Notes after the Early Tender Time but at or prior to the Expiration Time (as defined below) will only be eligible to receive the applicable “Tender Offer Consideration” for such series set forth in the table above, which is the applicable Total Consideration minus the Early Tender Premium.
All Notes validly tendered and accepted for purchase pursuant to the Tender Offers will, in addition, receive accrued and unpaid interest from the applicable last interest payment date to, but not including, the applicable Settlement Date.
The Tender Offers will expire at 11:59 p.m., New York City time, on December 11, 2019, unless extended or earlier terminated by the Company (the “Expiration Time”). Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on November 26, 2019, unless extended by the Company (such date and time, as it may be extended, the “Withdrawal Time”). Holders who tender their Notes after the Withdrawal Time, but prior to the Expiration Time, may not withdraw their Notes unless withdrawal rights are required by applicable law.
Assuming acceptance for purchase by the Company of Notes validly tendered, (i) payment for Notes tendered at or prior to the Early Tender Time will be made on a settlement date expected to be the business day following the Early Tender Time, or as promptly as practicable thereafter (the “Early Settlement Date”) and (ii) payment for Notes tendered after the Early Tender Time but at or prior to the Expiration Time will be made on a settlement date expected to be the business day following the Expiration Time, or as promptly as practicable thereafter (the “Final Settlement Date” and, together with the Early Settlement Date, each, a “Settlement Date”).
Notes accepted for payment on any Settlement Date will be accepted in accordance with the “Acceptance Priority Levels” set forth in the table above (with 1 being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level), provided that the Company will only accept for purchase Notes in an aggregate principal amount up to the Tender Cap, and provided further that Notes tendered at or prior to the Early Tender Time will be accepted for purchase with priority over Notes tendered after the Early Tender Time, regardless of Acceptance Priority Level.
Acceptance of tenders of Notes may be subject to proration if the aggregate principal amount of tendered Notes would cause the Tender Cap to be exceeded. Furthermore, if the Tender Offers with respect to the Notes are fully subscribed as of the Early Tender Time, Holders who tender Notes after the Early Tender Time will not have any of such Notes accepted for purchase, unless, subject to proration, the Company increases the Tender Cap, which the Company is entitled to do at the Company’s sole discretion.
