In order to participate in the consent solicitation, a holder must deliver its consent in advance of the expiration time, which is 5:00 p.m., New York City time, on October 3, 2018 (unless extended or terminated by the Company).
Beneficial owners who wish to participate in the consent solicitation must promptly instruct their brokers, dealers, custodians or other intermediaries to deliver a consent on its behalf to the tabulation agent in accordance with The Depository Trust Company’s Automated Tender Offer Program’s procedures, in advance of the expiration time as such brokers, dealers, custodians or other intermediaries will require an earlier deadline to receive their instructions.
Subject to receiving the requisite consents and satisfaction or waiver of all of the conditions to the consent solicitation, any holder who validly delivers (and does not validly revoke) its consent prior to the expiration of the consent solicitation will receive a consent fee consisting of a cash payment of $2.50 per $1,000 aggregate principal amount of their notes. The Company expects that such consent fee will be paid to such holders as promptly as practicable following the satisfaction or waiver of all of the conditions to the consent solicitation, at which time the proposed amendments will become operative.
Holders of any series of notes may revoke their consents at any time prior to the time the supplemental indenture for such series of notes is executed. If the consent solicitation is withdrawn or otherwise not completed for any reason, the consent fee will not be paid or payable.
The proposed amendments will be effected through supplemental indentures to the indenture governing the notes, to be executed and delivered promptly following receipt of the requisite consents for a particular series of notes. These supplemental indentures may be executed prior to the expiration of the consent solicitation if the requisite consents are received before then.
Upon receipt of the requisite consents form all series of notes, any executed supplemental indentures will bind all holders of notes, including those that did not give their consent. Holders who do not deliver consents prior to the expiration of the consent solicitation will not receive the consent fee. The proposed amendments will become operative upon payment of the consent fee. Regardless of whether the proposed amendments become effective or operative, the notes will remain outstanding in accordance with all other terms of the notes and the indenture.
