Available Documents and Other Details
Documents relating to the Exchange Offer and Consent Solicitation will only be distributed to noteholders who complete and return an eligibility form confirming that they are either a “qualified institutional buyer” under Rule 144A or not a “U.S. person” under Regulation S for purposes of applicable securities laws. Noteholders who desire to complete an eligibility form should either visit the following website http://www.dfking.com/bonton, request instructions by sending an e-mail to firstname.lastname@example.org or call D. F. King & Co., Inc., the information agent for the Exchange Offer and Consent Solicitation, at (800) 848-3416 (U.S. Toll-free) or (212) 269-5550 (Collect).
The New Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. person, except pursuant to an exemption from the registration requirements thereof. Accordingly, the New Notes are being offered and issued only (i) in the United States to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (ii) outside the United States to non-U.S. persons (as defined in Regulation S under the Securities Act) who are “non-U.S. qualified offerees” within the meaning of Article 2.1(e) of the Prospectus Directive as adopted within each relevant member state of the European Economic Area, in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act. The Issuer will enter into a registration rights agreement in connection with the Exchange Offer, pursuant to which, it will agree to use commercially reasonable efforts to consummate an exchange offer and, under certain circumstances, to file a shelf registration statement with respect to the New Notes.