The maximum aggregate Total Consideration and Late Tender Offer Consideration (each as defined below) to be paid in connection with the Maximum Tender Offers has been set at $914,268,003 (rounded to the nearest dollar) (the “ Maximum Payment Amount”). Such Maximum Payment Amount is equal to $1,200,000,000 less $285,731,997 (rounded to the nearest dollar), the aggregate Total Consideration for the Any and All Notes validly tendered and accepted for purchase.
The Maximum Tender Offers are for up to the Maximum Payment Amount. If any Maximum Tender Offer Notes are validly tendered such that the Total Consideration and Late Tender Offer Consideration payable for such Maximum Tender Offer Notes exceed the Maximum Payment Amount, the Maximum Tender Offer Notes will be purchased in accordance with the acceptance priority levels set forth in the second table above and may be subject to proration as described in the Tender Offer Documents.
As previously announced, the Maximum Tender Offers will expire at 11:59 p.m., New York City time, on April 10, 2013, unless extended or earlier terminated (such date and time, as the same may be extended, the “ Maximum Tender Expiration Date”). Holders of Maximum Tender Offer Notes must validly tender and not validly withdraw their Maximum Tender Offer Notes at or prior to 5:00 p.m., New York City time, on March 27, 2013, unless extended or earlier terminated (such date and time, as the same may be extended, the “ Early Tender Date”) to be eligible to receive the Total Consideration, which is inclusive of an amount in cash equal to the amounts set forth in the second table above under the heading “Early Tender Payment” (the “ Early Tender Payment”). Holders of Maximum Tender Offer Notes who validly tender their Maximum Tender Offer Notes after the Early Tender Date but at or prior to the Maximum Tender Expiration Date will be eligible only to receive an amount equal to the Total Consideration minus the Early Tender Payment (the “ Late Tender Offer Consideration”).
Maximum Tender Offer Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on March 27, 2013 unless such date and time is extended or earlier terminated by Target, but not thereafter.
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