In addition to the Tender Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for purchase pursuant to the Offers on the Early Settlement Date (as defined herein) or the Final Settlement Date (as defined herein), as applicable, will also receive accrued and unpaid interest on such Notes from the last interest payment date with respect to the Notes to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable (with respect to each series of Notes, the “Accrued Interest”).
The Company expressly reserves the right, but is under no obligation, to increase or decrease the Maximum Amount at any time, subject to applicable law. This could result in the Company purchasing a greater or lesser aggregate principal amount of Capped Notes in the Offers. There can be no assurance that the Company will exercise its right to increase or decrease the Maximum Amount. For the avoidance of doubt the Offer with respect to the 2020 Notes is not subject to the Maximum Amount or the Acceptance Priority Levels and any 2020 Notes validly tendered and accepted for purchase pursuant to the such Offer will be purchased on the applicable Settlement Date.
Validly tendered Notes may be withdrawn with respect to an Offer for any series of Notes at or prior to, and not thereafter (subject to applicable law), 5:00 p.m., New York City time, on October 26, 2020, unless extended by the Company in its sole discretion, (the “Withdrawal Deadline”).
The Company intends to accept (i) any and all 2020 Notes validly tendered at or prior to the Early Tender Time, subject to the terms of the Offer to Purchase, and (ii) Capped Notes validly tendered at or prior to the Early Tender Time, subject to the terms of the Offer to Purchase, including the Maximum Amount, the Acceptance Priority Level and proration. Payment in cash of an amount equal to the applicable Total Consideration, plus the applicable Accrued Interest, for such accepted Notes will be paid on the settlement date, which is expected to be within three business days of the Early Tender Time or as promptly as practicable thereafter (the settlement date of such purchase being referred to as the “Early Settlement Date”), subject to all conditions to the Offer having been either satisfied or waived by the Company.
The Company intends to accept (i) any and all 2020 Notes validly tendered after the Early Tender Time, but prior to the Expiration Time, subject to the terms of the Offer to Purchase, and (ii) Capped Notes validly tendered after the Early Tender Time, but prior to the Expiration Time, subject to the terms of the Offer to Purchase, including the Maximum Amount, the Acceptance Priority Level and proration. Payment in cash of an amount equal to the applicable Tender Consideration, plus the applicable Accrued Interest, for such accepted Notes will be paid on the settlement date, which is expected to be within three business days of the Expiration Time or as promptly as practicable thereafter (the settlement date of such purchase being referred to as the “Final Settlement Date”; the Final Settlement Date and the Early Settlement Date each being referred to as a “Settlement Date”), subject to all conditions to the Offer having been either satisfied or waived by the Company. For the avoidance of doubt, interest will cease to accrue on the applicable Settlement Date for Notes accepted in the Offers.
Accordingly, if the aggregate principal amount of Capped Notes validly tendered at or before the Early Tender Time results in an Aggregate Purchase Price that equals or exceeds the Maximum Amount, the Company will not accept for purchase any Capped Notes tendered after the Early Tender Time unless the Maximum Amount is increased, and any Capped Notes tendered on or prior to the Early Tender Time and accepted for purchase will be accepted on a prorated basis such that the Aggregate Purchase Price equals the Maximum Amount (subject to rounding down to the nearest $1,000). However, if the Offers with respect to the Capped Notes are not fully subscribed as of the Early Tender Time such that the Aggregate Purchase Price of Capped Notes validly tendered does not equal at least the Maximum Amount as of the applicable Early Tender Time, Capped Notes validly tendered at or before the applicable Early Tender Time will be accepted for purchase in priority to Capped Notes tendered after the applicable Early Tender Time, even if such Capped Notes tendered after the applicable Early Tender Time have a higher Acceptance Priority Level than Capped Notes tendered prior to the applicable Early Tender Time.
Each Offer is a separate offer, and each may be individually amended, extended, terminated or withdrawn, subject to certain conditions and applicable law, at any time in the Company’s sole discretion, and without amending, extending, terminating or withdrawing any other Offer. No Offer is conditioned upon any minimum principal amount of Notes of any series being tendered nor the consummation of any other Offer. Additionally, notwithstanding any other provision of the Offers, the Company’s obligation to accept for purchase, and to pay for, any of the Notes validly tendered pursuant to the Offers is subject to the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, and the Company expressly reserves its right, subject to applicable law, to terminate any Offer at any time.
The Offers are being made pursuant to the terms and conditions contained in the Offer to Purchase, copies of which may be requested from the information agent for the tender offer, D.F. King & Co., Inc., at (800) 967-5051 (Toll-Free) or (212) 269-5550, by email at transocean@dfking.com or via the following web address:
