The Withdrawal Deadline was 5:00 p.m., New York City time, on December 22, 2023.
Accordingly, holders may no longer withdraw Existing Notes tendered in the Exchange Offer.
The Exchange Offer and the Solicitation of Consents will
expire at 5:00 p.m., New York City time, on January 10, 2024 (the Expiration Deadline), unless extended or earlier terminated by the Issuers, in their sole discretion. The Company currently expects the settlement of the
Exchange Offer and the Solicitation of Consents to be on January 16, 2024 (the Settlement Date), which is the third business day after the Expiration Deadline.
Eligible Holders who validly tendered Existing Notes and delivered Consents, and did not validly revoke such tenders and Consents, on or prior to the Early
Participation Deadline and whose Existing Notes are accepted for exchange by the Issuers will receive, on the Settlement Date, for each $1,000 aggregate principal amount of Existing Notes, $1,000 (which amount includes the Early Participation
Premium (as defined below) and the Early Exchange Consideration (as defined below), the Total Consideration), a portion of which will be payable in cash and the remainder of which will be payable in principal amount of New Notes.
The Early Participation Premium for each $1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to
the Early Participation Deadline is equal to $50 principal amount of New Notes, payable on the Settlement Date (the Early Participation Premium).
The Early Exchange Consideration for each $1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the
Early Participation Deadline is equal to $950 consisting of (i) an amount of cash equal to $100.0 million divided by the aggregate amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation
Deadline, multiplied by $1,000 plus (ii) an amount of New Notes equal to $950 less the cash consideration amount determined under clause (i) (the Early Exchange Consideration).
The aggregate cash consideration payable as part of the Early Exchange Consideration to all Eligible Holders whose Existing Notes were validly tendered (and
not validly withdrawn) on or prior to the Early Participation Deadline and whose Existing Notes are accepted for exchange will equal an aggregate of $100 million that will be paid on a pro rata basis to all Eligible Holders whose Existing Notes
were validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline, and accepted for exchange. If all $623,389,000 in the aggregate amount of Existing Notes that were validly tendered (and not validly withdrawn) on or
prior to the Early Participation Deadline are accepted for purchase, each Eligible Holder will receive, for each $1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn on or prior to the Early Participation
Deadline), approximately $160 in cash and approximately $840 in aggregate principal amount of New Notes. Notwithstanding the foregoing, we will not accept any tender of Existing Notes that would result in the issuance of less than the minimum
denomination of $2,000 in principal amount of New Notes. As a result, the actual amount of Existing Notes accepted in the Exchange Offer and the portion of the cash consideration and amount of New Notes that Eligible Holders will receive in exchange
for the Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline may differ from the description above. The terms of the New Notes have been modified such that the New Notes will be issued in
minimum denominations of $2,000 and any integral multiples of $1.00 in excess of $2,000.
Eligible Holders who validly tender Existing Notes and deliver
Consents, and do not validly revoke such tenders and Consents, after the Early Participation Deadline and on or prior to the Expiration Deadline, and whose Existing Notes are accepted for exchange by the Issuers will receive for each $1,000
aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn), $950 aggregate principal amount of New Notes.
Eligible Holders
whose Existing Notes are accepted for exchange will be paid accrued and unpaid interest on such Existing Notes from, and including, the most recent date on which interest was paid on such Holders Existing Notes to, but not including, the
Settlement Date (the Accrued Interest), payable on the Settlement Date. Accrued Interest will be paid in cash on the Settlement Date. Interest will cease to accrue on the Settlement Date for all Existing Notes accepted for
exchange in the Exchange Offer.
Our obligation to accept Existing Notes tendered pursuant to the Exchange Offer and Consents delivered pursuant to the
Solicitation is subject to the satisfaction of certain conditions described in the Exchange Offer Memorandum, which include (i) the satisfaction of the Minimum Exchange Condition prior to the Expiration Deadline, (ii) the receipt of the
Consents from the Required Holders prior to the Expiration Deadline, and (iii) certain other customary conditions. The Minimum Exchange Condition has been met as of the Early Participation Deadline, and we have received Consents from the
Required Holders.