The “Tender Offer Consideration” payable for each series of Notes will be a price per $1,000 principal amount of such series of Notes equal to the applicable Total Consideration for that series of Notes minus the applicable Early Tender Premium.
In addition to the Total Consideration or the Tender Offer Consideration (as applicable), Holders whose Notes are accepted for purchase in the Offer will also be paid a cash amount equal to the accrued and unpaid interest on the Notes, from, and including, the immediately preceding interest payment date (a) up to, but excluding, the Early Settlement Date, payable on the Early Settlement Date or (b) up to, but excluding, the Final Settlement Date, payable on the Final Settlement Date, as applicable, rounded to the nearest cent per $1,000 principal amount of Notes (such cash amount, the “Accrued Interest”).
Notes accepted for purchase will be accepted in accordance with their Acceptance Priority Levels (with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level), subject to the limitation that Notes will only be purchased in an aggregate purchase price amount, including premium but excluding any Accrued Interest, not exceeding the Maximum Purchase Price.
Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time having a higher Acceptance Priority Level will be accepted before any tendered Notes having a lower Acceptance Priority Level are accepted, and all Notes validly tendered after the Early Tender Time having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Time having a lower Acceptance Priority Level are accepted, in each case subject to the Maximum Purchase Price. Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time will be accepted for purchase in priority to other Notes tendered after the Early Tender Time, even if such Notes tendered after the Early Tender Time have a higher Acceptance Priority Level than Notes tendered at or prior to the Early Tender Time. If the Offer is oversubscribed at the Early Tender Time, then SHC will announce promptly after the Early Tender Time that Notes tendered after the Early Tender Time will not be purchased pursuant to the Offer.
Subject to any increase or decrease to the Maximum Purchase Price, if on the Early Settlement Date or the Final Settlement Date there are sufficient remaining funds to purchase some, but not all, of the remaining tendered Notes in any Acceptance Priority Level without exceeding the Maximum Purchase Price, SHC will accept for payment such tendered Notes on a prorated basis, with the proration factor for such Acceptance Priority Level depending on the aggregate principal amount of Notes of such Acceptance Priority Level validly tendered and not validly withdrawn. Each tender of Notes that is prorated will be rounded down to the nearest $1,000 principal amount of Notes. Depending on the proration factor applied, if the principal amount of Notes returned to a Holder as a result of proration would result in less than the minimum denomination of $2,000 principal amount of Notes being returned to such Holder, SHC will accept or reject all of such Holder’s validly tendered Notes.
Furthermore, if Notes are validly tendered and not validly withdrawn prior to or at the Early Tender Time such that the aggregate purchase price amount, including premium but excluding any Accrued Interest, of such Notes, if purchased, would exceed the Maximum Purchase Price, Holders who validly tender Notes after the Early Tender Time will not have any of their Notes accepted for purchase regardless of the Acceptance Priority Level of such Notes unless SHC increases the Maximum Purchase Price. SHC reserves the right, in its sole discretion, to increase the Maximum Purchase Price, but there can be no assurance that it will do so.
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