GBCI Glacier Bancorp Inc

As filed with the Securities and Exchange Commission on October 28, 2022

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

49 Commons Loop

Kalispell, Montana 59901

(406) 756-4200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

RANDALL M. CHESLER

President and Chief Executive Officer

49 Commons Loop

Kalispell, Montana 59901

(406) 756-4200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

David G. Post

Mary Ann Frantz

Miller Nash LLP

111 SW Fifth Ave, Suite 3400

Portland, OR 97204

Telephone: (503) 224-5858

Approximate date of commencement of proposed sale of securities 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, 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 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 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) of 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided purchase to Section 7(a)(2)(B) of the Securities Act.  ☐

PROSPECTUS

GLACIER BANCORP, INC.

Common Stock

Preferred Stock

Depositary Shares

Debt Securities

Warrants

Rights

Units

Glacier Bancorp, Inc., from time to time may offer to sell the securities listed above in amounts, at prices, and on other terms to be identified at the time of the offering. The debt securities, preferred stock, and warrants may be convertible into or exercisable or exchangeable for common or preferred stock or other securities of Glacier Bancorp, Inc., or debt of one or more other entities.

We may sell these securities on a continuous or delayed basis directly to purchasers, to or through one or more agents, dealers, and/or underwriters as designated from time to time, or through a combination of these methods. For additional information on the method of sale, you should refer to the section of this prospectus and any prospectus supplement entitled “Plan of Distribution.”

This prospectus describes some of the general terms that may apply to these securities and the general manner in which they may be offered. The specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in a supplement to this prospectus. The prospectus supplement may also add, update, or change information contained in this prospectus.

Our common stock is listed on the New York Stock Exchange and trades under the ticker symbol “GBCI.”

Investing in our securities involves substantial risks. Before making an investment in our securities, you should carefully read this prospectus and the applicable prospectus supplement, including the sections entitled “Risk Factors” beginning on page 3 and in the applicable prospectus supplement.

The securities of Glacier Bancorp, Inc., to be issued are not savings or deposit accounts or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Such securities are subject to investment risk, including the possible loss of your investment.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 28, 2022.

The foregoing list of factors is not intended to be exhaustive. Forward-looking statements reflect our current views with respect to future events and are based on numerous assumptions and assessments made by us in light of our experiences and perceptions of historical trends, current conditions, business strategies, operating environments, future developments, and other factors we deem appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Although we believe that the expectations reflected in our forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct, and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements. We undertake no obligation to update any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

ABOUT GLACIER

Glacier is a Montana corporation and a registered bank holding company. Glacier was incorporated in 2004 as a successor corporation to the corporation originally incorporated in Delaware in 1990 and is the bank holding company of Glacier Bank. Glacier Bank is a Montana state-chartered bank, which commenced operations in 1991 and is regulated primarily by the Montana Division of Banking and Financial Institutions and the Federal Deposit Insurance Corporation.

Glacier Bank provides commercial banking services to individuals, small to medium-sized businesses, community organizations and public entities from 222 locations, including 186 branches, across Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona and Nevada, as of September 30, 2022. The Bank offers a wide range of banking products and services to its customers, including: retail banking; business banking; real estate, commercial, agriculture and consumer loans; and mortgage origination and loan servicing.

Glacier common stock is traded on The New York Stock Exchange under the ticker symbol “GBCI”.

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Additional information about Glacier and Glacier Bank may be found in the documents incorporated by reference into this prospectus. Please see the section entitled “Where You Can Find More Information” above.

Our principal executive offices and our telephone number are:

Glacier Bancorp

49 Commons Loop

Kalispell, Montana 59901

Telephone: (406) 756-4200

Our shareholders do not have preemptive rights to subscribe to any additional securities that may be issued. Each share of Common Stock has the same relative rights and is identical in all respects to every other share of Common Stock.

Our Common Stock is listed for trading on the New York Stock Exchange under the symbol “GBCI.”

General

Voting Rights and Liquidation Rights. The holders of our Common Stock have one vote per share on all matters submitted to a vote of our shareholders. There are no cumulative voting rights for the election of directors. In the event of a liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any outstanding Preferred Stock. Holders of shares of our Common Stock have no preemptive, subscription, redemption, sinking fund or conversion rights.

Dividends. The holders of our Common Stock are entitled to receive dividends declared by our board of directors out of funds legally available therefor, subject to preferences that may be applicable to any outstanding series of Preferred Stock. Holders of any debt securities have priority rights to payment over our Common Stock. Our ability to pay dividends generally depends on the amount of dividends paid to us by our subsidiary Glacier Bank. The payment of dividends is subject to government regulation in that regulatory authorities may prohibit banks and bank holding companies from paying dividends in a manner that would constitute an unsafe or unsound banking practice. In addition, a bank may not pay cash dividends if doing so would reduce the amount of its capital below that necessary to meet minimum regulatory capital requirements. State laws also limit a bank’s ability to pay dividends. Accordingly, the dividend restrictions imposed on Glacier Bank by statute or regulation may effectively limit the amount of dividends we can pay.

Preferred Stock Authorization. As described below, our board of directors, without shareholder approval, has the authority under our Articles of Incorporation to issue Preferred Stock with rights superior to the rights of the holders of Common Stock. As a result, Preferred Stock, which is intended primarily as a financing tool and not as a defensive measure against takeovers, may potentially be used by management to make more difficult uninvited attempts to acquire control of the Company (for example, by diluting the ownership interest of a substantial shareholder, increasing the amount of consideration necessary for such shareholder to obtain control, or selling authorized but unissued shares to friendly third parties).

Articles of Incorporation Limitation on Business Combinations. Our Articles of Incorporation contain a provision requiring that specified transactions with an “interested shareholder” be approved by 80% of the voting power of the then outstanding shares unless (a) it is approved by our board of directors, or (b) certain price and procedural requirements are satisfied. An “Interested Shareholder” is generally defined to include (i) the beneficial owner of more than 10% of our then-outstanding voting stock, or (ii) an Affiliate of the Company (as defined in Rule 12b-2 under the Exchange Act) and at any time within the preceding five-year period was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock. Such beneficial ownership is broadly defined to include the right, directly or indirectly, to acquire or to control the voting or disposition of 10% or more of our voting stock. Repealing, amending or adopting any provision inconsistent with the provisions described in this paragraph must be approved by 80% of the voting power of the then outstanding shares.

Additionally, subject to rights of any class or series of stock having preference to elect directors, directors may only be removed for cause at a shareholder meeting called expressly for that purpose.

The “supermajority” approval requirement for certain business transactions, the ability of shareholders to remove directors only for cause, and the availability of our Preferred Stock for issuance without shareholder

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approval, may have the effect of lengthening the time required for a person to acquire control of the Company through a tender offer, proxy contest or otherwise, and may deter any potentially unfriendly offers or other efforts to obtain control of the Company.

MBCA Requirements. In accordance with the MBCA, certain significant corporate events, including approval of the dissolution of the Company and certain amendments to our Articles of Incorporation, must be approved by a majority of the votes entitled to be cast on the matter or, in some cases, a majority of the votes entitled to be cast by a separate voting group. Additionally, our Articles of Incorporation provide that a plan of merger or share exchange requiring approval of our shareholders must be approved by a majority of all votes entitled to be cast on the matter, except as otherwise provided in the Articles (see “Articles of Incorporation Limitation on Business Combinations” above).

All other matters requiring shareholder approval may be approved by the affirmative vote of the holders of a majority of the votes cast by shareholders at an annual or special meeting of the shareholders. Our board of directors may, by a majority vote, amend or repeal our Bylaws.

Proposals and Nominations. The Bylaws provide that no nominations for director of the Company by any person other than our board of directors or any committee thereof may be presented to any meeting of shareholders unless the person making the nomination is a record shareholder and has timely delivered a written notice to our Secretary which complies with the information requirements contained in the Bylaws. In general, to be timely, notice must be received by our Secretary no later than 120 days before the anniversary of the mailing of proxy materials in connection with the last annual meeting.

DESCRIPTION OF PREFERRED STOCK WE MAY OFFER

The following description summarizes the material provisions of the Preferred Stock we may offer. This description is not complete and is subject to, and is qualified in its entirety by reference to, our Articles of Incorporation, Bylaws and the applicable provisions of the MBCA. The specific terms of any series of Preferred Stock will be described in the applicable prospectus supplement, and included in articles of amendment to our Articles related to that series. We will file the articles of amendment with the Montana Secretary of State and with the SEC as an exhibit to our registration statement, at or before the time we issue any Preferred Stock of that series.

General

Under our Articles of Incorporation, our board of directors has the authority, without any further vote or action by our shareholders, to designate and issue up to 1,000,000 shares of Preferred Stock in one or more series and to fix, determine or amend the relative rights and preferences of the shares of any series so established, within the limitations set forth in the MBCA, relating to the preferences, limitations, voting powers and relative rights thereof, including, but not limited to:

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The applicable prospectus supplement will describe the specific voting, dividend, redemption, liquidation, and any conversion rights relating to the particular series of the Preferred Stock it offers, including among other things voting rights; dividend rates; dividend periods; whether dividends will be cumulative or noncumulative; the terms upon which we may, or must, redeem such Preferred Stock; rights upon liquidation; and conversion or exchange rights.

DESCRIPTION OF DEPOSITARY SHARES WE MAY OFFER

This section outlines some of the provisions of a deposit agreement to govern any depositary shares, the depositary shares themselves and the depositary receipts. This information may not be complete in all respects and is qualified entirely by reference to the relevant deposit agreement and depositary receipts with respect to the depositary shares related to any particular series of Preferred Stock. The specific terms of any series of depositary shares will be described in the applicable prospectus supplement, and if so described in the prospectus supplement, the terms of that series may differ from the general description of terms presented below.

While the deposit agreement relating to a particular series of Preferred Stock may have provisions applicable solely to that series of Preferred Stock, all deposit agreements relating to Preferred Stock we issue will include the following provisions.

General

We may, at our option, elect to offer fractional shares of a series of our Preferred Stock, rather than full shares. In such event, we will issue receipts for depositary shares, each of which will represent a fraction of a share of a particular series of Preferred Stock.

The shares of any series of Preferred Stock represented by depositary shares will be deposited under a deposit agreement between us and the depositary we select. Each owner of a depositary share will be entitled to all the rights and preferences of the underlying preferred stock, including any dividend, voting, redemption, conversion and liquidation rights described in the particular prospectus supplement, in proportion to the applicable fraction of a share of preferred stock represented by such depositary share.

The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of Preferred Stock in accordance with the terms of the applicable prospectus supplement and deposit agreement.

Dividends and Other Distributions

Each time we pay a cash dividend or make any other type of cash distribution with regard to Preferred Stock of an applicable series, the depositary will distribute to the holder of record of each depositary share relating to that series of Preferred Stock an amount equal to the dividend or other distribution per depositary share the depositary receives. If there is a distribution of property other than cash, the depositary either will distribute the property to the holders of depositary shares in proportion to the depositary shares held by each of them, or the depositary will, if we approve, sell the property and distribute the net proceeds to the holders of the depositary shares in proportion to the depositary shares held by them.

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Voting

Any time we send a notice of meeting or other materials relating to a meeting to the holders of an applicable series of Preferred Stock to which depositary shares relate, the depositary will provide copies of those materials to the holders of record of the depositary shares on the record date for the meeting. The depositary will solicit voting instructions from holders of depositary shares and will vote or not vote the applicable Preferred Stock to which the depositary shares relate in accordance with those instructions.

Redemption of Depositary Shares

Whenever we redeem shares of applicable Preferred Stock held by a depositary, the depositary will be required to redeem, on the same redemption date, depositary shares constituting, in total, the number of shares of Preferred Stock held by the depositary which we redeem, subject to the depositary’s receiving the redemption price of those shares of Preferred Stock. If fewer than all the depositary shares relating to a series are to be redeemed, the depositary shares to be redeemed will be selected by lot or by another method we determine to be equitable.

Liquidation

Upon our liquidation, dissolution or winding up, the holder of each depositary share will be entitled to what the holder of the depositary share would have received if the holder had owned the number of shares (or fraction of a share) of applicable Preferred Stock which is represented by the applicable depositary share.

Conversion

If shares of an applicable series of Preferred Stock are convertible into Common Stock or other securities or property, holders of depositary shares relating to that series of Preferred Stock will, if they surrender depositary receipts representing depositary shares and appropriate instructions to convert them, receive the shares of Common Stock or other securities or property into which the number of shares (or fractions of shares) of applicable Preferred Stock to which the depositary shares relate could at the time be converted.

Amendment and Termination of a Deposit Agreement

We and the depositary may amend a deposit agreement and the form of depositary receipt, except that an amendment that materially and adversely affects the rights of holders of depositary shares, or would be materially and adversely inconsistent with the rights granted to the holders of the applicable Preferred Stock to which they relate, must be approved by holders of at least a majority of the outstanding depositary shares. We may terminate a deposit agreement at any time, as long as the depositary mails notice of termination to the record holders of depositary shares then outstanding at least 30 days prior to the date fixed for termination. Upon termination, the depositary shall deliver to each holder of depositary receipts, upon surrender of the depositary receipts held by such holder, such number of whole or fractional shares of Preferred Stock as are represented by the depositary shares evidenced by such depositary receipts, together with any other property held by the depositary with respect to such depositary receipts. A deposit agreement will automatically terminate if all outstanding depositary shares to which it relates have been redeemed, each share of applicable Preferred Stock has been converted into or exchanged for Common Stock, or the depositary has made a final distribution to the holders of the depositary shares issued under the deposit agreement upon our liquidation, dissolution or winding up.

Miscellaneous

The depositary will forward all reports and communications from us that are delivered to the depositary and that we are required to furnish to the holders of the deposited Preferred Stock.

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Neither we nor the depositary will be liable if either is prevented or delayed by law or any circumstances beyond our or its control in performing obligations under the deposit agreement. Our obligations and the obligations of the depositary under the deposit agreement will be limited to performance in good faith of the duties under the deposit agreement. We and the depositary may each rely upon written advice of counsel or accountants, or upon information provided by holders of depositary receipts believed to be competent and on documents believed to be genuine.

DESCRIPTION OF DEBT SECURITIES WE MAY OFFER

The following description briefly sets forth certain general terms and provisions of the debt securities that we may offer. If and when we offer to sell a particular series of debt securities, we will describe the particular terms of the debt securities being offered in a prospectus supplement, as well as the extent to which the following general terms and provisions may or may not apply to the debt securities.

General

We may offer debt securities in one or more series, which may be senior debt securities or subordinated debt securities and which may be convertible into another security.

Senior debt securities will be issued under an indenture, referred to, as it may supplemented or amended from time to time, as the “senior indenture,” between us and an indenture trustee to be named in the applicable prospectus supplement. Subordinated debt securities will be issued under a separate indenture, referred to, as it may supplemented or amended from time to time, as the “subordinated indenture,” between us and an indenture trustee to be named in the applicable prospectus supplement. The senior indenture and the subordinated indenture are sometimes collectively referred to in this prospectus as the “indentures.” The indentures are substantially the same except for provisions relating to subordination, which will be included only in the subordinated indenture. The indentures will be subject to and governed by the Trust Indenture Act of 1939 (“Trust Indenture Act”). A copy of the form of each of these indentures is included as an exhibit to the registration statement of which this prospectus is a part.

When we refer to “debt securities” in this prospectus, we mean both the senior debt securities and the subordinated debt securities. We have summarized certain general features of the debt securities below. The summary is not complete and the terms of our debt securities will be described in one or more prospectus supplements. You should read this summary, any accompanying prospectus supplement and the provisions of the applicable indenture in their entirety before investing in our debt securities.

Terms to be Established

The terms of each series of debt securities will be established by or pursuant to a supplemental indenture, a resolution of our board of directors, or a committee thereof, or in an officers’ certificate pursuant to authority granted by our board of directors. The particular terms of each series of debt securities will be described in a prospectus supplement relating to such series, including any pricing supplement or term sheet. The aggregate principal amount of debt securities that may be issued under the indentures is unlimited. The prospectus supplement relating to any series of debt securities that we may offer will contain the specific terms of the debt securities. These terms may include, among others, the following:

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We may issue debt securities, including original issue discount securities, at par or at a discount below their stated principal amount. Even if we do not issue the debt securities below their stated principal amount, for United States federal income tax purposes the debt securities may be deemed to have been issued with a discount because of certain interest payment characteristics. We will describe in any applicable prospectus supplement any special United States federal income tax considerations that may be applicable to any particular debt securities.

Unless we inform you otherwise in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series or any other series outstanding at the time of issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of securities under the indenture.

We expect that the indentures and the debt securities issued thereunder will be governed by the laws of the State of New York.

Forms of Debt Securities

Each debt security will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing all or a portion of the series of debt securities. Certificated securities will be issued in definitive form and global securities will be issued in registered form. Definitive securities name the holder or nominee as the owner of the security, and in order to transfer or exchange these securities, the holder or nominee must physically deliver the securities to the trustee or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities represented by these global securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.

Global Securities

Unless we inform you otherwise in an accompanying prospectus supplement, the debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in an accompanying prospectus supplement. Unless and until a global security is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. See “Description of Global Securities.”

Subordinated Debt

Holders of subordinated debt securities should recognize that contractual provisions in the subordinated debt indenture may prohibit us from making payments on those securities.

Our obligations under subordinated debt securities will be subordinated to the claims of our then-existing general creditors other than trade creditors, including claims of holders of any senior debt securities and other senior creditors. Subject to applicable law, in any voluntary or involuntary insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceeding involving us or our assets or any liquidation or winding-up of or relating to us, to the extent applicable, the rights of the holder of any subordinated debt security shall be subordinated in right of payment to the claims of holders of senior indebtedness. The subordinated debt indenture defines or will define “senior indebtedness” for purposes of particular subordinated debt securities.

Even if applicable subordination provisions prevent us from making any payment when due on the subordinated debt securities of any series, we will be in default on our obligations under that series if we do not

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make the payment when due. This means that the trustee under the subordinated debt indenture and the holders of that series will be able to take action against us, but they will not receive any money until the claims of the holders of senior debt have been fully satisfied.

DESCRIPTION OF WARRANTS WE MAY OFFER

This section outlines some of the provisions of each warrant agreement pursuant to which warrants may be issued, the warrants, and any warrant certificates. This information may not be complete in all respects and is qualified entirely by reference to any warrant agreement with respect to the warrants of any particular series. The specific terms of any series of warrants will be described in the applicable prospectus supplement. If so described in the prospectus supplement, the terms of that series of warrants may differ from the general description of terms presented below.

General

We may issue warrants for the purchase of Common Stock, Preferred Stock, depositary shares, debt securities or units, or any combination thereof, in one or more series. We may issue warrants independently or together with Common Stock, Preferred Stock, depositary shares, debt securities, rights and/or units, and the warrants may be attached to or separate from these securities.

We will evidence each series of warrants by warrant certificates that we may issue under a separate agreement. We may enter into a warrant agreement with a warrant agent. Each warrant agent may be a bank that we select which has its principal office in the United States. We may also choose to act as our own warrant agent. We will indicate the name and address of any such warrant agent in the applicable prospectus supplement relating to a particular series of warrants.

We will describe in the applicable prospectus supplement the terms of any particular series of warrants, including:

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Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.

Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants.

DESCRIPTION OF RIGHTS WE MAY OFFER

This section describes the general terms of rights to purchase Common stock or other securities that we may offer using this prospectus. Further terms of the rights and any rights agreement will be described in the applicable prospectus supplement. The following description and any description of the rights in a prospectus supplement may not be complete and is subject to and qualified in its entirety by reference to the terms of any agreement relating to the rights.

Rights may be issued independently or together with any other security and may or may not be transferable. The prospectus supplement relating to any rights we offer will describe the specific terms of the offering and the rights, including, among other terms:

Prior to the exercise of rights, holders of rights will not have or be entitled to any of the rights of holders of the securities purchasable upon the exercise of the rights, including without limitation, the right to vote or receive dividends or other distributions on securities purchasable upon exercise of such rights.

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DESCRIPTION OF UNITS WE MAY OFFER

We may offer two or more of the securities described in this prospectus in the form of a “unit,” including pursuant to a unit agreement. The unit may be transferable only as a whole, or the securities comprising a unit may, as described in the applicable prospectus supplement, be separated and transferred by the holder separately. There may or may not be an active market for units or the underlying securities, and less than all or none of the securities comprising a unit may be listed or traded on a securities exchange or market. Units will consist of any combination of two or more of the other securities described in this prospectus.

LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE

In this section, we describe special considerations that will apply to registered securities issued in global—i.e., book-entry—form. First we describe the difference between legal ownership and indirect ownership of registered securities. Then we describe special provisions that apply to global securities.

Who Is the Legal Owner of a Registered Security?

Each share of Common Stock, share of Preferred Stock, depositary share, debt security, warrant, right and unit in registered form will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of securities. We refer to those who have securities registered in their own names, on the books that we or the transfer agent, trustee, warrant or rights agent, or other agent maintain for this purpose, as the “holders” of those securities. These persons will be the legal holders of the securities. We refer to those who, indirectly through others, own beneficial interests in securities that are not registered in their own names as indirect owners of those securities. As we discuss below, indirect owners will not be legal holders, and investors in securities issued in book-entry form or in street name will be indirect owners.

Book-Entry Owners

We will issue each security in book-entry form only, unless we specify otherwise in the applicable prospectus supplement. This means securities will be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.

Under each indenture, only the person in whose name a security is registered will be recognized as the holder of that security. Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the securities and we will make all payments on the securities, including deliveries of any property other than cash, to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.

As a result, investors will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect owners, and not holders, of the securities.

Street Name Owners

In the future we may terminate a global security or issue securities initially in non-global form. In these cases, investors may choose to hold their securities in their own names or in street name. Securities held by an

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investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.

For securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities and we will make all payments on those securities, including deliveries of any property other than cash, to them. These institutions pass along the payments they receive to their customers who are the beneficial owners but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect owners, not holders, of those securities.

Legal Holders

Our obligations, as well as the obligations of the trustee under any indenture and the obligations, if any, of any warrant, rights, or unit agents and any other third parties employed by us, the trustee or any of those agents, run only to the holders of the securities. We have no obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect owner of a security or has no choice because we are issuing the securities only in global form.

For example, once we make a payment or give a notice to the holder, we have no further responsibility for that payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect owners but does not do so. Similarly, if we want to obtain the approval of the holders for any purpose—e.g., to amend the indenture for a series of debt securities or warrants or the warrant or rights agreement for a series of warrants or rights or to relieve us of the consequences of a default or of our obligation to comply with a particular provision of an indenture—we would seek the approval only from the holders, and not the indirect owners, of the relevant securities. Whether and how the holders contact the indirect owners is up to the holders.

When we refer to “you” in this prospectus, we mean those who invest in the securities being offered by this prospectus, whether they are the holders or only indirect owners of those securities. When we refer to “your securities” in this prospectus, we mean the securities in which you will hold a direct or indirect interest.

Special Considerations for Indirect Owners

If you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:

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