All Notes validly tendered and accepted for purchase pursuant to the Tender Offer will receive the applicable consideration set forth in the table above, plus accrued and unpaid interest from the last interest payment date to, but not including, the applicable Settlement Date (as such term is defined in the Statement).
Tendered Notes may be withdrawn, and delivered Consents may be revoked, at any time at or prior to 5:00 p.m., New York City time, on December 7, 2012, unless extended by Starwood (the "Withdrawal Deadline"). Holders of Notes who tender their Notes and deliver their Consents after the Withdrawal Date, but on or prior to the Expiration Date, may not withdraw their tendered Notes or revoke their delivered Consents.
The consummation of the Tender Offer and Consent Solicitation is not conditioned upon any minimum amount of Notes being tendered, but is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in the Statement, including, among others, Starwood having raised funds through borrowings or issuances of debt in public or private markets, on terms reasonably satisfactory to Starwood, such that, together with cash on hand, such funds are sufficient to purchase all Notes validly tendered (and not validly withdrawn) and accepted for purchase by Starwood and to pay all fees and expenses in connection with the Tender Offer and Consent Solicitation. In addition, consent of the holders of at least a majority in principal amount of the outstanding 2014 Notes is required to authorize the Proposed Amendments.
Citigroup and BofA Merrill Lynch are the lead dealer managers and lead solicitation agents in the Tender Offer and Consent Solicitation. J.P. Morgan is the co-dealer manager and co-solicitation agent in the Tender Offer and Consent Solicitation. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offer and Consent Solicitation. Persons with questions regarding the Tender Offer and Consent Solicitation should contact Citigroup at (toll-free) (800) 558-3745 or (collect) (212) 723-6106, BofA Merrill Lynch at (toll-free) (888) 292-0700 or (collect) (980) 387-3907 or J.P. Morgan at (toll-free) (866) 834-4666 or (collect) (212) 834-4811. Requests for copies of the Statement, related Letter of Transmittal and Consent and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 294-2200 or (collect) (212) 430-3774.
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