In connection with the reorganization, ARRIS Enterprises, the new holding company and the Trustee will execute a supplemental indenture that will provide, among other things, that (i) the conversion value of the Notes will be calculated by reference to the new holding company's common stock, (ii) any shares issuable upon conversion of the Notes will be settled in the new holding company's common stock and (iii) the new holding company will guarantee the obligations of ARRIS Enterprises with respect to the Notes. Upon conversion, holders will receive the consideration provided in the indenture, as supplemented by the supplemental indenture. ARRIS also is distributing a notice to holders regarding the Conversion Option. The notice is available through DTC and the Trustee.
Following the closing of the reorganization, the new holding company will file a copy of the supplemental indenture with the Securities and Exchange Commission and provide a notice to holders of the Notes briefly describing the supplemental indenture. The notice will be available through DTC and the Trustee following the closing of the reorganization.
For additional information regarding how to convert your Notes, contact the Trustee at the offices of The Bank of New York Mellon Trust Company, N.A. at 900 Ashwood Parkway, Suite 425, Atlanta, Georgia 30338, Telephone: (770) 698-5184, Attention: Kristine L. Prall.
Following the closing of the reorganization, holders of the Notes also will have an option to require ARRIS Enterprises to purchase the Notes for the consideration provided for in, and pursuant to the terms of, the indenture and supplemental indenture (the "Put Option"). Additional information regarding the Put Option will be provided to the holders of the Notes through DTC and the Trustee following the closing of the reorganization.None of the company, its Board of Directors, or its employees or the Trustee has made or is making any representation or recommendation to any holder of Notes as to whether to exercise or refrain from exercising the Conversion Option or the Put Option.
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