Holders who validly tender their Notes after the Early Tender Deadline but on or prior to the Expiration Date shall receive the tender offer consideration equal to $1,012.71 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes. Holders of Notes tendered after the Early Tender Deadline will not receive a consent payment.
Following receipt of the consent of the holders of at least a majority in aggregate principal amount of the outstanding Notes, Select will execute a supplemental indenture effecting the proposed amendments. Except in certain circumstances, Notes tendered and consents delivered may not be withdrawn after the Early Tender Deadline, except as required by law.
The Offer is subject to a number of conditions that are set forth in the Offer to Purchase, including, without limitation, (i) the tender of Notes representing at least a majority in aggregate principal amount then outstanding (not including any Notes which are owned by the Company or any subsidiary guarantor of the Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any subsidiary guarantor of the Notes), (ii) the receipt of the required consents to amend and supplement the indenture governing the Notes in connection with the Consent Solicitation and the execution of a supplemental indenture effecting such amendments by the applicable parties, and (iii) Select's completion of the Proposed Financing or entry into other debt financing on terms reasonably satisfactory to Select and resulting in the issuance of indebtedness having an aggregate principal amount of not less than $365.0 million, as more fully described in the Offer to Purchase. There can be no assurances that Select will complete a new debt financing or that the proceeds therefrom, when combined with Select's other available funds, will be sufficient to pay the total consideration in connection with the Offer.
To the extent any Notes remain outstanding after the consummation of the Offer, Select intends to redeem all such Notes pursuant to the terms of the indenture governing the Notes using proceeds from the Proposed Financing.
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