The Offers are being made pursuant to an Offer to Purchase and a related Letter of Transmittal, each dated
Holders who validly tender and do not withdraw their Notes before the Expiration Time will be eligible to receive the applicable purchase price set forth for each such series on the cover table of the Offer to Purchase. The following table sets forth the purchase price for the Offers, which are more fully described in the Offer to Purchase and Letter of Transmittal:
|Issuer||Title of Security||Aggregate Principal|
|Purchase Prices Per|
Amount of Notes(1)
|23324T AB3||due 2017|
|256664 AB9||(f/k/a Dollar||Convertible Notes|
|256664 AA1||Financial Corp.)||due 2027|
|(f/k/a Dollar||Convertible Notes|
|256664 AC7||Financial Corp.)||due 2028|
Plus accrued and unpaid interest from the last interest payment
date to, but not including, the Payment Date (as defined in the
Offer to Purchase) for the Notes purchased pursuant to the Offers.
Payment for the Notes accepted for purchase in any Offer is expected to occur promptly following the Expiration Time.
If a holder desires to tender Notes pursuant to the Offers, such holder may do so through The Depository Trust Company’s Automated Tender Offer Program (“ATOP”), or by following the instructions that appear in the Offer to Purchase and in the Letter of Transmittal. A holder tendering through ATOP does not need to complete the Letter of Transmittal. Validly tendered Notes may be validly withdrawn, in writing, at any time prior to the Expiration Time. Any extension, amendment or termination of the Offers will be followed as promptly as practicable by a public announcement thereof.
The complete terms and conditions of the Offers are set forth in the Offer to Purchase and Letter of Transmittal and the other related Offer materials. Holders of the Notes should read the Offer to Purchase and Letter of Transmittal and the other related Offer materials because they contain important information.
The Offers are subject to the satisfaction or waiver of a number of conditions on or prior to the Expiration Time, including consummation of the merger contemplated by the Agreement and Plan of Merger, dated as of April 1, 2014, among
The Offers are not conditioned on any minimum amount of any Notes being tendered, nor are the Offers subject to a financing condition. Furthermore, subject to applicable law, the Company may, in its sole discretion, waive any and all conditions applicable to the Offers or extend, terminate or otherwise amend the Offers. If the Company terminates any Offer without purchasing any Notes tendered pursuant to such Offer, the Company will promptly return the Notes tendered pursuant to such Offer to the tendering holders or the designees they properly specify in their Letters of Transmittal.
The sole dealer manager for the Offers is
Telephone: (877) 547-6340
65 Broadway—Suite 404
Attention: Corporate Actions
Facsimile (Eligible Institutions only): 212-430-3775/3779
To confirm receipt of facsimile by telephone: -212-430-3774
Banks and Brokers, Call Collect: 1-212-430-3774
All Others Call Toll Free: 1-866-470-4300
None of the Company, the Purchaser Parties or any of their respective
board of directors (or any committee thereof), the dealer manager, the
depositary and information agent, the trustee for the Notes or any of
their respective affiliates is making any recommendation as to whether
or not holders should tender all or any portion of their Notes in any of
This press release is for informational purposes only and is not an offer to sell or purchase, the solicitation of an offer to sell or purchase or the solicitation of consents with respect to any securities discussed herein. The Offers are only being made pursuant to the terms of the Offer to Purchase and Letter of Transmittal and the other related Offer materials, which are incorporated herein by reference.
An issuer tender offer statement on Schedule TO, including the Offer to Purchase and the Letter of Transmittal, describing the Offers was filed with the
Certain statements contained herein that are not descriptions of historical facts are “forward-looking” statements. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements.
Additional information concerning these and other factors can be found in our press releases and public periodic filings with the