Redemption Provisions: | | The 2025 Notes are redeemable at the Company’s option, at any time in whole or from time to time in part, prior to February 11, 2025 (the “2025 Notes Par Call Date”), and the 2030 Notes are redeemable at the Company’s option, at any time in whole or from time to time in part, prior to December 11, 2029 (the “2030 Notes Par Call Date”; the 2025 Notes Par Call Date and the 2030 Notes Par Call Date are hereinafter sometimes called, individually, a “Par Call Date”), in each case at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes of the applicable series to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes of such series to be redeemed (exclusive of accrued and unpaid interest to the applicable redemption date) that would be due if the Notes of such series matured on the Par Call Date for the Notes of such series, discounted to such redemption date on a semi-annual basis (assuming a360-day year consisting of twelve30-day months) at the Treasury Rate plus 20 basis points in the case of the 2025 Notes or 30 basis points in the case of the 2030 Notes, plus, in the case of both clauses (i) and (ii) above, accrued and unpaid interest, if any, on the principal amount of the Notes of such series being redeemed to such redemption date. The 2025 Notes are redeemable at the Company’s option, at any time in whole or from time to time in part, on and after the 2025 Notes Par Call Date, and the 2030 Notes are redeemable at the Company’s option, at any time in whole or from time to time in part, on and after the 2030 Notes Par Call Date, in each case at a redemption price equal to 100% of the principal amount of the Notes of the applicable series to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Notes of such series being redeemed to the applicable redemption date. For additional information, including the definition of “Treasury Rate” and other relevant terms, see “Description of Notes – Optional Redemption” in the Preliminary Prospectus Supplement. |
Change of Control Triggering Event: | | If a Change of Control Triggering Event (as defined in the Preliminary Prospectus Supplement) occurs with respect to the Notes of any series, the Company will be required, subject to certain exceptions, to offer to repurchase the Notes of such series at a price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the applicable Change of Control Payment Date (as defined in the Preliminary Prospectus Supplement). The provisions of the Notes of each series that may require us to offer to purchase Notes of such series upon the occurrence of a Change of Control Triggering Event with respect to the Notes of such series, and what constitutes a Change of Control Triggering Event with respect to the Notes of any series, are subject to important exceptions and limitations and you should carefully review the information appearing under the headings “Risk Factors” and “Description of Notes—Change of Control Triggering Event” in the Preliminary Prospectus Supplement for additional information and for the definitions of “Change of Control Triggering Event,” “Change of Control Payment Date” and other relevant terms. |
