HDD Cayman intends to use the net proceeds from the offering of the Notes for general corporate purposes, which may include, but are not limited to, the retirement of a portion of its outstanding indebtedness (including the tender offers described below), capital expenditures and other investments in the business.
Upon the terms and subject to the conditions described in the Offer to Purchase and the Letter of Transmittal, and any amendments or supplements to the foregoing, HDD Cayman is offering to purchase the Tender Notes for cash as described below:
|Title of Security||CUSIP|
|Dollars per |
Amount of Securities
|The 2018 Notes||81180W AE1|
|The 2021 Notes||81180W AF8||1|
|The 2020 Notes||81180W AD3||2|
The Tender Offer for the 2018 Notes will expire at
The Tender Offers for the 2021 Notes and the 2020 Notes will expire at
HDD Cayman will accept for purchase all 2018 Notes validly tendered and not validly withdrawn subject to the conditions of the Offer to Purchase. If the aggregate principal amount of the 2021 Notes and 2020 Notes validly tendered and not validly withdrawn in the Tender Offers exceeds the Maximum Tender Amount, then such Notes will be pro-rated after giving effect to the Acceptance Priority Levels (as set forth in the table above) in numerical priority order. HDD Cayman will apply the Maximum Tender Amount first to purchase the tendered 2021 Notes. To the extent any amount of the Maximum Tender Amount remains after HDD Cayman purchases the tendered 2021 Notes, HDD Cayman will then apply the balance to purchase the tendered 2020 Notes, subject to proration, if applicable, based on the aggregate principal amount of the 2020 Notes validly tendered, rounded down to the nearest integral multiple of
Tenders of 2018 Notes may be withdrawn at any time at or prior to the Any and All Expiration Date, but thereafter there will be no right of withdrawal except to the extent required by law. Tenders of the 2021 Notes or 2020 Notes may be withdrawn at any time at or prior to
The consummation of the Tender Offers is not conditioned upon any minimum amount of any series of Tender Notes being tendered, but is conditioned upon the satisfaction or waiver of the conditions set forth in the Offer to Purchase, including, in the case of the 2021 Notes and the 2020 Notes, the successful completion of the Notes offering in an aggregate principal amount of at least $800 million and HDD Cayman’s determination that it has sufficient funds available.
Morgan Stanley is the sole dealer manager of the Tender Offers.
None of HDD Cayman or its affiliates, its board of directors, the dealer manager, the depositary and information agent or the trustee for the Tender Notes, makes any recommendation as to whether holders of the Tender Notes should tender or refrain from tendering the Tender Notes. This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes, the Tender Notes or any other securities. The Tender Offers are made only by the Offer to Purchase and the accompanying Letter of Transmittal. The Tender Offers are not being made to holders of Tender Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which a Tender Offer is required to be made by a licensed broker or dealer, such Tender Offer will be deemed to be made on behalf of HDD Cayman by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful. The Notes to be offered have not been and will not be registered under the Securities Act, or applicable state securities laws, and may not be offered or sold in
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about the terms and conditions of, and completion of, the offering of the Notes and the Tender Offers described above. These statements identify prospective information and include words such as “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects” and similar expressions. These forward-looking statements are based on information available to the Company as of the date of this press release and are based on management’s current views and assumptions. These forward-looking statements are conditioned upon and also involve a number of known and unknown risks, uncertainties, and other factors that could cause actual results, performance or events to differ materially from those anticipated by these forward-looking statements. Information concerning risks, uncertainties and other factors that could cause results to differ materially from the expectations described in this press release is contained in the Company’s Quarterly Report on Form 10-Q filed with the