The exchange offer will expire at the expiration date, which will be 11:59 p.m., New York City time, on February 20, 2013, unless extended or earlier terminated by COBNA.
The early settlement date is expected to be February 11, 2013 and will apply to all Old Notes validly tendered and accepted for exchange pursuant to the terms and conditions of the exchange offer as of the early participation date. The final settlement date is expected to be February 22, 2013 and will apply to all Old Notes validly tendered and accepted for exchange pursuant to the terms and conditions of the exchange offer after the early participation date but at or prior to the expiration date.
The exchange offer is being conducted by COBNA upon the terms and subject to the conditions set forth in a Confidential Offering Circular, dated January 23, 2013, and related letter of transmittal. The exchange offer is only extended, and copies of the offering documents will only be made available, to holders of Old Notes that have certified that such holder (1) is an institutional investor that is an “accredited investor” within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”), and (2) will hold at all times an undivided beneficial interest in the New Notes in a principal amount not less than $250,000 (such holder, an “Eligible Holder”). Only Eligible Holders are authorized to receive or review the Confidential Offering Circular or to participate in the exchange offer.
The exchange offer is subject to the condition that a minimum of $500 million aggregate principal amount of New Notes be issued in exchange for Old Notes, as well as certain other conditions as described in the Confidential Offering Circular. Based on information provided by D.F. King & Co., Inc., the exchange agent for the exchange offer, the aggregate principal amount of the Old Notes validly tendered for exchange and not validly withdrawn as of the early participation date satisfies this minimum size condition.
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