Acceptance of Senior Notes for purchase in the tender offers is subject to the Maximum Notes Purchase Price of $600 million, acceptance priorities and proration, all as described in the Offer to Purchase. All Senior Notes that are tendered for purchase prior to the Early Tender Date will have priority over any Senior Notes that are tendered for purchase after the Early Tender Date. Accordingly, if the aggregate purchase price for Senior Notes tendered for purchase prior to the Early Tender Date equals or exceeds the Maximum Notes Purchase Price, no Senior Notes tendered for purchase after the Early Tender Date will be accepted for purchase (even if they are Acceptance Priority Level 1).
Payments of the applicable consideration for the Senior Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date and accepted for purchase will be made promptly after the Early Tender Date. Payments of the applicable consideration for the Senior Notes validly tendered and not validly withdrawn after the Early Tender Date but on or prior to the Expiration Date and accepted for purchase will be made promptly after the Expiration Date. In addition to the applicable consideration, the Company will pay in cash accrued and unpaid interest on all validly tendered Senior Notes accepted for purchase in the tender offers up to, but not including, the applicable payment date.
The tender offers will not be conditioned upon any minimum number of Senior Notes being tendered. However, completion of the tender offers will be subject to certain conditions, including completion of the Cablevision’s proposed offering of senior notes, as more fully described in the Offer to Purchase. The Company expects to use the funds invested in it by Cablevision from the net proceeds from that offering for these tender offers for the Senior Notes, for repaying $150 million of its Term Loan B-2 and for general corporate purposes.
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