Offeror expects to accept for purchase on the Early Settlement Date $1,500,000,000 aggregate principal amount of Notes validly tendered and not validly withdrawn prior to the Early Tender Date using the approximate proration factor of 58.69%, subject to the satisfaction of the conditions to such Tender Offers. As a result of the oversubscription of the Tender Offers, no additional Notes tendered will be accepted under the terms of the Tender Offers. The Offeror expects to return any Notes tendered but not accepted for purchase promptly after the Early Tender Date. The Offeror expects that the conditions to the Tender Offers, including the completion of the previously announced concurrent private offering described below (which occurred earlier today), will be satisfied as of the Early Settlement Date.
The total consideration for each $1,000 principal amount of the applicable series of Notes is set forth in the table above (with respect to each series of Notes, the “Total Consideration”) and is expected to be paid on the Early Settlement Date to the holders of Notes tendered and accepted for purchase as of the Early Tender Date. The Total Consideration includes an early tender premium, in each case of $30.00 per $1,000 principal amount of Notes accepted for purchase as of the Early Tender Date. In addition to the Total Consideration, all Holders of Notes accepted for purchase pursuant to the Tender Offers will also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date.
The deadline for holders to validly withdraw tenders of Notes has passed. Accordingly, Notes that were already tendered at the Early Tender Date may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as the dealer managers in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Goldman Sachs & Co. LLC at (collect) (212)357-0215 or (toll free) (800)828-3182; or Morgan Stanley & Co. LLC at (collect) (800)624-1808 or (toll free) (800)624-1057. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866)470-4200 or (collect) (212)430-3774.
None of the Offeror, its board of directors or officers, the dealer managers, the depositary, the information agent or the trustee with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. This news release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are 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 Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Offeror by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
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