amount of New Notes for each $1,000 principal amount exchanged (the “Exchange Offer Consideration”), plus an early exchange premium of $50 aggregate principal amount of New Notes for each $1,000 principal amount exchanged (the “Early Exchange Premium,” and together with the Exchange Offer Consideration, the “Total Early Exchange Consideration”). Eligible Holders who validly tender Old Notes after the Early Participation Date, but at or prior to the expiration date of the exchange offer and consent solicitation, will receive the applicable consideration described above minus the applicable Early Exchange Premium. Each holder whose Old Notes are accepted for exchange by us will receive interest, if any, that has accrued from the most recent interest payment date in respect of the Old Notes up to but not including the settlement date.
The exchange offer and consent solicitation will expire at 11:59 p.m., New York City time, on November 27, 2018, unless extended by Oncor. Tenders of Old Notes submitted in the exchange offer and consent solicitation may be validly withdrawn at any time prior to 5:00 p.m. New York City time on November 9, 2018 (the “Withdrawal Date”), and such tenders will be irrevocable thereafter, except in certain limited circumstances where additional withdrawal rights are required by law.
Consummation of the exchange offer and consent solicitation is subject to a number of conditions, including the issuance of the original New Notes and the absence of certain adverse legal and market developments. Oncor will not receive any cash proceeds from the exchange offer.
The New Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the foregoing notes. The exchange offer and consent solicitation are being made solely by the offering memorandum and related consent and letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law. This announcement is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933.
Documents relating to the exchange offer and consent solicitation will only be distributed to holders of Old Notes who complete and return a letter of eligibility confirming that they are Eligible Holders. The complete terms and conditions of the exchange offer and consent solicitation are described in the offering memorandum and related consent and letter of transmittal, copies of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the exchange offer and consent solicitation, at (866)294-2200 (toll-free) or (212)430-3774 (collect). The eligibility form is available electronically at:http://gbsc-usa.com/eligibility/oncor.
This announcement does not constitute an offer or solicitation to participate in the exchange offer in any jurisdiction in which it is unlawful to make such an offer.
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