|
Offer to Purchase for Cash for an Aggregate Purchase Price of
up to $1,750,000,000 of the Outstanding Notes Listed Below
Subject to the Aggregate Tender Cap and proration, the principal amount of each series of Notes (as defined below) that is purchased in the Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 12 being the lowest) specified in this column. THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 7, 2024, UNLESS EXTENDED OR EARLIER TERMINATED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION TIME”). HOLDERS OF NOTES MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR NOTES AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON MAY 22, 2024, UNLESS EXTENDED (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, THE “EARLY TENDER DEADLINE”) TO BE ELIGIBLE TO RECEIVE THE APPLICABLE TOTAL CONSIDERATION (AS DEFINED HEREIN). HOLDERS OF NOTES WHO VALIDLY TENDER THEIR NOTES AFTER THE EARLY TENDER DEADLINE AND BEFORE THE EXPIRATION TIME WILL RECEIVE THE APPLICABLE “TENDER OFFER CONSIDERATION” PER $1,000 PRINCIPAL AMOUNT OF NOTES TENDERED BY SUCH HOLDERS THAT ARE ACCEPTED FOR PURCHASE, WHICH IS EQUAL TO THE APPLICABLE TOTAL CONSIDERATION MINUS THE EARLY TENDER PREMIUM (AS DEFINED ABOVE). THE TENDER OFFER IS SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS AS SET FORTH UNDER THE HEADING “THE OFFER—CONDITIONS OF THE OFFER.” TENDERED NOTES MAY BE WITHDRAWN IN ACCORDANCE WITH THE TERMS OF THE OFFER AT ANY TIME AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON MAY 22, 2024, BUT NOT THEREAFTER, EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES WHERE ADDITIONAL WITHDRAWAL RIGHTS ARE REQUIRED BY LAW.
Requests for information in relation to the procedures for tendering Notes in, and for any documents or materials relating to, the Offers should be directed to the Tender and Information Agent at the address or telephone numbers set forth below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offers. TENDER OFFER & INFORMATION AGENT
Any questions regarding the terms of the Offer should be directed to the Lead Dealer Managers. LEAD DEALER MANAGERS
|
