The tender offer is scheduled to expire at 11:59 p.m., New York City time, on November 26, 2012, unless extended. Holders of debentures subject to the tender offer must validly tender and not validly withdraw their debentures before the Early Tender Date, which is 5:00 p.m., New York City time, on November 8, 2012, unless extended, to be eligible to receive the total consideration as described below. Holders of debentures subject to the tender offer who validly tender their debentures after the Early Tender Date and prior to the expiration date will be eligible to receive the tender consideration, which is the total consideration described below minus the Early Tender Premium applicable to that series of debentures. Holders of debentures subject to the tender offer who tender their debentures before the Early Tender Date may not withdraw their debentures after the Early Tender Date. Holders of debentures subject to the tender offer who tender their debentures after the Early Tender Date may not withdraw their debentures, unless otherwise provided by the Company or as required by law.
The total consideration for each $1,000 principal amount of debentures tendered and accepted for payment pursuant to the tender offer will be determined in the manner described in the Offer to Purchase, dated October 26, 2012, by reference to a fixed spread specified in the table above for each series of the debentures over the yield based on the bid side price of the Reference U.S. Treasury Security specified in the table above, as calculated by J.P. Morgan Securities LLC at 2:00 p.m., New York City time, on November 8, 2012. In addition to the total consideration or the tender consideration, as applicable, accrued interest up to, but not including, the settlement date will be paid in cash on all validly tendered debentures accepted in the tender offer. The settlement date will follow promptly the expiration date and currently is expected to be November 27, 2012.
The tender offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, including, among other things, the consummation by the Company, no later than the expiration date, of financing arrangements satisfactory to it as described in the Offer to Purchase.
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