Subject to the terms and conditions described below, payment of the exchange offer consideration will occur promptly after the Expiration Date. Such payment is currently expected to occur on or about April 25, 2012, unless the Expiration Date is extended or the exchange offer is earlier terminated. In addition, at any time after the Early Tender Date but prior to the Expiration Date, and subject to the terms and conditions described below, the Issuers may accept for exchange Old Notes validly tendered on or prior to such time and exchange such notes for the exchange consideration promptly thereafter.
The Issuers may terminate or withdraw the exchange offer and consent solicitation at any time and for any reason, including if certain conditions described in the Exchange Offer Documents (defined below) are not satisfied, subject to applicable law.
This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The complete terms and conditions of the exchange offer are set forth in a confidential offering memorandum and consent solicitation statement, dated March 28, 2012 and the related consent and letter of transmittal (the “Exchange Offer Documents”) that are being sent to eligible holders of the Old Notes. The exchange offer and consent solicitation are being made only through, and subject to the terms and conditions set forth in, the Exchange Offer Documents and related materials.
The New Notes are being offered in the U.S. only to (1) qualified institutional buyers in reliance on Rule 144A under the Securities Act and (2) “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act, and outside the United States only to non-U.S. investors pursuant to Regulation S. The New Notes will not initially be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or in a transaction that is not subject to the registration requirements of the Securities Act or any state securities laws.