Item 8.01. Other Events.
Debt Tender Offers
On May 1, 2019, the Company issued a press release announcing the commencement of cash tender offers (each, a “
Debt Tender Offer
,” and collectively, the “
Debt Tender Offers
”) to purchase up to $1.5 billion in aggregate principal amount (as such amount may be increased by the Company pursuant to the terms of the Debt Tender Offers, the “
Aggregate Maximum Purchase Amount
”) of certain of its senior notes (the “
Notes
”). The Debt Tender Offers are each being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 1, 2019 (the “
Offer to Purchase
”). The Debt Tender Offers are not conditioned on any minimum amount of Notes being tendered or the consummation of the other Debt Tender Offers, or on the receipt of financing. The Company will fund the purchase of Notes in the Debt Tender Offers with a portion of the proceeds from the sale of the Business.
The Debt Tender Offers will expire at 11:59 p.m., New York City time, on May 29, 2019, unless extended or earlier terminated (such time and date, as the same may be extended with respect to one or more Debt Tender Offers, the “
Expiration Date
”). Holders of Notes must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on May 14, 2019 (such time and date, as the same may be extended with respect to one or more Debt Tender Offers, the “
Early Tender Deadline
”) in order to be eligible to receive the applicable Total Consideration (as set forth in the Offer to Purchase), which includes the Early Tender Premium (as set forth in the Offer to Purchase). Holders who validly tender their Notes after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the applicable Tender Consideration (as set forth in the Offer to Purchase), which does not include the Early Tender Premium. Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on May 14, 2019, by following the procedures described in the Offer to Purchase, but may not thereafter be validly withdrawn, except as provided for in the Offer to Purchase or required by applicable law.
A copy of the press release announcing the Debt Tender Offers is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Intention to Commence an Equity Tender Offer
On May 1, 2019, the Company also announced its intention to commence a “modified Dutch auction” tender offer in the coming days (the “
Equity Tender Offer
”) under its share repurchase program. The Company also announced that it intends to launch a “modified Dutch auction” tender offer to purchase its ordinary shares for cash up to an aggregate purchase price of $4,000,000,000, at a per share purchase price not greater than $40.00 and not
less than $36.00 in the Equity Tender Offer. The Company will fund the purchase of shares in the Equity Tender Offer with a portion of the proceeds from the sale of the Business.
Neither this report nor the exhibits hereto is a recommendation to buy or sell any of the Company’s securities and shall not constitute an offer to purchase or the solicitation of an offer to sell any securities of the Company. The Debt Tender Offers are being made exclusively pursuant to the Offer to Purchase, which sets forth the terms and conditions of the Debt Tender Offers.
The Equity Tender Offer has not yet commenced, and there can be no assurances that the Company will commence the Equity Tender Offer on the terms described in this report or at all. On the commencement date of the Equity Tender Offer, the Company will file a tender offer statement on Schedule TO, including an offer to purchase, letter of transmittal and related materials, with the United States Securities and Exchange Commission (the “SEC”). The Equity Tender Offer will be made only pursuant to the offer to purchase, the related letter of transmittal and other related materials filed as part of the Schedule TO with the SEC upon commencement of the Equity Tender Offer. When available, shareholders should read carefully the offer to purchase, letter of transmittal and related materials because they will contain important information, including the various terms of, and conditions to, the Equity Tender Offer. Once the Equity Tender Offer is commenced, shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that the Company will be filing with the SEC at the SEC’s website at www.sec.gov or from the Company’s information agent in connection with the Equity Tender Offer.