As more fully described in the Offer to Purchase, the 2017 Notes Total Consideration for each $1,000 principal amount of the 2017 Notes validly tendered (and not validly withdrawn) at or prior to the 2017 Notes Early Tender Deadline and accepted for purchase will be equal to the sum of: (1) the “Base Price” for the 2017 Notes, which is also equal to the minimum “bid price” specified in the table above 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 2017 Notes. The bid price for tendered 2017 Notes represents the minimum consideration a holder is willing to receive for those 2017 Notes and must fall within the acceptable bid price range specified in the table above and be in increments of $1.25 per $1,000 principal amount of 2017 Notes. The “Clearing Premium” for the 2017 Notes will be the lowest single bid premium (the amount by which the bid price exceeds the Base Price) at which Frontier will be able to purchase 2017 Notes in an aggregate principal amount equal to the Modified Dutch Auction Cap. If the aggregate principal amount of 2017 Notes validly tendered (and not validly withdrawn) at or below the Clearing Premium would cause Frontier to purchase an aggregate principal amount of 2017 Notes in excess of the Modified Dutch Auction Cap, then holders of 2017 Notes tendered at the Clearing Premium will be subject to proration.
The consummation of the Offers is subject to the satisfaction or waiver of a number of conditions, including the consummation of Frontier’s concurrent debt offering in an aggregate principal amount of $750.0 million (the “Financing Condition”). The Offers are not conditioned on the tender of a minimum principal amount of Notes and Frontier is not soliciting consents from holders of Notes in connection with the Offers. In addition, Frontier has the right, in its sole discretion, to amend or extend the terms of or terminate any of the Offers at any time, subject to applicable law.
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