The Company expects pricing to be set at 10:00 a.m. today, New York City time. The Company expects the Early Settlement Date to occur on March 21, 2022, the second business day after the Early Tender Time. The Offer will expire at 11:59 p.m., New York City time, on March 31, 2022 (such time and date, as it may be extended, the “Expiration Time”), unless extended or earlier terminated by the Company. The Company expects the Final Settlement Date to occur on April 4, 2022.
The Company’s obligation to accept for purchase and to pay for Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver, in the Company’s discretion, of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the Company’s successful completion of its previously announced offering of its new senior notes, which is expected to occur on March 18, 2022. The complete terms and conditions of the Offer are set forth in the Offer to Purchase. Holders of the Notes are urged to read the Offer to Purchase carefully.
The applicable “Total Consideration” for each $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Notes specified in the table above plus the yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above at 10:00 a.m., New York City time, on March 18, 2022. Holders of any Notes that are validly tendered after the applicable Early Tender Time but prior to or at the Expiration Time and that are accepted for purchase will receive the applicable Total Consideration minus an early tender payment of $30 per $1,000 principal amount of such Notes tendered (the “Tender Offer Consideration”).
To the extent that all of the outstanding Notes are not tendered and purchased in the Offer, the Company intends, but is not obligated, to use a portion of any remaining net proceeds from its contemplated offering of new senior notes to redeem all or a portion of the remaining Notes.
The Company has retained D.F. King & Co., Inc. (“D.F. King”) as the tender agent and information agent for the Offer. The Company has retained Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC as dealer managers for the Offer.
Holders who would like additional copies of the Offer to Purchase may call or email the information agent, D.F. King at (877) 864-5060 or spgi@dfking.com. Copies of the Offer to Purchase are also available at the following website: www.dfking.com/spgi. Questions regarding the terms of the Offer should be directed to Goldman Sachs & Co. LLC at 200 West Street, New York, NY 10282, telephone (800) 828-3182 (toll-free), (212) 902-6351 (collect), Attn: Liability Management, J.P. Morgan Securities LLC at 383 Madison Avenue, New York, NY 10179, telephone: (866) 834-4666 (toll-free), (212) 834-4045 (collect) or Mizuho Securities USA LLC at 1271 Avenue of the Americas, New York, NY 10020, telephone (866) 271-7403 (toll-free), (212) 205-7736 (collect).
This press release shall not constitute an offer to buy or a solicitation of an offer to sell any Notes. The Offer is being made solely pursuant to the Offer to Purchase. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by Goldman Sachs & Co. LLC, J.P. Morgan Securities. LLC, Mizuho Securities USA LLC or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.