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discounted to the redemption date (assuming the 2027 Notes matured on the 2027 Notes Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 10 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2027 Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption
date. |
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(assuming the 2030 Notes matured on the 2030 Notes Par Call Date) on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2030 Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2030 Notes Par Call Date, the Company may also redeem the 2030 Notes, in
whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2030 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. |
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discounted to the redemption date (assuming the 2035 Notes matured on the 2035 Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 15 basis points less (b) interest accrued to the date of redemption,
and (2) 100% of the principal amount of the 2035 Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2035 Notes Par Call Date, the Company may also redeem the 2035 Notes, in
whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2035 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. |
| Repurchase at the Option of Holders upon a Change of Control Repurchase Event: |
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If a Change of Control Repurchase Event occurs with respect to the 2027 Notes, the Company will be required to offer to repurchase the 2027 Notes at a repurchase price equal to 101% of their principal amount, plus accrued and unpaid
interest on the 2027 Notes to be repurchased to the date of repurchase, unless the 2027 Notes have been previously redeemed or called for redemption. |
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If a Change of Control Repurchase Event occurs with respect to the 2030 Notes, the Company will be required to offer to repurchase the 2030 Notes at a repurchase price equal to 101% of their principal amount, plus accrued and unpaid
interest on the 2030 Notes to be repurchased to the date of repurchase, unless the 2030 Notes have been previously redeemed or called for redemption. |
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If a Change of Control Repurchase Event occurs with respect to the 2035 Notes, the Company will be required to offer to repurchase the 2035 Notes at a repurchase price equal to 101% of their principal amount, plus accrued and unpaid
interest on the 2035 Notes to be repurchased to the date of repurchase, unless the 2035 Notes have been previously redeemed or called for redemption. |
| Special Mandatory Redemption: |
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None. |
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If (i) the Company does not consummate the Paragon 28 Merger on or prior to the later of (x) November 28, 2025 (as such date may be extended in accordance with the Paragon 28 Merger Agreement to January 28, 2026)
and (y) the date that is five business days after any later date to which the Company and Paragon 28 may agree to extend the “Merger Closing Date” in the Paragon 28 Merger Agreement (the “Special Mandatory Redemption End
Date”), or (ii) at any time prior to the Special Mandatory Redemption End Date, the Paragon 28 Merger Agreement is terminated in accordance with its terms, the Company will be obligated to redeem the 2030 Notes in whole and not in part
on the applicable Special Mandatory Redemption Date at a redemption price equal to 101% of the principal amount of such series of notes, plus accrued and unpaid interest, if any, to, but excluding, such Special Mandatory Redemption Date. |
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If (i) the Company does not consummate the Paragon 28 Merger on or prior to the later of (x) November 28, 2025 (as such date may be extended in accordance with the Paragon 28 Merger Agreement to January 28, 2026)
and (y) the date that is five business days after any later date to which the Company and Paragon 28 may agree to extend the “Merger Closing Date” in the Paragon 28 Merger Agreement (the “Special Mandatory Redemption End
Date”), or (ii) at any time prior to the Special Mandatory Redemption End Date, the Paragon 28 Merger Agreement is terminated in accordance with its terms, the Company will be obligated to redeem the 2035 Notes in whole and not in part
on the applicable Special Mandatory Redemption Date at a redemption price equal to 101% of the principal amount of such series of notes, plus accrued and unpaid interest, if any, to, but excluding, such Special Mandatory Redemption Date. |
