Holders of the Notes that are validly tendered at or prior to the Consent Deadline and not properly withdrawn prior to the Withdrawal Deadline, and are accepted for purchase, will receive the total consideration, in the amount of (i) $1,012.00 per $1,000 of principal amount of the 2024 Senior Notes, and (ii) $1,020.42 per $1,000 principal amount of the 2025 Senior Notes, which, in each case, includes a consent payment of $30.00 per $1,000 of principal amount of Notes.
Holders of the Notes that are validly tendered after the Consent Deadline, but on or prior to the Expiration Date and not properly withdrawn prior to the Withdrawal Deadline, and are accepted for purchase, will receive only the tender offer consideration, in the amount of (i) $982.00 per $1,000 of principal amount of the 2024 Senior Notes, and (ii) $990.42 per $1,000 principal amount of the 2025 Senior Notes.
Payment for Notes validly tendered at or prior to the Consent Deadline and not properly withdrawn prior to the Withdrawal Deadline, and are accepted for purchase, may be made at the option of Suburban promptly after the Consent Deadline. Payment for Notes validly tendered after the Consent Deadline and on or prior to the Expiration Date and not properly withdrawn prior to the Withdrawal Deadline, and are accepted for purchase, will be made promptly after the Expiration Date. The early settlement date is expected to be May 24, 2021. In addition to the total consideration or tender offer consideration, as applicable, holders whose Notes are accepted for purchase will also receive accrued and unpaid interest up to, but not including, the early settlement date or final settlement date, as applicable.
In connection with the offer to purchase, Suburban is soliciting consents to certain proposed amendments to the indenture governing the 2024 Senior Notes (the “2024 Indenture”) and the indenture governing the 2025 Senior Notes (the “2025 Indenture”), in each case, to, among other changes, eliminate substantially all of the restrictive covenants, certain events of default and related provisions with respect to the Notes, and shorten the minimum notice period for redemptions of the Notes to three business days. Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes in the Offer and may not validly revoke consents prior to the date that the supplemental indentures effecting the amendments described above become effective (such date, the “Indenture Date”) without validly withdrawing the previously tendered Notes to which such consents relate. Following the Indenture Date, previously delivered Consents may no longer be revoked. The completion of the Offer and the New Notes Offering (as defined below) are not conditioned on the receipt of the requisite consents or any minimum amount of Notes being tendered.
Suburban intends to fund the purchase of the Notes tendered in the Offer with the net proceeds from a concurrent offering (the “New Notes Offering”), in a transaction exempt from registration under the Securities Act of 1933, as amended, by Suburban, of $650,000,000 aggregate principal amount of Senior Notes due 2031 (the “New Notes”), together with a combination of cash on hand and borrowings under a revolving credit facility. Suburban’s obligations to accept for purchase, and to pay for, the applicable Notes validly tendered pursuant to the Offer is subject to (1) consummation of the New Notes Offering and (2) certain other customary conditions.
If the Offer is not consummated, or if Suburban purchases less than all of the outstanding 2024 Notes in the Offer, Suburban currently intends to exercise its right to redeem any 2024 Notes that remain outstanding, although it has no legal obligation to the holders of the 2024 Notes to do so and the selection of any particular redemption date is at its sole discretion. This statement of intent shall not constitute a notice of redemption under the 2024 Indenture. Any such notice, if made, will only be made in accordance with the provisions of the 2024 Indenture.
Concurrently with the commencement of the Offer, Suburban issued a conditional notice of redemption to the holders of the outstanding 2025 Notes, which provides for the redemption on June 9, 2021 of all outstanding 2025 Notes not purchased pursuant to the Offer at a redemption price equal to 101.917% of the principal amount thereof, plus accrued and unpaid interest, to, but not including, June 9, 2021. This press release is not a notice of redemption under the 2025 Indenture. Any such notice, if made, will only be made in accordance with the provisions of the 2025 Indenture.
