Notes tendered and consents delivered prior to 5:00 p.m., New York City time, on August 17, 2012, unless extended (the " Withdrawal Time"), may be validly withdrawn and revoked at any time prior to the Withdrawal Time, but generally not afterwards unless required by law. Any extension or termination of the Offer will be followed as promptly as practicable by a public announcement thereof.
The Offer is subject to the satisfaction of certain conditions including: (1) consummation of a capital markets debt offering on terms satisfactory to us that results in the receipt of net proceeds that, when taken together with cash on hand and borrowings under the Company's senior credit facility, are sufficient to pay the Total Consideration for all tendered Notes, plus all related fees and expenses, (2) execution of a supplemental indenture effecting the amendments, (3) certain other customary conditions.
The complete terms and conditions of the Offer are described in the Offer to Purchase and Consent Solicitation Statement dated August 6, 2012, copies of which may be obtained from Global Bondholder Services Corporation, the Depositary and Information Agent for the Offer, at 866-470-3800 (U.S. toll free) or, for banks and brokers, 212-430-3774.
The Company has engaged Barclays to act as the exclusive Dealer Manager and Solicitation Agent in connection with the Offer. Questions regarding the terms of the Offer may be directed to: (800) 438-3242 (U.S. toll free) or (212) 528-7581 (collect).This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of consents. The offer to purchase the Notes is only being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase and Consent Solicitation Statement and the Consent and Letter of Transmittal that the Company is distributing to holders of Notes. The tender offer and consent solicitation are not being made to holders of Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such an offer or solicitation under applicable securities or "blue sky" laws. In any jurisdiction in which the tender offer or consent solicitation is required to be made by a licensed broker or dealer, they shall be deemed to be made by Barclays Capital on behalf of the Company. None of the Company, the Dealer Manager and Solicitation Agent or the Depositary and Information Agent makes any recommendation in connection with the tender offer or the consent solicitation.
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