The applicable consideration (the “Total Consideration”) offered per $1,000 principal amount of Notes of each series validly tendered and accepted for purchase pursuant to the applicable Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable “Fixed Spread” for such Notes specified in the table above plus the applicable yield to maturity based on thebid-side price of the applicable “U.S. Treasury Reference Security” specified in the tables above as quoted on the applicable page on the Bloomberg Bond Trader at 11:00 a.m., New York City time, on the first business day following the Early Tender Date which is expected to be February 18, 2020. The “Tender Offer Consideration” is equal to the Total Consideration minus the Early Tender Payment.
The Tender Offers will expire on the applicable Expiration Date. For Securities that have been validly tendered on or prior to the applicable Early Tender Date, the Company will have the option for settlement to occur on an early settlement date, which is to be determined at the Company’s option and may be as early as the fourth business day after the Early Tender Date, or February 21, 2020, assuming the conditions to the satisfaction of the applicable Tender Offer are satisfied. There can be no assurances that the Company will elect to have an Early Settlement Date to effect an early settlement. The settlement date for Notes that are validly tendered following the Early Tender Date but on or prior to the Expiration Date is expected to be March 3, the first business day following the Expiration Date.
Notes that are validly tendered may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on February 14, 2020 (unless extended, the “Withdrawal Deadline”). After such time Notes may not be withdrawn unless the Company extends the Withdrawal Deadline.
The Company may also from time to time, after completion of the applicable Tender Offer, purchase additional Notes in the open market, in privately negotiated transactions, through tender or exchange offers or otherwise, or the Company may redeem Notes that are redeemable pursuant to their terms.
The Company’s obligation to accept for payment and to pay for the Notes validly tendered in the Tender Offers is not subject to any minimum tender condition but is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase, including the financing condition that the Company shall have closed one or more debt financings resulting in net proceeds in an amount not less than the amount required, upon the terms and subject to the conditions of the applicable Tender Offer, to purchase all the Notes validly tendered and accepted for purchase in the Tender Offers and to pay accrued interest thereon and fees and expenses associated therewith. The Company reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offers; (ii) extend or terminate the Tender Offers; or (iii) otherwise amend any of the Tender Offers in any respect.
Information Relating to the Tender Offers
Barclays Capital Inc. and Morgan Stanley & Co. LLC are acting as the dealer managers (the “Dealer Managers”) for the Tender Offers. The information agent and tender agent is D.F. King & Co., Inc. (“DFK”). Copies of the Offer to Purchase and related offering materials are available by contacting DFK at (800)290-6432 (U.S. toll-free) or (212)269-5550 (banks and brokers). Questions regarding the Tender Offers should be directed to Barclays Capital Inc., Liability Management Group at (212)528-7581 (collect) or (800)438-3242 (toll free) or Morgan Stanley & Co. LLC, Liability Management Group at (212)761-1057 (collect) or (800)624-1808 (toll-free).