The consideration payable for each $1,000 principal amount of 2020 Notes will be determined based on a modified "Dutch Auction" procedure subject to a limit on the aggregate purchase price to be paid for the 2020 Notes to be repurchased by the Issuers (the "Modified Dutch Auction Cap") equal to $450.0 million minus the aggregate purchase price paid for all 2018 Notes accepted for purchase in the 2018 Notes Offer. Holders who validly tender (and do not validly withdraw) 2020 Notes at or prior to the Early Tender Deadline, will receive the applicable "2020 Notes Total Consideration," including an Early Tender Premium of $30.00 per $1,000 principal amount of 2020 Notes. Holders who validly tender 2020 Notes after the Early Tender Deadline will not be eligible to receive the Early Tender Premium, and will be entitled to receive only the "2020 Notes Offer Consideration" which is equal to the 2020 Notes Total Consideration minus the Early Tender Premium.
As more fully described in the Offer to Purchase, the 2020 Notes Total Consideration for each $1,000 principal amount of the 2020 Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and accepted for purchase will be equal to the sum of: (1) the "Base Price" for the 2020 Notes, which is also equal to the minimum "bid price" and (2) the "Clearing Premium", which will be determined pursuant to a modified "Dutch Auction" by consideration of the "bid price" specified by each holder that tenders 2020 Notes pursuant to the Offers. The bid price for tendered 2020 Notes represents the minimum consideration a holder is willing to receive for those 2020 Notes and must fall within the acceptable bid price range specified in the table above and be in increments of $1.25.
The 2020 Notes Offer Consideration for each $1,000 principal amount of the 2020 Notes validly tendered (and not validly withdrawn) after the Early Tender Deadline and at or prior to the Expiration Date and accepted for purchase will consist of the 2020 Notes Total Consideration for the 2020 Notes less the Early Tender Payment.
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