The “Withdrawal Deadline” was 5:00 p.m., New York City time, on December 22, 2023. Accordingly, holders may no longer withdraw Existing Notes tendered in the Exchange Offer.
The Exchange Offer and the Solicitation of Consents will expire at 5:00 p.m., New York City time, on January 10, 2024 (the “Expiration Deadline”), unless extended or earlier terminated by the Issuers, in their sole discretion. The Company currently expects the settlement of the Exchange Offer and the Solicitation of Consents to be on January 16, 2024 (the “Settlement Date”), which is the third business day after the Expiration Deadline.
Eligible Holders who validly tendered Existing Notes and delivered Consents, and did not validly revoke such tenders and Consents, on or prior to the Early Participation Deadline and whose Existing Notes are accepted for exchange by the Issuers will receive, on the Settlement Date, for each $1,000 aggregate principal amount of Existing Notes, $1,000 (which amount includes the Early Participation Premium (as defined below) and the Early Exchange Consideration (as defined below), the “Total Consideration”), a portion of which will be payable in cash and the remainder of which will be payable in principal amount of New Notes.
The Early Participation Premium for each $1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline is equal to $50 principal amount of New Notes, payable on the Settlement Date (the “Early Participation Premium”).
The Early Exchange Consideration for each $1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline is equal to $950 consisting of (i) an amount of cash equal to $100.0 million divided by the aggregate amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline, multiplied by $1,000 plus (ii) an amount of New Notes equal to $950 less the cash consideration amount determined under clause (i) (the “Early Exchange Consideration”).
The aggregate cash consideration payable as part of the Early Exchange Consideration to all Eligible Holders whose Existing Notes were validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline and whose Existing Notes are accepted for exchange will equal an aggregate of $100 million that will be paid on a pro rata basis to all Eligible Holders whose Existing Notes were validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline, and accepted for exchange. If all $623,389,000 in the aggregate amount of Existing Notes that were validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline are accepted for purchase, each Eligible Holder will receive, for each $1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn on or prior to the Early Participation Deadline), approximately $160 in cash and approximately $840 in aggregate principal amount of New Notes. Notwithstanding the foregoing, we will not accept any tender of Existing Notes that would result in the issuance of less than the minimum denomination of $2,000 in principal amount of New Notes. As a result, the actual amount of Existing Notes accepted in the Exchange Offer and the portion of the cash consideration and amount of New Notes that Eligible Holders will receive in exchange for the Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline may differ from the description above. The terms of the New Notes have been modified such that the New Notes will be issued in minimum denominations of $2,000 and any integral multiples of $1.00 in excess of $2,000.
Eligible Holders who validly tender Existing Notes and deliver Consents, and do not validly revoke such tenders and Consents, after the Early Participation Deadline and on or prior to the Expiration Deadline, and whose Existing Notes are accepted for exchange by the Issuers will receive for each $1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn), $950 aggregate principal amount of New Notes.
Eligible Holders whose Existing Notes are accepted for exchange will be paid accrued and unpaid interest on such Existing Notes from, and including, the most recent date on which interest was paid on such Holder’s Existing Notes to, but not including, the Settlement Date (the “Accrued Interest”), payable on the Settlement Date. Accrued Interest will be paid in cash on the Settlement Date. Interest will cease to accrue on the Settlement Date for all Existing Notes accepted for exchange in the Exchange Offer.
Our obligation to accept Existing Notes tendered pursuant to the Exchange Offer and Consents delivered pursuant to the Solicitation is subject to the satisfaction of certain conditions described in the Exchange Offer Memorandum, which include (i) the satisfaction of the Minimum Exchange Condition prior to the Expiration Deadline, (ii) the receipt of the Consents from the Required Holders prior to the Expiration Deadline, and (iii) certain other customary conditions. The Minimum Exchange Condition has been met as of the Early Participation Deadline, and we have received Consents from the Required Holders.
