Pro Forma Ratio of Earnings to Fixed Charges. The following paragraph supersedes and replaces in its entirety the second paragraph appearing after footnote (a) on page S-16 of the Preliminary Prospectus. Language deleted from the paragraph is in strikeout and language added to the paragraph is in bold and underlined. On a pro forma basis after giving effect to this offering and the use of proceeds therefrom, including the repayment of outstanding borrowings under our Reserve-Based Credit Facility, as set forth in “Use of Proceeds,” earnings would have been inadequate to cover fixed charges by $26.8 million and $167.6 million for the three months ended March 31, 2013 and year ended December 31, 2012, respectively, and earnings would have been inadequate to cover combined fixed charges and distributions on the Series A Preferred Units by $27.8 million and $171.9 million, respectively.
Pro Forma Ratio of Earnings to Fixed Charges. The following disclosure is hereby added as the last paragraph of “Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Stock Dividends” on page S-17: For the six months ended June 30, 2012 and the year ended December 31, 2011, our consolidated ratio of earnings to fixed charges, giving effect to this offering, would have been 6.93 and 6.01, respectively. Use of Proceeds The following disclosure under “Use of Proceeds” on page S-18 and each other location where it appears in the Preliminary Prospectus Supplement is amended to read as follows: We expect the net proceeds from this offering to be approximately $688.6 million, after deducting estimated fees and expenses (including underwriting discounts and commissions). We intend to use the net proceeds from this offering to repay a portion of the outstanding borrowings under our credit facility.
Pro Forma Ratio of Earnings to Fixed Charges. Because the proceeds of this offering will be used to repay indebtedness and, when aggregated with the offering of our $325 million principal amount of 10¼% senior notes due 2014, our ratio of our earnings to fixed charges would change by ten percent or more, we are presenting our pro forma ratio below. In computing the pro forma ratio, the historical ratio is adjusted by the pro forma interest expense (net) amount calculated as follows:
Pro Forma Ratio of Earnings to Fixed Charges. For the six months ended June 30, 2012 and the year ended December 31, 2011, our ratio of earnings to fixed charges, on an as adjusted basis giving effect to this offering, would have been 17.0 and 22.0, respectively. As Adjusted Indebtedness As of June 30, 2012, on an as adjusted basis after giving effect to the issuance and sale of the notes and the application of the net proceeds therefrom, we would have had (i) total debt outstanding in the principal amount of approximately $1,147.3 million, consisting of the notes offered hereby, approximately $100 million of outstanding borrowings under our revolving credit facility, approximately $214.4 million of outstanding commercial paper borrowings and approximately $34.0 million of other debt (including a $7.3 million capital lease), (ii) approximately $1,185.6 million in remaining availability under our revolving credit facility and (iii) no indebtedness contractually subordinated to the notes. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (XXXXX) on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000 or X.X. Xxxxxx Securities LLC at (000) 000-0000. EXHIBIT C ISSUER GENERAL USE FREE WRITING PROSPECTUSES
Pro Forma Ratio of Earnings to Fixed Charges. The following disclosure is hereby added as the last paragraph of “Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Stock Dividends” on page S-18: For the year ended December 31, 2011, our consolidated ratio of earnings to fixed charges, on an as adjusted basis to give effect to this offering, would have been 6.26. Use of Proceeds The following disclosure under “Use of Proceeds” on page S-19 and each other location where it appears in the preliminary prospectus supplement is amended to read as follows: We expect the net proceeds from this offering to be approximately $590.1 million, after deducting estimated fees and expenses (including underwriting discounts and commissions). We intend to use the net proceeds from this offering to repay a portion of the outstanding borrowings under our credit facility.
Pro Forma Ratio of Earnings to Fixed Charges. As adjusted to give effect to the issuance of the notes in this offering and the application of the net proceeds from this offering as described in “Use of Proceeds” in the prospectus supplement, and assuming the offering had been completed on (i) January 1, 2012, our ratio of earnings to fixed charges would have been 4.56x for the six months ended June 30, 2012 and (ii) January 1, 2011, our ratio of earnings to fixed charges would have been 3.21x for the year ended December 31, 2011. The issuer has filed a registration statement (including a base prospectus dated June 4, 2012) and a preliminary prospectus supplement dated August 16, 2012 with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, when available, if you request it by calling Citigroup Global Markets, Inc. at 0-000-000-0000.
