The Tender Offer is being made only by, and pursuant to the terms of, the Tender Offer Documents. This news release is neither an offer to purchase nor a solicitation of an offer to sell any securities. Whether or not the Company repurchases or exchanges any debt and the size and timing of any such repurchases or exchanges will be determined at its discretion. Any such repurchases or exchanges will be dependent upon several factors, including the Company’s liquidity requirements, contractual restrictions, general market conditions, as well as applicable regulatory, legal and accounting factors. In addition, the Company may from time to time seek to prepay, retire or purchase its other outstanding indebtedness through prepayments, redemptions, open market purchases, privately negotiated transactions, tender offers or otherwise. The Company reserves the right from time to time to purchase any of the Notes that remain outstanding after the Expiration Time through open market purchases, privately negotiated transactions, tender offers or otherwise (each of which to be upon such terms and at such prices as the Company may determine, which may be more or less than the price to be paid pursuant to the Tender Offer). None of the Issuer, the Tender and Information Agent or the Dealer Manager, nor any of their respective affiliates, is acting for any holder of Notes, or will be responsible to any holder of Notes for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer, and accordingly none of the Tender and Information Agent or the Dealer Manager, nor any of their respective affiliates, assumes any responsibility for the accuracy of any information concerning the Issuer, the Company or the Notes or any failure by the Issuer to disclose information with regard to the Issuer, the Company or the Notes which is material in the context of the Tender Offer and which is not otherwise publicly available. ![]() Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, commercial bank, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer. If you are in any doubt as to the contents of this news release or the Offer to Purchase or the action you should take, you are recommended to seek your own financial, legal and tax advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. This news release and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offer. King & Co., Inc., the Tender and Information Agent for the Tender Offer, by phone at +1 (212) 269-5550 (banks and brokers) or +1 (877) 283-0322 (all others), by email at or online at Questions regarding the Tender Offer may also be directed to the Dealer Manager as set forth below:Įmail: news release must be read in conjunction with the Offer to Purchase. Copies of the Tender Offer Documents may be obtained from D.F. to act as the Dealer Manager in connection with the Tender Offer. The Issuer has retained BNP Paribas Securities Corp. The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase, dated J(the “ Offer to Purchase“), and in the related notice of guaranteed delivery (the “ Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “ Tender Offer Documents“), along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Tender Offer. The Tender Offer is conditioned upon satisfaction of certain conditions, but is not conditioned upon any minimum amount of Notes being tendered. The Issuer expects to pay the applicable consideration for Notes validly tendered and not validly withdrawn at or prior to the Expiration Time on June 16, 2023, the third business day following the Expiration Time (the “ Settlement Date“). ![]() ![]() The guaranteed delivery date is expected to be June 15, 2023. Holders who have validly tendered their Notes may withdraw such Notes at any time at or prior to the Expiration Time. The Tender Offer will expire at 5:00 p.m., New York City time, on June 13, 2023, unless extended or earlier terminated (the “ Expiration Time“). In addition to the consideration, holders will also receive accrued and unpaid interest on the Notes, if any, from the last interest payment date up to, but excluding, the Settlement Date (as defined below). (1) Per $1,000 principal amount of Notes validly tendered before the Expiration Time (as defined below), not validly withdrawn and accepted for purchase.
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