indentures have indenture has been filed as exhibits an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be incorporated by reference into filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.