Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable settlement date for such Notes accepted for purchase. The settlement date for Notes that are validly tendered on or prior to the Early Tender Deadline is expected to be October 23, 2020, the second business day after the Tender Offer Price Determination Date (the “Early Settlement Date”). The settlement date for Notes that are tendered following the Early Tender Deadline but on or prior to the Expiration Date is expected to be November 6, 2020, the second business day following the Expiration Date (the “Final Settlement Date”), assuming the Aggregate Tender Cap is not purchased on the Early Settlement Date.
Subject to the Aggregate Tender Cap, Tender SubCaps and proration, if applicable, all Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline having a higher Acceptance Priority Level (with 1 being the highest) will be accepted before any tendered Notes having a lower Acceptance Priority Level (with 18 being the lowest), and all Notes validly tendered following the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Notes tendered following the Early Tender Deadline having a lower Acceptance Priority Level. However, even if the Tender Offers are not fully subscribed as of the Early Tender Deadline, subject to the Aggregate Tender Cap and Tender SubCaps, Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be accepted for purchase in priority to other Notes tendered following the Early Tender Deadline even if such Notes tendered following the Early Tender Deadline have a higher Acceptance Priority Level than Notes tendered on or prior to the Early Tender Deadline.
When proration of a series of tendered Notes is required, the aggregate principal amount of Notes tendered by a holder of the Notes in that series will be multiplied by the proration rate and then rounded down to the nearest $1,000 increment. The proration rate used will be that percentage, such that the aggregate principal amount of Notes of a series that are accepted for purchase comes nearest to but does not exceed the lower of (1) the applicable Tender SubCap, if any, and (2) the maximum principal amount of Notes of such series that may be accepted for purchase in accordance with the Acceptance Priority Levels without exceeding the Aggregate Tender Cap. If after applying the proration rate as described above, the holder is entitled to a credit or return of a portion of its tendered Notes of a series which is less than the applicable Authorized Denomination (as defined in the Offer to Purchase), then all or none (at the Company’s sole discretion) of the Notes of such series tendered by the holder will be accepted without proration. In no event will the aggregate principal amount of any series of Notes accepted for purchase in a Tender Offer exceed the applicable Tender SubCap, if any, and in no event will the aggregate principal amount of all series of Notes purchased pursuant to the Tender Offers exceed the Aggregate Tender Cap.
The Company’s obligation to accept for purchase and to pay for the Notes validly tendered in the Tender Offer is conditioned on the satisfaction or waiver of the conditions described in the Offer to Purchase, including a financing condition and certain other general conditions described in the Offer to Purchase. The Company reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offers; (ii) extend or terminate the Tender Offers; (iii) increase, decrease or eliminate one or more of the Tender SubCaps or increase or decrease the Aggregate Tender Cap; or (iv) otherwise amend the Tender Offers in any respect.
Information Relating to the Tender Offers
Barclays Capital Inc. and Wells Fargo Securities, LLC are acting as the lead dealer managers for the Tender Offers, and Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are acting as co-dealer managers. The information agent and tender agent is D.F. King & Co., Inc. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting D.F. King & Co., Inc. at (800) 884-4725 (toll-free), (212) 269-5550 (banks and brokers) or lowes@dfking.com. Questions regarding the Tender Offer should be directed to Barclays, Liability Management Group, at (212) 528-7581 (collect), (800) 438-3242 or us.lm@barclays.com or Wells Fargo Securities, Liability Management Group, at (704) 410-4759 (collect), (866) 309-6316 (toll-free) or liabilitymanagement@wellsfargo.com. This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only pursuant to an Offer to Purchase dated October 7, 2020 and a related Letter of Transmittal, which set forth the terms and conditions of the Tender Offers, and only in such jurisdictions as is permitted under applicable law.
Disclosure Regarding Forward-Looking Statements
Included herein are forward-looking statements, including statements with respect to an anticipated financing and any repayment of debt. There are many factors that affect management’s views about future events and trends of the business and operations of the Company, all as more thoroughly described in the Company’s filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking information included in this release or any of its public filings.
