the Dealer Managers (as named below) determine that the relevant page on Bloomberg is not operational or is displaying inaccurate information at that time, the bid side price of the applicable Reference Security will be determined at or around 10:00 a.m., New York City time, on that day by such other means as the Dealer Managers may consider to be appropriate under the circumstances). The Reference Yield will be determined at 10:00 a.m., New York City time, on August 12, 2024, unless extended by the Company (the “Price Determination Date”). Holders of the Notes who validly tender their Notes after the Early Tender Deadline but on or prior to the Expiration Date and whose Notes are accepted for purchase will receive the Total Consideration minus the Early Tender Premium (the “Tender Offer Consideration”). Payments for Notes purchased will include accrued and unpaid interest (rounded to the nearest cent) on such Notes from the last interest payment date up to, but not including, the Early Settlement Date (as defined below) or Final Settlement Date (as defined below), as applicable.
The Company reserves the right, subject to compliance with applicable law, to increase, decrease or eliminate the Tender Cap without extending the Early Tender Deadline, the Withdrawal Deadline or the Expiration Date, which could, in each case, result in the Company purchasing a greater or lesser aggregate principal amount of the Notes.
If the Tender Offer is not fully subscribed as of the Early Tender Deadline, subject to the Tender Cap, the Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be accepted for purchase in priority to the Notes validly tendered following the Early Tender Deadline, subject to the satisfaction or waiver of all conditions of the Tender Offer. If the Tender Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender their Notes after such Early Tender Deadline will not have any of their Notes accepted for payment. The Notes may be subject to proration if the aggregate principal amount validly tendered and not validly withdrawn is greater than the Tender Cap.
Payment for the Notes that are validly tendered prior to or at the Early Tender Deadline and that are accepted for purchase will be made promptly after the Early Tender Deadline (the “Early Settlement Date”). The Company anticipates that the Early Settlement Date will be August 14, 2024, the third business day following the Early Tender Deadline, unless extended by the Company and assuming all conditions of the Tender Offer have been satisfied or waived by the Company. Payment for the Notes that are validly tendered after the Early Tender Deadline but on or prior to the Expiration Date and that are accepted for purchase will be made promptly after the Expiration Date (the “Final Settlement Date”). The Company anticipates that the Final Settlement Date, if any, will be August 28, 2024.
The Tender Offer is not conditioned upon the tender of any minimum principal amount of the Notes. The Company’s obligation to accept for purchase, and to pay for, the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to and conditioned upon the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including, among others, the Company completing an offering and sale of new debt securities on terms acceptable to the Company with proceeds sufficient to fund the Tender Offer.
The Company reserves the right, subject to applicable law, in its sole discretion, to (i) waive any and all conditions of the Tender Offer at any time and from time to time, (ii) extend or terminate the Tender Offer, (iii) increase, decrease or eliminate the Tender Cap without extending the Early Tender Deadline, Withdrawal Deadline or Expiration Date, or (iv) otherwise amend the Tender Offer in any respect.
The Notes that are validly tendered and accepted for purchase in the Tender Offer will be purchased by the Company and retired and canceled and will no longer remain outstanding obligations of the Company.
If a holder of the Notes does not tender its Notes or if a holder of the Notes tenders Notes that are not accepted for purchase, they will remain outstanding. If the Company consummates the Tender Offer, any existing trading market for any outstanding Notes may become more limited. For a discussion of this and other risks, see “Risk Factors” in the Offer to Purchase.
