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Watco Companies, L.L.C. The Offer (as defined herein) will expire at 5:00 p.m., New York City time, on July 17, 2024, unless extended or terminated (such time and date, as the same may be extended or terminated by us in our sole discretion subject to applicable law, the Expiration Date). Holders (as defined herein) of Notes (as defined herein) must validly tender (or deliver a properly completed and duly executed Notice of Guaranteed Delivery (as defined herein)) and not validly withdraw their Notes at or prior to the Expiration Date in order to be eligible to receive the Consideration (as defined herein). Tendered Notes may be withdrawn at any time (i) at or prior to the earlier of (x) the Expiration Date and (y) in the event that the Offer is extended, the tenth business day after commencement of the Offer, and (ii) after the 60th business day after commencement of the Offer if for any reason the Offer has not been consummated within 60 business days after commencement (such time and date, as the same may be extended by us in our sole discretion, the Withdrawal Deadline), but may not thereafter be validly withdrawn, unless otherwise required by applicable law. The Offer is being made upon the terms and subject to the conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time, the Offer to Purchase) relating to the Notes and the accompanying notice of guaranteed delivery (as it may be amended or supplemented from time to time, the Notice of Guaranteed Delivery). There is no letter of transmittal for the Offer.
(2) The consideration (the Consideration) payable per $1,000 principal amount of Notes validly tendered and accepted for purchase will be based on the fixed spread specified in the table above (the Fixed Spread), plus the yield to maturity of the U.S. Treasury Reference Security (the Reference Yield) based on the bid-side price of the U.S. Treasury Reference Security specified above (the Reference Page) at 11:00 a.m., New York City time, on July 17, 2024 (such date as it may be extended, the Price Determination Date). The sum of the Fixed Spread and the Reference Yield is referred to as the Repurchase Yield. The Consideration does not include Accrued Interest (as defined herein), which will be paid on Notes accepted for purchase by us as described herein. The formula for determining the Consideration and Accrued Interest is set forth on Annex A. To view copie(s) of the Tender Offer document(s) please click on the link(s) below Any questions or requests for assistance may be directed to the Dealer Manager at its address and telephone numbers set forth below. Additional copies of this Notice of Guaranteed Delivery may be obtained from the Tender and Information Agent at the address, email address or telephone numbers set forth below. A Holder may also contact such Holders broker, dealer, custodian bank, depository, trust company or other nominee for assistance concerning the Offer. The Tender and Information Agent for the Offer is:
The Dealer Manager for the Offer is:
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